In 1944, Lt. Cmdr. Charles Madison (James Garner) prides himself on being a cynical coward unwilling to step foot on shore during D-Day. His relaxed lifestyle attracts Englishwoman Emily Barham (Julie Andrews), whose husband and brother died in the war. But when Rear Adm. William Jessup (Melvyn Douglas) resolves to earn the Navy prestige by ensuring that a sailor will be the first to die in the invasion, he assigns the ill-fated duty to Madison, who will now be among the vanguard.