In ages past, a malevolent race called the Arakacians discovered a place where space-time leaked an immortality water. The Arakacians conquered the known universe for centuries, and were finally vanquished after the fountain chamber was sealed by freedom fighters. Upon discovery of a shard of the Loc-Nar (the evil orb from the original movie), a miner named Tyler becomes possessed by an insatiable hunger for power and a thirst for immortality. On his way to a planet which has the immortality fountain, Tyler makes a brief stop on F.A.K.K.² (Federation-Assigned Ketogenic Killzone) because its inhabitants carry some immortality water in their bodies. Tyler invades the space colony, wipes out most of the inhabitants, and kidnaps a beautiful woman named Kerrie. Enraged by Tyler's careless rampage, Kerrie's beautiful sister Julie vows to avenge her family and wipe out Tyler before he reaches the fountain.

Christine Dawson is a new, young and attractive high school teacher. Mrs. Dawson wants to help all of her students succeed including Josh Gaines, a troubled student from a dysfunctional family. Mrs. Dawson's concern is misinterpreted by Josh and he fantasizes that she is sexually attracted to him. Eventually, Josh acts on this fantasy and attacks Christine. When Christine reports this, the tables are turned when Josh accuses Christine of coming on to him. With her career and reputation in question Christine fights valiantly to prove that she was the victim of an assault.