Judy Wilson (Gale Storm), feeling neglected because both of her parents are working in defense plants, meets and falls in love with Danny Chester (Jackie Cooper), who enlists in the Navy and is sent to San Diego for training. She accepts an invitation to go on a ride to San Diego with her friends Herb (Neyle Morrow), Opal (Evelyn Eaton)and Jerry (Jimmy Zahner) but doesn’t know the car has been stolen.

Construction workers in World War II in the Pacific are needed to build military sites, but the work is dangerous and they doubt the ability of the Navy to protect them. After a series of attacks by the Japanese, something new is tried, Construction Battalions (CBs=Seabees). The new CBs have to both build and be ready to fight.

Jim Gordon commands a unit of the famed Flying Tigers, the American Volunteer Group which fought the Japanese in China before America’s entry into World War II. Gordon must send his outnumbered band of fighter pilots out against overwhelming odds while juggling the disparate personalities and problems of his fellow flyers.