In Los Angeles, the virgin college student Mark Kendall is unsuccessfully trying to get into his girlfriend Robin Pierce paints. He decides to go to a bar in Hollywood with his also virgin friends Russ and Jamie to flirt and score. Meanwhile, the 400 year-old vampire Countess and her driver and butler Sebastian are seeking out a virgin lad to keep her beauty and youth appearance. The Countess needs to feed three times on a virgin before the Halloween that is close otherwise she will look older. When the Countess stumbles with Mark in the bar, she brings Mark home and seduces him. Mark changes his behavior and soon he realizes that he is turning into a vampire. Is there any chance to save Mark?