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Billy is a quiet church mouse who doesn't have friends and spends his time on the playground living his own adventures. Thomas is a raccoon bully who picks on anyone who is different. During lunch recess, Thomas decides to go and pick on Billy and make fun of him for being different. Instead of letting the bully's words hurt him, Billy turns the teasing into a game and interacts in a manner that has Thomas looking at him in a whole new way. The pair eventually become friends and learns to enjoy using their imagination together on the playground.