Fight! Fight! All the kids at Odyssey Elementary are gathered around to watch Billy Barton, the biggest bully in school, beat up poor Donnie Hollman. As the fight progresses, Mike Caldwell walks over. Mike tells a kid named Freddy that Billy should cut it out, then Mike yells for Billy to pick on someone his own size. Billy hears this and is insulted. He finishes up with Donny, then turns his anger on Mike. Fortunately, Mike is literally saved by the school bell signaling the end of recess. But Billy tells Mike to meet him the next day for the thrashing of his life, and to bring a bun and mustard because Billy is going to turn him into hamburger meat . Mike is naturally petrified.

At the fight the next day, Mike gets predictably whipped - until Billy grabs Mike's shirt and tears it. Mike is enraged! He attacks Billy, punching him wildly. Billy backs away from the onslaught as best he can, but a sidelong punch connects solidly with Billy's nose. The blood flows, and so do Billy's tears. Beaten, Billy runs away.

Mike's an instant hero! Everyone is proud, heaping praises upon him. But soon, Mike gets arrogant about the fight and begins taking over Billy Barton's place as the school bully! "Magnificent Mike" generally abuses and pushes around the other kids. Then he runs into Sam, a new kid who's never heard of Billy Barton. Mike tries his conceited routine on Sam, who responds with a swift punch to Mike boy's stomach. Suddenly, the kids have a new hero! Lying on the floor, gasping for breath, Mike realizes that his pride has gone before his enormous fall - a lesson he won't soon forget.

Connie rushes in late, and starts to make excuses to Whit, who is supposed to be behind the counter. Only it isn't Whit, it's Tom because Whit went to go visit his wife's grave, who died four years ago. Tom begins to tell Connie the story of how Jenny saved Whit's End.

In a flashback, Jenny is speaking before Tom and the other members of the town council pleading with them to let her save the Fillmore Recreation Center - which is now Whit's End - from destruction. One of the members, Philip Glossman, doesn't want to sell the property to Jenny because he wants to destroy the building and sell it the Webster Development Firm that wants to turn it into a mini mall. Jenny argues so passionately that she passes out and is rushed to the hospital. Whit arrives and learns that Jenny is suffering from a chronic ailment that is slowly deteriorating her kidneys. The doctors can do nothing because the sickness had gone to far to be stopped now. Because of Jenny's death, the town council puts off voting on the recreation center for a month. Tom and Officer Harley visit Whit to try and convince him to carry on the fight. Whit refuses, saying that fighting for this building is what killed his wife.

Later, he visits the old center where he sees a bunch of children playing happily on the grounds. There, a young girl says that after the center is tore down, none of the kids will have a place to play anymore. Whit listens and is touched. The girl's mother calls for her to leave. Her name is Jenny. Whit takes that to be a sign from God to keep fighting.

Right after the council votes to sell it to the Webster Development Firm, Whit bursts in, saying that a company called Universal Press Foundation wants to buy the recreation center for 3.5 million which happens to be 500,000 dollars more than what the Webster Development Firm had offered! UPF proposes to turn it into "a place of adventure and discovery, filled with books and activities, fun and games, arts and crafts, and uplifting conversation". The council re-votes to sell it to Universal Press.

Coming out of the flashback, Connie learns that the man who owns UPF is Whit himself!

After the seemingly surprise visit from Jana, Whit tries to explain everything to her, but she refuses to listen, and the discussion quickly turns into an argument. Angry, she goes upstairs to find Monty, but he isn't there. He has run away! Jana tells Whit what has happened and they leave for the sheriff's office. When Whit and Jana arrive and try to report Monty's disappearance, he is already at the sheriff's office for breaking a window at Whit's End.

The three return to Whit's house to sort everything out. After talking to Monty, Jana and Whit send him to his room, leaving them to have a father-daughter conversation. Whit begins to explain some Whittaker family history to Jana. Whit begins to talk to her about when her brother, Jerry, died in Vietnam; they all grieved differently. Whit spent much more time Jason, his only remaining son, partly because he missed Jerry so much, and partly because Jason would soon be of draft age himself. Unintentionally, Jana was lost in the whole ordeal, and before Whit knew what happened, there was a huge emotional gap between the two of them. Whit tells her that he would like to fill that gap, and Jana agrees. For the first time in years, they both are happy — except for Monty, as he has to mow lawns in order to pay his grandfather back for the window.