While earning her teaching credentials, former Marine LouAnne Johnson (Michelle Pfeiffer, center) is assigned to a class of at-risk students who have come to accept failure as a way of life. As their new instructor, the feisty Ms. Johnson defies all the rules and creates her own curriculum in order to teach her kids, including Kareem (Norris Young, left of center) and Big "G" (Rahman Ibraheem, right), to believe in themselves.