A little too clunky and heavy-handed at times to be truly great (thank the lord there's only one classroom scene, I was very concerned during the Madonna moment), but there are some great scenes throughout and the plot is genuinely compelling from start to finish. Lumet's direction is better than some of the other trash he directed during the '80s but it's still sadly anonymous and unremarkable compared to his hey-day.
The dialogue between Phoenix and Plimpton is interesting. What Plimpton's saying is so absurdly arch and artificial at times, but it works when delivered to the taciturn but clearly listening Phoenix and it prevents the flirtation from falling into boring cliché. So even as I'm raising my eyebrows at her over-expressiveness I'm also kind of into it?