Mandy Muse is an adorable collage girl who gets curious about her mature, sultry dorm-mate's strange nocturnal behavior. Mandy follows her and discovers that she has been nude modeling for an invite only art class. The teacher takes a very "hands on" approach to capturing the essence of the female form. Mandy can't wait to get started. She demurs as 5 men have their way with her body, stuffing all of her holes and experiencing their inner-most carnal desires. The teacher insists that this experience will bring out the true artist within.