Dan Dunne (Ryan Gosling) is a young inner-city junior high school teacher whose ideals wither and die in the face of reality. Day after day in his shabby Brooklyn classroom, he somehow finds the energy to inspire his 13 and 14-year-olds to examine everything from civil rights to the Civil War with a new enthusiasm. Rejecting the standard curriculum in favor of an edgier approach, Dan teaches his students how change works - on both a historical and personal scale - and how to think for themselves.

Though Dan is brilliant, dynamic, and in control in the classroom, he spends his time outside school on the edge of consciousness. His disappointments and disillusionment have led to a serious drug habit. He juggles his hangovers and his homework, keeping his lives separated, until one of his troubled students, Drey (Shareeka Epps), catches him getting high after school.

From this awkward beginning, Dan and Drey stumble into an unexpected friendship. Despite the differences in their ages and situations, they are both at an important intersection. Depending on which way they turn - and which choices they make - their lives will change.