Whit Stillman's movies are dialogue driven, which is not everyone's cup of tea. This is the first of a trilogy, all of which take a slice of life of young people coming of age, but in the cusp of a dying culture, with a new order and new responsibilities baring down on them. Here it's the prep and prom culture of New York's Upper East Side, sometime in the 70's. The participants dutifully go through the rights of Christmas Balls and 'orgy' week, act sophisticated, and generally do things and say things which are expected of them. An outsider, Tom, with radical social and intellectual ideas, enters their midst and becomes a catalyst of change here as a romance develops with Audrey. Tom, idealistic, insensitive and naive is embraced by Audrey, emotionally more mature but more vulnerable, accepting his sometimes preposterous social and literary speculation as a sign of substance in comparison to the increasingly jaded and cynical world of her preppy friends. A friendship develops also between Tom and Nick, the most cynical and pessimistic, but also the most aware and responsible, of the group. The conversations are lively and filled with insights into character and maturity. Nothing much happens in this film, but the intricate interplay of characters, dialogue and ambiance make for a fascinating and penetrating look at these young people's lives. It unfolds like a ballet. This is a fine film which doesn't rely on angst or melodrama-- and maintains a humor, poignancy and charm which makes it a rare achievement for the genre. Stillman's other two films in the trilogy are also highly recommended.