Orphaned shoeshine boy Spanky (Spanky McFarland) is working on a Mississippi riverboat during the Civil War. There he befriends young runaway slave Buckwheat (William "Buckwheat' Thomas). After wronging a vicious gambler (Irving Pichel), Spanky and Buckwheat are forced to jump ship. Finding solace at a nearby house, the two are picked by Marshall Valiant (Phillips Holmes) for an important mission. This inspires Spanky to organize the local kids to form a small army of their own.