Sean has long fantasized about his best-friend's gorgeous mom, Rachel. When that friend goes to the UK, Sean plots to spend some quality time alone with her. His approach is to ask her if she’ll help him revise for an upcoming exam. Rachel accepts, and gives the young man a series of lessons at her home. At the same time, Sean's imagination runs wild. Vividly he pictures Rachel stripping down to sexy lingerie and playing with her breasts before sucking him off before giving him the fuck his dreams. Rachel herself never has any idea!