Lily Leonetti (Alyssa Milano) is a sweet girl arriving at Art school. She has a room with Tanya as her roommate. She finds a box of personal objects and starts reading the diary. She begins to change. She sleeps with fellow student Gredin (Johnathon Schaech). She starts babysitting for her teacher Donald Falk (Xander Berkeley). She becomes his muse posing nude for him as he becomes obsessed with her.

Alyssa Milano was trying to break out of her TV child star status by appearing in this and 'Embrace of the Vampire'. The writing from Chloe King of 'Red Shoe Diaries' is pretty awful and the film is not much better. This is a little better than softcore porn with Milano. Camilla Belle also shows up as the teacher's little daughter.

The first film had Drew Barrymore as a very toxic girl and not much sex, the sequel is almost the complete opposite, but a completely rubbish film. I can't remember any toxic girls, but I can remember the main girl called Lily and a little more sex and nudity than the first film, but not overly exposing it like most other soft core porn films. There is no good story like the original, and no little, and I mean little, bit of nudity saves it. I usually only see films like this only for the sex and nudity content. Lily may be an attractive blonde girl, I think she had not bad tits, and she has sex with a few people, she didn't do it with any women, which might have made it more worth it. Drew Barrymore was a lot more toxic, Lily is just complete trash and utter waste of time. Poor!

They ripped off the title from an earlier successful trashy movie, "Poison Ivy" with the all-grown-up Drew Barrymore as one of those seductive babysitters, and they ripped off the story from an earlier successful trashy movie, "Embrace of the Vampire" with the exuberantly nubile Alyssa Milano herself.

That will give you an idea of how much creative effort went into the making of this film, which is to say, none that you'd notice.

Here's the shamelessly permuted plot. Alyssa Milano, nice virginal girl, goes to a Bohemian art school, has an affair with an equally Bohemian guy, starts reading somebody else's diary, takes on some of the traits of the diarist, develops a crush on the sensitive but happily married guru in her painting class, begins to dress Goth, cuts her hair to a wicked length, begins to smoke (gasp!),treats her loving boyfriend recklessly, shuns her art teacher when he finally begins to put moves on her after she's practically thrown herself on him, bosom first, drives art instructor mad, destroys instructor's family, is discovered in flagrante delicto by the wife, throws her black girl friend out of her room, .... zzzzzzzz.

The only conceivable reason to see this piece of atrocious offal is to see Alyssa Milano take off her clothes and/or simulate intercourse, which she doesn't do nearly often enough in my opinion as expert on art schools, the perils of wearing black garments, erotic cinema, and the contours of Milano's bosom.

This is pretty crummy stuff we're dealing with here. Milano looks fine. How could she look otherwise? But her acting skills are modest, to put it kindly. Nice performance by her insane art instructor, though. Another plus for the androgyne who plays a soothing cello so that our ears are given a respite from the relentless WHANG of the score.

I mean, look at this. After a wild party, her alarm wakes her for an early class with her mad art teacher. She rolls out of the bed she's occupying with her boy friend. While she's performing her morning ablutions off screen, her lover begins to complain that she's changing. She's becoming weird. "You're not yourself anymore. I don't know who I'm talking to. I don't know who I'm making love to." Should he really CARE? Whoever he's making love to, the face and body resemble that of Allysa Milano. And let's face facts == no man would ever organize that sort of statement, nor would any man even know what the words mean. "I don't know who I'm talking to"? A WOMAN would say it, but a man? And then, to top it all off, while they're having this faux conversation, she's slinking around the room apparently wearing his jockey shorts, the kind with the fly and double fabric in front so you can't see through them. Has such perfidy ever been shown on screen? Don't miss this if you can.