It felt like heaven when Takure Hayami first transferred to St. Alcadia School with its all-girl dormitory. The babes are luscious and Saori Otokawa, the caretaker, is the hottest of them all. Being extravagantly welcomed by the girls, his expectations for a heavenly school life were huge. But his bubble began to burst when the beautiful, but malicious, Morimote sisters, who actually control the school, try and control Takure when they discover his hidden Ultimate Sex Power.

Reona Morimoto, who controls the school, solicits Takuro to join her "Social Club." Her only intention is to have his "Ultimate sex Power" just for herself. He refuses with all his might, but rumor about his sexual power has spread in the school. Now, aside from the "Social Club," the Tennis, Swimming and other clubs started soliciting Takuro! Irritated, Reona kidnaps and imprisons Takuro's love interest, Saori, to lure Takuro into visiting her club.

Maiko and her gang manages to rescue Takuro and Saori from the hand of Reona, the leader of social club. Soon after, Reona gets caught and detained inside a cage to receive extreme sex lessons and is disgraced by someone who holds a grudge on her. Her pride being torn apart, Reona suspects Maiko as a culprit and tries to give her the same disgrace but...

Reina, the board chairman of St. Alcadia, forces her sister, Reona to wear virtue band so that Reona can not have sex with anybody in the school. Reona thinks it's unfair that only she can not enjoy sex. So she tries to give all the students the same feeling. She makes up the law to ban all the sexual acts in the school. Around same time, academy was stunned by the report of terrific incidents that a mysterious foreign student has been having sex with girl after girl. And this person has let all girls reach orgasm. Reona gets angry and starts searching for this criminal who breaks her rule!

What is this "Secret Party" that the Morimoto group is concocting up at the Reception Hall? A number of students whose families are in financial trouble have been blackmailed to become sex slaves to pay off their debts to the school. Madoka asks Takuro, Saori and her other dorm mates for help in stealing the incriminating "Student Registry" to end the blackmailing, but...

Saori, Ruri and Yuuki's sexual maneuvering finally got them to access the safe box where the infamous "Student Registry" was hidden. While the "Secret Party" was in full swing, the computerized security system malfunctions and discovers the trio's intrusion! Mad as hell, Leina closes down all the security breaches and traps the intruders. She orders their capture using teams of armored combat vehicles, maids, helicopters and macho hunks! To rescue her captured friends from being sexually disciplined, Saori seeks out Leina alone...