In the Shitamachi district, a run-down section of Tokyo, curmudgeonly but dedicated educator Kuroi (Nishida Toshiyuki) teaches a junior high level night class. His students are a motley crew of outcasts largely forgotten by society. Kuroi encourages his pupils, who must balance their classes with jobs and family obligations. Through an assigned graduation essay, each classmate's story is revealed, from the Korean restaurant owner (Masato Hagiwara) to the illiterate laborer (Kunie Tanaka).