At a peaceful military base in Hawaii, Captain Dana Holmes (Philip Ober) wants to create some entertainment by having his privates box. When he learns that Private Robert E. Lee "Prew" Prewitt has won championships in civilian life as a boxer, he tries to get him in the ring. But Prew is unwilling since he once blinded a guy in a fight. This and other mundane drama is going on while all of Europe is embroiled in World War II and the USA has yet to get involved. Prew meets a girl Alma "Lorene" Burke, who, like himself, is from a small town. But she is not there to find love, she wants to make money as a prostitute and return to her home town with money. All the while, the Captain's wife (Deborah Kerr) is having an affair with his First Sergeant Milton Warden (Burt Lancaster) without his notice. Like a microcosm of America's idleness before being attacked at Pearl Harbor, the lives of this quiet base and town are turned upside down when they are called to war.