31-year-old Carrie Ryans (ASHLEY JONES) is an attractive history teacher at a public high school in

Philadelphia. Carrie’s always taken a special interest in her students—especially the troubled ones and goes

above and beyond what other teachers do, including her friend Patti, to make sure these kids have a decent future.

 In the middle of a divorce with her husband Dean (JAMES GALLENDERS), a restaurant owner who’s having an affair with one of his bartenders, Shannon(SONYA SALOMAA), and dealing with visitation and custody issues of their 9-year-old daughter Lacey (VERONIQUE-NATALE SZALANKIEWICZ), Carrie still pours herself into her work and into the students. She’s taken an interest in one student in particular—Jeremy Rander (ERIC KNUDSEN), 17. Jeremy is a smart kid with lots of potential, but his less-than-conducive home life seems to constantly be getting in his way.

 Orphaned at age 9, Jeremy's being raised by his uncle Bill (CHRIS MULKEY), the owner of a used car

dealership. Bill spends much of his time trying to get rich with schemes, living in a world of shady business dealings and unsavory characters-a world that he's quite comfortable in.

When Bill discovers that the bleeding heart teacher at a local high school is actually the daughter of multi millionaire business man David McMillian (ART HINDLE), he hatches a plan to extort three hundred thousand dollars from Carrie—he's going to cut out the middle man of these shady dealings, and go straight to the source.

 Arranging for Jeremy to transfer into her class at school, Jeremy's part is to become one of the students Carrie takes an interest in, and then get her alone so they can be photographed "together." Bill will then send her the photos threatening to expose an illicit "teacher/student" affair if she doesn't pay up. Can Carrie, sensing that Jeremy’s sense of morality conflicts with what his uncle wants him to do, convince Jeremy to go to the police and turn in the very man who raised him when he had no one? Or will she be forced to pay Bill to prevent her life and career from being ruined…?