When a strange and sadistic worm like creature crash lands on the planet earth, two beautiful girls and a hapless construction worker fall victim to its unstoppable need to reproduce. 

With the ability to crawl into any organism and use the unfortunate being as a host to fulfill its evil needs, The Worm finds the Earth an interesting place to sow its seed. Using humans to do its evil bidding, The Worm binds its victims, wriggling entry into any orifice and turning them into zombie puppets to mercilessly tease its next intended mate. You see, The Worm needs to eat, but it doesn’t eat food, it eats fear.

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While on her usual late night jog through a deserted industrial park, beautiful Tiffany (a sexy Oriental girl) is accosted by a sinister masked man in a black sports car. Compelled to run into a warehouse where she is subdued. This is where Tiffany’s subconscious takes over, blending her thoughts into a surreal mixture of erotic dreams and twisted nightmares. She imagines the mask man, while strung from the ceiling, her mouth stuffed with a rag and taped shut, the thin gauze of her jogging outfit is slowly cut away, revealing pert nipples, a shapely round ass and a shaved pussy. The cruel bull whipping she receives is just a warm up for the horrors that will follow. Watch as Tiffany’s strange nightmare unfolds as she faces one bizarre ordeal after another created by the one that knows how to scare her most…her own mind.

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