Richard Clark (Jon Lovitz) is offered a position at Marion Barry High, a failing school in need of a huge turn-around. The story centers around the students and their antics (pregnant teenagers, drug use, sexuality, etc.) and Mr. Clark's difficulties interacting with and understanding them. Ultimately, Mr. Clark tries to prepare his students for a future by getting them ready for college entrance exams. While this goes on, he falls for a co-worker, Victoria Chapell (Tia Carrere). The students have to change their lifestyles or risk falling into one of the many easily accessible careers: drug dealing or fast food.