All the guys at school fantasize about Mrs. Starr, but no one ever has the balls to approach her. Her on and off again relationship with her ex-husband makes it difficult to find a man. When she saw her son's friend Dane getting out of the pool one day and the bulge he was hiding under his shorts its all she could think about. While alone she makes her move and starts sending young Dane a taste of whats to come and what so many others have fantasized about.