| Tom Neal | Wally Williams |
| Evelyn Keyes | Carol Harkness |
| Bruce Bennett | |
| John Hubbard | Michael Crocker |
| Jeff Donnell | Jean Burton |
| Frank Sully | Alex Grybinski |
| Lewis Wilson | Bolivar Jefferson |
| Robert Stanford | George Edwards |
| Jonathan Hale | General Sommerton |
| Hugh Beaumont | Lieut. Martini |
| Kane Richmond | Sgt. Cummings |
Wally Williams and Frank Malloy are friends at an officers' school. Tension builds between them when they befriend Carol Harkness, 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.
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