Madeline (Hatty Jones) is the most mischievous of the twelve friends who live at a Parisian school run by Miss Clavel (Frances McDormand). Her sunny existence is threatened by starchy old Lord Covington (Nigel Hawthorne), who is on a campaign to have the school closed down. It is up to Madeline and her friends, who include the equally precocious Pepito and a dog who saved her from drowning, to stop him.