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Carrie (Ashley Jones) is an attractive history teacher at a public high school in Philadelphia. Always taking a special interest in particularly troubled students — she goes above and beyond other teachers, to ensure these kids have a decent future. She's also in the middle of divorce, dealing with visitation and custody rights of her 9-year-old daughter and dealing with a 17-year-old orphan Jeremy (Erik Knudsen), a smart kid with lots of potential, whose less-than-conducive home life constantly gets in his way. Unfortunately, Jeremy lives with his uncle Bill (Chris Mulkey), who owns a used car dealership and spends much of his time trying get-rich-quick schemes, in a world of shady business dealings and unsavory characters. Bill discovers that Carrie is the daughter of a multi-millionaire businessman (Art Hindle), and hatches a plan to extort three hundred thousand dollars from her, with blackmail as his back up. He arranges for Jeremy to transfer into her class at school and encourages a mutual special interest in order to get them photographed "together"; the photos being used to expose an illicit "teacher and student" affair if she doesn't pay up. (Accent Film Entertainment)