Bill is a recently divorced middle-aged man with an obsession with busty women. He thinks he has met the perfect woman in Candace, a big breasted widow who loves enticing him with her size. However, when he meets Candace's college-aged daughter, the young vixen seems to enjoy teasing him, with her even bigger, and growing, breasts. Now Bill has a hard decision to make, to keep things going with Candace, even if it means he might give in to the temptation he knows he never should.