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High-school history teacher Richard Clark (Jon Lovitz) leaves the prestigious Wellington Academy and heads to inner-city Marion Barry High. He aims to inspire the D-grade students there, no matter what it takes, including holding chicken races, though he also finds time to flirt with a fellow teacher (Tia Carrere). But when the clueless Clark tries helping a struggling student (Mekhi Phifer) who wants to learn, he finds himself in the middle of a gang turf war.