Max Fischer is a precocious 15-year-old whose reason for living is his attendance at Rushmore, a private school where he's not doing well in any of his classes, but where he's the king of extracurricular activities - from being in the beekeeping society to writing and producing plays, there's very little after school he doesn't do. His life begins to change, however, when he finds out he's on academic probation, and when he stumbles into love with Miss Cross, a pretty teacher of the elementary school at Rushmore. Added to the mix is his friendship with Herman Blume, wealthy industrialist and father to boys who attend the school, and who also finds himself attracted to Miss Cross. Max's fate becomes inextricably tied to this odd love triangle, and how he sets about resolving it is the story in the film.

In an apartment on Manhattan a couple of friends from the New York upper-class meet almost every night to talk about social mobility, play bridge and discuss Fourier's socialism; the cynic Nick, the philosophical Charlie, party girl Sally and austenite Audrey. They are joined by Tom. His background is much simpler and he is critical of their way of life. But he finds a soul mate in Audrey, who without his knowledge falls in love with him.

Frances lives in New York, but she doesn't really have an apartment. Frances is an apprentice for a dance company, but she's not really a dancer. Frances has a best friend named Sophie, but they aren't really speaking anymore. Frances throws herself headlong into her dreams, even as their possible reality dwindles. Frances wants so much more than she has but lives her life with unaccountable joy and lightness.

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