It's a snowy, cold Christmas in 1880's Brooklyn, New York, USA. "I never saw a man meet death with
finer courage!" says the doctor.
Mrs. Errol (Dolores Costello Barrymore) comes out of the room where Captain Errol had died. She tells her young son Cedric (Freddie Bartholomew) that Father is finally better.
But mother and son are now all alone in the world!
Now it's spring. And Cedric's birthday!
Cedric's mother and their maid Mary (Una O'Connor) give Cedric birthday gifts including a new bicycle. Cedric rides the bike out to show his Brooklyn friends.
The local applewoman, Mrs. McGillicuddy, a poor Brooklyn street vendor (Jessie Ralph), talks to Cedric
and admires his new bike.
Later, a gang of older boys stop his bicycle riding and taunt Cedric Errol about his English accent. He says he's an American but Cedric says firmly " My father was British...if it's any concern of yours!".
When these boys insult his mother, he fights them singlehandedly, until his good friend Dick Tipton (Mickey Rooney) drops his shoeshine equipment and joins Cedric in the fight.
A friendly Irish American cop (Robert Emmett O'Connor) breaks up the fight and the big boys scatter.
Officer O'Brien smiles and assures Cedric that
he knew Cedric and Dick would have won, but he just didn't want them to be
Cedric then visits Hobbs Fancy Vegetables & Groceries and his friend storeowner Mr. Hobbs (Guy Kibbee). He sits on the cracker barrel and listens to Mr. Hobbs rail aginst British nobility. Mr. Hobbs, tells Cedric how he considers British earls a bad lot.
Mr. Hobbs waves his newspaper as he, the staunch American, exclaims, "I''ll have no graspin' tyrants [ earls] sitting on MY cracker barrel!"
Just then, maid Mary comes to fetch Cedric home. Mary says "Weird strange things happenin' to us!"
British lawyer Mr. Havisham (Henry Stephenson) has come to America by order of Cedric's unseen paternal grandfather, the Earl of Dorincourt. Mr. Havisham explains that young Cedric is now the only living heir to his British grandfather's title and estates.
Mrs. Errol reluctantly agrees to bring Cedric to Britain since her husband, the late Captain Errol would have wished it! Mr. Havisham warns Mrs. Errol that the old Earl does not wish to see her as he is quite prejudiced against Americans and is fixed in his determination not to see her. She, thus, cannot enter the Dorincourt Estates, but must live in a home nearby where Cedric can visit.
Distressed Mrs. Errol accepts the home, but refuses the money offered with the house, as she has a small income of her own. Mrs. Errol also asks that Mr. Havisham not tell Cedric why she must live apart because it would make it harder for Cedric and his grandfather to be friends. Mr. Havisham assures him that Cedric will thank her for her that someday.
Young Cedric, back in Mr. Hobbs' store, confesses, "Mr. Hobbs. I will no deceive you. An earl is sitting on this cracker barrel now."
Later, Mr. Havisham enjoys dinner at the Errol's small Brooklyn home. He and Cedric talk about what an earl is. Cedric is happy to hear that he will be rich. Now he could buy all his poor friends needed items and presents for his mother. (He tells Mr. Havisham "I call her Dearest because that's what my father called her.) Cedric's mother is called away by a needy neighbor, Bridget, whose husband Michael can't work because he's sick.
Mr. Havisham gives Cedric money as a gift from his grandfather which Cedric immediately gives to Bridget. "My grandfather must be a very good man!" concludes Cedric.
The new Lord Fauntleroy now goes out to say goodbye and to bring gifts to his friends, Dick Tipton (whose new shoeshine stand is from Cedric), Mr. Hobbs (who gets a new pipe and engraved watch), and the Apple Woman (who wears a warm new shawl from Cedric).
In Britain, Mrs. Errol, in her new home near Dorincourt Estate, tells Cedric they must live apart. However, she promises they will see each other daily and Cedric becomes a little more cheerful.
That evening, Mr. Havisham goes to Dorincourt Castle. A distressed servant tells the lawyer that these past few weeks have been horrible. The old Earl is heard (off camera) yelling at another servant, "You blockhead...!"
Mr. Havisham then reports to the Earl about Cedric's safe arrival in Britain. The old Earl is surprised and suspicious that Mrs. Errol will not take the extra income. Mr. Havisham suggests that the Earl not speak disparagingly of Cedric's mother to her young son as she has all his affection.
The next day, young Cedric rides up with Mr. Havisham to meet the old Earl, his grandfather, on the grand Dorincourt Estate. After greeting the household staff (who are all delighted to meet the new Little Lord Fauntleroy) he enters - alone - into the great library where sits the old Earl (Sir C. Aubrey Smith) and his large mastiff dog.
"How do you do! I'm Lord Fauntleroy!" Cedric, who has quickly befriended the Earl's large mastiff dog, walks with the dog across the large library and extends his small hand to his grandfather, the Earl of Dorincourt.
The old Earl is impressed with young Cedric's intelligent conversation on various subjects. He learns many amazing things about the new Little Lord Fauntleroy.
He learns that his grandson cares for his humble Brooklyn friends Bridget, Dick and the Apple Woman; was thinking of being a grocer but would go into the House of Lords if that is a good business; and has decided views about influencing world politics. Cedric even declares, "If there was a war, I would try to stop it!"
The old Earl also learns that Cedric loves his dead father (Captain Errol); and that Cedric even loves him.
The amazed Earl (used to only contempt and fear from others) then actually comforts the young boy who is now homesick for his mother.
Later, the local minister Mr. Mordaunt calls on the old Earl. Mr. Mordaunt pleads for the Earl not to evict the Higgins family who are behind in their rent. Cedric listens to their tale of sicknesses and financial woes and he exclaims, "That's like Michael!"
"I forgot we had a philanthrophist here!" The amused old Earl dictates a letter Cedric will write and sign. The Dorincourt tenant manager is thus directed to let Tom Higgins and family stay on. "I hope when I grow up I shall be just like you!" says Cedric.
The delighted minister leaves to deliver the good news to the Higginses. Then, the old Earl tempts Cedric to skip his daily visit to his mother to see the surprise, a new pony in the stables.
"Whose pony is it?" says eager young Cedric. "Yours" says the Earl.
But Cedric will not stay and miss his daily visit with his beloved mother. Cedric is bewildered when the Earl will not get out to say hello to "Dearest" his mother. As the earl's carriage drives away, he sees Cedric run to his dear mother's arms.
As the villagers and tenants go to church the next day, they talk about the wonderful new Lord Fauntleroy and his charming American mother. They greet his mother who, with Mary, walks into church. "He's the Captain Cedric! All over again!"
In the church service, Cedric sees an inscription on a tomb "Here lyeth the First Earl Gregory Arthure and his Wife Allsone Hildegarde ". Cedric whispers to his Grandfather "Who are they?" The old Earl says
"They are "earlier distinguished ancestors of yours". Cedric figures he got his bad spelling from them.
After church, tenant Tom Higgins thanks Cedric for interceding for him. Cedric marvels at the smiles of the people and assumes it's because they love his grandfather.
Later Cedric writes Mr. Hobbs, "He is such a good Earl, he reminds me of you. He is a universal favorite!"
Back in Brooklyn, NY at Hobb's Finer Groceries, Mr. Hobbs and street urchin and shoeshine boy Dick Tipton talk about Cedric and read his letter aloud. Mr. Hobbs still thinks earls are haughty and mean and laments that Cedric "would have been a shining light in the grocery business".
Mr. Hobbs finds out Dick has no good place to sleep and says that Dick can sleep for free in his loft. "You're not an earl, Mr. Hobbs. You're a prince!" exclaims the grateful young shoeshine boy.
At Dorincourt Castle, the Earl throws a lavish party to introduce Cedric, the new Lord Fauntleroy, to society.
The Earl's younger sister, Lady Constantia (Constance Collier) and her husband Sir Harry Lorridaile (E. E. Clive) are delighted to meet their grand-nephew Cedric. She tells Cedric "I loved your father more than most people in this wicked world!"
Cedric is a hit with the guests. However, the old Earl notices that Mr. Havisham is grim. After the party, Mr. Havisham tells the Earl that his oldest son's child has come forth and apparently is the rightful heir.
The old Earl is angry, and then ashamed. "You say that she [the new boy's mother] is an ignorant, vulgur person?"
"She can hardly spell her own name and is openly mercenary!" says the lawyer.
"And I objected to...HIS mother!" says the repentant Earl, as he looks down upon sleeping young Cedric.
The villagers talk near the inn where Minna, the former wife of Bevis, (the Earl's deceased oldest son) is staying. They discuss how hard this new claimant is upon the Lord Dorincourt! Everyone knows that the grandson Cedric has worked a great change in the old Earl.
The old Earl and Mr. Havisham meet Minna who is now Lady Fauntleroy (Helen Flint ) and her lawyer Mr. Joshua Snade at the inn. She confronts the old Earl, hoping to get plenty of money, and her son (Jackie Searl) sucks on a lollipop and stares dumbly.
"Your son Bevis married me all right. A fine rotter he was. But he was the father of my boy...Now if you want to come down off your high horse and be reasonable...!" she smirks.
The old Earl, in disgust, promises the lawful heir will get his due, but forbids her to enter Dorincourt till after his death.
Several lawyers find no fault in Minna's paperwork. The old Earl is grieved again at how he objected to Cedric's mother. He calls on Mrs. Errol and asks her forgiveness. She comforts the stricken Earl.
Back in Brooklyn, Mr. Hobbs is getting a shoe shine at Dick Tipton's fancy new shoeshine stand Cedric had given him. Mr. Hobbs reads aloud a news story about the new Lord Fauntleroy and Dick looks at the picture.
Dick exclaims "That's Minna! Ben's [former] wife! ". They suspect fraud and go off to contact the old Earl.
Later, at the inn near Dorincourt, Minna and lawyer Joshua Snade, confined in the small quarters, snap at each other. She wishes to party in London, but doesn't want to leave the area till the Earl settles money on her.
Suddenly the Earl, Mr. Havisham, her second former husband Ben Tipton, and his younger brother grinning young Dick Tipton enter her quarters.
"There's a little matter of a forged birth certificate!" Her boy is discovered hiding in a back bedroom. He is identified by the Tiptons as Ben Tipton's son and thus the fraud is exposed.
Time to celebrate Cedric's 10th birthday.
Cedric fills in an engraved invitation for his birthday party to Silas Hobbs. We now see a May birthday celebration at the Castle. The townspeople and tenants and American visitors Mr. Hobbs and Dick Tipton cheer on Cedric after his speech. "I didn't know the little fellow could talk so good!" says Dick.
The Earl shows Mr. Hobbs around Dorincourt Castle's portrait hall. They view the Earl's earlier distinguished ancestors. Mr. Hobbs admits "You know Earl, you're not a bad sort. I wouldn't have minded being an earl myself!"
"I'm very gratified" says the Earl.
The Earl has another birthday present for the delighted Cedric. His mother comes into the room. "She's come to live with us...We've always wanted her," the Earl admits..."We just weren't aware of it!"
Mrs. Errol is glad to see her old friend, Mr. Hobbs and says, "We dread you going back to America!"
The new Anglophile American Silas Hobbs says "Not to live there. America is a good place for the young and stern. But there's not an earl - nor an ancestor - among them!"