This historical drama is based on a true story from 17th century France. Madame de Maintenon (Isabelle Huppert) rises from humble beginnings to become a courtesan to the royal court and eventually marries King Louis XIV (Jean-Pierre Kalfon). With the king's indulgence, Maintenon opens a special school for girls, seeking to educate young ladies of distinguished parentage but limited financial means. With the coaching of Maintenon and her staff, the girls learn to speak French with a linguist's precision, in addition to studying philosophy and history. However, when two of Maintenon's charges, Anne (Morgane More) and Lucie (Nina Meurisse), recite material in class that Madame deems inappropriate, it begins a war of wills between the headmistress and her students. The girls begin demanding increasingly greater freedom of both mind and body, as Maintenon turns from espousing beauty and liberty to demanding strict self-denial and enforcing an increasingly narrow set of regulations. Velvet Underground co-founder John Cale composed the film's original score.