What's Happening!! follows the lives of three working-class African-American teens living in the Watts section of Los Angeles. The show stars Ernest Thomas as Roger "Raj" Thomas, Haywood Nelson as Dwayne Nelson, and Fred Berry as Freddy "Rerun" Stubbs. Co-starring are Danielle Spencer as Roger's little sister, Dee; Mabel King as Roger and Dee's mother, Mabel; and Shirley Hemphill as Shirley Wilson, a waitress at "Rob's Place", the boys' favorite restaurant. In "Skip Day", Cleveland refers to Jr. as "Cleveland Raj Rerun Dwayne Brown, Jr.", using the first names of the characters from the show.