Henry Barthes (Adrien Brody) is a substitute teacher who shuns emotional connections, and never stays long enough in one district to bond with his students or colleagues. Troubled and lost, Henry lands at a public school where an apathetic student body and disinterested parents have created a frustrated, burned-out group of teachers and administrators. Inadvertently, Henry becomes a role model to his disaffected students and bonds with a teenage runaway who is just as lost as he is.