Meeting in a navy recruiting line, Al Crowthers and Melvin Jones become friends. Al has tried to enlist before, but was always rejected. He keeps trying so that he can impress women. Melvin, is allergic to women's cosmetics and his doctor prescribed ocean travel, so he decided to join the navy.

At the onset of World War II, American Lt. Col. Robert Frederick is put in charge of a unit called the 1st Special Service Force, composed of elite Canadian commandos and undisciplined American soldiers. With Maj. Alan Crown leading the Canadians and Maj. Cliff Bricker the acting head of the American contingent, there is initial tension -- but the team comes together when given a daunting mission that few would dare to attempt.