In Oklahoma City, Oklahoma, the family of Deedee and Wayne Rodgers prepares to attend a performance of the visiting American Ballet Theatre, for which elder Rodgers were once dancers. After the show, Deedee sits alone in the auditorium sobbing before going backstage to reunite with her old friends from the company, including choreographer-turned artistic director Michael Cooke, and the company’s manager, Adelaide. Eventually, Deedee sees her close friend and former rival, Emma Jacklin, who is now the company’s prima ballerina, and introduces her teenaged children, Emilia, Janina, and Ethan. Emma Jacklin is Emilia’s godmother, but has not seen her since she was a young child. Later, Deedee and Wayne host an after-party at their home and Emma suggests to aspiring dancer Emilia that she take a class with the company. When Deedee and Emma are alone, they express envy for what each has achieved. Years ago, they both rehearsed with Michael for the lead in Anna Karenina, but Deedee became pregnant, married Wayne, and eventually opened a ballet school in Oklahoma. Emma got the role and became a star. Deedee expresses resentment over the turn of events and wonders if Emma would like to change places; Emma worries that her career is winding down and she has little to show for it. Meanwhile, during the company’s class, Emma points out to Adelaide and Michael how talented and well-trained Emilia is. That night, Emilia comes home with the news that she has been invited to join the company, but she wants to carefully consider her answer. Later, Wayne convinces Deedee that she should accompany Emilia to New York City for the summer, and Ethan can take classes there as well. When Emilia chooses to join the company, Wayne and Janina remain behind to run the school, and Deedee, Emilia, and Ethan go to New York City, where they move into the Carnegie Hall apartment of Madame Dahkarova, a master dance teacher. As Emilia rehearses and Ethan studies, Deedee feels increasingly irrelevant. In addition to her children not needing her, she is snubbed by the company’s other prima ballerina, Sevilla Haslam, and cannot get Adelaide to talk to her about a possible teaching position. Meanwhile, Emma rehearses a new abstract ballet, but clashes with the young choreographer, Arnold Berger. Michael attempts to broker a truce, but Arnold refuses to change his choreography to accommodate Emma, who suggests he use Emilia instead. Arnold leaves and Michael tries to comfort Emma, however, he has another piece of bad news. She will not be dancing Giselle in the coming season, because a younger ballerina, Carolyn, will be replacing her. Emma asks Michael if he knows that the dancers will be paid per each performance this season, a new cost-cutting policy, of which he was unaware. Later, Emma goes home with Deedee and shares her disappointment, lamenting that she did not retire when she was thirty-five years old. To make matters worse, Madame Dahkarova is coaching Carolyn in the next room. Emilia returns to the apartment and announces she has been cast in Arnold’s ballet. The five women have tea and Madame Dahkarova suggests Emma help coach Emilia. The next day, the company’s male star, Yuri Kopeikine, and Sevilla rehearse, and Yuri notices Emilia dancing. He later dances with Emilia, takes her to his apartment and they make love. Late that night, Emilia returns home and tells her mother that she was with Yuri. Sometime later, Deedee is shopping with Emilia and Ethan, and runs into Rosie, a male conductor friend from the old days. Rosie returns with them to Madame Dahkarova’s and they reminisce. Following a performance, Emma and her lover, Carter, who is married, discuss the limitations of their fifteen-year affair. Meanwhile, Yuri pleads with Emilia to stay the night with him, but she worries what her mother will think. Sometime later, Rosie confesses his longtime attraction to Deedee and seduces her. At the theater, Emilia sees Yuri wooing Carolyn and returns home upset. When Emilia cannot sleep, she notices that her mother has not come home and suspects Deedee is with Rosie. Forgetting the time difference, Wayne calls from Oklahoma, and Emilia covers for her mother, but begs her father to come to New York City. In the morning, Emilia is curt with Deedee. During rehearsal, Emilia chafes at Arnold’s command to dance without emotion, goes to a bar and becomes intoxicated. She returns to the theatre barely able to stand, but Emma guides her onstage, while Deedee watches from the wings. Deedee seethes as Emilia spends the night at Emma’s, discussing relationships and sacrifices. The next day, Emma visits Adelaide and Michael to insure that Emilia is included in the company’s twenty-fifth anniversary gala. Later, Emma sends a dress for Emilia to Madame Dahkarova’s apartment, further angering Deedee. Deedee tries to confront Emilia, but Emilia does not wish to talk about her growing relationship with Emma. Deedee asks for forgiveness for spending the night with Rosie, but Emilia remains bitter. The night of the gala, Deedee wishes Emma luck but tells her she should not have given Emilia the dress. During the event, the company presents selections from its repertoire and Deedee reflects on the choice she made to marry and have a family over a career. When she can no longer stand to watch, she goes into the foyer. As Emma and veteran male dancer Freddie Romoff perform Anna Karenina, Michael joins Deedee, saying that the two dancers are too old for that ballet, which depresses him. When Deedee asks Michael, would he have cast her instead of Emma if she had not gotten pregnant, he claims he cannot remember. They return to watch Emilia perform Arnold’s piece and it is a triumph. At the party afterward, Michael tells Adelaide and Deedee that he thinks Emilia would be perfect for Sleeping Beauty the next season. Deedee congratulates her daughter, but feels left out when Emma appears, stealing the attention. Moments later, Adelaide crushes Emma by suggesting that Emma stage Sleeping Beauty rather than perform in it. Emma slips away to a small bar and orders a drink, not initially noticing that Deedee is sitting nearby. Seeing her former rival, Emma asks her friend to let loose, so Deedee accuses the ballerina of sabotage: Emma had convinced Deedee that she would lose Wayne if she had an abortion, thus eliminating her as a competitor for the role in Anna Karenina. Emma denies the claim speculating that Deedee intentionally got pregnant because she knew she did not have what it takes to be a prima ballerina, and argues that she does not regret her choices. When Deedee asks why Emma is trying to be a mother to Emilia, Emma counters she is trying to be the girl’s friend. As Deedee reflects that Emilia is not a “killer” like Emma, Emma throws a drink in Deedee’s face. They take their argument outside and it soon escalates to a physical fight, but they are reduced to laughter when they realize how ridiculous they look. Emma admits she would have done or said anything to land the Anna Karenina role and saw Deedee as a threat, and the friends reconcile. The following day, Deedee and Ethan pick up Wayne and Janina at the airport. Later, at the apartment, Wayne and Deedee watch Madame Dahkarova prepare Emilia for a performance of Romeo and Juliet with Yuri. Alone, Deedee admits to Wayne that she got pregnant to prove to the company, in part, that he was not gay, as male dancers were often presumed to be. He admits he wanted to prove the same thing and they realize that they ultimately manifested the life they really wanted. Emilia, standing unseen in the doorway, overhears them and is pleased. Later, Emilia and Yuri rehearse; Yuri wants to rekindle their romance, but Emilia is all business. On the night of the performance, Emilia and Yuri dance to great applause and Emilia earns her first curtain call. In her dressing room, Emilia’s family, friends, and colleagues celebrate her achievement. She presents a bouquet of flowers to Deedee and they exchange understanding looks. Deedee sees Emma standing alone onstage, in the dark, and joins her. They embrace and share the hope that Emilia gets what she wants from dancing.