An unlicensed street peddler brings his conniving ways to the military.

In World War II Horace Pope is drafted into the Royal Air Force in lieu of serving a jail sentence. He decides to make the best of the situation, and with the assistance of a Gypsy, Pedlar Pascoe, he turns his wartime service into a life of easy profit. With Pope serving as the brains for the team of opportunists and Pascoe supplying the muscle, the two begin their first assignment by selling transfers and leave passes to fellow airmen. At their next station, Pope and Pascoe become butchers and arrange to sell fresh beef to Cooksley, a local butcher. Pope is attracted to Iris, the butcher's daughter, until Cooksley begins to hint of marriage. A quick transfer saves Pope; and after a brief stay in a hospital following an air raid, the two men find themselves at an American air base near Cornwall, where they turn a rundown pub owned by Trowbridge into a financial success. Sergeant Buzzer, a greedy American, wants the pub business for himself, however, and manages to have Pascoe and Pope sent overseas to France. For the first time, the two men find themselves in a combat zone. Pascoe takes over this time, and both men leave the service as decorated heroes. They return to civilian life at Cornwall and once again take over the profitable pub, but no sooner do they arrive than Iris also arrives with a baby that is obviously Pope's.