Felicity Huffman, Elle Fanning, and Patricia Clarkson star in director/screenwriter Daniel Barnz's illuminating tale of parenting and growth concerning an exceptional young girl whose troubling retreat into fantasy draws the concern of both her dejected mother and her unusually perceptive drama teacher. Phoebe (Fanning) is a talented young student who longs to take part in the school production of Alice in Wonderland, but whose bizarre behavior sets her well apart from her carefree classmates. Her mother (Huffman) is an aspiring academic who is beginning to feel like she has not only failed in her professional career, but as a parent as well. Though Phoebe's gifted drama teacher (Clarkson) has no doubts about the young girl's talent and capacity for learning, the frustration of seeing such a promising student slowly slip ever further away from reality soon becomes a growing concern both at home and at school.