The film opens with an alien-like voice reciting observations about the inhabitants of Planet 3 (Earth) and their sexual practices. This recitation occurs while an anonymous pair of long-haired men 69 and then one tops the other. This scene is superimposed over scenes of a scientist in computer lab looking over his machines. The scene ends with a spaceship appearing to fly towards Earth.

We then see the scientist, Rick, in his office, where he jacks off. A friend (Elliott Crawford) calls and tells him he’s late for a party he’s been invited to. Rick then hears on the radio reports of a meteor crashing on Earth. He senses an unseen presence in his office, but doesn’t know what it is.

Rick drives to Elliott’s party, and this turns out to be a 7-man orgy. Rick both tops and bottoms in this scene. At its close, Rick has a troubling vision of the mustached man who has just sucked his dick lying dead, blood covering his face. He flees to his car and drives home, where he calls his doctor to complain of dizzy spells and hallucinations of bloodied men.

The doctor thinks he’s high on LSD and tells him to get some sleep, which he does, but Rick is soon awakened and finds a blue-skinned alien with multiple nipples eagerly climbing into his bed. Rick sucks the alien’s cock, and the alien fucks him. After cumming, the alien passionately kisses Rick and they vanish together from his bed.