The one thing that the education bosses who run Pittsburgh's Adams elementary school "do right is protecting what is wrong."
And there's plenty that's wrong. Children are lethargic and rebellious, teachers unmotivated and disinterested and special education problems - such as dyslexia - are ignored.
When bar-tending single mom Jamie (Gyllenhaal) witnesses first hand the lack of concern for her daughter, she attempts to enrol her in a better performing school up the road. However, it's literally a lottery system...and her number doesn't come up.
Meanwhile, at the other end of the social scale, veteran teacher Nona Alberts (Davis) is ground down by the drudgery of teaching at Adams under a suffocating regime where dynamism is treated with suspicion.
The two are brought together when Jamie - fraught with frustration - proposes taking the failing inner city school over and starting afresh.
However, there's an Orwellian bureaucracy to deal with, fearful parents to win over and the I'm All Right, Jack dogma of the all-powerful teachers' union to confront.