Med student Alison Blanchard (Corri English), while taking a Gross Anatomy class, is assigned to dissect the body of a prostitute. She and her lab partners, Brian Cross (Scott Davis), Carlos Aclar (Joshua Alba), and Rick O'Connor (Jay Jablonski), start having feelings that something is wrong about this body. Disregarded by her professor and therapist as just having the "jitters," Alison is unable to let go of the sense that something is wrong. She starts to research where the body came from and what happened to this "prostitute." People who touched the body start mysteriously dying so the race is on for Alison and her new love, Brian, to put this body to rest. They find out the body was actually an archeologist who uncovered the bodies of 50,000 people in Brazil. The bodies had been sacrificed to the Aztec God of fertility, sex, and birth. The archeologist, possessed, became a prostitute and started murdering men to "rid them of their filth" before killing herself. Alison and Brian have to put her spirit and the spirits of those sacrificed to rest to free the med school of the rage unleashed at the desecration of her body.