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Former middle-school teacher (Lucky Starr) unexpectedly runs into a troubled young student she hasn't seen in years (Xander Corvus). Shocked by how much he's grown up, the now-college professor Lucky agrees to help the gorgeous stud prepare for college lit classes in the fall. Meanwhile, Lucky's long-time boyfriend (Evan Stone) continues to give her the run around and dodge commitment, leaving the pretty Asian teacher fearful she'll face her middle-aged years alone. Lucky confides in her sexy best friend (Tara Holiday) who advises Lucky to dump Evan and his "middle-aged man baggage" and get a hot young lover like her own boytoy (Joey Brass). Will Lucky give in to her attraction for former student Xander? Or will sexy bad boy Xander make the decision for her?