Two brothers, both cadets at Annapolis, fall in love with the same girl.
John Derek
as Tony Scott
Diana Lynn
as Peggy Lord
Kevin McCarthy
as Jim Scott
Alvy Moore
as Willie Warren
Pat Conway
as Tim Dooley
L.Q. Jones
as Watson
John Kirby
as Pete Macklin
Barbara Brown
as Mrs. Scott
Fran Bennett
as Connie Warren
Betty Lou Gerson
as Mrs. Lord
Robert Osterloh
as Midshipman Laisson
John Doucette
as Boxing Coach