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In 1943, at a San Diego Marine base, commanding officer Colonel Mason addresses the graduating marines and relates a story that occurred just three years before: William Bailey, a tough, but dedicated sergeant major stationed in the Philippines, is the friend and trainer of "Flashy" Logaz, a former lightweight world champion who hopes to regain his title. One day, Mason sends for Bailey and introduces him to a member of the Philippine government, which is due to receive its independence in 1945. Mason then tells Bailey that he is to train Philippine civilians. Bailey, who is soon to retire, hates the thought of training civilians, and wants instead to have the opportunity to see action. Bailey is at first frustrated by new recruits who do not understand the rationale of military discipline and prefer traditional bolas to bayonets. A month later, however, the well-trained recruits have earned Bailey's respect. When Bailey hears that his battalion is being sent to Shanghai, he rushes to Mason, who had promised him a transfer if the unit was going to see action, but the colonel says that neither of them will be going because of their age. That night, Bailey is arrested by M.P.s after he goes on a binge and, with Flashy's help, gets into a fight with some merchant marines. After Bailey's wife Jennie and daughter Helen visit him in the brig, Helen successfully pleads with Mason to have her father discharged early. Bailey then goes to live with his family in the nearby town of Balanga, in which many American and British expatriots reside. Bailey is uncomfortable with civilian life and has a hard time adjusting, so he starts to train the village children as he continues to coach Flashy. The village mothers do not want their children doing military training, and Jennie, who neither believes in war nor understands his frustration, is disgusted. When some Japanese merchant marines arrive with supplies, Casper, the storeowner, tells the suspicious Bailey that the men are "peace-loving," but Bailey and Flashy think their ship is too well equipped. One afternoon, marines Rufus Cleveland and Randall James, rivals for Helen's affections, arrive at Balanga. When Helen accepts Rufe's proposal, Jennie receives the news with sadness, revealing to her husband that marriage to a marine is difficult. As Christmas approaches, Jennie and Bailey have become closer, and Jennie is hopeful that peace talks in Washington will go well. One Sunday morning, however, Rufe, who is flying, encounters Japanese planes and gets the message that Pearl Harbor has been bombed. At the same time, villagers hear the planes as they attend church and soon bombs begin to fall. After the attack, Casper urges the villagers to fight against American forces, but Bailey comes into the crowd carrying the body of a dead child and reveals Casper for what he is, a Nazi who has secretly been aiding the Japanese. He then rallies the villagers by saying that Filipinos are just as American as he, and kills Casper with his bare hands. Just as Bailey starts to organize the villagers, Rufe arrives. He wants to help, but Bailey insists that he fly to headquarters to warn them, taking the women and children with him. A short time later, sailors from the Japanese ship don their military uniforms and invade the village. Bailey now directs the battle and leads the way toward a bridge that is critical to the Japanese. As the battle rages, Bailey proudly sees that Jennie has stayed behind to help the wounded. Soon, increasing numbers of Japanese foot soldiers, tanks and planes attack as the American reinforcements trudge toward Bailey and his men. After a large loss of life, the Americans successfully dynamite the bridge and rout the Japanese. Bailey then tells the men to take to the hills and fight the way they know best because the Japanese are going to try to take over the islands. After sadly bidding Flashy and the other Filipinos goodbye, Bailey and Jennie embrace as the Japanese bombing resumes. Back in San Diego, Helen, who is now a member of the women's reserve of the Marine Corps, accepts her father's posthumous Congressional Medal of Honor and says goodbye to Rufe as he leaves for a new post.