Ivy may be gone, but her legacy lives on (and that's not necessarily a good thing) in this sexy thriller. Lily (Alyssa Milano) is a young woman from the Midwest who leaves behind her sheltered life and travels to California to study art. Lily quickly discovers that one of her professors, Donald Falk (Xander R. Berkeley), has taken a decidedly non-academic interest in her. Later, when Lily moves into an apartment with a group of fellow students, she finds that one of her new flatmates, art-school playboy Gredin (Johnathon Schaech), has amorous designs on her. While looking through a closet, Lily finds a diary from Ivy, a teenage temptress with a dangerous talent for wrapping men around her finger. Lily begins remaking herself in Ivy's image and engages in passionate affairs with both Donald and Gredin, but Lily doesn't realize until it's too late that her powers of erotic manipulation can have terrible consequences. Poison Ivy II: Lily was the follow-up to 1992's Poison Ivy, though the original film's director (Katt Shea), screenwriters (Melissa Goddard and Andy Ruben), producer Peter Morgan, and star (Drew Barrymore) all declined to participate in this production.