Cleo and her clumsy assistant Bob are back with another show. This show is part of Cleo's paint-along art class series. She has enlisted Bob's help as she wants to touch upon a subject that is completely different from her normal landscape paintings. Today the class is about live nude model painting and Cleo will model herself. Sadly She forgot to tell this to Bob before the class started, so Bob thinks that he has to paint a nice landscape. While he turns away to take his paints and brushes, Cleo explains to the viewers the subject of the day and undresses herself.

When Bob turns back around, he gets startled by the view of naked Cleo and he accidentally squirts some paint on Cleo. Not fazed by such a little accident, Cleo continues to talk to the viewer and instructs Bob to paint the background of the painting.

When he has finished doing that, Cleo tell the viewers about the pose and lets Bob change her pose to the one he desires. However, he forgets that he still has the big paintbrush in his hand and makes blue spots on Cleo's skin. She tries to keep smiling for the camera, getting a bit annoyed by her assistant.

Cleo then instructs Bob to mix the paint to get a skin tone colour. While mixing, he gets a bit enthousiastic and splats yellow and white paint on Cleo. Wearily by the antics of her assistant, she continues to teach and finally Bob starts to paint the female figure on his canvas. The result, however, is not really good. So Cleo tells Bob to get in touch with his subject, to "feel" what he is painting. Bob ofcourse misunderstands this and starts to feel Cleos big boobs whilst his hands are still covered in paint. The result, ofcourse, is even more paint on Cleo.

Seeing that Bob isn't up to the task of painting some fine art, Cleo desides to ditch the subject of the day and to do some bodypainting instead. However as soon as the first paint hits her skin, she starts to get arroused. She orders Bob to spray more and more paint on her skin until she is so arroused that she needs more than paint alone. She asks Bob to undress and starts to wank his "pencil".

While she gives Bob the handjob, he continues to cover her with a lot of paint until the point that he cums hard over Cleo's big boobs.