When Lou Anne Johnson (Pfeiffer), a Marine Corps veteran with an education degree, begins a new job at an inner-city school in California, the principal (Dzundza) warns her that her class will all be kids with severe social problems with no interest in education. Although resistant in the beginning, she ultimately gets them to not only open up to learning and literature through unconventional but effective teaching methods, but she's also able to reach out to the students who need her most.