Teacher and ex-marine Louanne Johnson accepts a full-time job at a East Palo Alto highschool without realizing that the students in her class are highly intelligent, but with social problems. She either must give up or learn how to get the students' attention and help them learn. Basically, the plot is as follows: White teacher enters a mostly-minority "alternative" (read: group of kids that act out) classroom and commands respect. In turn, she changes their lives as they change hers. It's basically the story of Raul, Emilio, and Carrie, and how they cope with life as a result of Ms. Johnson. It's not a simple profession to earn your life, it's much more than this, it's a mission, a passion, a drive, a call, just like the one an actor or a director haveEx-Marine Louanne Johnson (Michelle Pfeiffer) comes to a Palo Alto high school in search of a job as a student teacher. What she gets instead is a full-time position teaching English to a group of bright but "socially challenged" students that she quickly dubs as the "rejects from hell." When her first-day wardrobe choice and meek attitude earn her the nickname of "White Bread", she tries a radical approach: wear a leather jacket, curse as proficiently as the kids, and teach karate as a lead-in to English Lit. It works, and the students start to come around. Despite protestations from an uptight, by-the-book principal (Courtney B. Vance), lives are changed as a result of Louanne's unorthodox approach of using Bob Dylan lyrics to teach poetry and rewarding completed assignments with trips to amusement parks and dinners at fancy restaurants. She abandons the textbooks and relates to her students on their own level. Intrigued by the innovations and buoyed by their teacher's genuine confidence in their abilities, the students soon find that learning is its own reward and begin to see beyond their previous limitations.