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Soon after arriving to teach at a small town college, Abe Lucas (Joaquin Phoenix) gets involved with two women, Rita Richards (Parker Posey), a lonely professor who wants him to rescue her from her unhappy marriage; and Jill Pollard (Emma Stone), his best student, who becomes his closest friend. While Jill loves her boyfriend Roy (Jamie Blackley), she finds Abe's tortured, artistic personality and exotic past irresistible. Pure chance changes everything when Abe and Jill overhear a stranger's conversation and when Abe makes a profound choice, he is able to embrace life to the fullest again. But his decision sets off a chain of events that will affect him, Jill and Rita forever.