Rita Rizzoli is a narcotics cop with a plethora of disguises. When a drug shipment is hijacked, the thieves don't know that the drug is unusually pure and packs of 'Fatal Beauty' begin turning up next to too many dead bodies. Mike works for the original owner of the drugs and tries to tell himself that since he does not handle the drugs, he is 'clean'. Mike becomes Rita's constant companion.
When two brothers, Josh and Mike, go to a small southern town for a vacation, they find most of the residents either dead or missing. When Mike himself goes missing, Josh teams up with the local sheriff and an attractive school teacher to find him until Josh discovers that the whole town and most of it's people have been infected by a form of toxic waste, and they have all turned into toxic vampires whom prowl the streets at night for human blood!