Lt. Jim Perry (David Niven) is assigned to train a seemingly hopeless group of civilian recruits into professional soldiers. They are physically weak and mentally reluctant, and, when Perry proves to be a strict disciplinarian, they become resentful. Perry persists, however, and is eventually able to instill a sense of camaraderie in soldiers like Pvts. Ted Brewer (Stanley Holloway) and Evans Lloyd (James Donald). The true test comes when the regiment is sent to battle the Nazis in North Africa.