The film opens with Ms. Bee Bee, an elderly woman who reveals herself to be a kindly witch and tells the story of Grisham, a town ruled by a selfish, wealthy, dance-obsessed Count. She explains that she was [Grisham]’s former dance teacher, until he chased her into hiding when he learned she was a witch, forcing her to live in an abandoned house on the village’s edge with only her magic broom Bristles for company. She then describes the town’s workhouse mill, where orphans and debtors labor to repay their debts, with thirteen pieces of silver required to win freedom. In this grim setting, Polly — an orphan who has spent nearly her life there — has been quietly saving silver coins beneath her scarecrow’s feet.
Because she is lonely, Scarecrow is brought to life by a magic feather when Polly leaves, and a talking mouse named Max, who lives in the scarecrow’s pocket, can speak. As the years pass, the living figure begins to fall in love with [Polly], a secret growing stronger with each visit. [Ms. Bee Bee] leaves the village, promising she will miss him, and she teaches him how to dance before she goes. Meanwhile, the selfish [Grisham] sets his sights on Polly, promising a better life for her and the children if she agrees, but Polly sees through his act and repeatedly refuses his advances. On the day Polly earns the last required silver, [Cheswick] digs up the coins, acting on [Grisham]’s orders, but Scarecrow reveals himself and uncovers a hidden magic feather and a note from [Ms. Bee Bee] explaining that the feather can turn him into a human when worn, though real life will not belong to him until he is willing to give up that life for someone else.
Scarecrow dons the feather and pretends to be a traveler named Feathertop, fooling Grisham’s thugs into backing off. Polly, unaware of the deception, is drawn to the new dancer and asks Feathertop to be her partner for a town contest. The wicked plan hinges on a prize of fifty-two pieces of silver, and Grisham throws his full weight behind winning Polly’s hand. Feathertop and Polly win the contest, and Feathertop gives all the money to Polly as they declare their love and plan to marry the next morning. But the disguise is uncovered when [Grisham] confronts the truth and steals the feather to become Feathertop himself, hoping to force Polly into a marriage she rejects.
The clever turn comes when Bristles and Max intervene, removing the feather and allowing Scarecrow to escape. Polly and the village priest refuse to go along with Grisham’s scheme, and [Wooden]—the Count’s manservant—turns away from his master to warn Polly of the danger. Bristles, who has been listening in, races to Feathertop to help. Polly and the children attempt a desperate escape across a bridge that Grisham has weakened, but Feathertop arrives to hold the supports in place long enough for the carriage to cross. Grisham confronts them in a final struggle, falls to his death on the crumbling gorge, and Feathertop vanishes beneath the rocks, leaving Polly and the others to grieve briefly before hope returns.
Max and Bristles pull through the rubble to find Feathertop alive, and Polly waits at the top as Feathertop reemerges. The magical feather falls from his hat, and he remains human for good, sealing their love with a kiss. The town responds with a jubilant celebration in the square, renaming the place Swingtown in honor of their newfound freedom and the end of Grisham’s tyranny. Ms. Bee Bee returns to the stage at the close, bringing a girl broom to life for Bristles as she speaks to the audience once more, closing the tale with a wink to the world she protected.
