Being 400 years old, the Countess has collected a stable of young men and women who accompany her on her centuries-old journey through eternal night-and youth. While she is immortal, she is required to drink the blood of a young male virgin three times by Halloween each year to keep her immortality and youthful appearance - a task she finds increasingly and extremely hard, since attractive young male virgins are almost impossible to find in the 1980s, particularly in hedonistic cities, in this case, Los Angeles.
Meanwhile, high school student Mark Kendall wants to have sex, but is being put off by his girlfriend Robin Pierce. One night, Mark and his best friends Jamie and Russ go into a singles bar in Hollywood. Mark meets the Countess, he goes back to her mansion, and after she seduces him, he passes out when she bites his thigh. When he wakes up, she pretends they have had sex and tells him that he is now hers. Mark does not know what she means, and over the next few days, he begins showing strange behaviors: having strange dreams, avoiding direct sunlight, and even drinking blood (from raw meat). After the Countess gets a second bite, Robin notices Mark's odd behavior and confronts the Countess during a dance-off at the high school's Halloween dance.
While it appears that Robin has won back Mark, this is only temporary. The Countess kidnaps Robin to lure Mark to her mansion for a final bite before her deadline expires, and it is up to Robin, Jamie, and Russ to stop her. Eventually, to save Mark from the Countess's clutches, Robin and Mark have sex in a coffin while being chased by the Countess's minions, thereby taking Mark's virginity, bringing him back to normal. This renders him useless to the Countess as she has to drink virgin blood. Defeated, the Countess then begins to grow old and decrepit before their eyes. The Countess' assistant, Sebastian, tells her not to worry as there are other virgins in the world despite the fact that the Countess doubts she will find another virgin. The movie ends with Mark and Robin continuing to have sex in the coffin.
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