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Upset that tough-guy Frankie (Ethan Suplee) is hanging around with a bad crowd, Mr. Feeny (William Daniels) suggests that Cory (Ben Savage) and Shawn (Rider Strong) try to keep Frankie on the straight-and-narrow. Instead, the opposite happens: Thanks to their association with Frankie, Cory and Shawn now find themselves much feared by all the younger kids in school! Of course, there's a moral and a "surprise" revelation lurking within this situation, so stay with the episode until the end. Meanwhile, Mr. Turner (Anthony Tyler Quinn) is upset when his wealthy ex-girlfriend Melanie (Eliza Coyle), who'd spurned him because he'd given up a life of luxury to become a teacher, returns to town.