A group of tough city kids have 'graduated' from reform school and are assigned to a "Boy's Town" type of inmate self-government city shelter. The shelter is run by Hiram Krispan (Grant Mitchell), a crooked superintendent, assisted by Buck Caesar (Stanley Fields), an ex-racketeer on probation. Buck enjoys trying to straighten out the kids and joins with them and social workers Beth Avery (Margaret Lindsay) and Jim Donahue (Ronald Reagan), in getting Krispan removed from his job.