Major Dan Kirby (John Wayne) arrives at VMF-247 ("Wildcats") as the new commander when everybody in the unit was expecting Captain Carl "Grif" Griffin (Robert Ryan) to take over. Kirby is strict and makes this understood from day one. Assigned to the Cactus Air Force during the Guadalcanal campaign, Kirby has few planes available and a lot to accomplish with a field attacked daily by the Japanese. His pilots are young and behave like "kids", sometimes disobeying orders and foolishly losing precious pilots and precious planes. Kirby is requiring maximum effort, and Captain Griffin is not as tough as Kirby wants. Griffin stays closer to his young pilots, one of them his own brother-in-law, Vern "Cowboy" Blithe (Don Taylor (actor)).