A little girl and her older sister are adopted from an orphanage by a wealthy composer, who falls in love with both of them.
At an orphanage children pray. Elizabeth Blair (Shirley Temple) brings her pony in from the rain and is disciplined by Mrs. Higgins (Rafaela Ottiano). Elizabeth asks her older sister Mary Blair (Rochelle Hudson) for help. Elizabeth sings "Animal Crackers In My Soup." Dr. Wyckoff (Etienne Girardot) objects to singing in the dining room. Mary, who works there cleaning, takes responsibility and calls Dr. Wyckoff mean. Trustee Edward Morgan (John Boles), who has inherited millions, praises Mary and Elizabeth, as he writes music. Elizabeth imitates Dr. Wyckoff saying his cough medicine prevents colds. Edward talks to Elizabeth and calls her Curly Top, saying a friend may adopt her. Edward tells Mrs. Denham (Jane Darwell) he wants to be Elizabeth's guardian secretly as "Hiram Jones" so that she won't have to thank anyone. Elizabeth wants Mary to be adopted too, and Mary tells Edward she promised not to be separated from Elizabeth.
Edward composes the song "It's so New to Me" and sees Elizabeth in the paintings. Aunt Genevieve (Esther Dale) tells Edward that she would accept a child. Elizabeth and Mary leave the orphanage and call on Edward with the pony and a duck. Elizabeth thanks the butler (Arthur Treacher) for the dinner and asks his help on manners. Mary asks Edward about Mr. Jones, and he says he is seeking happiness. Mary and Elizabeth are happy and getting gifts. Elizabeth plays at the beach. Jimmy (Maurice Murphy) tells Genevieve he likes Mary and wants to talk to Mr. Jones. Mary tells Jimmy they are giving a show to benefit the orphanage. Mary sings "The Simple Things In Life," and Elizabeth sings "When I Grow Up." Mary tells Jimmy she can't marry him, making Jimmy jealous of Edward. Genevieve asks Edward about Mary and Jimmy, and Edward is jealous of Jimmy. After Mary overhears Edward tell Genevieve that Mary means nothing to him, she gets engaged to Jimmy. Edward wishes them well.
Elizabeth wakes up Edward, and he plays with her. She asks him about marriage and says she wants Mary and her to marry him. Edward sings "Curly Top" to Elizabeth, who tap dances on the piano. Genevieve asks Edward to tell Mary he loves her. Mary tells Edward she is no longer engaged to Jimmy. Elizabeth tells Mary that she asked Edward to marry them, but he said no. Edward tells Mary there is no Mr. Jones, and they plan their honeymoon.
This simple story is filled with child-like charm and innocence.