Clifford Peache, an easygoing teenager, is finding less than easy to fit in at his new high school, where a tough-talking bully terrorizes his classmates and extorts their lunch money. Refusing to pay up, Clifford enlist 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.

Chris Makepeace
as Clifford Peache

Adam Baldwin
as Ricky Linderman

Matt Dillon
as Melvin Moody

Paul Quandt
as Carson

Hank Salas
as Mike

Joan Cusack
as Shelley

Dean R. Miller
as Hightower

Tim Reyna
as Koontz

Richard Bradley
as Dubrow

Denise Baske
as Leilani