Once rival cheerleaders for intramural sports, Sarah and Lana happen to work out at the same gym. When Lana approaches Sarah for staring her down and catching her masturbating in the shower room, Sarah is surprised to learn that Lana, despite being a woman, isn't all female Thrown into confusion, Sarah's lust for Lana's member becomes a fascination that drives her crazy. When an eager young man joins their fun, things heat up as boundaries are pushed.