Feeling upset, she pierces her belly button and starts to rebel, thereby estranging herself from her friends. One day, Lily catches Gredin and Bridgette together. He falls in love with her, which affects his marriage to Angela. She inspires Donald to perform art again, having noticed that he's been afraid to express himself. He is unamused by the amount of private time that she spends with Donald, but she explains that it's because of the babysitting. Gredin grows even more attracted to her, and they begin a sexual relationship.

She cuts her hair and starts wearing more revealing clothes. Slowly, Lily becomes obsessed with Ivy's letters and photos and attempts to take over her image. Meanwhile, she has found a job, babysitting Daphna, the daughter of her art teacher Donald Falk, who betrayed his wife and had sex with other women. In class, she has trouble expressing herself, unlike Gredin, an attractive co-student and sculptor whom she soon starts dating. She is soon drawn to the content, also desiring to have the girl's sexual confidence and fearlessness. In the box, she finds nude pictures of the girl and her diary. One day, Lily discovers a box of items belonging to Ivy, a girl that she has never met before. She finds an apartment, and she soon notices that her roommates, Tanya (a friendly lesbian artist who becomes a good friend to Lily), Bridgette (a cruel and taunting artist who initially takes an immediate dislike to her), and Robert (the silent but talented musician), all art students, aren't quite normal.

Lily is a sheltered art student from Michigan attending college in California. It is a sequel to the 1992 film Poison Ivy and the second installment of the Poison Ivy film series. Poison Ivy II: Lily is a 1996 American direct-to-video erotic thriller film directed by Anne Goursaud, written by Chloe King and stars Alyssa Milano.

Poison ivy 2 lily part 2