French playboy Michel Marnet and American Terry McKay fall in love during the transatlantic passage of a ship. They arrange to reunite six months later, if neither has changed their mind.

Rusty Parker, a red-headed leggy dancer at Danny McGuire’s Night Club in Brooklyn, wants to be a successful Broadway star. She enters a contest to be a ‘Cover Girl’ as a stepping-stone in her career. She reminds the publisher, John Coudair, of his lost love, showgirl Maribelle Hicks. He was engaged to Maribelle, although his wealthy society mother made fun of her. Maribelle left John at the altar when she saw the piano at her wedding. It reminded her of the piano-player she truly loved. Rusty is Maribelle’s granddaughter and there are musical sequences with Maribelle dancing to songs from the beginning of the 20th century.

Japan has just invaded the Phillipines and the US Army attempts a desperate defence. Thirteen men are chosen to blow up a bridge on the Bataan peninsula and keep the Japanese from rebuilding it.

Petty con artists, Bud & Lou mistakenly join the Army evading the cops. The cop chasing them winds up as their drill instructor. A rich young man and his former working class chauffeur are not only in the same unit, they’re vying for a pretty girl who seems attracted to both.