Richard Clark has just left the well-known Wellington Academy to teach at Marion Barry High School. Now, he will try to inspire the D-average students into making good grades and try to woo a fellow teacher.

A town—where everyone seems to be named Johnson—stands in the way of the railroad. In order to grab their land, robber baron Hedley Lamarr sends his henchmen to make life in the town unbearable. After the sheriff is killed, the town demands a new sheriff from the Governor, so Hedley convinces him to send the town the first black sheriff in the west.