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Young Priscilla Williams and her impoverished mother Joyce travel to Northern India in 1897 to join Colonel Williams, Joyce's father-in-law whom she has never met. They are met at the train station by kindly Sergeant Donald MacDuff. As Joyce and MacDuff get the baggage, Priscilla witnesses the capture of rebel leader Khoda Khan, and she picks up a talisman that he drops. At the fort, Joyce and Priscilla meet the colonel, a gruff military man not used to women and children. Fearing that the colonel dislikes her, the next day Priscilla tries to gain his approval by becoming a soldier. She first seeks help from Private Mott, a young errand boy who scornfully rebukes her. She then turns to handsome Lieutenant Brandes, whom she has nicknamed Coppy, and he hands her to MacDuff. After christening Priscilla Private Wee Willie Winkie, a nickname from a Scottish rhyme, MacDuff tricks Mott out of his new uniform and gives it to her. Later that afternoon, Priscilla visits the imprisoned Khan and returns his talisman, for which he is very grateful. Later, MacDuff orders his troops to have a special drill so that Priscilla can practice marching, but the colonel, thinking that MacDuff is making fun of him, punishes him and his men. The colonel then reprimands Joyce, telling her that she and Priscilla must stay in their quarters and away from the men. As the days pass, Joyce and Priscilla keep to themselves, until one afternoon, Mohammet Dihn, the colonel's servant, gives Priscilla a note to deliver to Khan. Soon after, on the night of the company dance, Priscilla asks the colonel, whom she has charmed by now, to escort Joyce to the dance. Unknown to them, however, Joyce has snuck out to the dance with Brandes, who has deserted his post to be with her. The evening is cut short when the rebels attack and free Khan. After the attack, the colonel arrests Brandes, and later, will not listen to Joyce's pleas, even when she declares that she and Priscilla are leaving. Despite the colonel's affection for them, he agrees that they should leave, but they are unable to go the next morning because the communication wires to town have been cut. Also that morning, a patrol returns after being ambushed. MacDuff has been seriously wounded, and Priscilla, unaware that he is dying, goes to visit him. She gives him some stolen flowers, and he dies as she sings "Auld Lang Syne" for him. The night of MacDuff's funeral, Priscilla questions the colonel about the necessity of war, and he tells her that it is Khan's fault. Priscilla then sneaks away to the stable to meet Dihn, whom she does not realize is a spy, and goes with him to see Khan. The next morning, after finding Priscilla and Dihn gone, the soldiers ride to Khan's fortress at Khyber Pass. Meanwhile, Dihn and Priscilla reach Khan, and he is overjoyed with having the child as a hostage. She tells Khan and his chieftains that they must discuss their problems with her grandfather, but as they laugh at her, Khan receives word from the colonel that the regiment will attack if Priscilla is not returned. Khan answers that he welcomes their attack, and so, knowing that the regiment will be wiped out if they charge, the colonel walks up alone. A sniper shoots at him and Priscilla runs to him, after which Khan walks down to meet them, for he does not want any harm to come to Priscilla. The trio returns to Khan's stronghold, where the leaders agree to a peaceful resolution to the hostilities. Later, at the parade grounds, Mott tells Priscilla that MacDuff would have been proud of her, and she goes to review the troops with her grandfather.