The students prepare to take their Lower Cambridge Certificate exam at the end of the first term. Mr. Brown has an encounter with a couple in the bar which might just come back to haunt him.

At the beginning of the lesson, Mr. Brown asks the students to speak aloud for one minute on various topics. The class learns that Taro's childhood was very lonely because he never knew his parents. Mr. Brown sympathizes by telling the class the story of how he was left on an orphanage in Jeremy Street when he was a baby 30 years ago and therefore grew up without any parents as well. However Mr. Brown's mother and father may be a lot closer to him than he ever imagined.

Mr. Brown finds himself in a lot of trouble when Danielle tells Mr. Jarvis, a pestering Irish woodwork teacher at the school, that she is engaged to Mr. Brown. He soon finds himself running around the school in an attempt to squash the rumour, only to leave wrong impressions and ending up in the school gymnasium to box against the philandering teacher.

Juan brings his Russian sailor friend Boris, who has come to England to escape Russia, to Mr. Brown's class. Boris explains that he wants to stay in England to be with his English girlfriend. Everything seems to be going all right until the captain of a Russian ship comes to the classroom looking for his roaming sailor.

Mr. Brown becomes ill and cannot come to class, so, Ms. Courtney takes charge. However, the student's English is not up to her expectations, so she sends them away. They all pay a visit to Mr. Brown, each with their own 'remedy' to make him feel better.

Ali and Su Li surprise the class when they announce that they're getting married. But Mr. Brown gets a much bigger shock when he finds out that Ali is already married and plans to take Su Li as his second wife.

In order to see how prepared they are for their upcoming exam, the students prepare to take a mock exam. But when the students see that their teacher has no faith in them, they decide to cheat in order to ace the exam and prove their progress.

It's Mr. Brown's birthday and everyone in the class has brought him a present. However, it's not all happy returns when Ms. Courtney informs Mr. Brown that his trial month is over and she is not satisfied with his teaching. However, she finds out that the new teacher is taking over the school and brings Mr. Brown back.

Jamila is arrested for shoplifting a magazine due to her misunderstanding the term "free" in promotional material. However, Mr. Brown and Ali later discover that Jamila has shoplifted many other items in the past. Mr. Brown and his students then work together to return the stolen items without being noticed.

Concerned that his students' English is not improving, Mr. Brown keeps them after class--so late that they are locked in.

Ranjeet asks Mr. Brown to help him escape an arranged marriage.

An education inspector arrives at the school to observe the classes, but Mr. Brown mistakes him for a new foreign student.

Jeremy Brown starts his new job as the teacher of English as a Foreign Language class, and meets his students for the first time. A diverse group of ten foreign adult students in London, hailing from nine different countries. The Europeans consist of two au pairs, the flirtatious and beautiful Danielle (France) and prim and proper Anna (Germany); two young single men, Giovanni (Italy) and Max (Greece); and a laid-back middle-aged bartender, Juan (Spain), who speaks no English. The Asians consist of Su-Li, a revolutionary-minded secretary from the Chinese Embassy, Taro, a Japanese businessman, as well as three students from South Asia: Ranjeet, a devout Punjabi Sikh, Ali an unemployed Pakistani, and Jamila, an Urdu-speaking housewife who can't speak a word of English. The school principal, Ms. Courtney, nearly dismisses Mr. Brown immediately as she had requested a female teacher, but he is allowed to stay on a trial basis.