Spanky and Buckwheat are adopted by a southerner and form their own regiment during the Civil War.
On a riverboat Buckwheat (Billie Thomas) gets into mischief, and his master puts him in a barrel. Orphan Spanky (Spanky McFarland) shines the shoes of Marshall Valient (Phillips Holmes) and exposes a card cheat when he finds a card he dropped on the floor. Missing Buckwheat hears men talk about their slaves and asks Spanky to be his master. Spanky shines paint off shoes that Buckwheat put there. Then they both jump off the boat.
Valient calls on Louella Blanchard (Rosina Lawrence) and attends a meeting for war against the North. He disagrees and is told to leave. Valient finds the lost Spanky, who says he would fight with his friends. Valient takes Spanky to his house and gives him dinner. Spanky asks if he wants another slave, and Buckwheat climbs in the window. Spanky put chicken under the table, but the dog eats it. Valient sees Buckwheat and accepts him as his slave. Spanky pulls Buckwheat up into his room.
The Civil War begins, and Valient swears men into the Confederate army. Valient leaves Spanky in charge. Spanky tells kids he is a southern general with a slave, and he recruits the other kids and Alfalfa (Carl Switzer). Spanky has them fire a cannon with gunpowder, and Union troops scatter. Buckwheat blows up the powder keg by mistake, and the Union soldiers start shooting. Spanky and the kids surrender. Captain Simmons (Irving Pichel) tells the Yankee general (Ralph Morgan) how many he fought before seeing the kids. The general tells Spanky he won a moral victory. Simmons has men search Louella's house and plans to come back. Valient is wounded in battle. Simmons makes Louella's house his headquarters; but Spanky, Alfalfa, and a girl come in. After Alfalfa sings "Just Before the Battle," Simmons leaves.
Spanky hides Valient in their secret cave, and the kids hide Louella from Simmons, who is led away by Spanky in a disguise. Simmons shoots at Valient but is caught and hit in the head by Buckwheat. The kids initiate Valient into their regiment; but Simmons arrests him and at a court martial sentences him to be shot as a spy. Spanky and Alfalfa go to the Yankee general, who re-opens the court martial, as Spanky explains the robe and crown Valient wore. The general arrests Simmons and makes Valient a prisoner of honor. Valient kisses Louella, and in the final scene the general is initiated by Spanky.
This children's fantasy spoofs the Civil War by showing children playing at war. Phillips notes that war could have been avoided if men weren't so hot-headed. The general represents justice, and Simmons is satirized as a fool. Spanky helps Buckwheat be treated better, and Valient does not object.