Young Aki is growing up; he's starting to notice how beautiful and sexy his mother is. But his mother still thinks of him as a child and doesn't hesitate to strip down in front of him before taking a shower. His mother leaves Aki is the care of their voluptuous neighbor, Miura. Aki is shocked when Miura offers to be his mother. She leads him into a strange yet wonderful world of pleasure--and then tells him her friends want to "mother" him as well!