A year after their former exploits, Tom Sawyer's puppy love of Becky Thatcher keeps him home while Huck Finn, chafing under "civilizing" influences like school and shoes, plans to run away. His scapegrace, abusive father intervenes; Tom and black Jim help him escape; and (departing from the novel) all three raft down the Mississippi, where they're joined by two likable rogues and meet pretty orphans Ella and Mary Jane. The latter may change Huck's mind about girls...

Eugene Pallette
Duke of Bilgewater

Clarence Muse
Jim

Clara Blandick
Aunt Polly

Jane Darwell
Widow Douglas