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In England during the early 1400s, King Henry IV's failing health threatens to leave foppish drunkard Prince Hal the titular head of England, allowing Gilbert Blunt, the Earl of Alban, to rule behind the scenes.  On a hunt one day, Alban's party stops for water at the modest home of Dicon Bowman, who is hiding peasant Myles, who refuses to join Alban's troops, and Myles's sister Meg.  When one of the nobleman menaces Meg, Myles abandons his hiding place and, after rescuing her, flees out the window to the church of Friar Edward.

That night, Friar Edward and Dicon reveal to Myles and Meg that years ealier their late father left a letter for his friend William, Earl of Mackworth, asking him to protect them.  In the box with the letter, Myles also spies a ring and a shield with a serpent on it, and although he insists on taking the ring, Friar Edward refuses to explain its significance, merely warning him that the ring will place him in danger.  Dicon escorts the siblings to Mackworth's castle, where Myles immediately angers Alban's brother, Walter Blunt, by "saving" Mackworth's daughter Anne from Blunt's flirtatious pursuit.  Then, three young squires laugh at Myles's peasant clothing, provoking him into another fight that is interrupted by the arrival of Blunt and Anne.  Blunt threatens Myles with a knife, but young squire Francis Gascoyne comes to Myles's aid, later explaining that Blunt is the head squire.

Meanwhile, Prince Hal and Mackworth meet in secret to discuss the continued need for Hal to pretend that he is a foolish drunk in order to keep Alban off guard, and thus defeat him.  When they enter the common room, Mackworth takes the letter from Myles and, though he immediately recognizes the handwriting, feigns indifference and offhandedly allows Myles to join his squires.  While Francis brings Myles to Sir James, the gruff squire teacher, Meg is sent to the nunnery, where Anne rescues her by naming Meg her handmaiden and outfitting her in lavish gowns.

The next day, at squire training, Myles impresses Sir James with his sword fighting, but a jealous Blunt forces him to hold a sword straight out all day as punishment.  That night, Myles and Meg sneak into the library to try to determine their father's link to Mackworth.  Outside, Blunt pressures Anne to marry him, and Mackworth, who is afraid to offend Alban too soon, agrees.  He then catches Myles and Meg in the library and spies the ring, which bears the crest of Falworth.

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Knowing that the ring endangers Myles but unwilling to reveal why, Mackworth takes it away, leaving Myles to suspect that he is their enemy.  Mackworth shows Hal that the ring bears the crest of Falworth, whom Alban had falsely condemned as a traitor, and later orders Sir James to train Myles harshly, in order to prepare him for battle.  Over the next months, Myles is forced to work harder than any other squire, and bristles at what he sees as unfair treatment.  He is somewhat placated, however, by his secret romance with Anne, who also masterminds a coupling between Francis and Meg.

One day, Mackworth witnesses Blunt and Myles fighting in earnest, and commands the fight to go on, even to the death.  Myles finally beats Blunt, but does not kill him, after which Mackworth brusquely informs him that he will now train for knighthood.  While Myles struggles to master the difficult art of jousting in heavy armor, Blunt, suspicious about why a country boy has been tapped for knighthood, leaves to inform Alban.  Blunt returns, knighted, with Alban, Hal, King Henry and jousting champion Vermois.  Mackworth proclaims Myles will fight Vermois, and, as he has planned, Vermois demands that Myles be knighted before the match.

The next morning, Myles arrives bedecked in the Falworth coat of arms, with Anne's scarf around his arm, and when Alban recognizes the shield and proclaims Falworth a traitor, Mackworth reveals that Myles is Falworth's son.  They are imprisoned, along with Anne and Meg, and sentenced to a trial.  In the dungeon, Mackworth reveals his plan: Alban killed Falworth in order to seize the family land, and Mackworth has been training Myles so that he can now challenge Alban to a duel.  Winning will mean clearing his own and Mackworth's name and leaving Anne free to marry whomever she wants.

In an attempt to help Myles, Anne secretly bargains to marry Blunt if he will spirit her and Meg out of the castle that night.  The two women race to Dicon, who brings them to a local knight, Sir Hubert, who assembles his guards.  As the sun rises, the joust begins, but the moment Myles takes the lead, Blunt signals the castle guards to shoot at him and the king.  The squires rise up to fight the guards, and in the battle, Myles kills Alban, Blunt is wounded, and Francis heroically lowers the drawbridge so that Sir Hubert's men can enter and help them finish off the fight.  Days later, the Falworth name and estates are reinstated by King Henry during a joint marriage between Myles and Anne and Francis and Meg.