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Wally Williams and Frank Malloy, classmates at Camp Davis, the Anti-Aircraft Officer Candidate School at Wilmington, North Carolina, are extreme opposites. Wally, a glib ex-newspaper sports columnist, has talked his way through most of his life, including the Army. Malloy, on the other hand, won his appointment to the O.C.S. by distinguishing himself on the battle front. At school, they both meet Carol Harkness, a Civilian Administration secretary on the post. Carol is the sister of Malloy's former captain, who was killed in action, and Malloy brings her his personal effects. The rivalry for Carol's affections soon causes a deep rift between Wally and Malloy. Knowing that fighting is cause for instant dismissal, they both avoid each other. One night in the barracks, however, Wally loses control and swings at Malloy. Luckily, several of the students intervene and prevent a crisis. When Wally refuses to join a study pool organized to help the slower students, he is ostracized by his squad. Soon after, on his first weekend leave, he talks Carol into going out with him. On their date, Wally admits that his reason for going to O.C.S. is personal aggrandizement, and Carol then scathingly tells him about Malloy's distinguished service in North Africa and his loyalty to her brother. Humbly moved, Wally returns to camp, a new person. Without his former brashness, Wally quietly tutors the slowest student in the group. On the gun range one day, Wally assumes responsibility for an accident that sends Malloy to the hospital, although it was not his fault. During Malloy's convalescence, Wally offers to tutor him in mathematics, Malloy's weakness. Wary of Wally's motives, Malloy refuses his help and as a result, flounders helplessly on the final examination. The day before graduation, Wally steals Malloy's exam before it has been graded. A mathematics wizard, Wally quickly substitutes the correct answers and attempts to slip it back into the pile. Wally is apprehended, however, and accused of trying to fix his own paper, then is expelled from school. As Wally leaves camp, the graduation exercises commence. When his mathematics instructor congratulates him on his exam, Malloy questions his grade. After a re-check of the papers, Wally is exonerated of cheating. Malloy and Carol hurry to the train station, arriving just as Wally is boarding his train. Malloy then extends his hand in friendship and Carol kisses Wally and tearfully promises to wait for him.