Tom Allen, an orphan accustomed to waiting in bread lines is awarded a scholarship to the Culver Military Academy. Talked into attending so that he can have free room and board, Allen initially resists the rigid discipline but later softens as he makes friends and sees the value to the hard work and discipline.
| Actor | Role |
|---|---|
 Jackie CooperTom Allen | Tom Allen |
 Freddie BartholomewBob Randolph | Bob Randolph |
 Henry HullDoc Allen | Doc Allen |
 Jackie MoranPerkins | Perkins |
 Gene ReynoldsCarruthers | Carruthers |
 Kathryn KaneJune Macy | June Macy |
 Walter TetleyHank | Hank |
 Pierre WatkinCapt. Wharton | Capt. Wharton |
 John HamiltonMaj. White | Maj. White |
 Andy DevineTubby | Tubby |
 Tim HoltCapt. Wilson | Capt. Wilson |
 Irving BaconHotel Desk Clerk in Culver | Hotel Desk Clerk in Culver |
 Harry TylerFrank | Frank |