This film is a must for any Michelle Pfeiffer fan. I think it is one of her best performances. This is also based on a true life story. She is hired on as a school teacher for a class full of misfits and degenerates. and takes them from a class of students who don't care to a students actually wanting to learn. She became one of them bending and twisting the rules and changes their lives. This story shows what one person whose underpaid can do.