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The movie begins with Kirsten Dunst's character, Betty Warren, typing with a voice over explaining that Julia Roberts character, Katherine Watson, really wanted to work at Wellesley College (year 1954). When a position opened in the Art History Department, she really went for it.

She was at Oakland State in California, and what she lacked in status and breeding she made up for in brains. Cut to Katherine on a train cross country to Massachusetts. As she arrives at Wellsley, she first goes to her housing where the Resident Advisor tells her she cannot have holes in the walls, hotplates or male visitors. Katherine replies, "I don't think I can go a year without a hotplate."

She then goes to an off campus house where Marcia Gay Harden, a teacher of manners, home economics etc., shows her around. Marcia is very proper and talks of a man she was supposed to marry, but did not because her man went off to war and died.

She's very square and not hip. The other roommate is the college nurse, who we find out had a lesbian lover who died the year before. She's more modern and Katherine and her hit it off and drink together.

The first day of class comes and the students (all girls) are very sharp and seem to be a step ahead of her. As she goes through all her slides, they know the names of the works, the artists and even the criticism behind the pictures. Katherine is embarassed. Her class is not challenging for the very smart girls.

The girls are Betty Warren - who is like her mother, very proper, snobby and speaks frankly to the girls she rooms with. She is in the midst of planning her marriage to Mr. Jones (the Jones family that the phrase keeping up the with Jones' was named after). She is snide and self righteous. Her best friend is Julia Stiles, who is smart and has a Harvard boyfriend, we find out she does his homework for him. Maggie Gyllenhall is a wild girl.

She is liberal and it is said she is having an affair with the Italian Professor (Dominic West I think is the actors name). He is a war hero to the Wellesley community. Betty often calls Maggie a slut, even though they are in the same circle of friends.

Maggie shows off a diaphram to the girls one night and tells the girls that the school nurse gave it to her (remember, the school nurse is Katherine's cool roommate.

That week an editorial is published in the campus paper written by Betty Warren condemning the nurse for promoting promiscuity among the girls. Katherine hates the article, as does the Italian Professor, they both talk about it. The nurse gets fired. Katherine is really angry.

Meanwhile, Joanne (Julia Stiles) comes to her office and complains that she got a C, she never gets C's. At this point Katherine has made her classes more difficult, stressing modern art like Picasso and Pollack (remember it's the 50's) so this is very new and controversial to the faculty and students like Betty Warren. Anyway Joanne wants another chance and she get one. Katherine also finds out that she is Pre-Law but just plans to get married after graduation, because that's how it is. However, she had always fancied Yale Law School.

The next day at class, Katherine hands Joanne a blank Yale Law School Application covertly.

Betty Warren's wedding happens and it is a big event,

everyone is invited and there the Italian Proffessor hits on Katherine.

Maggie Gyllenhall sees this and is jealous and hurt, but she likes Katherine a lot. She dances with the Italian prof and tells him she is too good for him and so is Katherine. He tells her its over and not to keep bugging him, he tells her nicely.

After the wedding, Betty starts to skip class, also her husband always has some kind of meeting in NY and is never there. Suspicious. Meanwhile Betty finds out the Joanne's boyfriend bought an engagement ring for her and is going to propose soon. Joanne tells Betty about Yale Law and Katherine's suggestion. Betty is angry and writes an editorial that Katherine is against women getting married and is a radical.

Meanwhile, Katherine's California boyfriend shows up and asks to marry her. Everyone on campus thinks she is engaged, but she says no. She likes the italian war hero professor. They start to date and he promises her that he will not date any students while they are together. He tells her a war story about a village in Italy called San Remo, the same story,we see that he tells his Italian class. Its obviously his stock war story to impress people.

Time passes and the girls really like Katherine and she likes them, except Betty.

Then Joanne runs off and elopes with her Harvard man instead of going to Yale (she got in). Katherine is really disappointed, but Joanne reminds Katherine that she said she could do whatever she wanted to do and she wants to be home to raise her children and get food on the table by 5:00 for her husband.

After this the faculty is deciding whether or not to have Katherine back next year. Also Maggie sees Betty's husband with another woman. Katherine finds out the Italian Proffessor was really stationed in New York in the language center. He lied. He never had traveled to Europe. (Its kind of a big deal in the snobby school that Katherine has never seen the fine art in Italy that she teaches.)

The faculty decides that she can stay if she teaches less modern art, and if she gets all her lesson plans approved ahead of time by faculty. Some don't want her to stay but her class has become the most popular on campus. Graduation comes and Katherine decides to leave. Betty leaves her husband, even though her mother wants to kill her for embarassing the family. Betty thanks Katherine and asks her to help her find a place in Greenwich Village with Maggie. Betty tells her mother off in front of Katherine at Graduation.

The film ends with Katherine leaving and Betty's voice over typing the last article of the year, saying Katherine was a great influence on the girl and even though some people say she was a quitter for leaving, she acutally wasn't because she just did not want to conform and change herself to please others (the faculty and conservative alumni).

The girls give her a send off by chasing after her cab on their bikes wearing their graduation robes.

The end.

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