In 1830s England, Tom Brown attends a rugby boys' school, where his moral and personal growth is formed through friendship, bullying–particularly from the cruel Flashman–and the influence of headmaster Dr Thomas Arnold.

Viennese surgeon Dr. Braun and his daughter Leni come to a small town in North Dakota as refugees from Hitler. When the winds of the Dust Bowl threaten the town, John Phillips leads the townsfolk in moving to greener pastures in Oregon. He falls for Leni, but she is betrothed to the man who helped her and her father escape from the Third Reich. She must decide between the two men.

Alfalfa imagines himself as a western movie hero battling with Butch for Darla's heart.