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Julie Johnson (Lily Taylor) is a 30-something, unhappy, uneducated housewife in a very unhappy marriage with two children; a 14-year-old headstrong daughter named Katie, and a demure 12-year-old son named Franky. Her controlling husband demands that she only cook and clean for the household... and nothing more. Julie escapes from her troubled home life by reading science magazines in secret and dreams of becoming a computer scientist.

When her husband laughs at her hopes to get her GED and go on to college, she snaps and kicks him out. A little later, her best friend Claire (Courtney Love) moves in after leaving her own husband and the two form a family together... falling in love and raising the children as Julie becomes highly successful in her school endeavours and becomes a natural in her computer class taught by Mr. Miranda.

When people begin to wonder about Julie and Claire's newfound romantic relationship, Claire can't handle it and becomes more withdrawn and distant. Claire begins to lose intrested in Julie as well as her education work schedule. When Julie takes Claire out to meet some of her new friends from the university, Claire does not interact with them and becomes very bored. Eventually, Claire comes to realize that she does not want to change her previous lifestyle, and eventually moves out, thus leaving Julie forever.

In the final scene, a sad but confident Julie is back in her class working on her computer finally realizing her dreams and becomming the person she always wanted to be, but she also realizes that she is leaving behind all of the people in her life because they have no interest in her dreams or ambitions.
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