Yuu, a mother, finds out that her son's best friend, Tsutomu, is still a virgin, and her sexual instincts are ignited by her daily frustrations. She tries to get her hands on Tsutomu's dick, but her carnivorous mother's incredible technique makes Tsutomu ejaculate within a matter of minutes. Yuu runs away in embarrassment and humiliation, to Yuu's shock. Then that night... Yuu appears in Tsutomu's dreams, unable to forget the events of the day.