The story of the HMS Torrin, from its construction to its sinking in the Mediterranean during action in World War II. The ship's first and only commanding officer is Captain E.V. Kinross, who trains his men not only to be loyal to him and the country, but—most importantly—to themselves.

Before the war, a Fleet Air Arm pilot is dismissed for causing the death of a colleague. Working for a small Greek airline when the Germans invade Greece, he gets a chance to redeem himself and rejoin his old unit on a British carrier. This is regarded the last of the conventional, rather stiff 1930's style Ealing war films, to be succeeded by much more realism and better storytelling.