Directed by David Bruckner
Shane, Patrick, and Clint are three friends who have rented a motel room to fulfill Shane's intent of bringing women back for sex; Clint's glasses have been outfitted with a hidden camera that will allow them to turn their planned encounter into an amateur porn video. While the three men are bar-hopping, Clint encounters a mysterious young woman, Lily, who acts aloof and says little other than "I like you."
In addition to picking up Lily, the men also succeed in convincing another young woman, Lisa, to return to their motel with them. Lisa passes out as Shane attempts to initiate sex and Patrick, laughing, discourages him from continuing. Lily continues awkwardly coming on to Clint, but a dejected Shane comes on to Lily instead, oblivious to the scales visible on her feet as he undresses her. Lily appears responsive, pushing Shane onto his back and then beginning to undress Clint, seemingly beginning a threesome. Overwhelmed, Clint goes to the bathroom; Patrick disrobes and attempts to take Clint's place, but Lily has made it clear that she dislikes Patrick.
Moments later, Patrick bursts into the bathroom claiming Lily bit him. When they approach Shane, Lily sprouts fangs, attacks and kills him. Clint and Patrick hide in the bathroom until Patrick, still nude, rips out the shower curtain rod from the wall and returns to the room. Clint tries to wake Lisa and Patrick attempts to fight Lily but she subdues him, drinks his blood and emasculates him. Clint escapes, but ends up falling down a stairwell and breaks his wrist in the process. Lily catches up to Clint, but instead of attacking, she attempts fellatio. Finding Clint unaroused, she crawls over to a corner and cries softly, which gets louder, then turns into demonic growling. Clint flees, begging bystanders for help, but he is suddenly lifted into the sky by Lily, who is now a what looks like a vampire with wings then The glasses fall from the sky and hit the ground before the video cuts out