Police are stymied when a serial killer begins hacking up nude models all over L.A. In desperation, they hire sexy ex-policewoman Holly Jacobsen to do a little undercover work. At first her boyfriend Bobby Colter, also a cop, agrees to the plan, but when Holly moves from nude modeling to topless dancing to peep-show shower dancing, he begins getting a little possessive. Things get dicey when the killer, a transvestite who by now is totally obsessed with Holly, decides to make his move.

Jack Nietsche is a hardened ex-con who now works for an P.I. firm, run by Ted Quincy. Quincy's ex-lover is Roxie, now wife to godfather Tony Falcone. In a huge mix-up/double-cross, Roxie plots with Jack to get rid of Falcone and Quincy, one an abusive husband, the other a demented role playing ex-lover, and run away with Jack. But the double crossings don't end there

Mary Lou, the prom queen burned to death by her boyfriend back in the fifties, has escaped from hell and is once again walking the hallways of Hamilton High School, looking for blood.