My hot young teacher, Mrs. Smith, who is an amazing old lady in spite of her age has trouble accepting that her years are coming to an end. She accepts the fact that she will have to change and be a little older but this just makes her unhappy and even more confused about her future. So after some convincing by her husband and her son David (who is an only child), she agrees to have a threesome with her neighbor's son David (also only child) and his friend Dean. What she does not know is that David has plans for those days ahead and that he has invited her to one of his soirees, which is only a few miles away. Mrs. Smith is totally freaked out by this and completely freaks out by a man (her son David) who is in his thirties and wants her to join him....