This historical drama tells the story of the first class to graduate from the U.S. Military Academy at West Point. In the early 19th Century, Congress appropriated the money to build the school, but opponents who believed it to be an illegitimate expansion of the powers of the federal government decided to sabotage the school. They put the hard-as-nails Major Sam Carter in charge of the academy, and he ruthlessly put the recruits through grueling training -- until only ten prospective soldiers remained. They include Dawson, a patriotic farm boy and Howard Shelton, a selfish playboy who has come to West Point only because of its prestige. The two vie for Carolyn Bainbridge, while they, along with the other eight, try convince Carter that the school is worth keeping.

An RAF squadron is brought down over occupied France. The flyers get to Paris in spite of the fact that the youngest, Baby, is injured. He must be hidden and his wounds cared for. The Gestapo has already issued orders for their arrest.