Shunsuke has a sexual desire for his mother Nozomi, she raised Shunsuke all by herself, so they are living alone with no father around. He spends almost all of his everyday on masturbation on his mother, when the situation became unbearable and his urges were hard to control he goes to talk with neighboor widow Akiko who is the mother of his childhood friend Akira, but Akiko is not about to slip that chance away and offers herself as a substitute to his mother - "Make love to me instead of your mom...". In the end Shunsuke only confirmed his deep feelings for his mother and finally found a courage to tell her his feelings.

So with that in motion what will happen to our protagonist? After all there are still two stunning beauty who wouldn't mind to "cheer up" Shunsuke...