The indomitable Madeline (Jones) and her 11 friends live at a school run by Miss Clavel (McDormand) in an old house in Paris. The smallest of all the girls, Madeline is also the most adventurous.

After the death of their patron, Lady Covington (Audran), the future of the school is in jeopardy when Lord Covington (Hawthorne) abruptly decides to sell the old house. When the stuffy Lord Covington begins to show the house to potential buyers, Madeline masterminds a plan, with a little help from her friends, to scare them off.