When Ms. Kent (SELENE DRAKE) fails to show up for work after a long night of bondage, bears and orgasms, Ms. Devereaux (BELLE DEVEREAUX), the new Assistant Librarian is sent to check on her. Ms. Devereaux may have good intentions, but her arrival makes things much worse for poor Ms. Kent.

The bears quickly put Ms.Devereaux to sleep with a hypnotic spell, and she is completely under their control when she awakens. The bears use the enthralled Assistant Librarian to further torment Ms. Kent, using a vibrator to drive her beyond her erotic limits.