Wally Williams (Tom Neal) and Frank Malloy (Bruce Bennett) are friends at an officers' school. Tension builds between them when they befriend Carol Harkness (Evelyn Keyes), a secretary at the school. While both men vie for Carol's affections, Wally alienates himself from the rest of the squad with his brashness. He has a change of heart when Carol tells him about Frank's heroic military service. He alters his behavior and wins Carol's heart in the process.