Young Cedric (Ceddie) Errol and his widowed mother (known only as “Dearest”) live in genteel poverty in 1880s Brooklyn after the death of his father. Cedric’s grandfather, the Earl of Dorincourt, has long ago disowned his son for marrying an American. But after the death of the Earl’s remaining son, he decides to accept the little Cedric as Lord Fauntleroy, his heir.

The film is set during the period of growing influence of the Indian independence movement in the British Raj. It begins with the arrival in India of a British woman, Miss Adela Quested (Judy Davis), who is joining her fiancé, a city magistrate named Ronny Heaslop (Nigel Havers). She and Ronny’s mother, Mrs. Moore (Peggy Ashcroft), befriend an Indian doctor, Aziz H. Ahmed (Victor Banerjee).