Orphaned shoeshine boy Spanky is working on a Mississippi riverboat during the Civil War. There he befriends young runaway slave Buckwheat. After wronging a vicious gambler, Spanky and Buckwheat are forced to jump ship. Finding solace at a nearby house, the two are picked by Marshall Valiant for an important mission. This inspires Spanky to organize the local kids to form a small army of their own.
George McFarland
as Spanky Leonard
Phillips Holmes
as Marshall Valient
Ralph Morgan
as Yankee General
Irving Pichel
as Simmons
Rosina Lawrence
as Louella Blanchard
Billie Thomas
as Buckwheat
Carl Switzer
as Alfalfa
Hobart Bosworth
as Colonel Blanchard
Robert Middlemass
as Overseer
James P. Burtis
as Boat Captain
Louise Beavers
as Cornelia
Willie Best
as Henry
