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.

Samantha Martin is injured during a mission and is forced to retire from the CIA. She discovers a mole within the CIA is working with terrorists to acquire chemical weapons set to be destroyed by the U.S. Government. Unable to contact the CIA, she forms a rag-tag group of fellow CIA cast-offs to stop the terrorists and uncover the rogue CIA agent.