Poor Will Thompson is second best at everything and his family is way over the top. He can't deal with it. To make things worse, his sports-mad brother Jack, get all the credit and attention. Will is a nothing and a nobody. Will wants to flatten Jack. As if that's not enough, Will gets words and letter jumbled up in his head. A doctor tells him he has a problem and sends him to a special learning facility. It's full of freaks and Will hates it. But then he begins to meet children like himself and makes plenty of friends. When the centre is threatened with closure, Will and his friends decide to stand up to the state authorities and save the school. It all concludes happily, with much laughter and adventure. Will ends up being the hero he always wished he was and his family loves him more than ever before...