سال های میلادی 1937

Officer O'Malley arrests John Phillips for a traffic violation and costs him a chance at a good job. Phillips has a wife and crippled child, so he commits robbery and O'Malley sends him to prison. After this O'Malley becomes closer to Phillips' family.

Doctor Hugo Hackenbush, Tony, and Stuffy try and save Judy's sanitarium by winning a big race with her boyfriend's horse. There are a few problems. Hackenbush runs a high-priced clinic for the wealthy who don't know he has his degree in veterinary medicine.

On the same day two boys are born: the pauper Tom and prince Edward. As a kid, Tom sneaks into the palace garden and meets the prince. They change clothes with each other but the guards discover them and throw out the prince, since they are almost identical. Nobody believe them when they try to tell the truth. Soon after, the old king dies and the prince will inherit the throne. The evil earl of Hertford attempts to murder the prince to gain power for himself.