Flem

Flem is Chicken's best friend who is in Chicken and Earl's 5th Grade Class and have thick red lips. He and his father both wear glasses. Of the three (Earl, Chicken, and himself), he is the one most often sent to perform tasks because his peers consider him the ugliest or fattest. Flem is named after one of David Feiss's friends in middle school who was not good looking but was very loyal. He was also voiced by the late Howard Morris, and Maurice LaMarche in later episodes impersonating Frank Fontaine.