Joey is suspended after he and Frankie steal Cory and Shawn's clothes and burn them; leaving the boys with only cheerleader uniforms.
Mr. Feeny meets with Frankie in his office to discuss his concern. He tells Frankie to find better friends; friends that won't get him in to trouble.
Now friendless, Frankie angrily hunts the boys down, blaming them for Joey's fate. In order to avoid a painful punishment, Frankie the pair offer their own friendship in exchange for mercy.
This satisfies Frankie and everything seems okay at first. Soon, however, Frankie becomes an intrusive burden; but the boys keep him around because they are able to use the intimidation he commands for their own benefit.
Frankie eventually realizes that they are just using him and becomes upset.
Meanwhile, Mr. Turner is preparing to meet an old girlfriend. He remembers her as a rich "daddy's-girl" but is surprised when he finds her down-to-earth and living on her own means. This helps Shawn realize that it's possible for people to change who they were. He realizes he was wrong to take advantage of Frankie and leaves to tell Cory.
When he finds Cory in the hallway at school, the two are surrounded by seventh graders. Without Frankie around, the angry mob isn't afraid to seek revenge on the boys. Frankie shows up, however, and the group begins to scatter. Feeling bad, Shawn tells them they shouldn't be afraid of Frankie because he's actually a nice guy. The seventh graders run anyway but Frankie appreciates the effort.