After a shootout with lawmen, cattle rustler Jim “Legs” Barton dies with a dying request that his longtime friend and local sheriff, Gene Autry, look after his three motherless boys. The next day, Barton's attorney Arthur Dean informs Gene that, as executor of the estate, he must take in the boys and provide them with a proper home. To make this happen, Gene sends his trusty sidekick Frog Milhouse, played by Smiley Burnette, to Chicago to locate the children and bring them back to the ranch. Gene also enlists the help of Peggy Shaw, a kind and capable schoolteacher now living in the town, who lends a steady hand in preparing the ranch for the boys’ arrival. Peggy Shaw is brought to life on screen by Shirley Deane.
In Chicago, Frog tracks down the Barton brothers—William “Brain” Barton, Clarence “Nails” Barton, and Hector “Slick” Barton—and he succeeds in bringing them to the Midwest. William Pawley appears as Brain, Walter Tetley as Nails, and David Gorcey as Slick. The boys, quick-witted and spirited, initially struggle with Western life and yearn for the city’s familiarity. Their transition is punctuated by humorous and touching moments as they adjust to chores, chores, and new routines on Gene’s ranch.
Meanwhile, Gene’s quiet courtship of Peggy unfolds, including a barn-dance moment where he proposes to her. This personal happiness sits in tension with a looming threat: Frank Welch, the ranch’s seemingly affable owner who is revealed to be Legs’s secret partner, leads a cattle-rustling raid with a gang that includes trusted henchmen. The rustlers’ cattle vanish in a confusing twist that leaves the ranchers frustrated and suspicious of Welch’s supposed friendship with the Barton boys’ father. The boys, watching closely, catch Welch riding out from behind a waterfall on their own ranch, a clue that deepens the mystery and cements Welch’s role as a foe.
Welch, ever crafty, uses his supposed concern for the children to push his own adoption scheme. At the hearing, Welch and his wife offer to adopt the Barton boys, and Gene—who is unmarried—initially agrees, thinking it would be best for the boys to stay within a family that appears to care for them. The boys, however, are unsettled by the arrangement, and one of them ultimately plays a pivotal card: he recounts the plan to Gene and reveals the subterfuge behind the proposed adoption.
Gene responds with a cunning counter-move: he stages a phony “Mrs. Barton” and fabricates two additional pretend children to expose the deception. When the judge rules that Brain, Nails, and Slick are imposters, Welch quickly recognizes that the plan is unraveling. The plot thickens as Welch tries to eliminate the danger by removing the real boys from their ranch and consolidating his grip on the stolen cattle.
Action culminates when Gene intervenes, and Welch and his gang are captured. The confrontation tightens the story into a satisfying resolution, with the ranch freed from Welch’s schemes and the Barton boys safely back under Gene’s care. In the aftermath, Gene and Peggy decide to marry, and the couple looks forward to adopting all three boys, embracing the responsibilities—and joys—that come with expanded family life. Yet Frog remains wary about whether they’re truly prepared for a larger, more complicated family, hinting at the ongoing balance between love, duty, and the demands of rural life.
