Clifford Peache (Chris Makepeace) lives in an upscale Chicago luxury hotel with his father (Martin Mull), who manages the hotel, and his eccentric but loving grandmother (Ruth Gordon). Clifford is the new kid in Lake View High School. Faced with all the stress that role entails he makes his situation worse by insulting Melvin Moody (Matt Dillon), the leader of a group of toughs who extort lunch money from kids. These punks pretend to be bodyguards for the kids to protect them from Ricky Linderman (Adam Baldwin) who, it is rumored, killed his brother in cold blood. Clifford befriends the sullen Linderman and hires him as his bodyguard. When Moody ups the ante, Linderman must decide whether fighting for what he believes in, with his haunted past and image, is justified.