In the weeks before the Pearl Harbor attack, the Marines stationed on Wake Island have grown accustomed to a leisurely attitude. All that changes when newly appointed Maj. Geoffrey Caton (Brian Donlevy) arrives to whip the men into shape. The troops, including Pvt. Aloysius Randall (William Bendix) and Pvt. Joe Doyle (Robert Preston), resist the change -- until the Japanese strike. Hopelessly outnumbered, the men switch into gear to courageously keep the enemy at bay for as long as they can.