Michael Fly, an eager driving instructor, takes on Apra Shay, a busty student with a penchant for distraction. In the confines of his cab, he tries to teach her the rules of the road, but her wandering hands and wandering eyes have other ideas. Michael finds it hard to resist her ample assets, and soon, the lesson shifts from driving to a more intimate education. He teaches her how to handle his stick shift, and she learns to navigate his curves with enthusiasm.