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The Officer Candidate School of the Anti-Aircraft Artillery Command at Camp Davis, North Carolina is the setting that follows the fortunes of five cadets, but the focus is on a know-it-all-candidate Wally Willaims (Tom Neal) who, though the counseling of Carol Harkness (Evelyn Keyes) and a North African campaign veteran, Frank Malloy (Bruce Bennett), finally turns into a decent human being and Officer.