When his father dies, poor Fella is left at the mercy of his snobbish stepmother and her two no-good sons Maximilian and Rupert. As he slaves away for his nasty step-family, Maximilian and Rupert attempt to find a treasure Fella's father has supposedly hidden on the estate. Hoping to restore her dwindling fortunes, the stepmother plans a fancy ball in honor of the visiting Princess Charmein whom she hopes will marry Rupert. Eventually, Fella's Fairy Godfather shows up to convince him that he has a shot at winning the Princess himself.

Cooperating with the police in order to revenge his father's death, Frank joins a youth syndicate master-minded by the sadistic Alex. When members become suspicious, Frank must cooperate with the gang activities in order to prove his loyalty. Now personally involved and unable to contact the law or his girl friend, Frank's true identity is revealed to brutal leader whose anger he must now face. Meanwhile the selfish disloyalty of the boss is revealed and in bitter hatred the most trusting youth of the syndicate turns on the leader.

World War II GIs adopt an Italian war orphan.