An aging Law School Dean is assaulted in the parking garage of the university. When the situation looks bleakest and her life is flashing before her eyes, a young girl emerges from the shadows and chases the would-be attacker away waving her 9mm at him. Once the scoundrel has fled, the young girl checks on Danielle. Grateful for the girl's help she offers to take her to dinner and home. In Danielle's car the two of them talk and Faith, the young girl explains she doesn't have a home but lives at the bus station or in the park depending on the time of year. When Danielle learns the girl is homeless, she decides to take her home and fix her dinner. The scenario is perfect for Danielle, a latent lesbian with an eye for younger girls. After some discussion she convinces Faith to spend the night in case the mugger tries to follow her home. The short stay evolves into an indefinite arrangement once Faith is exposed the creature comforts living with Danielle provides. Over time Danielle sees herself transforming Faith into an ideal lover just like the story of Pygmalion. Living on the street the young girl has been exposed to all kinds of filthy degenerates trying to take advantage of her. The attractive older woman, and her seduction of Faith is much more subtle and irresistible and the two have a symbiotic love affair each getting out of it what they want.