Lieutenant Commander Matt Sherman (Cary Grant) is in charge of the submarine "Sea Tiger," which was badly damaged at a Philippine shipyard by a Japanese air raid. Seeking to make sail before an oncoming invasion, Sherman enlists the help of newly transferred Lieutenant Nick Holden (Tony Curtis) to use his talents as a con artist to procure the needed supplies. Once they're underway, Sherman evacuates a group of beautiful nurses, but can't find anyone who will take them off his hands.