When private tutor Thomas Arnold (Sir Cedric Hardwicke) becomes headmaster at Rugby, a boy's preparatory school in England, he puts into place a policy of strict punishment for unruliness and bulying. Arnold finds an ally in Tom Brown (Jimmy Lydon), a new student who is subjected to hazing and abuse by a group of older boys and is pressured by his friends to keep quiet about it. Fed up, he leads his fellow classmates in an underground rebellion against their tormentors. But certain unspoken rules still apply at the school and Brown loses his hero status when he is accussed of breaking the Rugby code of silence.
Cedric Hardwicke
as Dr. Thomas Arnold
Freddie Bartholomew
as East
Jimmy Lydon
as Tom Brown
Josephine Hutchinson
as Mrs. Mary Arnold
Billy Halop
as Flashman
Polly Moran
as Sally Harowell
Hughie Green
as Walker Brooke
Ernest Cossart
as Squire Brown
Alec Craig
as Old Thomas
Gale Storm
as Effie
Antoinette Rotche
as Tom Brown's Nanny
Lionel Belmore
as Tavern Keeper
