In a small coastal California town, Henry and Nicky are pals from blue collar families with only a short time before they ship off to World War II. Henry begins romancing new-to-town Caddie Winger, believing her to be wealthy. Mischievous and irresponsible, Nicky gets into trouble which forces the other two to become involved, testing their relationship, as well as the friendship between the boys.

A tender love story with Kentucky's thrilling thoroughbred racing world as the stage.