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| George Montgomery | Joe Dawson |
| Maureen O'Hara | Carolyn Bainbridge |
| John Sutton | Howard Shelton |
| Laird Cregar | Maj. Sam Carter |
| John Shepperd | Henry Clay |
| Victor Francen | Florimond Massey |
| Harry Davenport | Bane |
| Ward Bond | Sgt. Scully |
| Douglass Dumbrille | Gen. William Henry Harrison |
| Ralph Byrd | Maloney |
| Joe Brown Jr. | Benny Havens |
| David Bacon | Shippen |
Poor but proud Joe Dawson leaves his family farm and travels to the U.S. Military Academy in hopes of serving his country. Howard Shelton, the son of a wealthy businessman, enrolls simply for the prestige of being a graduate. As a debate rages over whether the school is necessary, Howard's fiancée fights to save the academy and becomes a source of tension for the two cadets, who suffer under the iron hand of Maj. Carter .
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