After her husband leaves her for a younger woman, Alice Washington a middle aged mother of two decides to complete her college education at Smith College. She and her 20 year old room mate Zoe Burns share their experiences, conflicts and interest in their poetry professor.

Nora Barkin is an aspiring actress who supports herself by working for a courier service. No sooner has Nora's friend and coworker Bill Reagan jubilantly announced that he possesses a lottery ticket worth 13 million dollars than Bill is killed by an unknown assailant. Though discouraged from doing so by investigating detective Marinello, Nora insists upon trying to solve Bill's murder herself.