17 year old Wes is stuck living with his divorced father in a boring apartment complex. Eager for his first sexual encounter and starved for companionship, Wed reluctantly forms a friendship with neighbor Dusty after he discovers that the older man writes for an adult magazine called "Dear Pillow".

Dusty mentors Wes in the art of writing pornography and soon draws their lusty apartment manager into his dark lesson plan. The three form an uneasy alliance that plunges Wes into dangerously adult territory where he must choose between sexual fantasy and reality.