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Eleven-year-old George is the new kid in the Apple Orchard housing complex. He and the other kids are terrorized by JB, the tyrannical superintendent. George starts out as an outsider, until he discovers he has a talent for leadership. Eventually, the other kids follow George in dreaming up a challenge to JB's abuse. Then, surprising events bring in the police, but the cops mess up. That's when George's gang of little rascals save the day!