Southern-born Erin Kennedy was raised in the shadow of the Confederate flag. Growing up in that shadow she learned to see how it affected people and their views on different people. 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 woman develop their friendship and soon their interest in each other becomes far from academic. The mature woman 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, approaching their romance with a lot of enthusiasm. Now, can the mature woman keep up with the hot-blooded youngster?