Liz Jordan and Demi Hawks, college sweethearts, find themselves in a heated study session with their mature professor, Roxanne Summers. As the night grows late, their study materials are replaced by feverish fantasies. Liz, the studious one, dreams of a free-use scenario where she and her best friend are shared by their professor and her rugged, tattooed friend. The lines between reality and fantasy blur as the trio indulges in a passionate, boundary-pushing threesome.