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Arnold (Spencer Klein) and his pal, Gerald (Jamil Walker Smith), learn their beloved neighborhood is about to be torn down by a greedy developer named Scheck (Paul Sorvino) to build a mall. While the adults come up with a dodgy scheme, the friends try a more practical approach to the problem with the help of Helga (Francesca Marie Smith). The kids discover their neighborhood was designated as a historical landmark but they must prove it before Scheck moves in with his crew.