In the series opener, in Chicago, 8-year-old Penelope ""Punky"" Brewster and her dog Brandon are found living in an empty apartment by the building's grouchy manager, photography studio owner Henry Warnimont. Punky tells Henry that it all started when her father walked out on her and her mother Susan Brewster, then a couple of weeks ago, Susan said they were going on a trip, so Susan, Punky, and Brandon piled up in their car and drove to a shopping center in Chicago, where Susan abandoned Punky and Brandon, who have been homeless ever since. In the vacant apartment, Punky always had food, because 8-year-old Cherie Johnson, who lives upstairs from Henry with her grandmother Betty Johnson, always brought food to Punky. Henry takes some memorable pictures of Punky, Cherie, Betty, Brandon, and himself at his photography studio. Later, Punky decides to clean Henry's apartment but when Henry gets home, he is furious because he liked everything the way it was before Punky cleaned the place. Hen

Henry calls the Division of Children and Family Services (DCFS), but Punky panics, saying that she doesn't want to go to an orphanage, so Henry promises Punky that she won't have to go to an orphanage. The DCFS sends Miranda ""Randi"" Mitchell, who takes Punky away from Henry. Randi takes Punky to Fenster Hall, a home for kids up for adoption. Randi later returns to Henry's apartment and tells Henry that there hasn't been much progress in finding Punky's mother Susan, who may not want to be found. Randi also says that in 72 hours, the DCFS will have a hearing to decide who gets custody of Punky, and Punky wants it to be Henry. Henry has shed a lot of his grouchiness, and he now loves Punky and would like to have custody of her, but Randi thinks Punky would be better off with someone else. At Fenster Hall, Punky is introduced to her two room mates -- Lisa is a girl who acts tough, and Mary is a girl who never talks. Punky wants to escape from Fenster Hall and go back to Henry's apartment,

Henry demands to know one reason why Randi doesn't think he should be Punky's foster father, but Randi gives him three reasons -- he's never raised a kid, he's not married, and he's too old.

Henry takes Punky shopping and she wanders off.

Punky and her friends convert Henry's study room into her bedroom without asking him first.

Mrs. Johnson finds the task of walking the children to school to be too exasperating, so she turns it over to Henry, who attempts to instill a sense of discipline into them.

Henry tries to introduce Punky and her friends to the joys of fishing.

As the Chicago Cubs play in their first post-season championship since 1945, proud Cubs fan Henry tries to get tickets for Punky and himself.

As the school's parent-teacher night approaches, Punky is upset by Margaux's insensitive comments about foster parents and foster children.

Punky can't sleep, so Henry agrees to let her stay up and watch the opera with him on TV.

Henry gives Punky a lucky nickel to keep with her while she goes for a booster shot.

Punky, Cherie, and Margaux compete in a beauty pageant hosted by pop singer Andy Gibb.

Punky and Cherie start a dog grooming business so that they can help make ends meet in their respective homes.

Henry throws out Punky's worn-out old doll after the children's attempt to repair it fails. This upsets Punky, so Henry searches throughout the city to find it.

Christmas is approaching, and the only thing Punky wants is to find her mother.

Christmas is approaching, and the only thing Punky wants is to find her mother.

Punky helps her piano teacher get into the music business.

Henry is reunited with a woman he planned to marry in 1941; when Pearl Harbor was attacked, he enlisted in the Merchant Marines and did not see her again until now.

Punky runs away when he learns that when Henry and Maggie are to be married, she'll be sent to boarding school in Europe.

After getting in trouble for slugging a boy at school, Punky dreams of life 80 years into the future where everyone has found love except for her.

Henry scolds Brandon for eating several valuable stamps. After that, Punky takes him on a walk, where he is hit by a car. He is rushed to the veterinary hospital, where his prognosis is grim.

Henry purchases a video camera for his photo studio and firmly warns Punky that she is not to touch it under any circumstances. However, while he's away, she and her friends make an exercise tape and think he won't know it - until the camera breaks.

Punky, Cherie, and Margaux all want a highly sought-after doll, but Henry can only find one of them at the toy store.

Punky catches a boy breaking into her room and stealing from her. Henry takes the boy to Fenster Hall where Mike Fulton, one of the workers there, tries to bond with him.

T.C.'s criminal mentor, Blade, sends him back to Fenster Hall to steal the money from the upcoming benefit auction.

Punky's fourth grade teacher is Mike Fulton. Mike's friend, boxer Marvelous Marvin Hagler, comes to Punky's class and talks about boxing. At lunch time, the school bully, Moose McGurk, takes lunches from Punky's friends, but Punky won't let Moose take hers, so Moose drags Punky into the restroom and beats Punky up. Punky wants to stand up to Moose, so Marvin trains Punky to be a boxer, but in the end, Marvin tells Punky that she can't box very well. Moose and Punky are set to fight behind the apartment building, and Cherie tells Moose that if she fights Punky, Moose will have to fight Cherie as well. And then all the other kids tell Moose that if she fights Cherie she'll have to fight all of them. Moose gets nervous and says that she can't fight everyone, so Moose runs home.

Punky has a dream that inspires her to plan to build a treehouse in the tree behind the apartment building. When Henry and Betty and the gang pull out of Punky's plan to build the treehouse, Punky and Mike use psychology to motivate the gang into helping, and the treehouse is built with a lot of different colors of paint being used.

Punky gets a D in geography on her report card. A big geography test is coming up and while studying with Allen, Cherie and Margaux, Punky just can't seem to get any of it. Allen says he's going to take the easy way out, and cheat by writing the answers all over his body. When the time comes for the test, Punky is stumped. When she sees Allen cheating, she cheats as well by reading the answers off of him. Punky and Allen are the only kids in the class to receive perfect scores. Mike thinks that his tests are not enough of a challenge for Punky and Allen, so he gives them extra work. Allen and Punky study hard with all the extra work they got. When report card time comes, Allen and Punky can't understand why they got a B in geography. They ask Mike, and he says that he knew they cheated on the first test, so he failed them on that test, but then the scores they got on the rest of their tests averaged out to a B. Punky tells Henry the truth, and he is very disappointed, but once he reali

Punky and Cherie want to open a babysitting service so they can earn enough money to buy Betty a birthday gift, and Henry reluctantly lets Punky be involved in it as long as Betty is the supervisor of the service. Punky and Cherie end up mixing up two babies, giving Mrs. Rafer's baby to Mrs. Darney and giving Mrs. Darney's baby to Mrs. Rafer. After solving this problem, Punky and Cherie close the babysitting service and give Betty a gift that they made for her -- a dress that they accidentally sewed a pair of pants to.

When it comes to tap dancing, Punky dances like she has two left feet, so she decides to quit tap dancing so she can keep from being embarrassed, especially after Jersey Janet, the instructor, calls her a klutz. Henry, who looks like he's falling for Jersey Janet, helps Jersey Janet find a role for Punky in a recital that Jersey Janet's class has been preparing for -- wearing a bee disguise and swinging over the other students, who are disguised as flowers in the recital.

On a camping trip with Henry and Betty, Punky and her friends get lost in the woods while they're finding wood for a campfire.

Lost in the woods, Punky and her friends pass the time by sharing a ghost story in a cave while Betty and Henry are searching for them.

Punky and Cherie are playing in the backyard when a girls club called "the Chicklets" show up. They say they love Punky's fashion sense and her treehouse. They also explain to Punky and Cherie how being part of a club ""is like everything"". Punky invites them up to her treehouse, and the Chicklets ask Punky and Cherie if they'd like to be a part of the Chicklets. On the next day, Punky and Cherie say the pact to get into the club, and the Chicklets want to celebrate this by doing drugs. Punky and Cherie say maybe another time. Punky goes to Mike and asks him what to do. Mike hands Punky a book for the "Just Say No" club, and tells Punky about the club. On the next day, when the Chicklets pressure Punky and Cherie to do drugs, Punky just says no and tells the Chicklets about the "Just Say No" club. Chicklets member Kate, who is fed up with Chicklets leader Emily, wants to join the "Just Say No" club with Punky. At the end of the episode, Soleil Moon Frye is in a "Just Say No" march in Ch

Punky is feeling a little down after Mike has assigned the class to each work on their family tree. It's making her want her mother Susan back in her life, and when she has a talk with Mike, Mike tells Punky something surprising -- Mike was born on November 23, 1955, and his mother gave him up for adoption when he was just a few days old, and he was never adopted, so he grew up in Fenster Hall. This inspires Punky and Mike to help each other search for their mothers. Only the search for Mike's mother, Lois Collins, is successful, and the fact that Mike has been happily united with Lois delights Punky, who is thankful that Henry found her and took her in after her mother Susan abandoned her a year ago.

On Halloween, Punky tries to play a trick on Isabelle Peavy, because Punky wants to get even with Isabelle for the way Isabelle treated Punky, Cherie, and Allen. Isabelle is a mean old lady, and Punky's friends think Isabelle is actually a witch. When Isabelle sees Punky trying to play the "flying foamie" trick on her, Isabelle takes Punky inside her apartment, and a terrified Punky runs back out, unintentionally leaving Brandon behind in Isabelle's apartment, and Isabelle may not want to give Brandon back. Punky gets Mike to go to Isabelle's apartment to get Brandon, and Isabelle explains to Mike the reason why she is so mean...she absolutely loved dancing. 12 years ago, in 1973, Isabelle was on her way to the Starland Ballroom to do some dancing, but before she got to the ballroom, a kid on a bicycle collided with her and didn't even stop, and ever since then, Isabelle hasn't been able to dance, and she has hated kids ever since that day. Isabelle becomes angry at Mike's attempts to

Punky befriends Linda, the school's mentally handicapped janitor, and she consoles Linda when Allen makes fun of Linda. Mike later brings Linda into the classroom to play a violin, and Mike teaches Allen and the other kids that people who are mentally handicapped can still be talented people, and Mike also teaches them that mentally handicapped people have feelings like other people do.

Henry invites Richard Whitney and his daughter Julie, the new neighbours, over for dinner. Punky, Cherie and Julie are making a cake for dinner when they see Julie's picture on the back of a milk carton, and it says her real name is Jennifer Bates. Jennifer storms to her apartment and shows Richard the milk carton. The next thing Richard knows, Jennifer runs away. Richard refuses to let anyone call the cops. Punky finds Jennifer in the treehouse. Jennifer's mad at Richard, but Punky tells Jennifer how lucky she is to have Richard. Jennifer comes back in with Punky and asks Richard why her picture was on the milk carton. Mr. Whitney tells everyone that after he divorced Jennifer's mother Roberta, Roberta got custody of Jennifer, and Roberta has cruelly been trying to lessen Mr. Whitney's visitation rights as much as possible in an effort to keep Richard out of Jennifer's life, and Richard loves Jennifer too much to be kept out of her life. Richard knew Roberta and her new husband were p

Misled by schoolmate Richmond Matzie, Punky shoplifts a winter scarf for Henry as a Christmas present, and unknowingly switches bags with Mike -- and an innocent Mike is put in jail, but Punky and Henry get Mike out when Punky explains everything.

Punky is absolutely terrified that Henry is going to become the next victim of the "Northside Stalker" -- a killer who has been terrorizing the city. Henry assures Punky that it's okay to be afraid, but it's not healthy to let her fear completely take over everything she ever does.

Punky wants Henry to stand up for her rights when Richmond Matzie and his father and the boys won't let Punky race the new remote control car that she won, just because she's a girl. It turns out that Henry feels the same way the boys do, until Mike has an eye opening talk with Henry, convincing Henry to stand up for Punky against Mr. Matzie and Richmond, who reluctantly allow Punky to enter her car in a championship race that she wins.

Henry's old refrigerator breaks down and can't be used anymore. Later, Mike teaches CPR to his class after sending Allen to the principal's office for repeatedly misbehaving and interrupting the lesson, as Henry is putting the refrigerator outside for the Salvation Army to pick up. Later, at home, Punky and her friends play a game of hide-and-seek. When it starts snowing as Henry is preparing to remove the door from the old refrigerator after buying a new one, Henry tells Punky, Allen, and Margaux to help him and Betty look for Cherie, who still hasn't been found in the game. Henry and Allen are shocked to find Cherie trapped inside of the old refrigerator, and this makes Punky and Margaux thankful that they learned CPR, and makes Allen feel bad that he was sent to the principal's office during the lesson. Henry and Allen decide to learn CPR together after watching Punky and Margeaux save Cherie's life with it.

In the beginning of a special 5 part: Henry shrugs it off when Punky sees fire trucks driving down the street outside the apartment building, then Henry gets a call that tells him why the fire trucks have been sent out -- his photography studio, his only source of money, is on fire. Henry and Punky rush to the studio, and they are told that the fire department thinks the fire was started by a short circuit in the studio's aging wiring. This is heartbreaking for Henry, who has been a photographer for more than 40 years and has owned the studio for 34 years. When Henry first opened the studio in 1952, he took out a fire insurance policy on it, but he never increased the coverage, even though he meant to increase the coverage in the early 1970s, but he thought it seemed too expensive to do it at the time. Henry worries that without a source of money, he won't be able to pay his bills. Henry worries so much that he collapses from the pain of a bleeding ulcer and is taken to Cook County Hos

Punky is devastated when Henry tells her that she'll be going to Fenster Hall because Chillings removed her from Henry's custody. Chillings takes Punky to Fenster Hall, where Punky traps Chillings in a closet and escapes. Punky goes to the school to tell Mike what's going on. Mike agrees to help Punky, but he needs to know which DCFS case worker has been handling Punky's case. Punky tells Mike that it's Chillings, who took over Fenster Hall after Mike left Fenster Hall to become a teacher. Mike has a talk with Chillings, and doesn't make any progress with Chillings, who cruelly won't let Punky temporarily stay with Cherie and Betty while Henry is in the hospital, just because Punky wouldn't have her own bedroom in Betty's apartment. Betty rightfully doesn't understand this rule, which means that Punky is not allowed to temporarily share a room with her best friend Cherie at Betty's apartment, but Punky has to share a room at Fenster Hall with four girls that she doesn't even know. Mike

Henry is rushed into emergency surgery after his collapse. At Fenster Hall, Mike brings Cherie, Margaux, and Allen to visit Punky, and they have a plan to help Punky sneak out so she can visit Henry at the hospital, and they get help from Punky's roommates Anna, Liz, Millie, and Weezie. They disguise Punky as Margaux and disguise Margaux as Punky. To make the plan work, they make sure Chillings can't wear his glasses. Mike goes along with the plan and takes Punky to visit Henry, who is unconscious. While Punky is in Henry's room, Punky overhears Mike telling Betty that Punky may not be coming back home to Henry because Chillings wants to put her with new foster parents. Sometime after Punky's visit, when Henry wakes up, there is a note from Punky, and the note tells Henry what Punky overheard Mike say to Betty, and Punky thinks it's her fault that Henry collapsed, because Henry was worried about how to regain custody of Punky. After reading Punky's note, Henry looks like he's about to

Henry spends much of the day trying to call Chillings. When Henry finally does get Chillings on the phone, Chillings tells Henry that Punky has been placed with new foster parents -- Tiffany Buckworth and her husband Jules Buckworth , who live in a mansion with a butler named Cuthbert, and Punky doesn't like this at all, because she wants to be with Henry, and while Jules is a kindly man who is always nice to Punky, Tiffany is snobby and mean. Two weeks later, after Henry is released from the hospital, Punky goes to the apartment building to visit Henry. When Punky tells Henry that she wants to return to Henry, Henry vows to regain custody of her.

Henry gets a loan from the bank's vice president, Oliver Greene, so Henry can open a new photography studio in a mall and have a source of money so he can regain custody of Punky. Oliver remembers Punky from when Punky tried to get a loan from Oliver a year ago. Punky is shocked to discover that Tiffany has bought a castle in the French Rivera, and plans for herself, Jules, and Punky to move to the castle, and it looks like Jules doesn't have any say in this situation, because Tiffany's word is always final. The plan to move to the French Rivera is put on hold when Jules stands up to Tiffany, refusing to allow Tiffany to bully him or Punky anymore. Jules leaves Tiffany and takes Punky back to Henry, who is overjoyed by this, and sometime later, while Henry and Punky are out signing the adoption papers, Mike is filling in for Henry at the new studio. Before Punky and Henry get to the studio, Chillings calls the studio to congratulate Punky and Henry, and Mike is surprised by what Chilli

Mike tries to help his class understand the Challenger space shuttle tragedy -- especially Punky, whose dream is to become an astronaut, and her classmates think she's crazy, then Mike introduces Punky to famous astronaut Buzz Aldrin. Henry is embarrassed when Buzz sees Henry wearing a dress. Henry is wearing the dress because Betty needed a dummy to put the dress on, so she could work on the dress.