Based on the novel by Frances Hodgson Burnett, The Little Princes is a story about a young, wealthy girl named Sara Crewe (Shirley Temple) who is left at a boarding school when her father has to go fight in the Boer War. But when he is reported missing (and presumed dead) and the money sent to the school is cut off, the cruel headmistress Miss Minchin forces Sara to live in the school's garret and become a servant in order to pay off her "debts."

No expense was spared for the film, as Temple was one of the most popular stars at the time, and it would be her first Technicolor film to date. However, the strain of her success was beginning to effect the young Temple, who was beginning to grow up enough to become more aware of her own actions and those of the adults around her. In her autobiography, Child Star, she recalls the jealousy she felt for her co-star Sybil Jason, who plays the school's cockney maid. She took out her jealousy on another co-star, Marcia Mae Jones in a scene where Sara dumps coal ashes on her rival. Temple dumped them with a bit too much enthusiasm and then proceeded to ask the director if she could do it again.

The film did well at the box-office but would turn out to be her last successful feature film as a child star. Her follow-up film, The Blue Bird (1940) was a box office bomb and, though she would appear in several successful films as a teenager, she never again achieved the success of her childhood years.