Dr. Thomas Arnold (Cedric Hardwicke) is the newest headmaster at the once-prestigious Rugby School, which has seen its reputation falter due to the behavior of its students. Although much of the public is against Arnold's reform efforts, Squire Brown (Ernest Cossart) supports him, and even sends his son, Tom (Jimmy Lydon), to the school. As Tom struggles to overcome the bullying from the other boys, Arnold works at changing the very culture of the school and its pupils.