In April 1942 in the Philippines, an American motor torpedo boat is destroyed by Japanese planes. The survivors, among them Ensign Chuck Palmer (Tyrone Power), make their way ashore on Cebu. Their commander orders them to split up. Chuck pairs up with Jim Mitchell (Tom Ewell) and reaches Colonel Benson on Leyte, only to be told that he has been ordered by General Douglas MacArthur to surrender his forces soon.