After World War II Larry learns that his flying buddy Mike will only live a short time despite the efforts of the doctors. He takes on a profitable flying job for profiteers Maris to finance a good time for his buddy. As the plane takes off he shoves Maris’ secretary Susan on board. When Mike falls for her, Larry tells her to play along for Mike’s sake. She, of course, falls for Larry.

A psychopathic criminal (Cagney) with a mother complex makes a daring break from prison and then leads his old gang in a chemical plant payroll heist. After the heist, events take a crazy turn.

The relationship between Sergeant Stryker and a group of rebellious recruits is made difficult by the Sergeant’s tough training tactics. At Tarawa, the leathernecks have a chance to see Stryker in action, and begin to appreciate him.