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Billy Madison is a non-working, non-educated slacker who lives entirely off his dad. He spends his day drinking beer, reading girly magazines, and hanging out by the pool. When his father realizes that Billy is unfit to run the family business, Billy decides that he must go back to school and earn a real education. He figures it will be no problem going back to high school and learning over again, until he learns that his father bought Billy’s passing grades all the way back in elementary school. Thus, Billy must return to elementary school and pass each grade one at a time in a short time, or else he loses his place as heir to the company. In addition, Billy tries to win the hand of Veronica, a sexy school teacher who thinks her students are more mature than Billy.

Astrid Magnussen is a 15 year old girl, living in California. Her mother, Ingrid, is a beautiful, free-spirited poet. Their life, though unusual, is satisfying until one day, a man named Barry Kolker (that her mother refers to at first as “The goat man”) comes into their lives, and Ingrid falls madly in love with him, only to have her heart broken, and her life ruined. For revenge, Ingrid murders Barry with the deadly poison of her favourite flower: The White Oleander. She is sent to prison for life, and Astrid has to go through foster home after foster home. Throughout nearly a decade she experiences forbidden love, religion, near-death experiences, drugs, starvation, and how it feels to be loved. But throughout these years, she keeps in touch with her mother via letters to prison. And while Ingrid’s gift is to give Astrid the power to survive, Astrid’s gift is to teach her Mother about love.

A school social studies assignment leads to social changes that spread from city-to-city. Assigned to come up with some idea that will improve mankind, a young boy (Haley Joel Osment) decides that if he can do three good deeds for someone and they in turn can “pay it forward” and so forth, positive changes can occur. What appears to initially be a failure, is indeed a success that is not immediately known but is traced backwards by a reporter who is a benefactor. The initial recipients of the boy are a drug addict (James Cavaziel), his badly scarred school teacher (Kevin Spacey), and his alcoholic mother (Helen Hunt). While physically and mentally scarred by past events, the teacher is not the only one bearing scars. The young boy fears his mother’s fate, particularly at his brutal, alcoholic father’s (Jon Bon Jovi) hands. The mother also bears scars from her childhood with a homeless, alcoholic mother (Angie Dickinson).