In 1953, Katherine Ann Watson (Julia Roberts), a 30-year-old graduate student in the department of Art History at Oakland State, takes a position teaching "History of Art" at Wellesley College, a conservative women's private liberal arts college in Massachusetts because she wants to make a difference and influence the next generation of women. At her first class, Katherine discovers that the girls have already memorized the entire syllabus from the textbook so she instead uses the classes to introduce them to Modern Art and encourages spirited classroom discussions about topics such as what makes good art and what the Mona Lisa's smile means. This brings her into conflict with the conservative College President (Marian Seldes) who warns Katherine to stick to the syllabus if she wants to ke