The episode opens with a shot of Louisiana. Mardi Gras has recently started. We open to a shot of Emmanuelle (Krista Allen) and her boyfriend, Philip (Jack Lawson) having anal sex.

After the previous scene fades Emmanuelle and Philip get in a fight because Emmanuelle is leaving town for a few days. He tells her hasn't even looked at another woman. She says she wasn't born yesterday. She packs up and leaves.

As Emmanuelle is driving she comes across a man on the road. He seems like he has car trouble. She tells him to get in the car and she'll drive him to the next town, considering they are in the middle of nowhere.

On the car ride, Emmanuelle introduces herself. He tells her his name is Haffron (Paul Michael Robinson). She says thats an unusual name. She asks him where he is from and he replied, "a long ways from here". A cop drives down the road and Haffron ducks down. Emmanuelle is scared because she just met him and doesn't know who he is. She asks if he's in trouble with the law. He said that he had a fight with a cop because he had stolen a car. They duck into a resturant. They talk about food, his trouble, the waitress and sex. All of a sudden the cop comes into the resturant. Haffron runs into the bathroom.

Out of the bathroom walks an old man wearing the same clothes as Haffron. He asks Emmanuelle for a ride she says fine. She realizes that the old man sounds exactly like Haffron.

Emmanuelle wakes up on the spaceship. Haffron asks her if she will teach him and the rest of the crew about sex. She doesn't know what to say. (The audience is saying "PLEASE, say yes")

Emmanuelle and Haffron are left alone and she feels desire toward him. He feels desire toward her and they kiss and start to undress.

Emmanuelle starts by touch Haffron all over. She puts her hands on his body. He puts his hands on her body. She directs him. They then make intercourse until Haffron is taught the basics to sex.

Emmanuelle and Haffron lay together after. He asks her about women and men on the planet. He wants to go back down to find more women.

Emmanuelle morphs herself into another woman. She wants to see if Philip would ever cheat on her. She arrives at Philip's party with Haffron and checks out Philip.

Philip tells Emmanuelle that he is in a serious relationship with another woman (Emmanuelle) and with that he says he needs a change of scenery and takes her into another room with Haffron and a prostitute.

Haffron and the prostitute have wild sex.

Philip and Emmanuelle (still morphed) have wild sex.

Emmanuelle outs herself to Philip proving that he would cheat on Emmanuelle for another woman. They disappear and leave Philip behind with no women. Just his hand.

Emmanuelle states that she is able to teach the aliens about sex. She tells Haffron she'll start immediately.

Haffron brings Emmanuelle on a trip down the nile. She continues to teach him and she basically tells him to screw every possible person and find ways to get him off.

Haffron meets a girl, starts to small talk and brings her back to his room.

Haffron and the girl have great sex. He starts out anal then she rides him.

Haffron meets another woman. They get drunk.

Haffron and the woman have WILD sex up against walls, breaking things, she rides him.

Haffron picks up someone else. They strike it off well at once.

Haffron and the woman go back to his room. He gives her a tongue bath and then he rides her and then she rides him.

After all three women find out Haffron has been cheating on all them, they fight him and he goes down. The first of his encounters brings him back to his room.

The woman transforms herself to Emmanuelle, it was her the whole time.

Back on the spaceship Emmanuelle teaches the aliens about sex and music as foreplay.

Emmanuelle takes Raymond (Reginald Chevalier) to France to seduce her newly divorced friend (Kristen Knittle), and teach her about how wonderful sex is again. She has been sad since her husband left her.

Raymond has sex with Emmanuelle's friend. She enjoys it very much on top of the piano because she loves music.

Raymond must return to the ship but doesn't want to because he thinks he's in love with his new found sex partner. So Haffron devises a plan to get him and his beauty apart.

Richard (Richard Nassry), Raymond's lovers old husband has just been screwing anything and everyone. Haffron greets Richard with a kiss, and tells him to get back with his ex-wife.

Haffron morphs into someone that reminds Raymond's woman of her ex-husband. They have sex.

The morphed Haffron steals her away, Raymond is upset, and the real Richard gets back together with his ex. Alls well that ends well.