Walters is Rita, a working-class woman seeking the path to self-discovery. Bored with her life as a hairdresser, and under pressure from her husband to start a family, she enrolls in literature tutorials at a British university determined to better herself. Caine is Frank Bryant, the disillusioned English professor who is assigned to teach her. While Frank watches Rita embark on a radical transformation, his own life takes on a different kind of transformation as he finds himself falling in love with Rita while sinking into the depths of his alcoholism.