Whitney and Amber, two studious teens, find themselves in a compromising situation when their professor, Marcelo, uses his charm and a touch of mind control to turn their study session into an erotic free-for-all. Joined by Nick Strokes, the reluctant teens tentatively give in, their bodies responding to Marcelo's commands as they explore each other in a haze of lust and confusion. The professor's dominance leaves them breathless and compliant, their initial reluctance replaced by a hunger for more taboo pleasures.