Kelly Devine is a substitute teacher for Remedial English 101. Her students Ramon and Marco are earnest in their attempt to overcome their difficulty with the language but are even more keen on trying to get into Kelly's pants. They each attempt to woo her in their own way until a fight erupts between them over who is "man enough" to satisfy Kelly. Little do they know that Kelly is a promiscuous slut with a thing for Latino wang and before you can say, "We need some more Lemon Pledge," Kelly is spreading her holes wide open as she wants nothing more than a good old fashioned DP!