Two college students, Keith and AJ, want to hire a stripper to buy their way into a campus fraternity. They borrow a Cadillac from lonely rich student Duncan, who insists on coming with them to scope out strip clubs in a nearby city. The three boys find themselves at a club in a shady part of town, and after being impressed by a surreally artistic stripper, Katrina, AJ visits her dressing room to try and convince her to come strip for their college party. Katrina seduces AJ, then pins him down - killing him with a fatal bite to the neck.
Keith becomes concerned at his friend’s delay and gets help from a waitress named Amaretto, who keeps insisting (to his confusion) that she knows him. They search the neighborhood, and Keith is separated from her while trying to escape from both a psychotic albino street gang, as well as from vampires throughout the area. While hiding in a dumpster, he finds AJ's discarded body, but when he calls the police and returns to the club to accuse the owners, the vampires have preempted him by bringing AJ back to the club as undead. AJ confesses to Keith that he's now a vampire, and after realizing that Keith will not kill him and is willing to die for him, AJ stakes himself with a piece of broken furniture.
Keith, Amaretto, and Duncan flee the club, but their car is rammed by vehicles driven by vampires. After escaping, they realize that Duncan has been turned to a vampire, and they abandon him in a burning car. The pair attempt to escape through the sewers, as Amaretto breaks down and tells Keith that her real name is Allison, and she knows AJ from a game of spin the bottle when they were classmates in fifth grade. While they flee through the sewers, they discover and burn a nest of vampires, but Allison is grabbed and held hostage by Katrina. After an arrow to the face and being staked in the chest with a pipe fail to stop Katrina, Keith kills her by opening a grating, allowing the sunlight to destroy her. Before they can escape to the surface, they are trapped by Vlad, Katrina's vampire consort, until Vlad is staked from behind by a revived AJ, who sheepishly notes that the stake he tried to kill himself with turned out to be formica.
As Keith and Allison climb to the surface daylight, AJ remains in the sewers calling out to him his ideas to go to night school, or work a job on a graveyard shift.
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