* Joe Clark: The controversial but effective principal of Eastside High School, played by Morgan Freeman.
* Ms. Joyce: A dedicated teacher who initially resists Clark's methods but eventually supports him.
* Mr. Samuels: A teacher who initially tries to stand up to Clark but is ultimately forced to leave the school.
The movie is based on the real-life story of Joe Clark, who became principal of Eastside High School in Paterson, New Jersey, in 1982. He implemented strict, unorthodox methods to improve the school's academic performance and discipline, which included installing metal detectors and hiring security guards. While his methods were controversial, they were ultimately successful in turning around the school's fortunes.