Southern born Erin Kennedy, was raise in the shadow of the Confederate flag. Growing up in that shadow she learned to see the way it affected people and their views on people who were different. She thought that was wrong. Brenda Brown, a product of Harlem, pulled herself out of the ghetto and joined the Military, earned her nursing degree and achieved a field level rank in the Army. She is attending college at the age of thirty nine to gain some advanced techniques in the medical profession. The two women, from completely different worlds, become study buddies, and then friends. The young, rich, southern white girl and the mature, experienced New York born black women develop their friendship and soon their interest in each other becomes far from academic. The mature women, takes her young acolyte to bed and provides her with a learning experience she would never experience in a classroom. It soon becomes apparent that Erin is a quick learner, and approaches their romance with a whole lot of enthusiasm. Now, can the mature woman keep up the hot blooded youngster?