Two cheeky trespassers, overcome with curiosity, somehow obtain a key to Mistress Alexis Payne's dungeon and they decide to explore its secrets while the Mistress is away.

Unfortunately for the hopeless pair, the mistress is NEVER away, and they quickly find out more than they ever wished to know about the macabre apparatuses in her dungeon.

First, Mistress Payne shows them what's in store by putting her personal slave through an ordeal of discipline and pain. Then the tow whimpering miscreants are subjected to the pleasures of the slant rock, bastinado, bondage table, spiked tongs and glove, and anything else the Mistress can devise. At the end there's and extra bonus... One of the trespassers gets so turned on by her punishment that she asks if she can become the Mistress's slave.