1953 America was a time ripe for change for women and when Katherine Ann Willis (Julia Roberts) arrives to teach Art History at Wellesley College, she finds the institution drowning in outdated mores. While the nation struggles with the fears that accompany a shifting political culture, the powers that be at Wellesley seem to want to re-corset the women who had been the backbone of the World War II workforce just a few years earlier. A passionate educator, Katherine takes on the establishment and in doing so, deeply affects her students who in turn lead her to alter the course of her life forever.