Best pals Penrod and Sam are leaders of a super-secret neighborhood society, the In-Or-In Boys Club. Troubles arise when a pompous prig tries to join the club and when the boys lose their clubhouse in a land sale. But there’s also plenty of time to play pranks, put on a carnival, experience the pangs of first love, and romp with Duke, the world’s best dog.

Leon Janney
as Penrod Schofield

Frank Coghlan Jr.
as Sam Williams

Margaret Marquis
as Marjorie Jones

Dorothy Peterson
as Mary Schofield

Billy Lord
as Georgie Hemingway Bassett

Michael Stuart
as Rodney Bitts

Jimmy Robinson
as Herman Washington

Robert Dandridge
as Verman Washington

Matt Moore
as Henry Schofield

Dorothy Peterson
as Mrs. Schofield