Bunny Madison, a mature woman with a big appetite for pleasure, invites Max Fills for a private lesson in her home. As Max begins to teach, Bunny's wandering hands and suggestive comments lead to a passionate kiss. Max's resistance melts away as Bunny undresses him, revealing his hardening cock. Charlie Forde, another student, arrives and Bunny wastes no time in inviting him to join their lesson, leading to a threesome filled with lesbian encounters, blowjobs, and a creampie finish.