In 1834, 11-year-old Tom Brown (John Howard Davies) arrives for his first year at the Rugby School for Boys. Headmaster Dr. Arnold (Robert Newton) is trying to reform the traditional bullying of younger boys by the older classes. Tom is picked on by Flashman (John Forrest), who beats and harasses him. Over the holidays, Tom learns how to box. He returns to the school ready to defend the younger students and stand up to the bully, earning Dr. Arnold's admiration.