After her parents passes away in a horrific car accident, college junior Marlena Rhodes is left with nothing but broken dreams and an ever mounting pile of debt. Desperate to make a living, she starts picking up every job offer she can find in an attempt to stay afloat. When she picks up a random flyer from the Art department requesting models to pose for the graduate students, Marlena takes up the offer without a second thought. Marlena soon discovers that not only will she be baring it all, she'll be doing it for one person and one person only: Jonathan Conway, the drop-dead gorgeous painter who she's been eyeing for all three years of college. As their painting sessions grow longer and more personal, will Marlena finally have the courage to truly bare it all to Jonathan?