MANKATO, Minn. - All the students at Franklin Elementary start every day with the Pledge of Allegiance.

But the "justice for all" part belongs to five fifth grade boys.

"Why pick on someone," Jack Pemble begins to ask, as Jake Burgess finishes his question, "who has special needs?"

They're talking about James Willmert, a fifth-grader from another classroom, with a learning disability. Which, it turns out, can get a guy teased.

Jack and Jake had seen it happening on the playground while hanging out with their friends Gus Gartzke, Tyler Jones and Landon Kopischke.

"They were like, using him and taking advantage of him," Jake explains. "Because he's easier to pick on and it's just not right," Jack adds.

Which is why Gus, Tyler, Landon, Jake and Jack decided this year they would have James' back.

At lunch, the five boys invite James to their table.

"Landon," James calls out, handing over his bag of raisins. Landon patiently opens the bag and hands it back. "Thanks," says James, as comfortable as if he were with family.

"It really kind of makes you proud to be their teacher," says Mallory Howk, who has spent the year with the five attentive boys in her fifth grade class.

Howk believes the school's anti-bulling lessons must have struck a chord with the boys, but their kindness has gone beyond even her expectations.

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James' mom's too.

"He used to not want to go out for recess or anything, it would be like a struggle," says Margi Willmert, James' mom. "And now he can barely eat his lunch to get outside to play with those guys."

Just as his mother said, James quickly finishes his lunch and is first to the door leading to the playground, where the boys are soon playing touch football.

Gus, Tyler, Landon, Jake and Jack make sure James gets more than his share of carries -- as well as several touchdowns.

"I love you guys," says James after scoring.

The more the boys play with James, the more they learn about him.

"He has a notebook with over 600 teams of college," explains Tyler.

"That's how much he likes sports," adds Jack.

The boys also learned that James was adopted from an orphanage in Colombia and that six years later his new father was killed in a bicycle accident.

Since James doesn't have a father to throw a ball to him, the boys have been glad to take on that role.

"They're changing him," says James' mom. "We just got a basketball hoop last week because he now loves basketball."

And they're still not done.

"We're like, 'Do you have any sports games?'" explains Jake. "And he was like, 'No, I don't have any video game systems.' So that's when I came up with the idea."

With some of their own money and some from their parents, the boys recently delivered to James' home, video games and new play station.

It was the first time friends from school had ever come to play with James.

"Every one of them was smiling like crazy," says Margi Willmert. "I'll never forget it. Never."

Back at school James asks Jack if he would tie his shoe.

"Yep," Jack answers with a nonchalance that suggests he's done it before. Then the fifth grader bends down and ties his friend's laces.

At year's end, Mankato Area Public Schools honored the five boys with its Spirit of Youth Award. Their teacher nominated them for the recognition.

Yet the boys insist their kindness toward James was never about seeking recognition. "He's an awesome kid to hang out with," says Jake.

On the playground James is beaming, his arms around his friends' shoulders. "All these guys are the best friends anybody could ask for," he says.

No Franklin fifth graders have ever pledged allegiance like the James gang.