In a cheap motel near Peckham California, a maid discovers a man's corpse in one of the rooms. The dead man, Professor Grabowski, is associated with the Brandt Research center, and an autopsy reveals he died of a massive coronary during sexual intercourse. Another similar death is discovered almost immediately, this time a younger man. This causes the federal government to send in Agent Neil Agar (William Smith) to get to the bottom of things. He gets the background on the deaths by consulting with local police captain Peters.
In the small town the Brandt Facility is doing research with genetics and atomic power. Grabowski's assistant, Julie Zorn (Victoria Vetri), becomes Agar's contact in the investigation. More men turn up dead of sexual exhaustion, including a 21 year old man, and the locals become highly agitated. It seems there are a lot of aggressive male types in Peckham, and Julie tells Neil that the scientists at Brandt are no different than the others, preoccupied with sex and enjoying a promiscuous lifestyle that includes partner-swapping. Other Brandt luminaries are not so fortunate, such as geneticist Stan Williams, whose wife treats him in a cold and shrewish manner.
When Brandt's Dr. Murger suggests that he has a theory about the strange deaths, he is subsequently run down by a car, driven by an unseen person. When Agar investigates, he discovers that Murger had a male lover and was not interested in women sexually at all. The socially distant Dr. Susan Harris (Anitra Ford), who is in charge of some mysterious research in bee culture, becomes a key suspect for Agar. Harris makes a move on Brandt scientist Herb Kline, inviting him over to her house, seducing him, and having sex with him. During intercourse, her eyes suddenly turn completely black, and Kline suffers a fatal heart attack just like the other men. After Kline's death, his wife receives a phone call from an unidentified female, luring her to Dr. Harris's lab, where Harris and a number of other women overpower her and force her through a strange process where she is stripped nude, covered in a mysterious substance, and placed in a chamber adjacent to a colony of bees, which cover her. Harris has a large machine setup that bombards her female victims with radiation, transforming them into women who have the ability to kill men by having sex with them.
The next day, Captain Peters goes to visit Mrs. Kline to inform her of her husband's death, but instead of reacting with grief, she becomes sexually aggressive and attempts to seduce him. Fortunately, he leaves. Stan Williams isn't so lucky; his recently transformed wife seduces him and manages to kill him. In an ironic twist, he strangles her as he dies and they both wind up dead. Agar manages to piece the puzzle together himself, but before he can apprehend Dr. Harris, she lures Julie into her lab and begins the transformation process on her. Agar arrives in time to stop the procedure, firing a bullet into Harris's machine and breaking it. The lab begins to explode, and the bee girls slowly die, including Dr. Harris. The film ends as Agar and Julie begin a romantic interlude.