In this adaptation of a Rudyard Kipling story a little girl joins a Scotch regiment in India and befriends a revolutionary Muslim prisoner.
In 1897 Priscilla Williams (Shirley Temple) and her mother Joyce Williams (June Lang) are met getting off a train in northern India by Sergeant MacDuff (Victor McLaglen). Priscilla finds a talisman lost by prisoner Khoda Khan (Cesar Romero). Col. Williams (C. Aubrey Smith) disciplines Lt. Branders (Michael Whalen), who meets Joyce and is named Coppy by Priscilla. Joyce thanks her father, Col. Williams, for sending for them. Priscilla follows the boy Mott (Douglas Scott) and wants to be a soldier to please her grandfather. Coppy tells MacDuff to train Priscilla. Elsie is jealous of Joyce with Coppy. MacDuff calls Priscilla Wee Willie Winkie. He sterilizes Mott's new uniform, shrinking it so that Priscilla can wear it.
Khoda Khan is brought into jail, and Priscilla gives him his talisman. Priscilla learns to drill with MacDuff's men. Khoda Khan refuses to promise not to steal guns to get his freedom. Priscilla makes the general laugh, and Col. Williams gives them three hours extra drill. Muhammad Din (Willie Fung) tells Priscilla to visit Khoda Khan and give him a note. MacDuff gives his men a boxing lesson. Mott has two dogs but won't give one to Priscilla. MacDuff takes one and lets Mott keep one. In town Coppy insists that Joyce go to the dance with him. Elsie's mother hits Priscilla's dog and complains. Priscilla changes her father's order to destroy all dogs because of rabies. Priscilla asks her father to take Joyce to the dance. Coppy on duty gets Joyce to come out, and they dance outside and kiss. The Colonel looks for Joyce. Raiders burn a roof and attack. Soldiers shoot, but Priscilla crawls under her bed. Khoda Khan escapes, and MacDuff captures one man. Col. Williams arrests Lt. Branders for deserting his post. Joyce complains and cries, and Priscilla supports her. Col. Williams explains that discipline saves lives and suggests they go home but stops them from leaving, because the roads are unsafe.
A patrol is ambushed, and MacDuff is seriously wounded. Priscilla gives him flowers and sings to him "Auld Lang Syne" as he dies. Priscilla asks her father, "Why is everybody so mad at Khoda Khan?" He explains as Muhammad Din steals weapons. Priscilla goes with Muhammad Din to Khoda Khan's castle and asks him not to fight; but they laugh. Khoda Khan refuses to release Priscilla to prevent an attack. Col. Williams goes alone, and Priscilla runs to him. Khoda Khan talks with Col. Williams, and the war is prevented. In the final scene Mott commends Priscilla as a soldier and says that MacDuff would be proud.
John Ford directed this pleasant adventure in which an innocent child learns about army life and colonial war. Her positive spirit triumphs in a rather unrealistic but uplifting ending.