- Two clans of deranged males make the mistake of stalking four young women they assume to be easy prey, only to find out that at the stroke of midnight the tables will be turned and all hell will break loose.
- At the art class of a suburban community college, nude model Ilene (Robin Sydney), is approached by a shy and learning disabled art student named Caleb. He asks her if he could walk her home after classes and she agrees. During the walk, Caleb and Ilene introduce themselves and make small talk. Upon arriving at Ilene's house, the socially awkward Caleb runs away when one of her roommates opens the front door. Caleb discovers that Ilene has three hot roomates - Helen (Eryn Joslyn), Jill (Eve Mauro), and Mary (Carlee Baker). Unbeknownst to Caleb, the four women are all lesbians. Caleb returns home, where it is discovered that he is a member of a seemingly inbred family (a la Texas Chainsaw Massacre) led by his violent older brother Runt, his equally retarded brother Fred, and their wheelchair-bound, dementia suffering, war veteran father Sir Jim. They decide to follow the girls and bag them just for kicks.
The next morning, the four girls go on a road trip to a rented lake house for the weekend, meeting some menacing rednecks on the way at a local gas station and convenience store. Helen and Ilene buy some junk food from the counter, while Mary has a run-in and then scares a little girl out in back of the store by telling her about the relm of Hell and how each person makes it what they want it to be. After an altercation with the rednecks, the four girls then leave. They manage to drive the final miles of their journey to the lake house where they spend the rest of the afternoon, skinny dipping in the lake, as well as dancing to rock music, and talking.
Meanwhile, two police detectives, named Ray and Jake, are hot on the trail of some serial killers after they find an abandoned house where a ritual killing took place.
At nightfall, Runt and family manage to gain entry into the cabin rented by the four girls and take them hostage at knife and gun-point. When they force Caleb to have his way with Ilene, she reists and ends up killing Caleb by impailing him to the front door with a fireplace poker. Ilene runs out the door and Frank chases her. When cornered in some bushes a short distance from the house, he accidentally ends up killing Ilene by bashing her head in with a rock during the struggle.
Back at the house, Mary is forced to perform fellatio on Sir Jim (although she bites it off after a few minutes). Frank returns to the house, and begins to further beat on and sexually humilates the three girls. But when the clock strikes midnight, the women all easily escape from their restraints and unveil that they are centuries-old cannibalistic witches (replete with sharp, pointy teeth), powered by the light of the full-moon. They quickly take their three remaining captors hostage.
Two of the rednecks show up to apologize for their earlier behavior. The nudable Jill kills one of them by ripping his throat out while the other escapes into the woods.
Meanwhile, Ray and Jake arrive outside the girls suburban house where they break in and discover that in the basement, the remains of a number of sacraficial victims (both male and female). It turns out that the four women are the serial killers that the two detectives are tracking. After finding a map and directions to the cabin, the two cops then proceed to journey towards the cabin.
Back at the lake cabin, Mary, Jill, and Helen torture the remaining members of the redneck clan with brutal and gory intensity. Fred ends up being tied up and his head is literally chewed open where the three girls/witches drink his brains through straws. Sir Fred is drugged by the girls in his wheelchair where they proceed to slowly rips his libs off before devouring him. Runt is last when, after being tied down to a bed, gets his throat ripped out by Jill, and the rest of his torso torn open and eaten (while he is still alive) by Helen and Mary.
A short while later, Ray and Jake show up at the cabin, and Jake is immediately killed. Ray, mourning the loss of his partner (and his dead father's best friend to boot) charges into the house determined to kill the women. Ray manages to kill Mary by shooting her in the head as she jumbs on him from behind and bites into his left shoulder. Ray stumbles outside where Jill attacks. During the struggle, Ray loses his gun, but manages to kill her by stabing her through the neck with a shard of wood. But afterwords, Ray confronts Helen where she manages to knock him out.
When Ray awakens, he is tied to a table in the basement with Helen performing a resurrection rite with Ray as a human sacrifice. Ray manages to cut himself loose thanks to a hidden knife he has kept in his sleeve and attacks Helen, stabing her a few times but just when he is about to kill her, the surviving redneck and his friend show up. A fight ensues in which Ray kills the surviving redneck, but he is then killed by his friend who shoots Ray.
Afterwords, a gratefull Helen promises to give the Redneck friend a sexual reward. As dawn begins to break, Helen leads him outside the cabin where the three other witches (still with their horrific and gory wounds) rise up and surround the Redneck's friend and literally devour him alive... the recurrection spell had been a success.
Over the end credits, the four fully alive witches/young women, Helen, Jill, Mary, and Ilene bathe nude in the lake and take a walk hand-in-hand through the forest, presumably enjoying their success.
In the final shot, it is revealed that Caleb is still alive in which he manages to pull out the fireplace poker pinning him to the front door and then walks out and down the road away from the cabin, looking for help and safety.
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