Mark's mother is having a mid life and it's driving his crazy. Formerly a proper woman, his hot redheaded mom is now dressing provocatively and enjoying all the attention she's getting from the men around her. Unfortunately that includes her son who has started to think about her in some decidedly improper ways.
Making it worse is she has become increasingly affectionate with him to the point he is so uncomfortable that he mentions it to his father. His father isn't worried, telling Mark it's because he has been traveling a lot lately, and Mark's mother is just looking for some attention and trying to be sexier because she's worried he'll meet someone while away.
Mark figures his dad is right, it's a phase and she'll get past it. Then one night while his father is away, Mark walks in to find a masked and stranger in their house. He's armed, and claims he has been watching Mark and his mom and knows they want each other. They deny it, but the man is not to be denied and demands Mark take his mother while he watches.
Mark is scared, afraid of what will happen if he doesn't do it. His mom tells him to just pretend she's someone else, but that's hard when their guest forces him to keep calling her his mother.
But despite his fear, once things start to heat up, he finds that not only is he beginning to enjoy performing sexual acts with his mother, but she seems to be as into it as he is. Is it an act or had she really wanted him?
Once the stranger leaves, things get even more bizarre, and Mark is about to learn that things are not always what they seem!