5 year-old Shirley Blake (Shirley Temple) and her mother, Mary (Lois Wilson (actress)), a maid, live in the home of her employers, the rich and mean-spirited Smythe family, Anita (Dorothy Christy), J. Wellington (Theodore von Eltz), and Joy (Jane Withers). Shirley's aviator father died in an airplane crash before the film opens, and she now spends most of her time at the Glendale, California airport with her godfather, bachelor pilot James "Loop" Merritt (James Dunn (actor)), and his dog, Rags.<ref group="note">Rags is played by Terry (dog), a female Cairn Terrier, who, in 1939, would portray Toto (Oz) in Metro-Goldwyn-Mayer's ''The Wizard of Oz (1939 film)''.</ref> After Christmas morning she hitches a ride to the airport. The aviators bring her aboard a ship and taxi her around the runways, where she serenades them with her rendition of ''On the Good Ship Lollipop''