In the small, western Tennessee city of Ellenburg, in the late Sixties, the students of Barrington High School have the long-standing and dismal reputation of being the loser school on the poorer side of town. Enter new teacher Leonard Haskell-an ex-Army drill instructor and combat veteran-who will utilize his considerable motivational skills in an attempt to reverse that image, no matter how ingrained in the student body's psyche. Along with their fellow seniors, trying to cope with Mr. Haskell, and against the backdrop of the Vietnam War, drugs, civil rights and the counter culture, three friends-Greg, Dewey and Warren, face the confusion and excitement of this period of upheaval and heroism, in the final months before Americans landed on the moon.