Half the story features footage that was filmed clear back in the year 2000, starring dark-haired beauty Kelly McKay as an adult bookstore manager. She and her male assistant are intending to close up shop when one final customer saunters in and heads straight for the adult peepbooth in the back of the store. Once inside, the customer, played by veteran ZFX performer Travis Lee, picks out a film called "Midnite Attacker" as his viewing choice. And this is where we get to see the movie inside of a movie, running about 40 minutes, and featuring brand new footage that was shot just a few months ago.

"Midnite Attacker" stars newcomer Amber Bliss, a tall, slender babe with small tits and long, beautiful wavy red hair. She's attacked at knifepoint by a masked intruder, played by another ZFX veteran, Jon O'Brien. O'Brien proves he really knows how to play a villain. After handgagging and threatening the whimpering girl, he helps himself by groping her body and pulling away some of her clothing. Then he whips out a rope and slowly strangles the poor girl to unconsciousness, causing her to piss uncontrollably through her pantyhose.

After she comes to, the intruder keeps the rope around her neck and forces Amber to lick up her own piss off the floor, a degrading scene that gets its punch mainly through O'Brien's intensely mean style of verbal abuse. Amber cries well and does her best, but unfortunately, you couldn't really see her licking up much piss, which would have made it even more humiliating for her and exciting for us. There's also a shot where you can tell the rope isn't really all that tight around her neck, either. I totally appreciated what Masters was trying to do; I just wish he could have pulled off the illusion a little better.

The next scene has Amber bound spreadeagle to large metal shelving unit, still wearing her clothing, but that won't last long. O'Brien comes along and gags her mouth with a yellow ballgag, then uses a scissors to cut away her top, then her skirt, all the while laughing and taunting her and clearly enjoying her tearful wailing through her gag. He peels down her pantyhose and fingers her shaved pussy. As far as bondage foreplay goes, it really doesn't get any better than this. This is a fantastic scene, with great direction and perfect performances from both villain and victim.

O'Brien then hooks Amber up with bare wires, fastened onto her nipples and her pussy with clear tape, preparing to give her a nasty dose of electric shock. After plugging the other end into an outlet, he stands in front of her and watches the show. Amber twitches and spasms as the electricity surges through her, drooling wildly as she looses control. If only she had intensified the scene by screaming, this might have rivaled ZFX's best electro-torture scenes of all time. But it's still powerful stuff.

This is followed by a short scene of Amber bound standing with her wrists tied behind her to the shelving unit, her mouth sealed with clear tape. Nothing happens here except we get treated to some nice shots of Amber's naked body struggling in bondage, with her fabulous red hair flowing nicely around her face.

Her evil captor next forces Amber, naked and kneeling on the ground with her wrists tied behind her, to suck on his erect dick. As in all ZFX productions, the dick is artificial, but that actually works better in this case because it enables him to shoot an overly large amount of cum into her mouth and onto her face, choking her and leaving the degraded girl with her chin a dripping mess. Another top notch scene.

Things don't get any easier for poor Amber. She is then tied face-forward leaning over a desk, with her hands bound in front of her and her ankles corded to the sides of the desk. O'Brien stuffs what appears to be a padded black stocking into her mouth and knots it around her neck. Even after that huge cum shot, he apparently still has enough left in him to rape Amber violently from behind, even using the rope to choke her while he pounds away at her.

This leads us back to Travis, still watching the movie inside the booth. The store is closed and Kelly is knocking on the door to get him to leave so they can go home. But when she opens up the door, Travis points a gun at her, slaps his hand over her mouth and leads her at gunpoint over to the front of the store. After finding out that she's the store manager, he shoots her assistant and forces her over to the safe, asking for the combination so he can rob the place. Kelly's not talking, so she's in for some torture until she does.

When we see her next, Travis is leading her downstairs, with her wrists tied behind her and her mouth sealed with several strips of white tape. She looks fabulous, but it would have been nice to have seen the bounds applied onscreen. It's like we're missing a scene. Even though she's tied up, Travis forces her to remove her own clothing at gunpoint, which she does, with some difficulty. And Travis has a great time fondling the squirming girl. For those of you who aren't familiar with Kelly McKay, she's an incredibly beautiful brunette with a perfect body and large natural tits...a real looker, to say the least.

Travis peels away her tape gag to reveal that her mouth had been filled with a large rubber ball before the tape was applied (boy, I'm really sorry we missed seeing her get tied up the first time). Travis chains her up with her arms tied over her head to the ceiling and comes up with an even better gag for her this time: a huge cock gag which he stuffs down her throat and buckles at the nape of her neck. Then he ties one of her legs off the ground, leaving her uncomfortably teetering on her other leg.

Travis came prepared. He produces an electric stun gun, and he proceeds to shock Kelly over and over on her pussy, tits and ass. This stun gun illusion, which often looked unconvincing in previous ZFX releases, works much better here because Masters adds digital shocking effects whenever the device touches her skin, something that was sorely needed in the past. But the scene still has a certain mechanical flatness to it, mainly because Travis wasn't allowed to do much threatening or gloating, which surely would have made the scene more dramatic.

Taking advantage of the fact that the store has a huge variety of sex toys, Travis does a little shopping and returns with something else to use on Kelly. After ballgagging her and clamping clothespins on her nipples, he ties her on her back and spreads her legs wide, chaining them up from the ceiling. Then he shoves a long, scary-looking butt plug up her ass and tapes it inside. He follows that up by taking a mammoth-sized black dildo and rams that as far up her snatch as he can, taping that inside, as well. Then he stands aside and admires the view as she struggles.

The next time we see Kelly, she has been tied naked to a chair, and her perfect breasts have been tightly encircled with rope. Breast bondage fans rejoice! Travis returns and immediately stuffs a rag into Kelly's mouth and seals it in place with a belt. He adds to her discomfort by applying a clothespin onto each nipple, then puts several more on her pussy lips and her clit. Then he jolts her several more times with the stun gun, and it's a real pleasure to see those clothespins shake as Kelly's body violently spasms when each wave of electricity attacks her body. Again, this scene could have been even better if Travis wasn't totally silent while he was torturing her, but Kelly's reactions really pull it off, and it's a visual feast.

Perhaps learning from the movie he watched earlier, Travis forces Kelly to lean down and suck his cock, her wrists handcuffed behind her. He blows his wad all over her face and her hair, and we get to see the money shot in slow motion as he explodes in her face. That's what I'm talkin' about!

After he's done using her, Travis goes shopping again and comes back brandishing a whip. Kelly is bound with her arms overhead, naked and ballgagged, and standing uncomfortably on her high-heeled shoes. Travis proceeds to give Kelly a brutal lashing with the whip, leaving her body crisscrossed with red marks.

Unfortunately, the fun has to end in this one. The assistant that Travis shot earlier manages to recover long enough to save Kelly's skin, literally. Though mortally wounded, he finds the first weapon he can, which turns out to be a giant dildo hand (don't ask) from the store's inventory. With one blow to the back of his head, Travis collapses in a heap, and the rescued Kelly finishes the job by beating him to death with the rubber sex toy. In four of his previous ZFX appearances, Travis has met his maker by being beaten with a shovel, having his penis sliced off, being stabbed with a screwdriver and now this. And he just keeps coming back for more.