Andrea Bauer, a first year teacher, is learning the ropes while coping with several personal and professional challenges. She's a dynamo, with lots of potential. Will that potential be realized at an impoverished school in an urban setting? As the school year unfolds, her victories and defeats tell a story about life as a new teacher. Bea Johnson, a seasoned veteran, decides to mentor Andrea. She lives alone in one of the roughest city neighborhoods. She has a deep understanding of how difficult life can be for the children she serves. However, Bea must risk more than her professional career to support Andrea. Her steadfast beliefs regarding what must be done to improve the chances that a child of poverty can be successful in school may cost her more than she ever anticipated.

Dorothy Washington, (Ma'am) an elementary school principal, is an 'old-hand' at the job. Over the years, she's struggled with poverty on a daily basis. She's coped with poverty's allies: violence, drugs, neglect and ignorance. Through it all, she's tried to innovate and serve her students as best she can in light of the limited resources available. Now, she has the chance of her career to make her educational dreams possibly come true. Will that happen? Dr. John Handler, a city school superintendent, is waging a battle against the status quo. He is challenged by a growing division on his Board, the impact of failing schools and diminishing budget funds.

Many forces line up against him. Will he succumb to the unions' demands, the political pressures of city hall and the never-ending daily pressures of his office? He will face ethical and moral questions as he seeks to bring his district out of the depths of failure. Over the course of a school year these players will interact while the day-to-day drama of school-life unfolds. Can they make a difference when, too often, they are simply, "Running On Empty.".