An teenager, clifford Peach, is finding less than to fit in his new school, at which his classmates are terrorized by a tough-talking bully and extorts their lunch money. Clifford enlist the aid of an over grown misfit whose sole presence intimidates teachers and students alike. But their"business model" so on turns personal as Clifford and the troubled loner invent a winning alliance against their intimidators - and a very special friendship with one another.