Father Greg Pilkington is torn between his call as a conservative Catholic priest and his secret life as a homosexual with a gay lover, frowned upon by the Church. Upon hearing the confession of a young girl of her incestuous father, Greg enters an intensely emotional spiritual struggle deciding between choosing morals over religion and one life over another.

Billy Madison is the 27 year-old son of Bryan Madison, a very rich man who has made his living in the hotel industry. Billy stands to inherit his father's empire, but only if he can make it through all 12 grades, 2 weeks per grade, to prove that he has what it takes to run the family business.