Phil and Joe have been best friends for years, so when Joe’s father leaves his mother for another woman, Phil does everything he can to help them. For the most part he helps for the right reasons, because his friends need him. But it certainly doesn’t hurt that Joe’s mother, Melanie, is the hottest milf he's ever seen.

For years she has starred in Phil’s dreams as a sex starved cougar he’d love to satisfy, but in reality she’s simply his best friend’s sweet mom. Or so he thinks.

But after helping her around the house, Melanie tells him she needs help with just one more thing. It seems Melanie has been lonely, and would enjoy the company of a good-looking young man. Besides, what better way to show how grateful she is than to make Phil’s wildest milf fantasies come true?