Sexy nude model, Karly, invites her sheltered friend, Elainia, to a photo shoot in the Mojave Desert. Elainia is mesmerized by the photo shoot and afterwards witnesses a naughty side of Karly she's never seen. Stimulated by all the sexy glamour, Elainia decides to learn all the pleasures of nude modeling from Karly. But when the photographer falls for both of the girls, Karly and Elainia will have to fight for their man... or share him.