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| Mark Harmon | Mr. Freddy Shoop |
| Kirstie Alley | Ms. Robin Elizabeth Bishop |
| Robin Thomas | Vice Principal Phil Gills |
| Patrick Labyorteaux | Kevin Winchester |
| Courtney Thorne-Smith | Pam House |
| Dean Cameron | Francis 'Chainsaw' Gremp |
| Gary Riley | Dave Frazier |
| Kelly Minter | Denise Green |
| Ken Olandt | Larry Kazamias |
| Shawnee Smith | Rhonda Altobello |
| Richard Steven Horvitz | Alan Eakian |
| Fabiana Udenio | Anna-Maria Mazarelli |
| Frank McCarthy | Principal Kelban |
| Tom Troupe | Judge |
| Lucy Lee Flippin | Ms. Cura |
| Amy Stock | Kim |
| Beau Starr | Mr. Gremp |
| Laura Waterbury | Mrs. Gremp |
| Robin Kaufman | Chainsaw's Sister |
| Dottie Archibald | Mrs. Frazier |
| Patricia Conklin | Mrs. Kazimias |
| Vivian Bonnell | Mrs. Green |
| Judy Heinz | Mrs. Altobello |
| Michael MacRae | Mr. Winchester |
| Carl Reiner | Mr. Dearadorian |
| Lillian Adams | Grandma Eakian |
| Duane Davis | Jerome Watkins |
| David Wakefield | Scuzzy Kid' |
| Conroy Gedeon | Mr. Winnick |
| Bill Capizzi | Security Guard |
Apathetic gym teacher Freddy Shoop is ready to take the summer off in Hawaii, but he's forced to either teach summer-school English or risk losing his tenure. Now he's stuck teaching a group of unmotivated students as disappointed to be stuck in school over the summer as he is. But with the help of a friendly history teacher, Shoop is at least learning how to act the part of supportive mentor and perhaps even learning something about himself as well.
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