A college student, Carol, drops by her professor's office in an effort to gain his help and do better in class. John, the professor, in the midst of buying a house to celebrate his nomination for tenure, at first seems distant. As the first meeting progresses, the two discuss the nature of understanding and judgment, as well as their very own natures and places in society. It seems as if a bond has been made. But after an accusation, their second meeting dissects the first and every word; every nuance of the first meeting has been twisted into something else... or has it? Oleanna questions who is right and who is wrong, but ultimately lets the audience decide.