Clifford Peach (Chris Makepeace), an easygoing teenager, is finding it less than easy to fit in at his new high school where a tough-talking bully (Matt Dillon) terrorizes his classmates and extorts their lunch money. Refusing to pay up, Clifford enlists the aid of an overgrown misfit whose mere presence intimidates students and teachers alike. But their "business relationship" soon turns personal as Clifford and the troubled loner forge a winning alliance against their intimidators - and a very special friendship with each other.