School girl Penny and sissy Riley are supposed to be studying, but Penny can't keep her mind out of the gutter when she sees how cute Riley is, bent over her books. She suggests they take a break so that Riley can try on various, flimsy, lacy, and very sexy little bits of lingerie. Penny gets so turned on by the little sissy that she takes advantage of her on the bed, in the midst of all the tumbled lingerie and unfinished homework!