Daisy von Sherler Mayer directed this family film, an adaptation of the famed book series that Austrian-born writer-illustrator Ludwig Bemelmans (1898-1962) launched in 1939 with the opening lines, "In an old house in Paris that was covered with vines lived twelve little girls in two straight lines. In two straight lines they broke their bread and brushed their teeth and went to bed. They smiled at the good and frowned at the bad and sometimes they were very sad. They left the house at half past nine in two straight lines in rain or shine -- the smallest one was Madeline." This live-action film interpretation, set during the mid-1950s, expands on plot elements found throughout several books in the series. Lord Covington (Nigel Hawthorne) plans to sell the small French boarding school where the young orphan Madeline (nine-year-old British actress Hatty Jones) lives with other girls under the supervision of sympathetic schoolmistress Miss Clavel (Frances McDormand). Hospitalized after an appendectomy, Madeline wanders down the hospital hallway and meets Covington"s dying wife, Lady Covington (Stephane Audran), an encounter which becomes an asset in Madeline"s efforts to save the school. Moving into the house adjacent to the school is the family of the Spanish Ambassador (Arturo Venegas), including his young son Pepito (Kristian de la Osa), who spends a good deal of time wheeling about on his Vespa, so noisy it serves to irritate possible buyers of the school.