Captain Rockwell Torrey is in command of a heavy cruiser known only as Old Swayback (an obvious reference to the USS Salt Lake City (CA-25)), which is off the Hawaiian coast near Pearl Harbor, running another set of exercises in a long string of them.

Lieutenant (junior grade) William "Mac" McConnell is assigned as Officer of the Day aboard a destroyer, USS Cassiday, tied up in Pearl Harbor, not far from Battleship Row.

When the attack comes, Lieutenant McConnell takes his ship out of the harbor, leaving his captain and executive officer behind, and eventually joins a scratch task group assembled around Torrey's cruiser.

Torrey's officers scatter to various points in the Pacific theater, with his old exec, Paul Eddington, assigned to an unrewarding post at an old Free French base on the island of Toulebonne.

Torrey's repeated attempts to get more materiel for his mission end in failure, largely because the Navy is sending most of its heavy tonnage to the Solomon Islands to support General Douglas MacArthur.

Torrey submits to the ministrations of Maggie Haynes—who, in the last scene, prepares to shave his face using his prized seven-blade set of German straight razors, which his rescuers preserved and returned to him.