Major Benson (Charlton Heston) is a seasoned, battle-scarred officer whose inappropriate comments in a magazine article get him transferred to the Sheridan Military Academy. Upon his arrival, he is horrified to learn that the recruits he has been put in charge of are young boys aged six to sixteen. His feelings are reciprocated by the boys who are not used to having such a demanding and unsympathetic troop leader. Desperately in need of an ally, Benson turns to Kay Lambert (Julie Adams), the beautiful nurse who is adored by the boys. However, even she may not be able to help, especially when the boys sign a petition to replace him. It will take the support of Kay, and the unending attention of a precocious six year old, to teach Benson how to win the most important battle of life: the one within himself.