Gambler Barney Ingram's prize white stallion, Cloverdale III, is abducted by creditor Emmett Fallon, but his pick up breaks down on a school-bus route, and the horse runs off. Schoolkids Lucas Mitchell and Stephanie Ward believe it is Emmett's" horse, find it and make a deal. Steph stables it with rich Madame Rene, as "Lightning." Steph dreams of a riding career and trains Lightning. Meanwhile, Barney's gambling debts catch up.