The film tells the story of a sailor who falls in love with a prostitute and becomes a surrogate father for her 10-year-old mixed race son.

The film stars James Caan, Marsha Mason and Eli Wallach, and was produced and directed by Mark Rydell.

John J. Baggs, Jr., a U.S. Navy sailor and Vietnam veteran, checks into the Seattle naval base medical facility for treatment of a pilonidal cyst.

On his first night in a bar, he is racing the clock to find a woman before midnight, and is attracted to Maggie, a prostitute hustling sailors at a pool table.

Noticing that Doug is often left to fend for himself, Baggs begins spending time with him, while also developing a relationship with Maggie, with whom he is falling in love.

After an initial fistfight, Baggs learns that Forshay has been demoted and is being discharged due to his mistreatment of recruits, one of whom had political connections.

Baggs attempts to create a normal family life for Maggie and Doug, and succeeds for a while despite the obstacles presented by his lack of pay and benefits.