A Vietnam veteran and former student activist, Harry Bailey (Elliott Gould) has returned to college to complete his Master’s Degree in Education. When not bedding his classmates, he teaches remedial English and tries to steer clear of the growing student unrest. Things become a bit more complicated when he falls in love with Jan (Candice Bergen), a beautiful coed, who's become a leader in the movement. As the demonstrations grow violent, however, the ensuing riots force the police to declare martial law.  Deciding that "getting straight" is more important than fitting in, Harry denounces his professors, deliberately fails his exams and happily rejoins the movement.