James Stewart plays "Truck" Cross an enlisted soldier who has been accepted into the Unites States Naval Academy at Annapolis, Maryland. Truck meets Roger "Rog" Ash (Robert Young)and Richard "Dickie" Gates Junior (Tom Brown). Three very different young men become roommates. Truck Cross has a secret he doesn't want let out. Ash is full of himself and needs to learn to be part of a team. Gates seems to just want to belong to something get away from his mother (played by Billie Burke, whom you will instantly remember as Glinda the Good Witch) The boys make it through their Plebe year (Freshman) year, and into the Sophomore year is when the plot really begins to thicken, Truck's secret is found out, and the outcome could mean expulsion, Ash thinks he's not Navy at all and it could lead to expulsion as well, Captain Dawes (played by the incomparable Lionel Barrymore) always seems to be in the right place at the right time to help make things happen for this threesome.