In an effort to save his relationship, Kyle asks his best friend Jay to accompany him to an oral sex 101 class. Jay reluctantly goes along and attends a 'mind blowing' session taught by the motherly Lisa, an expert in anatomy, sexual counseling and a lesbian. In a class room rife with vagina diagrams and a couple of interested students, Jay and Kyle embark on a sensual discovery, learning that great sex is aural, not oral.