At first, the story begins with the rowdy bunch of Form 5 Class E students whom among all the other Form 5 classes has the lowest class average and is well known for their trouble making traits. These students have lost all hope and studying periods has turn to making fun of teachers sessions.

Because of these events, the new Form 5E homeroom teacher Mr.Au (Frankie Chan) has to use of modern extraordinary teaching methods to tame these students. Although it seems that the students are in his control, but they actually plan for a counterstrike.

Miss Lau (Monica Chan),a teacher in the school is not happy with the way Mr.Au handles his students and dispises the thought that he could make the class become better. Thus, she keeps on pinpointing him, attacking him and finding a chance to kick him out of the school

Miss Lam (Kristy Yong), which is an English Literature teacher is reared under an excellent enviroment and has even received a degree from Cambridge University. With her sweet gorgeous face and her nice character, she is welcomed by both students and teachers alike. The challenge begins when she has to teach Form 5E class, but she handles them quite well instead.

Music teacher Bei (Mark Lui) comes in the story which also is in the commitment of helping these Form 5E students. Although his music is mostly classical types, he gets no attention at all from the students. Later, we see our star attraction, the cute and witty Physical Education teacher, Mr. Ng which has always been welcomed by the girls because of his modern dance dances which he performs quietly in his room.

Overall, the beginning of the story was pretty much boring because they were like doing the very common pranks and lame stuff. The story got alot better, when the love events starts. A nice movie with a nice musical presentation at the end of the movie.