Lem's traveling-band bus stops in a small town, where he immediately takes up with the boys in the town and decides to stay, even getting a job at a general store that has a large candy counter that is popular with the boys. Then at the town meeting, he suggests the town needs a scout troup, and volunteers his service as scout master, and the town gleefully accepts. He takes a special interest in Whitey, a troubled boy (Kurt Russell) with an alcoholic father, who wants nothing to do with the scouts, and whom he later catches breaking into the general store. Lem eventually turns the boy around, and marries the pretty bank clerk, and they take in Whitey when his father dies. He considers resigning from the Scout Leader position, and Whitey considers running away, after an incident on a cliff when the boy is put in charge of the troup. Years pass and the original troop members become adults, and a new set of boys are accidently caught up in some military war games. And Lem subsequently ages, and is honored for his service.