As beautiful Darla Crane approaches middle-age, she finds herself suddenly attracted to young women - especially her cute coworker Gracie Glam. This only intensifies after Darla's best friend Felicia (Diana Lauren) confesses that she recently discovered pleasures of xxx with young women & has sworn off boy for nice. Meanwhile, teen Gracie is struggling with her own lipstick curiosities, & her porno hungry boss Magdalene St. Michaels takes full advantage of Gracie's vulnerability. Will these lesbians come out of closet to find sexual fulfillment?