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Troubled young student Richie Deville is in danger of failing his classes, and gorgeous instructor Veronica Avluv warns that she can't make allowances for him for much longer. He confides that home troubles have prevented him from attending class, so the compassionate older woman offers him a spare room at her place so he can study and get his grades up. But Richie has another secret he wants to share with Veronica - if he can convince her to see him as a man, and not a boy.