Young Brad Craig enters the military school with a chip on his shoulder which upperclassmen quickly knock off. Once adjusted, Craig falls in love with a professor's beautiful daughter, only to find she is in love with his roommate.

Richard Quine
as Brad Craig

Anne Gwynne
as Nina Lambert

Noah Beery Jr.
as Cyanide Jenkins

Martha O'Driscoll
as Deede Dunham

William Frawley
as Traveling Salesman

Edgar Barrier
as Nishikawa

Robert Mitchum
as Panhandle Mitchell

Harry Davenport
as Pop Lambert

Samuel S. Hinds
as Colonel Jason Craig

Mantan Moreland
as Willie