Air Force Major Lloyd Gruver (Marlon Brando) is reassigned to a Japanese air base, and is confronted with US racial prejudice against the Japanese people. The issue is compounded because a number of the soldiers become romantically involved with Japanese women, in defiance of US military policy. Ordinarily an officer who is by-the-book, Gruver must take a position when a buddy of his, an enlisted man Joe Kelly (Red Buttons) falls in love with a Japanese woman Katsumi (Miyoshi Umeki) and marries her. Gruver risks his position by serving as best man at the wedding ceremony.

Rick, a down-and-out American boxer, is hired to transport a sword to Japan, unaware that the whole thing is a set up in a bitter blood-feud between two brothers, one who follows the traditional path of the samurai and the other a businessman. At the behest of the businessman, Rick undertakes samurai training from the other brother, but joins his cause. He also becomes romantically involved with the samurai’s daughter.

A somewhat prim and proper Englishman is hired as the tutor to the son of the Japanese ambassador. His life changes when he and the boy are kidnapped by terrorists for political purposes.

This retelling of the classic tale of James Hilton’s Utopian lost world plays out uneasily amid musical production numbers and Bacharach pop music. While escaping war-torn China, a group of Europeans crash in the Himalayas, where they are rescued and taken to the mysterious Valley of the Blue Moon, Shangri-La. Hidden from the rest of the world, Shangri-La is a haven of peace and tranquility for world-weary diplomat Richard Conway. His ambitious brother, George, sees it as a prison from which he must escape, even if it means risking his life and bringing destruction to the ancient culture of Shangri-La.