Kevin “Freak” Dillon is a 12-year-old boy suffering from Morquio syndrome and living with his mother Gwen “Fair Gwen” Dillon. He is extremely intelligent and is obsessed with flights of fancy, but due to his disability, he walks with leg braces and crutches. Meanwhile, Maxwell “Max” Kane is a 14-year-old beastly yet good-natured boy with learning challenges and living with his maternal grandparents Susan “Gram” and Elton “Grim” Pinneman. He has flunked the seventh grade twice and is tormented by Tony “Blade” Fowler, a teenage delinquent who is the leader of a teenage bully gang named the “Doghouse Boys”. When Kevin is assigned as Max’s reading tutor, they form a bond of friendship over the similar circumstances they share, such as both being outcasts in their school and their fathers abandoning them.