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While visiting the grave of Dr. Thomas Arnold, the beloved late headmaster of the famous preparatory school Rugby, Tom Brown meets his old classmate East, and the two begin to reminisce about Dr. Arnold's days at Rugby. It all begins when Squire Brown, Tom's father, calls upon tutor Thomas Arnold to ask him to stand for election as headmaster at Rugby. At first reluctant to accept the position, Arnold is persuaded by his wife Mary to implement his theories of educational reform at Rugby. Arnold arrives at the school to find that the student body is rampant with delinquency, while the instructors scoff at the new headmaster's ideals. Arnold's policy of expelling boys who lack honesty and courage elicits protests from his staff as well as the public, and just as it seems that he has failed, Brown appears to support him and enrolls his son Tom in the school. Thus, Tom becomes a symbol of Arnold's hopes for Rugby. At the school, Tom meets East, another underclassman, and the two become good friends. When he is singled out by the bullies led by Flashman, Tom stands up to his tormentors, inspiring the other boys to do the same. To put an end to the tyranny, Tom challenges Flashman to a fight, but the boys are caught and Flashman is expelled. Afterward, Flashman's friends accuse Tom of tattling on him, and Tom is ostracized by the other boys. To teach East a lesson, Tom allows him to take the blame for a misdemeanor that he himself committed. Later, when the boys learn that Tom did not tattle on Flashman, all forgive him except East, who remains estranged from his former friend. Shortly after the boys leave school, Dr. Arnold dies, and it is at his grave that Tom and East are finally reconciled.