Director Anne Goursaud worked previously with Milano on Embrace of the Vampire (1994), and they worried Poison Ivy II wouldn't be as daring as that film. When this sequel was in production, Milano was cast because of her 'recognition factor'. She appeared in several soft erotic films, including Poison Ivy II. The film is known as one of lead actress Alyssa Milano's attempts to break her child star image. Joey Krees as Peter the Performance Artist.However, Lily and Gredin say they love each other, and they decide to be with each other, and Lily decides to stay in California. In the aftermath of the events, Lily contemplates dropping out of school and moving back to Michigan. Donald then follows Lily to the roof and falls to his death. As Lily runs away, Robert approaches Donald and claims that the police are on their way but is thrown down the stairs. Gredin tries to save her, but Donald beats him up and tries to stab him with scissors. A psychotic Donald knocks him out before he enters Lily's room and attacks her. She then showers and afterwards, Gredin arrives at Lily's place to reveal that Daphna has survived. Lily, traumatized by what happened that night, returns home and destroys everything that has to do with Ivy. As Daphna runs out of the home, Gredin sees the dishelved Lily and goes outside as Daphna is hit by a car. They are eventually caught in the act by Daphna, who runs away. She tries to stop him, but has no success.
After being asked to put Daphna to bed, she ends up in the hall alone with Donald, and he forces himself upon her.
Not much later, she is invited for dinner with the Falk family during Thanksgiving and brings Gredin with her, which upsets Donald. They are interrupted by the door buzzer, Lily leaves and is soon reunited with Gredin. She is initially unamused by his attempts, but they eventually engage in sexual activity.
He later claims that he is in love with her and tries to kiss her. Donald, already depressed since he saw Lily kissing Gredin, takes it out on Lily. Meanwhile, Angela has found Donald's drawing of Lily and thinks that he is having an affair with her. He explains however that it was that she has changed too much. She eventually has sex with Gredin, but he dumps her the next day. Trying to make him jealous, she kisses a masked guy, who turns out to be Robert. At a Halloween party, she enjoys the attention that she is getting from men, and she amuses herself, until she sees Gredin intimately dancing with another girl. 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.
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