Katherine Watson(Julia Roberts), an Oakland State University Ph.D. student, is hired as an Art History instructor at Wellesley College for the 1953/54 school year. She is not an obvious choice as Wellesley is an exclusive upper crust institution where its faculty, students and alumni generally look down upon "State" universities. Katherine quickly learns that her paper credentials do affect how her students treat her. She also learns that the students are book smart, but do not know how to think for themselves. Their parents and the school administration foster a predetermined path in life for the girls, namely to stick to traditional mores and thoughts, with the primary goal of marrying into a good family. There are pockets of free thinking among faculty and the students, but those thoughts and associated actions are generally quashed by the overall tone of the school. Katherine decides to instill into her students her own beliefs of what is important in learning. Will the students and administration allow Katherine to be contrary to the prescribed thought?