In 1954, the photographer GI Sonny Burns and the soldier Gunner Casselman meet each other in a train to Indianapolis after serving in the Korea War. Gunner is a popular athlete, but befriends the shy Sonny and soon they become best friends. Sonny has an overprotective mother, Alma Burns, that dominates also his father Elwood Burns, and a sweetheart, Buddy Porte, while Gunner has a sexy mother, Nina Casselman, and dates the hot Deedee. Sonny starts to teach photography to Gunner, but when they meet the Arts student Marty Pilcher in a museum, Gunner falls for her. But she lives and study in New York.