Empathy and humor skirmish with discipline and rules at Woodridge. On one side stands its administrator, the rigid, formerly affluent Frances Harmon (Julia Duffy). A Woodridge alumna who boarded at the school during its glory days as an upper crust private girls academy, Frances' polished poise slips around the sharp sarcasm of youthful, working-class teacher Katherine "Kit" Weaver (Bonnie McFarlane) or in the presence of sweet gym teacher Dan Rossini (Adam Ferrara). Teachers and dorm supervisors, Kit and Dan are youthful, street-wise and constantly sandwiched in the middle between Frances' high-minded principles and the eclectic mix of students who wreak typical adolescent havoc in the halls of Woodridge.

Teenage social etiquette between the Freshman boys and girls requires mutual public ridicule and enormous covert curiosity about the opposite gender. Madison Lewis (Lisa Wilhoit) is tough-minded and defiant, traveling to the beat of her own drummer; her roommate, beautiful selfish Sara Valentine (Vanessa Evigan), one of the few actual "rich kids" at the school, uses whatever wiles necessary to get everything she wants and third dorm partner Carla Stone (Monica McSwain), is possibly the only person at Woodridge who is actually there to study. Sharing the adjacent dormitory suites are Chip Wigley (Corbin Allred), a resourceful guy with a knack for getting anybody whatever they need and his constant companion, Jared Moore (Rashaan Nall), a tall, charming African-American from the inner-city who arbitrates whatever is "cool" at school.

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