British army sergeants Ballantine, Cutter and MacChesney serve in India during the 1880s, along with their native water-bearer, Gunga Din. While completing a dangerous telegraph-repair mission, they unearth evidence of the suppressed Thuggee cult. When Gunga Din tells the sergeants about a secret temple made of gold, the fortune-hunting Cutter is captured by the Thuggees, and it's up to his friends to rescue him.
The Great Elmer and Company, two out-of-work magicians, help lovelorn Jerry Bronson adopt Spanky Milford, to distract him. When Bronson makes up and elopes, the pair are stuck with the little boy. But Spanky inherits a Kentucky fortune, so they head south to Banesville, where the Milfords and Wakefields are conducting a bitter feud.