Former Marine LouAnne Johnson (Michelle Pfeiffer) leaves an officer’s commission and a nine-year military career to pursue her dream of becoming an English teacher. But while earning her credentials at a Northern California high school, she is assigned to a group of students who change her life forever as she changes theirs.

Although each of her charges exhibits a seemingly impenetrable facade, these kids are desperate to connect with someone who cares about them. As their new instructor, the feisty Ms. Johnson defies all the rules, creates her own curriculum and instructs this class of tough, inner-city teenagers from college-level texts.

Frustrated that her students, whose standardized test scores range from average to excellent, have come to accept failure as a way of life, she cajoles and tricks them, even bribes them, into learning. More important, she loves them and helps them to believe in themselves, in their spirit and in their potential.