When an ancient and erotic hunger is awakened in the far reaches of sexy space, the Alterian High Council sends newly ordained Collector Maxy Prime to investigate with her nimble nympho sidekick, Gab-E J'nx. There they discover a mad(ly hot) professor and her students in the psychosexual grips of the Thanagarian Pleasure Pod, a mega-parasite who’s giving everyone good vibrations while slowly and seductively sapping them of their very life essence. Will the Femaliens put an end to this tentacle terror, or will they succumb to the beast’s cosmic crush?

Baron, an imprisoned man, strikes up a friendship with cellmate Otis. As the pair hatch an escape plan together, Baron recalls the story of how he met Marmalade, the love of his life, and their Bonnie and Clyde scheme to rob a bank in order to care for his sick mother and give the couple the life they’ve always dreamed of.