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.

She finds an apartment and 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), aren't quite normal.

In class, she has trouble expressing herself, unlike Gredin, an attractive co-student and sculptor whom she soon starts dating.

Meanwhile, she has found a job babysitting Daphna, the daughter of her art teacher Donald Falk, a man who has betrayed his wife multiple times by having sex with his female students.

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.

Gredin arrives to reveal that Daphna has survived, but a now psychotic Donald knocks him out before he enters Lily's room.

In the aftermath of the events, Lily contemplates dropping out of school and moving back to Michigan.

The film is known as one of lead actress Alyssa Milano's attempts to break her child star image.

[2] 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.

They decided to go into another direction, not using Milano as the primary sex symbol in the film, but her co-star Johnathon Schaech.