Young "Lord" Geoffrey Braemer (Freddie Bartholomew) is supposedly an English aristocrat. In fact, he is an orphan and willing accomplice to con artists Jim Hampstead (George Zucco) and Doris Clandon (Gale Sondergaard), who took him in when his parents died in a train wreck. He conveniently faints in a jewelry store, distracting the employees and allowing Jim to steal a valuable necklace. However, an astute insurance investigator catches him. He is sent to Russell-Cotes, a Merchant Navy (United Kingdom) school, one of many vocational schools run by Barnardo's, with the warning that if he does not behave himself, he will be transferred to a reformatory.