Vivian was a successful entrepreneur who shared a house with her friend, Gwen. Although they were good friends now, Vivian had once despised the younger nurse. While in hospital with a terminal illness, her husband and Gwen had become very close.

When the two women went on a trip together, circumstances forced them to spend the night together on a sleeper couch. Soon, these lusty, competitive women were facing each other in a very competitive sexfight.