Principal Arthur Gold (Bob Dishy) is married to Alice (Madeline Kahn), although their union appears to be unhappy.

The school Arthur runs employs down-and-out teacher Sue Berlin (Barbara Barrie), who prepares her children to view the upcoming solar eclipse; secretary Bea (Anne Meara) and lunch lady Marie (Julie Kavner), who discuss dreams and astrology; and bus driver Ceil (Judy Graubart).

At the center of the story is aspiring actress Judy Berlin (Edie Falco), who is Sue's daughter.

During class, while her students are making paper cutouts in order to view the eclipse, Dolores Engler (Bette Henritze) wanders into the classroom and asks the children to look outside.

As they eat, they discuss their dreams of filmmaking; David says he hopes to make a documentary about a town similar to the one in which they live.

Arthur checks on Sue, who at first assures him she’s fine before breaking down, and saying she will not play games, hinting at her romantic interest in him.

When they return to the museum, David kisses Judy and then, seeing her unaffected by it, denounces her dreams of Hollywood by telling her the competitive nature of the film industry.

Alice and Arthur greet each other quietly in the streets, and Sue catches Dolores wandering around and tells her that everything will be alright, as the sun begins to show itself again, ending the film.