Arachne is a transvestite who has been driven mad by an unrequited love. Scorned, she makes it her mission to kill the sex drives of all men, her crude methodology being the castration of gay men who come to her disco (we see Arachne holding a blade to an anonymous man’s cock). In this first scene at the disco, numerous sexy men are seen dancing, some shirtless, some drinking and indulging in coke. A hot muscular dancer (Brian DeStazio) strips down to his underwear and takes the stage go-go dancer style, then Arachne arrives in a gorilla costume, a la Marlene Dietrich in Hot Voodoo. She picks up DeStazio’s discarded clothes from the dance floor and DeStazio helps her remove the gorilla mask, as she welcomes the unsuspecting men to her club.

Intercut with the disco scene is a domestic sex scene with special agent Clark (Kirk Luna) and his needy lover Robby (Shawn Roberts). Robby whines a lot, but manages to goad Clark into having sex on their living room floor. Clark sucks Robby at first, they 69, then Clark fucks Robby. As they cum, an intruder sneaks into their apartment. Clark creeps up and grabs the intruder from behind, but it turns out he’s a fellow agent named Jonathan. Their boss Colin (Peter de Rome) wants to see him. At the office, Colin explains that Clark’s new mission is to find Dr. Hardison, a scientist who has developed a drug that kills the sex drive. Arachne has found out about the drug and has unsuccessfully tried to capture the doctor. To help him with the mission, Clark buys a Maserati sports car to tool around in.

In a flashback scene, we see the scientist (Mark Woodward) being sucked off by another doctor, a long-haired hippy with a handlebar mustache (Michael Corrigan). The doctors talk in their lab, when three of Arachne’s henchmen arrive. Two of them capture and kill the mustached hippy, but the Dr. Hardison fights off the third man and throws him off the roof of a building.

Arachne is outraged by her henchmen’s bungled efforts and reams them out. She calls on her chief assistant Androgene (Peter Fersen), who tells Arachne that Clark has been assigned to the case. Somehow, Androgene has infiltrated Clark’s apartment with a video camera and filmed him having sex with Robby. Androgene shows Arachne video of Clark and Robby mutually masturbating each other, which sends Arachne rushing off to vomit.

Left alone, Androgene tracks Clark on video as he heads to the Everard Baths. As Clark wanders through the baths, numerous anonymous men are seen having sex, including a masseur massaging and having sex with his client, a steam room orgy and other random connections. Androgene fondles himself, but never takes off his clothes. In the steam room, an anonymous guy asks Clark if he bought Crisco and invites him to a special, locked room. Androgene informs Arachne that he thinks this is where Dr. Hardison is hiding.

We next see Clark spying on the men in the locked room. There, a mustached dirty blond man is deeply fisting a man with a hairy ass. Another man walks up and sticks his fist up the hairy man’s ass, so he’s got two fists up there. Then the newcomer bends over and the dirty blond simultaneously fists him and the hairy-assed man. On the other side of the room, a long-haired man fists another on a cot. The scene ends with a hard-bodied newcomer, whose face is never seen, standing over the group of three and jerking off his load.

Independently of one another, Clark and Androgene find out where Dr. Hardison is hiding, at a remote cabin. Clark visits a gas station to trade his Maserati for a motorcycle, then he arrives at Dr. Hardison’s cabin and they immediately have sex. The doctor sucks Clark’s cock, they 69 on the floor and finally Hardison rides Clark’s cock. This scene is very hard to see because Deveau has superimposed footage of aerialists and lion tamers from a circus on top of the sex in a double exposure. After the men cum, Androgene arrives with Arachne’s two surviving henchmen and they easily capture Clark and the doctor.

Clark and Dr. Hardison are next seen strung up in Arachne’s dungeon, along with many other men. Arachne arrives and starts pontificating about her plans for Dr. Hardison’s drug, but Clark and Dr. Hardison’s erections start growing while she talks, driving her away in a rage. Androgene is turned on though and sets all of the men free, finally participating with them in an orgy. Arachne returns to her club and after writing a farewell letter at her mirrored dressing table, sticks a gun in her mouth as the film fades out.