Lilith Lancaster, the pretty trophy wife of a respected UCLA physician, catches her husband Eric receiving oral sex from an attractive pharmaceutical representative, Louise. Devastated by his betrayal, Lilith begins to notice physiological changes happening to her. She becomes feverish, nauseous, and extremely thirsty, with rapid weight loss and a sensitivity to light. After contacting a divorce attorney, information provided by his private investigator leads Lilith to a club called VAMP-LA. By then she’s burning with fever. She’s saved by the kindly older manager of the club, Francois. After sexually satisfying her, Francois opens his flesh and allows Lilith to suck on his wound. Francois arranges a consensual exchange of blood for sex with multiple donors at the club, which saves her life.
After coming to terms with her transition, Lilith returns to her normal life. She confronts Eric about his infidelity, puts him in a trance, and tastes his blood as well. Reunited, Eric and Lilith return to the club to speak with Louise about ending the affair. When Louise insults Lilith, Lilith viciously attacks the woman to protect her husband. The fight attracts the attention of Edgar, the owner of the VAMP clubs and a powerful warlock. He appears in the LA club with a proposal to mate Lilith with a group of warlocks around the world to save their dying race. When she refuses his offer, Edgar takes her family into his lair. In order to save her them, she finds her long lost father and together they confront the oldest and most deadly vampire in the world.