In Revolution Studio's Mona Lisa Smile, Julia Roberts leads an all-star cast of prominent young actresses including Kirsten Dunst, Julia Stiles, Maggie Gyllenhaal and newcomer Ginnifer Goodwin, in a story of women struggling to define themselves in a world that has already defined them.

Katherine Watson (Roberts) travels from California to the New England campus of Wellesley College in the fall of 1953 to teach art history. In the post-war era, Katherine expects that her students, the best and the brightest in the country, will take advantage of the opportunities presented to them. Soon after her arrival, however, Katherine discovers that the environment at the prestigious institution is steeped in conformity. According to their poise and elocution teacher Nancy Abbey (Marcia Gay Harden), an engagement ring on a young woman's finger is considered a bigger prize than a well-rounded education.

When Katherine encourages her students to think independently, she runs afoul of the more conservative faculty and alumni, including one of her students, the upper crust Betty Warren (Dunst). The recently married Betty becomes a formidable adversary when Katherine persuades her best friend, Joan Brandwyn (Stiles), to apply to Yale Law School - even as Joan is awaiting a proposal of marriage from her boyfriend.

For the smart and provocative Giselle Levy (Gyllenhaal), Katherine becomes a much-needed role model and mentor. The sweet and shy Connie Baker (Goodwin) also draws courage from Katherine's example and gains the confidence to break through her insecurities.

In a world that told them how to live, Katherine teaches them how to think for themselves. Through her students' trials to find their own way, Katherine learns to chart a different course for herself as well.

Revolution Studios Presents A Red Om Films Production, Mona Lisa Smile, starring Julia Roberts. A Columbia Pictures release. Also starring Kirsten Dunst, Julia Stiles, Maggie Gyllenhaal, Juliet Stevenson, Dominic West, Ginnifer Goodwin, Topher Grace, John Slattery and Marcia Gay Harden.

Mona Lisa Smile is directed by Mike Newell and written by Lawrence Konner & Mark Rosenthal. The producers are Elaine Goldsmith-Thomas, Deborah Schindler and Paul Schiff. The executive producer is Joe Roth. The director of photography is Anastas Michos. The production designer is Jane Musky. The film editor is Mick Audsley. The costume designer is Michael Dennison. The music is by Rachel Portman. The music supervision is by Randall Poster.

Mona Lisa Smile has been rated PG-13 by the MPAA for Sexual Content and Thematic Issues.

An Inspiring Generation

Several years ago, screenwriting partners Lawrence Konner and Mark Rosenthal (Jewel of the Nile, Planet of the Apes) read an article about Hillary Rodham Clinton's years at Wellesley College in the 1960s. "By the 60s the Wellesley curriculum had already been modernized and the students took their choices for granted," says Rosenthal. "But we wondered what it would be like if we went back a generation, before the vocabulary of feminism was handed to women on a silver platter."

In that prior generation, the writers learned that the curriculum was very different.

"They were doing French literature and physics in the morning and how to serve tea to your husband's boss in the afternoon" says Konner.

The writers did further research on women's colleges in the years following World War II. Even the progressive educational institutions were not exempt from the conservative swing that overtook the nation after the upheaval of the war, they discovered. Women, who had contributed to the war effort, taking physically demanding jobs, while their husbands, fathers and brothers were off defending the country, were expected to give up their jobs, return home and raise families.

Konner and Rosenthal also visited Wellesley, considered one of the most academically rigorous and prestigious of the female-only colleges referred to collectively as "The Seven Sisters." Besides Rodham Clinton, the school's alumnae include Madeleine Albright, Diane Sawyer, Ali McGraw, Cokie Roberts and Madame Chiang Kai-shek.

At the Wellesley library, Rosenthal and Konner unearthed a photo from a 1956 issue of The Wellesley News that seemed to encapsulate the dilemma facing women of the era. It was a snapshot of a young woman in a smart dress and pearls with a frying pan in one hand and a book in the other. "The headline was something like 'Survey Shows Married Women Make the Best Students,'" laughs Rosenthal. "What a mixed message. On the one hand, the school boasted that its academic standards for women were on a par with male institutions like Harvard. But there was a P.S.: 'A woman's main purpose in life is still to get married.'"

The dramatic tension between what was expected of women in that era and the dreams and yearnings that were simmering underneath was too strong a premise for Konner and Rosenthal to resist. Wellesley College was an ideal setting, especially during the Eisenhower era when the first sparks of what would later be known as the feminist revolution were being kindled. The focus of their story would be Katherine Watson, a young woman who comes to Wellesley with idealistic notions of what it will be like to teach some of the smartest women in America.

"We've always been fascinated by the notion of someone who is 'enlightened prematurely' -- someone who's ahead of her time. Katherine was our way of imagining that heroine," says Rosenthal.

Katherine herself is from a modest background and attended the more progressive UCLA. "As recently as 50 years ago, New England was still an extension of the Old World, while California really was the New World," says Konner. "So we thought that would be the perfect place for Katherine to have grown up both in terms of its less rigid class distinctions and more permissive social attitudes."

The title Mona Lisa Smile derived from the fact that Katherine teaches art history and Leonardo's masterpiece is one of the most fascinating -- and enigmatic -- works of art ever created. As one of the characters in the film remarks about the Gioconda's legendary grin, "But is she really happy?"

"Thematically that's really the heart of the movie. It's about what we see on the surface -- of society, of these women's lives -- and what's really going on underneath," says Rosenthal. "Each of the female characters presents a façade, but as soon as we think we have them pegged, they surprise us, even Katherine."

In addition, Rosenthal continues, "We think the Mona Lisa works as an icon for women. Most people giggle when they see it. They know it's very expensive and valuable, more something to own than to understand. And that's exactly what Katherine is trying to warn her students against - being turned into a 'pretty, valuable object' on some corporate executive's arm, an expensive piece of property."

The Best And The Brightest

To portray Katherine, the writers wanted an actress who was charismatic, smart and vulnerable. "So we thought of the best actress of our era," says Konner, "Julia Roberts, who has both the intelligence and high-spiritedness the role demands."

The writers related the story of Mona Lisa Smile to Deborah Schindler, president of Roberts' Red Om Films and her producing partner Elaine Goldsmith-Thomas of Revolution Studios (who had previously represented Roberts when she was an agent at ICM). ""After working with Julia Roberts for 15 years, I thought I'd heard every good idea, but this was truly special," says Thomas. "I was fascinated by the early 1950s and how it evolved out of World War II. The war had been the first time in history women were told they could do a man's job. They took off their corsets and took over the factories. Then, after the war, they were re-corseted with clear roles as housewives who supported their husbands and raised their children. On the surface it all seemed fine, but underneath the seeds were planted for the next generation."

"Katherine Watson is a good example of a woman caught between the outbreak of war and the change that happened as a result," Thomas continues. "After considering her options, Katherine realized that she could do more. It's that realization that inspires her to teach these young women. She believes if anyone is going to make a difference in the world, it will be one of them."

Over the next year, Thomas and Schindler worked closely with Konner and Rosenthal in developing the script for Mona Lisa Smile. "Elaine was our guiding light, " admits Konner. "Without her enthusiasm, input and support this movie would not have been possible."

"We had an immediate connection with her," adds Rosenthal. "She had an instantaneous understanding of what we were trying to say, and that kept the film true to its theme all along."

"Revolution Studios' chairman Joe Roth immediately saw the story's potential," says Thomas. "I think when he heard the idea, he realized everything it could be. That's what's so great about Joe. He just lets you jump into the pool. If you need help, he's there. Otherwise he just pretty much let's you swim on your own."

At the top of everyone's list for potential directors for Mona Lisa Smile was British director Mike Newell who has, over the years, demonstrated a deftness and versatility with a wide variety of subjects from the gritty drama Donnie Brasco to the wonderfully romantic and funny Four Weddings and a Funeral. "What's really special about Mike's movies is his fresh, unorthodox approach to characters. All the people in his movies are interesting, iconoclastic and complex," says Thomas. "Even in his comedies there are no stock characters. They're all highly individualized."

Newell was intrigued by the story's exploration of a time and place where rebellion and individuality were very much frowned upon, yet the seeds of change have already taken root. "There was a great deal of debate in the story about what women should and shouldn't do with their lives, most of which had never been publicly discussed before," he says. "Once the subject had been broached, it would eventually lead to a seismic societal shift. I really wanted to look at the moment when that change began."

Newell agreed that Roberts was the perfect choice for Katherine Watson because "she has an intimate connection to audiences. They feel, very strongly, that they know her, and they like her. I knew it would be interesting for her to try on a character like Katherine, a teacher and a woman with a life of the mind."

Roberts signed on to the project soon after Newell was hired. She was a big fan of his work, particularly Four Weddings and a Funeral and another romance, Enchanted April. In addition to being intrigued by Katherine because she was a teacher, Roberts also saw her as someone who would stand out at the staid Wellesley of the 1950s. "For the 50s, her ideas were way ahead of their time," says Roberts, who had contemplated becoming a teacher before turning to acting. "And she embodied the best kind of spirit for a teacher, one that allows for individuality and to explore our personal strengths."

Though her students at first regard her a spinster for being over the age of 30 and unmarried, Katherine feels comfortable with her decision, says Roberts, which some of the young women find intimidating and others, empowering. "That's what so fascinating about the period," she says. "It is right on the cusp of the revolution of the woman's voice in society."

The film's validation of women, however, is applicable to the present as well, and not just for females, Roberts insists. "At its core, the movie is about the struggle of the individual -- male or female. Everyone is looking to find their proper place in life, where they can serve the most and be at their best."

Beyond the central figure of Katherine, Mona Lisa Smile boasted several substantial roles for young actresses. "It's so rare to find so many good parts for women in one film, particularly for young women," says Newell. "Each of these roles was a gem. They contained comedy, struggle and even great sadness. And they all interwove with one another to create a wonderful tapestry of womanhood in that era."

To get a fuller picture of the period, Konner and Rosenthal had interviewed alumnae who had gone on to career prominence as well as women who had dropped out to get married. They combed through the Wellesley archives. In one publication they found photos of several young students who so impressed them, that they made a copy of their portraits and pinned them to the wall for creative inspiration during the writing process. "We made up stories to go with each of the photos," says Rosenthal, "beginning with Betty Warren (Dunst), the editor of the school paper who leaves school in order to get married, the first step to the perfect life she had been promised by her mother."

The daughter of a Wellesley alumna who is as involved in the college as she is in her daughter's life, Betty regards Katherine's challenge to the status quo almost as a personal affront. "At the start, Betty is a bitch and just horrible and condescending to everyone," says Newell. "Then you meet her mother, a formidable and intimidating woman, and you see why Betty turned out that way. Little by little, however, cracks start to appear in Betty's façade and, eventually, her whole exterior crumbles. It's a wonderful and completely credible evolution."

Kirsten Dunst, who was 20 -- the same age as Betty -- when she took on the role, is already a Hollywood veteran, having starred in such films as the recent Columbia Pictures blockbuster Spider-Man® and its highly anticipated sequel.

"Betty was the kind of role I'd never played before," says Dunst. "It was so much fun to play the bitch. Betty is so uptight, so narrow-minded. She doesn't question anything. And as soon as anyone challenges her, she shuts them right down."

What really appealed to Dunst, however, was the multi-dimensionality of the character. "She's mean to people, especially Katherine, but it's because she's so unhappy," she says. "She so desperately wants to be loved."

When Betty's illusions are shattered and her 'perfect' marriage is threatened, however, her cold exterior quickly thaws. "All her life has been shaped by her mother. She's almost like a mini-clone," Dunst continues. "And she believes that once she gets married everything will be perfect. But she doesn't love her husband and he doesn't love her. It's just a planned thing. She pretends to be happy and puts on a smile. Finally, you see her break down. Ultimately, it's Katherine who gives her the courage to be herself. That's essentially what the movie is about, being true to yourself and becoming the person you want to be."

"Betty's journey is her inner battle between image and truth," says Goldsmith-Thomas. "She fights Katherine's lessons and her presence because, if Katherine is right, then her life is a sham."

While she hails from the same social background as Betty, her roommate and class valedictorian Joan Brandwyn has a completely different reaction to intellectual challenges presented by her art history teacher. She is about to become engaged, but with Katherine's encouragement, she decides to apply to law school anyway. "Joan is the woman Katherine decides has the most potential for change," says Thomas. "So she devotes her energies to making sure that Joan recognizes that she has a choice. Once Joan chooses, Katherine needs to learn the lesson of respecting Joan's choice."

Embodying Joan's charm and intellectual curiosity was a task for which Goldsmith-Thomas considered Julia Stiles (Save the Last Dance and Ten Things I Hate About You) the perfect candidate. "Julia was born to play a character from the 50s," says Thomas. "She has the perfect look, a beauty, poise and reserve that take your breath away."

Beyond the role of Joan, Stiles says she was attracted to the project because it offered so many diverse female characters, each of whom experiences a different journey. The time period, which she considers a seminal moment in contemporary women's history, was also a draw.

In addition, Stiles was taken with her character's underlying intellectual curiosity and hunger for experience, desires that Katherine senses and taps into. "Joan is the school valedictorian and very traditional. She's a great student, but she's a textbook great student," says Stiles. "Like the other girls at Wellesley she knows how to recite and regurgitate information. Then Katherine comes along and tells her to think for herself and that's really seductive to Joan."

There was also a wonderful element of surprise in Joan's character, Stiles adds. Though she's not showy and demonstrative like the other girls, she has a solid core. Stiles compares her to "the slow turtle who wins the race. No one knows what to make of her because she seems so obedient. But she proves to be strong and independent minded in surprising ways."

The filmmakers cast Maggie Gyllenhaal, acclaimed for her role in the recent film Secretary, to play Giselle Levy, a sophisticated student who shocks her fellow students by having numerous affairs at a time when such behavior was considered scandalous. When Katherine comes to teach at Wellesley, Giselle is fascinated. "She has been desperate for some kind of validation for her unorthodox feelings and here is Katherine who acknowledges her difference and says it's OK," observes Gyllenhaal.

Giselle's essential problem, as Gyllenhaal sees it, is not her behavior, but the judgment that's placed on it by her peers and society at large. "Giselle is pretty in-your-face and she doesn't know why everybody is making such a big fuss that she sleeps with more than one man. All she's saying is that you should eat food if it tastes good, dance if you like the beat and have sex if you want to have sex. Now, some people might say Giselle's broken or unhappy, or that she's overcompensating for something, but I tried not to judge her."

If there is one dilemma that plagues Giselle, it's one that applies as much to contemporary women as those in the 50s. "She's dealing with something that affects a lot of women my age today, which is how to be sexy and also be intellectual. We're still expected to be one or the other. Why can't we be both?"

In casting the role of Connie Baker, a Midwesterner on a scholarship at Wellesley, the filmmakers were bowled over by Ginnifer Goodwin, who appears on the television series Ed. "Just look at her face," says producer Deborah Schindler. "She looks like she stepped out of the 50s. Her whole persona is magical."

Though she has many advantages in life, Connie is plagued by insecurities, according to Goodwin. "She thinks she doesn't have beauty, or talent, or smarts," says Goodwin. "All she's got are these other girls, and that is so important to her that she allows herself to be their punching bag."

Yet, Connie possesses strong attributes, like her appreciation for the possibilities of love as well as her talent at playing the cello. "The cello is Connie's form of expression, the only form of beauty she's ever been able to associate herself with," the actress explains.

Through Katherine, Connie gains confidence and opens herself up, for the first time, to the possibility of romance. "Suddenly love becomes an option for her and not just a dream. And that sort of power enables her to put herself first for once. Like the other girls, she undergoes a real change. What I love is that some of the women in the film will eventually go out and change the system and others will choose to find strength in raising their own families. Connie realizes she doesn't have to go out and become Joan of Arc in order to be important in her life. That's what Katherine and love give her permission to do."

Not long after winning an Oscar® for her role as Lee Krasner in Ed Harris's Pollock, Marcia Gay Harden signed on to Mona Lisa Smile to play a very different type of woman from the 1950s. Nancy Abbey teaches speech, elocution and poise at Wellesley. The filmmakers were so taken with Harden's interpretation of the character "we moved our schedule around to get her," remembers Goldsmith-Thomas.

In some ways, Nancy reminds me of my mother," says Harden. "My mom is a true Dallas lady and was brought up with the mores, values and etiquette taught to young women of the 50's. Yet she has a great deal of grit and tenacity. Nancy is trying very hard to be representative of what she thinks a woman should be, which is 'simply lovely.' There is a gentleness and grace about her manners and it's a shame we've lost that sense of poise. But Nancy also has a turbulent underbelly caused by the repression of the times. It's poignant that Nancy chooses to remain at home, a spinster, because society's judgment about her age makes her feel it's too late for her to go out and risk something different."

For Harden, Mona Lisa Smile is a real mirror of the period and a tribute to the Wellesley women "who were the pioneers in terms of going out and forging paths and shoving their way into businesses that didn't want them. They were the generation who went out into the world and made a change.