After years of being sheltered in private school, Clifford Peache (Chris Makepeace) finds life difficult at his new Chicago high school where a tough-talking bully (Matt Dillon) and his pals regularly extort students lunch money. Refusing to pay up, Peache hires a bodyguard-the intimidatingly large class misfit (Adam Baldwin) whose rumored violent behavior is legendary. Though everyone else is afraid of him, Peache strikes up a friendship with the troubled loner. Their deepening relationship and unified stand against the thugs manages to rouse the entire school.