Director Serna creates in his San Francisco sleeping-loft a gay adolescent's fantasy-land where supposedly-straight youths chat about chicks, watch heterosexual porn, then dive to suck dick for a wobbly but loving camera (one guy sucks himself as well). They get fucked, too, often claiming that it's their first time. There's something charming about a Michelangelesque dude looking away from the offscreen porn movie to gaze down at his dick as it enters his buddy's ass, and then pulling out and rolling over to let his partner fuck him for a while. This is all shot pretty much in real time, showing lubing and changes of position and difficulties getting dick in, and always the inevitable Serna-world cum-eating, which makes the guys grin when Serna orders it from offscreen. Twink-fanciers will especially get off watching one crewcut slacker fuck another who rests his head on a skateboard. The fucker has problems, hands his friend a dildo, then comes on his face. Finally, hefty Tucker pretends to have found a gay dick-mag on the street. He can't fuck Wiley, so just sucks tit while Wiley jacks. They rest, and then sweetly beat-off again together. Such pretenses and problems only add to the daydream reality of Serna-sex.