When a new teacher (Sharla Cheung) arrives, she finds herself caught up in the affairs of the students from her class. Jimmy Lin is harbouring an unrequited crush on childhood friend Athena Chu. However, he is too shy to reveal his feeling to her when he discovers that she has fallen for the cool kid in class, Nicky Wu. Meanwhile, another student Dicky Cheung has gotten himself into trouble with the triads after failing to pay a debt owed to them. With so much going on, how will Sharla Cheung find a way to solve the troubles of her students and get them to study hard to pass their exams?