Clifford Peache lives in an upscale Chicago luxury hotel with his father, the hotel manager, and his grandmother. He is a new student at Lake View High School, where he arrives each day in a hotel limousine.
Clifford becomes a target of abuse from a bully, Melvin Moody, and his gang, who regularly extort money from students, allegedly to protect them from another student, Ricky Linderman. According to school legend, Ricky has killed several people, including his own little brother. A teacher tells Clifford that the only violence she’s aware of from Ricky’s past occurred when his nine-year-old brother died accidentally while playing with a gun.
Clifford soon approaches Ricky and asks him to be his bodyguard. Ricky refuses, but the boys become friends after Ricky saves Clifford from a beating by Moody and his gang. Ricky has emotional issues over the death of his brother a year earlier, and is slow to trust Clifford, but shows him a cherished motorcycle that he has been rebuilding. The friendship between the two boys is strengthened as Clifford successfully helps Ricky search junkyards for a hard-to-find cylinder for the motorcycle’s engine.
As Clifford, Ricky, and a few other friends from school eat lunch in Lincoln Park, Moody and his gang approach. Moody has enlisted an older bodybuilder named Mike to be his bodyguard. Mike intimidates and physically abuses Ricky and vandalizes his motorcycle before Moody pushes it into the lagoon. Ricky runs away. He later appears at the hotel and asks Clifford for money before leaving again. Clifford follows him and the two argue before Ricky finally reveals that he accidentally shot his brother while babysitting him. As a result, he is overwhelmed with guilt and remorse.
Moody and Mike return to the park to continue bullying the other children. Ricky is also there retrieving his motorcycle. Moody notices and demands the motorcycle, which Ricky refuses. Moody summons Mike; Ricky and Mike engage in a long fistfight, which Ricky wins. Ricky urges Clifford to fight Moody while Ricky coaches him. Clifford initially fights incompetently, but finally lands a solid punch which knocks Moody down and breaks his nose as well. Moody sits on the ground, bleeding and whining. Ricky retrieves his motorcycle and jokingly asks Clifford to be his bodyguard as the two leave with their friends.
The film was shot on location in Chicago with Lake View High School providing the setting for the film’s fictional Fleer H.S. The hotel that Clifford lives in and which is managed by his father is the real life Ambassador East (now known as the Ambassador Hotel) at 1300 North State Parkway.