The story opens on the night of December 6, 1941, at a dance in the Officers' Club at Pearl Harbor. We are at first introduced to Lieutenant (j. g. ) William 'Mac' McConnel (Tom Tryon) and his wife Beverly (Paula Prentiss), who can't help but notice a visibly inebriated Liz Eddington (Barbara Bouchet) dancing with an Army Air Corps major (Hugh O'Brian) - spiting her husband who is at sea on gunnery practice.
When the band launches into an upbeat swing tune, Liz engages in an exotic dance that for better or for worse draws the attention of every person in the club. Mac finally asks the band to make an end and play something else, which is heeded to Liz's disappointment. Her lover escorts her from the premises and takes her to spend the rest of the night on a beach near the base. Morning breaks over the unnamed heavy cruiser commanded by Captain Rockwell 'Rock' Torrey (John Wayne), who is nonplussed to find that his executive officer, Liz's husband Paul Eddington (Kirk Douglas), has overslept reveille, the latest of a number of blemishes on his record that (along with his mounting alcoholism) can be laid to his unhappy marriage. He tells Eddington to 'fish or cut bait' and gives him one last chance to pull himself together. Eddington apologizes for his conduct, but is left wondering what Liz has gotten herself into in recent hours. In Pearl Harbor, Mac reports for duty as Officer of the Day on his destroyer, the U.
S. S. Cassiday. With some consternation, he reads a radio dispatch from the destroyer U. S. S.
Ward, which has depth-charged an unidentified submarine contact much too close to Pearl for comfort. Torrey's ship has received the same message; he orders alert status, then general quarters when one of his lookouts sights several large formations of planes flying over Oahu. The Japanese surprise attack is only minutes away. One formation flies over and strafes the beach where Liz Eddington and her lover are awakening, and they make a hasty escape back towards Pearl. As they hurtle around a curve, a truck barrels toward them in the wrong lane from the opposite direction, and the head-on collision sends them both plunging in flames off a cliff to their deaths. As nearly 350 Japanese aircraft descend on Pearl Harbor, an emergency sortie signal is sent to all ships; Mac, without waiting for his C.
O. or further instructions, orders the Cassiday with cool-headed authority to get underway at once. The captain and executive officer give chase aboard a torpedo retriever, but Mac, knowing any attempt to stop and bring them aboard will render the Cassiday a sitting duck, ignores their shouts and plows out of the harbor at high speed. The Cassiday is one of not a dozen cruisers and destroyers to escape the harbor as the battleships and aircraft are decimated by the Japanese planes, much to the dismay of Admiral Kimmel (Franchot Tone), once he receives a situation report from his flag lieutenant. Torrey, meanwhile, gives orders for all outbreaking ships to group with his cruiser and reports his force strength to headquarters.
It is a woefully small squadron of four cruisers and eight destroyers, a sneeze at a typhoon. Vice Admiral B. T. Broderick (Dana Andrews) urges Kimmel to position the force against a possible invasion, but Kimmel decides instead to have Torrey seek out and engage the Japanese. The orders are met with surprise and some anticipation by Torrey and his officers, who request underway refueling the following day. The morning of December 8 brings them nothing but an empty fleet oiler heading for home, leaving the task group without enough fuel to last half the day.
Weighing his options, Torrey decides to cease zigzagging despite the known submarine threat. Not long thereafter, the American force is stalked by a Japanese submarine which is detected by the Cassiday as it approaches. Mac orders pursuit and depth-charging while Torrey orders zigzagging resumed. But the submarine gets into firing position and puts two torpedoes into the cruiser, causing severe damage in the engineering section and breaking Torrey's arm when he is thrown off his feet. Eddington goes below to take charge of damage control and finds the engineering deck a shambles of fire and out-of-control flooding. As DC parties scramble to save the ship, the Cassiday continues depth-charging, reporting a positive kill.
Torrey orders all ships except the Cassiday back to Pearl Harbor, and conferring with Mac by megaphone, remembers him well from his days at the Naval Academy. Eddington reports the main damage under control as Mac complies with Torrey's request for a tow. A few days later, Torrey, his arm set and casted, reports to Admiral Kimmel's office where he is relieved of command for jeopardizing his force. He is reassigned to a desk to route convoys over his contention that the admiral's orders rendered the group 'expendable'. In the meantime, Eddington has learned of Liz's death and identifies her and her belongings at the Honolulu morgue, also learning of her companion's attachment to the Army Air Corps.
In a rut of shock, he goes to a bar where he is offered a drink by another AAC officer who unwittingly rubs salt in the wound. The resulting brawl lands Eddington in the brig, where Torrey later arrives to have him released. They part ways in the sight of a new cruiser going to sea to replace their drydocked vessel - a baleful metaphor for the drydocking they both face. Three months later, Torrey's arm is pronounced healed by the X-rays of a nurse lieutenant named Maggie Haynes (Patricia Neal). His roommate, Commander Egan Powell (Burgess Meredith), a reserve intelligence officer, offers to celebrate at a social gathering in the Oahu hills. There, Torrey has a chance encounter with Maggie, who startles him with news of his estranged son - Jeremiah Torrey (Brandon De Wilde), now a reserve ensign who has been dating Maggie's roommate, Annalee Dorne (Jill Haworth). Torrey confesses that he has been divorced and not seen Jere in eighteen years. By the time Maggie drives him home and advises him that she's on temporary assignment, they have taken an obvious liking to each other.
Torrey discovers that Jere is attached to a PT boat squadron in Pearl and goes to visit him, where they have a strained reunion; Jere lets it slip that he is about to be reassigned to Admiral Broderick's staff in preparation for an upcoming offensive called 'Skyhook'. Jere will be assistant to former Congressman Neal Owynn (Patrick O'Neal), serving in the Naval Reserve as Broderick's public-affairs officer. After a couple of weeks, a cheerful Powell arrives at Torrey's office, quietly letting on that he has been in Washington for the past ten days. Torrey takes him to lunch, and seeing Jere and Owynn sitting at a nearby table, takes the opportunity to ask Powell about Skyhook. Powell immediately puts a top-secret lid on it but is not surprised to discover that Owynn has been doing too much talking on Broderick's behalf. That evening, Torrey and Jere run into each other at Maggie and Annalee's apartment; there Maggie and Torrey remain while Jere and Annalee go to dinner at Owynn's house. As the evening wears on, Maggie and Torrey open up about each other's past of failed marriages and occupations chosen or unchosen. In the meantime, Owynn, obliging Jere's wishes, slips silently away to allow Jere a subtle run to second base.
Annalee, wary of Owynn's disappearance and Jere's advances, puts the date - and their relationship - to an abrupt end. Torrey returns to his office after several days to find Powell waiting with a 'private little job': the routing of three hot and heavy convoys to a former Free French naval base on the island of Toulebonne in the South Pacific. Torrey figures out the Skyhook strategy, and explains to Powell that Broderick could use one of three nearby islands as a staging base to hit at a large island named Levu-Vana, whose central plain would make an ideal roost for B-17 squadrons. Powell wordlessly covers up the charts and leaves.
Torrey arrives home that night to find Maggie sitting on his front steps; he invites her inside, where she regretfully tells him that her unit is being shipped out. Torrey, knowing where she's headed, calls on Powell to bunk out for the night, whereupon Maggie slips her shoes off in a classic 'fade to black' scene. Three weeks find the convoys safe and sound at Toulebonne, where Paul Eddington has been stationed since January overseeing piers and warehouses. Pursuant to a written request from Torrey, he boards the nurses' transport and asks to speak to Maggie, and welcomes her and several other nurses with flower chains, a basket of bananas and a hidden bottle of liquor. Maggie introduces him to Annalee and he immediately takes a shine to her. He gives Maggie the unexpected news that the convoy is due to shove off again that night for Broderick's advance base on Gavabutu, as 'that's where they're gonna need nurses'. Back in Hawaii, Torrey visits Beverly McConnel at her civil air defense post to give her the unpleasant news that Mac is MIA. She tearfully reads him a letter from Mac, written with his morale at a critical low, describing incessant air attacks on the Cassiday and the overall poor quality of Broderick's command, which has stalled the Skyhook advance and riddled the morale of the troops.
Not long afterward, Torrey is summoned to a dinner party at Admiral Nimitz's quarters - and is shocked but pleased to find that the party is in honor of his promotion to rear admiral. Admiral Nimitz (Henry Fonda) tells him that he was correct in his guess at the Skyhook strategy, and awards tactical command of the operation to Torrey, effectively displacing Broderick from the action (or lack thereof). Broderick is incensed, and agrees with Owynn's suggestion to place a 'liaison officer' on Torrey's staff to keep him discreetly informed on Torrey's intentions, naming Owynn as that officer. Eddington arrives at Broderick's headquarters (having spent the past few hours at a whorehouse), and himself receives a surprise promotion to captain and an appointment as Torrey's chief of staff.
Torrey and Eddington reunite on Gavabutu three days later and meet the rest of the staff, along with Australian coastwatcher Clayton Canfil (Stanley Holloway) and a ready and willing battalion of Marine paratroops. Their base almost immediately comes under a Japanese air raid and they make a mad dash for the command shelter, where Torrey outlines his plan to divide and conquer Gavabutu in three sections. At the all-clear, the staff scatter to their duties, and Eddington surreptitiously dismisses Owynn and Jere to prevent them from listening in on a scheme to procure additional transport planes. Torrey goes to the base hospital to visit Maggie, promising her that they'll make time for each other out here. The following Sunday, the Marines parachute into an open meadow on the north side of the island as an amphibious force lands on a northwestern beach, and a battalion of Marines, led by Canfil, crosses the mountains on foot. Torrey accompanies the paramarines aloft, ordering his plane's commander on a 'sightseeing trip' to overfly the mountains and deliver a change of orders to the foot battalion. Back at his HQ, Broderick, having arrived in the company of a group of war correspondents from Toulebonne, demonstrates a too-concise knowledge of the details, leading Eddington to suspect that Owynn has been quietly feeding him information. When Torrey returns, he is informed by his operations officer that the operation is well ahead of schedule - the Japanese garrison abandoned Gavabutu the previous night, presumably to reinforce Levu-Vana.
He reports as much to Broderick and the correspondents, who are frustrated with the limited information Torrey gives them. Jere, earlier confronted by Eddington about his role in ratting on his father, renounces it in his newfound respect for him. Eddington later confronts Owynn as well, coercing him through harsh physical contact into returning to Toulebonne with Broderick. Owynn threatens a court-martial, but Jere, the only witness, refuses to bear him out, choosing instead to be transferred back to PT boats and remain under his father's command. Canfil returns to HQ from his guidance of the Marine battalion, and is promptly asked by Torrey and Eddington to reconnoiter the Japanese positions on Levu-Vana. He volunteers to go ashore alone with his intimate knowledge of the island and map the enemy emplacements.
He is put ashore by a submarine under cover of darkness, sneaking into a Japanese camp and eavesdropping on a sake party. The next morning, Jere, back on duty with the PT squadron, is delivering mail to the hospital when he meets Maggie and Annalee; the latter shows him to the mail room, and old flames between them are rekindled, leading to an engagement to marriage after the war. Elsewhere in the world, other flames are fanned - Mac McConnel and the survivors of the Cassiday have been rescued and returned to the States for a month of survivors' leave. Beverly meets him in a passionate reunion at the pier in San Francisco, where he announces his promotion to lieutenant commander and his post-leave assignment as Torrey's flag secretary. Back on Gavabutu, Annalee, who is accompanying Eddington and a group of other personnel to a beach party, is warned by Maggie to be cautious around him, but insists on having a little fun. Maggie's warning is well warranted, for when Annalee separates from the group to go for a swim, Eddington follows her and watches from the beach. When she emerges from the water and tells him she's engaged, his reaction is less than rational - he flings her clothes out of her reach and rapes her, out of sight of the others.
In her desperate attempt to fight back, she leaves her mark on his face, and it is noticed by Powell a couple of days later when Torrey and his staff put out to the harbor to meet his old ship, which along with several other cruisers and destroyers has just anchored at Gavabutu. Eddington dismisses the mark as 'just a friendly wound. 'Aboard their old cruiser, Torrey and Eddington brief the senior officers of the task group on the planned invasion of Levu-Vana when they are interrupted by Canfil, just returned from his recon mission. He has painted a grim picture of the stronghold under construction, from tanks and troops to pillboxes and a nearly-completed airfield. Then he delivers the grimmest report of all - the Japanese are assembling a task force of their own at their nearby Cape Titan base.
Torrey discusses options with his staff, deciding eventually that their best choice is to try and get a long-range recon plane from Pearl Harbor. In San Francisco, Mac McConnel returns from fleet HQ with ill tidings for him and Beverly: he has orders to proceed immediately to his new assignment on Gavabutu, despite having spent less than half of his leave. Beverly bursts into tears, lamenting that she may not get him back this time, and asks him to leave her with a baby. The rains are hammering Gavabutu and vicinity when Maggie returns to her barracks to find a note addressed to her. It is from Annalee - who has overdosed on sleeping pills, fearing pregnancy from the rape and being disbelieved by Eddington. Maggie desperately attempts to rouse Annalee, but finding that it's too late, she calls Torrey, who is discussing with Eddington and Powell the failure to secure a recon plane from Pearl. At Eddington's query, Torrey somberly tells him what has happened, leaving Eddington guilt-stricken as he heads for the nurse barracks.
Maggie, boiling with anger, tells him the gist of the note, and Torrey promises to tell Jere personally before telling Maggie that Skyhook is starting very soon. She flings a farewell embrace on him and rushes away, as Torrey returns to HQ with his personal matters now weighing almost as much on his mind as his command responsibilities. First thing the next morning, Eddington dashes to the airfield and orders a long-range naval bomber prepared for him; he lifts off without telling a soul. Meanwhile, Torrey heads over to the PT boat base on the other side of the island, where he tells a grief-stricken Jere about Annalee and bids him farewell. He then repairs to HQ, where Mac has just arrived from Toulebonne, and sends Powell in search of Eddington before taking in a weather forecast. At the airfield, Powell finds out about Eddington's flight and summons Torrey and company, who arrive just as the radio operator makes contact. Eddington reports his position southwest of Cape Titan, but stops short as he sees a large task force heading south away from the cape.
Ignoring a group of nearby Zero fighters, he drops out of the clouds for a closer look, counting twelve destroyers, four cruisers, and one gigantic battleship which he soon identifies as the Yamato - the largest and most heavily armed warship in the world. The Zeroes pounce on him again, and he has no time for evasive maneuvers before he and the bomber are destroyed. With the death of his best friend now compounding his concerns, Torrey dampens all optimism by concluding that the task force is headed straight for Levu-Vana to reinforce the land garrison. He decides to proceed with the invasion and then put back to sea with his own task group to try and stop the Japanese force at all costs. McConnel asks about a recommendation for a posthumous award to Eddington, but Torrey declines it, knowing that Eddington was trying to atone for his part in Annalee's death.
Following the invasion, Torrey's cruisers and destroyers head for open sea to search and engage. They are unable at first to locate the enemy until they determine that the enemy is running through the narrow passage between Levu-Vana and neighboring Toko-Rota. Torrey orders the passage mined and the PT boats put in position. While waiting for a first report, he has a quiet conversation with Powell about battles at sea and the fear experienced by all men who take part in them - even admirals.
All too soon, the Japanese reach the mine field, where several escorts are hit and disabled, prompting the PT boats to go in with guns blazing. The Japanese fight tooth and nail, and Jere, whose skipper is hit and killed by shrapnel, takes over command of his boat and manages to hit a heavy cruiser with two torpedoes before his boat is rammed and sunk by an enemy destroyer. The Yamato emerges from this stage of the battle unscathed. In the morning, amidst an unnervingly silent lull, Torrey receives the casualty report and is visibly devastated by the news of Jere's death in action. He is quiet but intent as he orders the destroyers to lay a smoke screen and prepare for the final engagement. The destroyers lay the screen as the cruisers turn broadside, lock and load, taking the first shots against the Japanese force. Many of the enemy escorts are hit hard; even the Yamato is lightly damaged, but presses on through the attack.
Torrey orders evasive maneuvers as the Yamato opens fire. In spite of a number of hard course changes and pitched counterfire, the Americans are hopelessly outgunned, and the Yamato ultimately wrecks seven of their ships - Torrey's included. With the captain and bridge officers of his flagship killed, he attempts to take command but is hit and severely wounded by shell fragments from a magazine explosion. Mac, however, has stuck with him and gives the order to abandon ship, getting him into the water and onto a life raft. Torrey is in a coma for almost three weeks before he awakes aboard a hospital ship a day away from Pearl Harbor. His attending nurse summons Maggie, who rushes to his room to help him come around. She tells him all that transpired after he was knocked out - that he has lost his left leg and Mac is the only survivor of his staff.
Torrey is all but traumatized, believing that he survived while the rest of his command was decimated to no good purpose. The next morning, with the hospital ship moored, Mac visits Torrey, telling him that the Japanese force turned tail and rushed back to Cape Titan for no fathomable reason. Admiral Nimitz comes aboard, and Torrey believes a court-martial is imminent until Nimitz sets him straight: he successfully turned back the Japanese task force and allowed Skyhook to take off, and the Japanese troops on Levu-Vana are now cornered. He further informs Torrey that he will be back in the Pacific theater on an artificial leg and commanding a new task force. Enlightened, Torrey drifts back to a well-earned sleep with Maggie watching over him..