Mark Watson (C. Thomas Howell) needs a scholarship to get into Harvard Law School. There's one available for a black student. The only problem is that Mark's not black...yet. But thanks to an overdose of tanning pills, a new hair-do and a lowered voice, he miraculously passes for African-American and receives full tuition. Now with the help of his excessive best friend (Arye Gross), a fierce professor (James Earl Jones) and the beautiful classmate (Rae Dawn Chong) he falls in love with, Mark is about to learn some once-in-a-lifetime lessons about racism, discrimination, sex-crazed white girls and basketball.