Richard Clark has just left the well-known Wellington Academy to teach at Marion Barry High School. Now, he will try to inspire the D-average students into making good grades and try to woo a fellow teacher.

Three manic idiots—a lawyer, a cab driver and a handyman—team up to run a ballet company to fulfil the will of a millionaire. Stooge-like antics result as the trio try to outwit the rich widow and her scheming big-shot lawyer, who also wants to run the ballet.