John N. Smith's formulaic classroom drama has little to recommend it besides strong performances by some of the actors portraying the students. The story, based on the experiences of an unconventional high school teacher, features Michelle Pfeiffer as an ex-marine with attitude who invents imaginative techniques for getting her students to learn. It might have been interesting to know what the teaching experience of the woman on whom this film was based was, because it can't be on the screen. Michelle Pfeiffer can be convincing in many roles, but ex-marine is not one of them, and her relatively swift conversion of these case-hardened kids with a few candy bars and some Bob Dylan lyrics makes Dead Poet's Society (1989) look like a work of gritty realism. Wade Dominguez and Idina Harris turn in fine performances as two of Pfeiffer's students.