When his father dies, poor Fella is left at the mercy of his snobbish stepmother and her two no-good sons. Maximilian and Rupert attempt to find a treasure Fella’s father has supposedly hidden on the estate. Meanwhile, hoping to restore her dwindling fortunes, the stepmother plans a fancy ball in honor of the visiting Princess Charmein whom she hopes will marry Rupert. Eventually, Fella’s Fairy Godfather shows up to convince him that he has a shot at winning the Princess himself.