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Unusual as a nude art model due to his girth, the film opens with Michael Q. Schmidt preparing at home and then takes the viewer to Michael modeling for an art class. In an narrative voice-over, Michael speaks about his life and motivations. Lara Bank, a gifted artist and art instructor, describes for her class how they can best capture the essence of mass and volume using Michael as their inspiration. Michael's supposed physical imperfections... his scars, wrinkles, and weight... all become part of the student's efforts.