At first blush, Brittany Brechbuhl and Neil Ahrendt seem American success stories: They attend Carmel High School, a gleaming glass-and-brick edifice in suburban Indianapolis, where taxpayer support buys a genetics lab, a swimming pool and a 91 percent graduation rate.

Brittany is 28th in her class, with a nearly perfect GPA; Neil is a National Merit semifinalist and class president. OK, so they don't seem to study very hard, but they're squeaky-clean and college-bound.

What could possibly be wrong with this picture?

Plenty, says a new documentary making the rounds with teachers.

Plenty, as in 1.1 billion people in India and 1.3 billion in China who want Brittany's and Neil's education, their prosperity and, someday, their jobs.

The brainchild of Memphis businessman Robert Compton, "Two Million Minutes" takes its title from the amount of time most students spend in high school absorbing, one hopes, enough math, science, literature and history to compete in an increasingly flat, competitive world.

It contrasts Brittany's and Neil's easy suburban lives with those of two Indian teenagers and two Chinese teenagers, making the case that the foreign students are just plain hungrier for success.

"You just want to shake America and say, 'Wake up. We are falling behind daily,' " Compton says.

And "Two Million Minutes" finds plenty to be worried about: not enough study or homework time, not enough parental pressure, not enough focus on math or engineering. American teens, it argues, are preoccupied with sports, after-school jobs and leisure.

The film repeatedly contrasts foreign students' drive with what seems like American cluelessness: In one scene, Chinese 17-year-old Hu Xiaoyuan diligently practices the violin - then we cut to bone-crunching rock 'n' roll and the Friday night lights of Carmel's top-ranked football team.

In another, an Indian science teacher explains an experiment to students, then snaps, "Why are you standing simply there?"

But the scene that seems to get audiences worked up most shows Brittany and friends watching "Grey's Anatomy" as they study.

"For most people, it is eye-opening," says Marc Lampkin, executive director of Strong American Schools, an advocacy group pushing to make education part of the 2008 presidential election. The group's "Ed in '08" campaign has screened "Two Million Minutes" for educators and lawmakers, hoping to get them worked up about global competitiveness.

Compton says the film is a surprise hit among high school teachers, who see in it a clear message for students: Work harder.

After Sue Reynolds saw it in November, she ordered 210 copies.

"The film's very compelling because you've got the data, you've got experts that are very compelling, and you also see with your own eyes what's happening in classrooms and homes in other countries," says Reynolds, executive director of the American Student Achievement Institute, a nonprofit based in Columbus, Ind.

Barb Underwood, superintendent of Carmel Clay Schools, says the film is "a fairly accurate representation" of life in her district. High school students there may not seem as focused on academics as those in India and China, she says, but they're also juggling extracurricular responsibilities. "Our kids are working hard and dedicated to lots of things," she says. "I guess that's the trade-off."

Not everyone has taken the film's message to heart. A few educators call it an unfair attack that leaves the impression that most U.S. kids don't work as hard as peers elsewhere; a few critics say the Chinese and Indian high-achievers in the film don't reflect their nation as a whole.

"Only 40 percent of Chinese kids get past ninth grade," says education researcher and blogger Gerald Bracey. "India still has an illiteracy rate of over one-third, so it's probably easy to convince these kids that they are among the lucky ones."

Others say the film distorts key facts about globalization.

"The clear implication is that we should be afraid, and I don't know that that's necessarily true," says Coby Loup of the Thomas B. Fordham Foundation, a Washington, D.C., education think tank. Though the contrast between the U.S. and foreign students is compelling, he says, it's "manipulative." Economic development, he says, is not a zero-sum game: If China and India succeed, it's not at our expense.

Compton released the film in December and has sold more than 10,000 DVDs at $25 apiece - more than half of those this month.

Compton, 52, grew up in the Washington, D.C., area and attended public schools. A venture capitalist, he ran a medical-device company that he sold in 2000. Since then, he has been running a series of high-tech start-ups.

The idea for the film came to him during a 2001 trip to India, where he hired about 100 programmers and would often treat them to dinner; they'd fall into conversation on a huge range of topics.

"They could talk about U.S. history, European history, Shakespeare. They could talk about Peter Drucker's books on management. They were just so well-read and knowledgeable, I couldn't believe it."

Compton acknowledges that extreme poverty prevents many Indian and Chinese students from getting the world-class education depicted in the film. "But I don't think we should take comfort in that, because they want good education. The government is trying to get them good education."