Set in Chicago, the show follows the kid-friendly misadventures of two high-school friends who are always scheming and dreaming. Kenan, who works at a grocery store, constantly devises crazy plans to strike it rich, while orange-soda-loving buddy Kel is always dragged along for the ride despite his track record for messing things up.

Jerry, a misfit Mafia henchman, is assigned the low-level job of keeping an eye on Gino, a shoe repairman fingered by the Mob to confess to a murder he didn't commit. But Gino's mistaken for a Mafia boss, and the two are suddenly catapulted to the highest levels of mobster status. Only friendship will see them through this dangerous adventure alive!