 Austin Shannon (Freddie Bartholomew), after showing cowardice in sports and unable to adjust to student life, decides he is a misfit at military school and runs away. He meets newsboy Joe Novak (Jimmy Lydon)and they become friends. A $1000 reward is posted for Freddie s return but Joe doesn t take advantage of it. Joe desires an education so Austin tutors him, while Joe teaches Austin how to box, play baseball and football...without flinching (no small task indeed when working with a Freddie Bartholomew character.)