專繪畫藝術裸體人像，曾經一度世界知名的畫家里奧，失去了畫畫的熱誠，太太亦因忙著生意而未能給予靈感。為了尋回繪畫的興趣，里奧決定登報招聘裸體模特兒，尋找新面孔新靈感，結果給他找來了一個乖乖女和一個壞女孩。二人為方便繪畫而搬往里奧的家同住，三人互相探索，互相幫助，把心底的慾望盡情釋放，盡情展現在里奧的新作中。
Leo Kessler, once world-famous, has lost the passion to paint. Karen, his wife, business manager, and former muse, no longer inspires him. His marriage is crumbling and his talent appears to be drying up like his brushes and paint tubes. When Karen leaves on a business trip, Leo gives his art one last fling. He puts an ad in the local college newspaper, seeking two female models. The three spend a week together alone in Leo!|s house, sharing their lives, their most intimate thoughts, and their sexual fantasies..
