Henry Chen (Donnie Yen), who just started to work as a high school teacher, is faced with the crisis that his school might be scuttled by the government. And his students, the combative Jack, ADHD Bruce, video-game fanatic Chris, tomboy Gladys and Indian-Pakistani Gordon are all poorly-qualified in both conduct and academic performance. Henry uses unconventional teaching methods to smooth every problem his students are facing, and finally manages to tame all of his students one by one. Just when everything seems to be working out for Henry, a disastrous incident happened in the class. Battle-hardened veteran Henry has to set out on an ultimate battle with all the teachers and students to defend the school from being disqualified.