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With Honors (film)

With Honors

Theatrical release poster
Directed by Alek Keshishian
Produced by Peter Guber
Jon Peters
Amy Robinson
Paula Weinstein
Written by William Mastrosimone
Starring Joe Pesci
Brendan Fraser
Moira Kelly
Patrick Dempsey
Josh Hamilton
Gore Vidal
Music by Patrick Leonard
Distributed by Warner Bros.
Release date(s) April 29, 1994
Running time 103 minutes
Country United States
Language English
Budget $12 million
Box office $20,016,254

With Honors is a 1994 dramedy film starring Joe Pesci and Brendan Fraser. The film was directed by Alek Keshishian, who has more famously directed music videos for Madonna and Bobby Brown.



Montgomery "Monty" Kessler is an honors student in the Government program at Harvard University in the middle of writing his senior thesis. Monty rooms with art student Courtney Blumenthal, radio DJ and trust fund child Everett Calloway, and neurotic pre-med student Jeff Hawkes, and is the pet project of Professor Pitkannan, a Nobel Laureate and staunch conservative.

One night, while working on his thesis, his computer suffers a hard drive failure and all his data is lost. Paranoid about something happening to his sole printed copy, he leaves in the middle of the night to make copies, with Courtney following to make sure he is okay. While taunting Courtney for falling behind, Monty trips over a bike rack, breaking his ankle and dropping his thesis down a steam vent and into the boiler room of Widener Library.

As Courtney distracts the night security guard, Monty sneaks down into the cellar to retrieve his paper. When he arrives in the boiler room, he sees a disheveled man reading it, then burning the thesis page by page. Shouting for him to stop, he is then attacked by the startled man. Asking only for his thesis back, the homeless man demands compensation for not burning it. Refusing a personal check, he demands donuts and fresh underwear. After returning to his house looking for advice and help from his roommates, he calls the university police on the man. They arrest him and search his belongings, but the thesis is not there.

Following the man to his court appearance, his name is revealed to be Simon B. Wilder. After convincing the judge to dismiss the charges against him with impressive legal arguments, he is then held on contempt. Monty pays his fine so that he can get his thesis back. Following him outside, he confronts Simon about the paper. Although Simon blames Monty for getting him kicked out of the library, the two of them work out a deal for the thesis where Simon will give one page for each service Monty provides. Simon then takes up residence in Everett's broken-down van in the backyard of Monty's house. Confronted by his roommates, Monty assures them he will get Simon out as soon as possible.

Rejecting Monty's idea of Social Security Disability benefits, Simon tries his best to teach Monty humility and humanity. Monty eventually warms up to Simon and the two become friends. During one memorable scene, Monty takes Simon to one of his classes with Professor Pitkannan, where Simon gets into an argument with the professor. Pitkannan attempts to humiliate Simon with his status as a homeless man, but Simon answers his question with such wisdom and eloquence that the entire class applauds as he leaves. Monty also tells Simon about how his father left him and his mother when he was five, having only sporadic contact with him until his death. Simon responds by showing him his collection of "memories," a bag of stones. Each stone reminds him of a specific memory like his "last good night of sleep" and a woman who was "the one".

With time, some of the roommates learn to appreciate Simon's presence. Courtney appreciates the new, gentler Monty and Everett makes a deal with Simon to fix the van in exchange for wine. Jeff, however, is annoyed by having to pay for extra food and fears the possible reactions of his visiting parents. On a particularly cold night, Jeff rejects Monty's request for Simon to sleep in the cellar, threatening to move out with his share of the rent. Monty lies to Simon, who also asks to sleep in the cellar, but Simon sees through his deception and leaves in the middle of the night.

After Jeff, Courtney, and Everett leave for Christmas break, Simon sends a homeless friend to the house with instructions to get a meal and deliver the rest of the thesis, along with a philosophical message. Delivering both, the friend tells Monty that Simon doesn't want to see him, but gives Monty his location at a church shelter. Monty goes to the church, discovering that the "shelter" is simply an alley filled with homeless people. He finds Simon on the ground wheezing and coughing and takes him home after promising not to take him to a hospital. He puts Simon up in the attic, their former roommate Boz's old room, and tells him that he can stay there as long as he likes with no deal. Simon then tells him that he has asbestosis from his days building and sailing ships for the Merchant Marines. Touched by Monty's courtesy, Simon agrees to accept government benefits to pay his way in the house. Recuperating over the break, Simon prepares a New Year's meal for the two of them, and is shocked to discover Monty has thrown out his old thesis and is writing a new one.

As the roommates return home from break, Monty introduces Simon as their new housemate, but Jeff is reluctant to share the house with Simon and threatens to leave again. Eventually, Simon reconciles with Jeff by cooking him French toast, his favorite meal. While writing his own obituary, Simon reveals to Monty that he left his own wife and son when he joined the Merchant Marines. Monty is angry, but forgives him and brings Simon as his "date" to the biggest party of the year on campus. As the two watch Courtney dance with her on-again, off-again boyfriend "The Face", Simon recognizes that Monty loves her and gives Monty a poetic pep talk to not let her be a regret. Taking his friend's advice, Monty pursues Courtney and makes his true feelings known with a spontaneous kiss, which Courtney returns.

Late that night, Monty and Courtney wake up to find Simon collapsed in the hallway and struggling to breathe. Monty then acquiesces to take Simon to see his long-lost son, Frank, even though it will mean missing his thesis deadline and thus losing his chance to graduate with honors. The entire household sets off on a road trip. When they arrive, Monty speaks to Frank, who initially refuses to meet Simon. Only after Monty tells him about Simon's failing health does he agree. The two talk for a minute, with Frank berating Simon for leaving and telling him he wants nothing to do with him. After his daughter (Simon's granddaughter) approaches, Frank tells her that Simon is nobody and leaves. Simon breaks down, grabs a stone for a "memory," and the roommates head back home.

On the way, Simon has another asbestosis attack and leaves the van, intending to die alone in a field, recalling a story Simon once told about a dog of his who had done the same thing. Monty convinces Simon that he doesn't have to die alone, and the friends return home. As Simon lies in bed, the roommates take turns reading to him from Walt Whitman's Leaves of Grass. As Monty finishes his passage, Simon peacefully passes away. The four friends bury Simon in a cemetery, reading Simon's final obituary. He highlights each roommate's personality and especially congratulates Monty on his own personal honor. Monty breaks down and the friends embrace.

Monty then goes to meet with Professor Pitkannan. The professor criticizes Monty for changing his thesis and for his new approach to government, but appreciates his beliefs and effort, saying there are few who agree with him either. He regrets that because Monty turned his paper in late, he could not graduate summa cum laude as he had intended. The pair shake hands and Monty leaves. At the graduation ceremony, the friends sit together and embrace as they are celebrated as the Class of 1994. They walk out, with Monty grabbing a stone for his own "memory".


  • Simon Wilder (Joe Pesci): A homeless man who is living in the boiler room of the library on Harvard's campus. In his past, he worked as a merchant marine before asbestos damaged his lungs to the point where he could not work and was fired. He also abandoned his family, probably around the same time he started working in the shipyards. Through the trials and tribulations of his life he has become educated on many subjects. He ends up passing this knowledge on to the people he meets in his last days.
  • Montgomery 'Monty' Kessler (Brendan Fraser): The protagonist of the movie. A brilliant, albeit cynical, young man that has gotten himself into Harvard without any money ties and is about to graduate as a government student with honors if he can put the finishing touches on his senior thesis. He is rather bitter because of his father's abandonment of him at a young age. His ideas and his thesis all change once he meets and gets to know Simon Wilder.
  • Courtney Blumenthal (Moira Kelly): The only female roommate of the house. She is a young woman who just uses her male companion, nicknamed "The Face", for sex. Kessler has been longing to end his platonic friendship with her and begin a romantic relationship, which Simon senses and encourages, which ends up happening during the movie.
  • Everett Calloway (Patrick Dempsey): One of the four roommates of the house and Monty's best friend. He has a wealthy father who finances his son's education and lifestyle (which he eventually cuts off). He is a long haired disc jockey for the radio station at Harvard. He is one of the first of the roommates to warm up to Simon as he offers him wine if Simon can fix his van.
  • Jeffrey Hawkes (Josh Hamilton): The neurotic and sissified roommate who is studying to be a gynecologist. He is the roommate who is staunchly against Simon Wilder living in the apartment or on the property. He eventually comes around during the movie as well.
  • Professor Pitkannan (Gore Vidal): He was originally the antagonist of the film and later a respectful protagonist. He is described as a pessimist. He is the professor Monty must satisfy in order to graduate with honors. He gets into a very heated debate over the Constitution with Simon Wilder during a class in which, according to the class reaction, Wilder wins. Pitkannman isn't seen again until the end of the film talking with Kessler and telling him he will never graduate with honors. However Kessler thanked him and respectfully shook his hand making Pitkannan no longer the antagonist.


The film was shot at various locations in Massachusetts, Illinois, Indiana, and Minnesota, including the Harvard University campus in Cambridge, Massachusetts. The exterior of Winthrop House appears, but the interiors pictured are not that of actual Harvard houses, and the last scene of the movie was shot at the University of Illinois at Urbana-Champaign. The buildings and surroundings were dressed up to look as if it were Harvard and many of the people in the final scene are Illinois students. The graduation scene was shot while the local climate in Illinois had not allowed for the trees to bloom leaves and so artificial branches and leaves were stapled on. All of the outdoor shots of Harvard's Widener Library had the University of Minnesota's Northrop Auditorium in that role. The scene in which Simon Wilder and Professor Pitkannan debate the role of the president in American democracy was filmed in Lincoln Hall at Northwestern Law School.


The movie received predominantly negative reviews, review aggregator site Rotten Tomatoes notes only 18% of reviewers gave With Honors a positive review.[1][2] [3][4]

According to Boxofficemojo.com, the film grossed about $20 million in the U.S. Despite this modest figure, it did manage to be the #1 at the U.S. weekend box office between May 6–8.[5]


With Honors
(Music from the Motion Picture)
Soundtrack album by Various Artists
Released March 22, 1994
Genre Pop
Label Maverick, Warner Bros.
Producer Madonna, Patrick Leonard, Various

The soundtrack was released on March 22, 1994 by Maverick Records. It contains the U.S. No.2 hit single and theme song "I'll Remember" by pop singer Madonna. She received nominations from the Golden Globes, Grammys, and MTV Movie Awards.

  1. "Thank You" – Duran Duran
  2. "I'll Remember (Theme from With Honors)" – Madonna
  3. "She Sells Sanctuary" – The Cult
  4. "It's Not Unusual" – Belly
  5. "Cover Me" – Candlebox
  6. "Your Ghost" – Kristin Hersh/Michael Stipe
  7. "Forever Young" – The Pretenders
  8. "Fuzzy" – Grant Lee Buffalo
  9. "Run Shithead Run" – Mudhoney
  10. "Tribe" – Babble
  11. "Blue Skies" – Lyle Lovett
  12. "On the Wrong Side" – Lindsey Buckingham


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