When ebony beauty Jessica Stock leaves her long time older blond flute teacher Louise because of her increasingly insistent personal attentions, she turns to handsome, famous and masterful James Lavine to teach her how to breathe. Only James had entirely different things in mind to teach her when she crosses his music room floor. But when Jessica succumbs to his domination she is surprised at just how far Louise will go to rekindle their passionate age-gap lesbian affair.