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.