Carter Wilcox (David Phillip Carollo) is a struggling artist who's been saving his virginity for someone special. When he meets the enchanting escort Riley Whatley (Melissa O'Brien), he believes he's found the one. Unfortunately, she's also `someone special` to an ancient cult that believes she is the chosen bride of their alien god, Cthulhu. Forced to mate with their tentacled deity, Riley becomes a vessel for the spawn that will destroy mankind.