Paula Henning (Franka Potente) is a brilliant medical student from Munich, who comes second in the Robert Koch competition winning a place at the prestigious Heidelberg medical school. Medicine is a family tradition, but Paula has little respect for her father's boring suburban practice. Instead, she takes inspiration from her dying grandfather, an academic doctor, who celebrates her decision.

En route to Heidelberg she meets the stunningly beautiful and highly sexed Gretchen (who stood first in the competition) and David, a 22 year-old lad with cardiomyopathy and multiple piercings. Gretchen is interested in partying; Paula is serious, studies all the time, and ignores fellow student Caspar (Sebastian Blumberg) who strives for her attention. When David appears on the dissecting table with no obvious cause of death and "rubbery blood," Paula begins investigating. She determines his death is due to Promidal--a drug developed by The Anti-Hippocratic Society (or "AAA!").

This clandestine group engages in unethical anatomical research on living subjects to "better" the human race. Her classmates scorn her conspiracy theory, but she is drawn deeper into the mystery when Gretchen disappears only to reappear as a perfectly dissected, plasticized cadaver. Paula nearly succumbs to the same fate with her lover, Caspar (who turns out to be an incognito history student writing his thesis on the AAA! ). The ending is happy, although Paula must reckon with the discovery that her venerated grandfather was a member of the "AAA!".