After being released from prison, small-time con artist Cade tracks down his old girlfriend. When she rebuffs him, he fakes his past in order to get hired as the principal of the school where she teaches, in the hopes of winning her back. Cade soon begins to take a sincere interest in the welfare of his students, and enlists the help of his friend Matthew to break a drug-dealing network that has infested the school.

Anthony Geary
as Cade

Lorna Patterson
as Julie

Jordan Charney
as Barela

Penny Johnson Jerald
as Michelle

Ken Olandt
as Snyder

Billy Dee Williams
as Matthew Raines

Peter Syvertsen
as Dolan

Dennis Farina
as Detective

Alan Ruck
as Officer Bob Jenkins

John Kapelos
as