Julia Roberts stars as Katherine Willis, a progressive woman whose determination lands her a professorship at a prestigious women's university in 1953 New England. She loves her job and she loves getting to know her students until she realizes that their goals are completely different from her own. Although they are all brilliant, their mission after graduation is to get married and have children and leave academic pursuits behind. At the same time, the university administration does not believe Ms. Willis' teaching techniques are appropriate and do their best to rein her in. Also with Julia Stiles, Kirsten Dunst, Juliet Stevenson and Maggie Gyllenhaal. Directed by Mike Newell. [2:05]

SEX/NUDITY 4 - A man and a woman kiss, the man lies bare-chested on the floor and the woman buttons her top suggesting that they have had sex; then he pulls her down to the floor, kisses her ear and neck. Men and women kiss in many scenes, and a man and a woman kiss and hug. A married man and a woman who's not his wife kiss. A woman kisses an older man. A woman kisses a woman on the cheek several times and moves around the room seductively while talking about another woman having had an affair. A woman talks about having an affair with a married man. Women flirt with men and there are several scenes full of sexual tension. A woman talks about another woman's companion (alluding to the fact that it was a homosexual relationship). Women talk about contraception and pass around a diaphragm. Women talk about a man who happens to be a professor and say, "he sleeps with the students"; also, a younger woman says to a professor "we shouldn't have slept together." Men and women dance together in a few scenes. Nudes are seen in paintings shown in art history classes (the Sistine Chapel, for example). Women talk about a painting being erotic. A woman opens a shower curtain and we see a man nude from the waist up. Women wear bathing suits in a couple of scenes (we see bare legs and cleavage) and women are shown in undergarments and putting on corsets while the end credits roll. Women wear dresses that are low-cut and reveal cleavage, bare shoulders and backs, in several scenes. A woman wears a short top that reveals her bare abdomen.

VIOLENCE/GORE 2 - Two women threaten each other. A woman grabs her daughter by the arm and shakes her. A woman screams at a woman and is very insulting to other women in many scenes. A woman yells in a few scenes. A woman talks about a man having died in World War II, and a woman talks about her companion having died.

LANGUAGE 4 - 7 sexual references, 2 scatological terms, 3 anatomical terms, 12 mild obscenities, 1 derogatory term for someone who's Jewish, 7 religious exclamations.

SUBSTANCE USE - People are shown smoking cigarettes and drinking alcohol in several scenes.

DISCUSSION TOPICS - The 1950s, gender roles, professional goals, academia, promiscuity, romance, disappointment, infidelity, propriety, birth control, homosexuality, art reproduction, brains vs. pedigree, Communism, all girls' schools, the Electra complex, traditionalism, divorce, conformity, perfection, compromise.

MESSAGE - Change takes time. Not all who wander are aimless.