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In this modern-day romantic tale, Penelope is about a young girl's inspiring journey, a mysterious family secret, and the power of love. With all odds against her, in order for Penelope to break the family curse, she must find true love with "one of her own kind". Penelope Wilhern, born to wealthy socialites, is afflicted by the Wilhern spell that can only be broken when she finds love. Hidden away in her family's estate, the lonely girl meets a string of suitors in her parents' futile attempt to break the curse. Each eligible bachelor is enamored with Penelope and her sizable dowry; until her curse is revealed. Lemon, a mischievous and eager tabloid reporter, wants a photograph of the mysterious Penelope and hires Max to pose as a prospective suitor to get the shot. The handsome down-on-his luck gambler finds himself falling for Penelope, but cannot bring himself to give her what she wants. Fed up by this latest betrayal and determined to live life on her own terms, Penelope breaks free from her family and ventures into the world alone. She finds adventure and Annie, her first friend, and goes on a journey to discover the world and who she wants to be.

The next door neighbors Nell Bedworth and Woody Deane have opposite behaviors and hate each other: the virgin geek Nell is polite, sensitive and well-prepared to go to Yale, while Woody is rude and his greatest expectation is to join a mediocre university due to his abilities playing football. When Nell and Woody are assigned to visit a museum together, they argue in front of a statue of an Aztec god. During the night, their souls swap bodies, bringing difficult situations to them. They first try to damage each other's reputation in high school, but soon they discover that their dream of joining college can only happen with mutual respect and support.

The wide generation gap between Tess Coleman and her teenage daughter Anna is more than evident. They simply cannot understand each other's preferences. On a Thursday night they have a big argument in a Chinese restaurant. Both receive a fortune cookie each from the restaurant owner's mother which causes them to switch bodies next day. As they adjust with their new personalities, they begin to understand each other more and eventually it's the mutual self-respect that sorts the things out.

Mia Thermopolis (Anne Hathaway) is the average teenager - sweet, a little geeky, and pretty much invisible to everyone with the exception of her mother, best friend Lilly (Heather Matarazzo) and Lilly's older brother Michael (Robert Schwartzman). Making it through high school without throwing up is a challenge in itself for Mia, so it doesn't come as welcome news when her estranged grandmother, Queen Clarisse Renaldi (Dame Julie Andrews), shows up out of the blue and calmly informs her that she is in fact the heir to the throne of a European country called Genovia. Suddenly Mia's life is thrown into complete overload. She's being taught about scarves, waves, and pears in order to become a perfect Princess, she gets a makeover and a tough looking, yet sweet bodyguard and limo driver called Joe (Hector Elizondo). Things get out of hand when the media gets a hold of the story and suddenly Mia is thrust into the spotlight in the newspapers and in school. On top of all of that, Mia has a choice to make. She must decide by Genovia's Independence Day Ball whether she longs to relinquish her claim on the throne or to become the Princess and heir to the throne her father, Philippe Renaldi (Rene Auberjonois), and grandmother want her to be.

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