Refined but struggling actress Lauren Ames (Shelley Long) finally has a chance to study with the great theatre professor Stanislav Korzenowski (Robert Prosky). Sandy Brozinsky (Bette Midler), a brash, loud actress, decides through happenstance to also study with Korzenowski. Lauren and Sandy take an instant dislike to each other when they first meet in Korzenowski's class, but unknown to each other, both women begin dating the same man, Michael Santers (Peter Coyote).