Orphaned shoeshine boy Spanky is working on a Mississippi riverboat during the Civil War. There he befriends young runaway slave Buckwheat. After wronging a vicious gambler, Spanky and Buckwheat are forced to jump ship. Finding solace at a nearby house, the two are picked by Marshall Valiant for an important mission. This inspires Spanky to organize the local kids to form a small army of their own.

A mission to Venus discovers the planet inhabited only by women led by their evil Queen Yllana. Yllana had all the men of Venus killed, now that's she met Earth men, she wants them dead, too.