At the beginning of eighth grade, learning disabled Max and his new friend Freak, whose birth defect has affected his body but not his brilliant mind, find that when they combine forces they make a powerful team.

Ravi has just moved to the United States from India and has always been at the top of his class; Joe has lived in the same town his whole life and has learning problems--but when their lives intersect in the first week of fifth grade they are brought together by a common enemy (the biggest bully in their class) and the need to take control of their lives.