A socially awkward young woman gets bitten by a radioactive spider and becomes a crime-fighting superhero and tries to defeat a nefarious super villain while going after any man (or woman) she wants to bed down with.

Colonel AJ Khan and Captain Darian Caine travel back in time in an attempt to find a cure for the erotic witch plague which has engulfed the planet earth. Sex orgies have dominated the modern cities rendering civilization engulfed in eroticism. Will Caine and Khan be able to rescue the world from sex starved crazies, or with their own pent-up passions for each other and the other delectable scantily clad female crew members destroy them all.

A home film projector that can magically "turn on" does just that to two luscious college girls who begin watching the hot, classic stag loops being projected by the possessed machine. With the flickering erotic images, purring projector, and unspooling reels of 16mm film acting as a potent aphrodisiac, the women find themselves unable to control their surging lesbian desires!

Remis Phildin (Julian Wells) hosts the game show where the lucky winners get not only a billion dollars in prize money but also get the hot hostess Bambi (Vivica Taylor) as well.