During World War II, South Sea beachcomber Walter Eckland is persuaded to spy on planes passing over his island. He gets more than he bargained for as schoolteacher Catherine Frenau arrives on the run from the Japanese with her pupils in tow!
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.
