Judge Ralph Townsend, an alumnus of the Crown Military Academy, offers to fund a new chapel building if his friend, Colonel Jamison, the head of the school, agrees to accept four neighborhood boys as students. The boys, Stash, Danny, Mac and Specs, are due to be sentenced for stealing several cases of beer. Rather than sentence the boys to the reformatory, which he believes will only harden their criminal tendencies, Townsend wants to send them to Crown. The boys are reluctant to go along with his plan because they would have to attend the school for five years, but when they learn that students who do not maintain an average grade of "C" are dropped after six months, they see the requirement as an easy way out and agree to Townsend's plan. Before the boys arrive at the school, Major Tony Thomas and Major Norcross meet with Jamison in his office. Norcross is opposed to any courses that depart from strict military training and also disapproves of allowing boys like Stash, Danny, Mac and Specs into the academy. Thomas, on the other hand, is in charge of the school paper and believes that mixing different classes of boys is good for the school. After Jamison tells the two teachers that one of them will be chosen by the board to head the school after he retires, he briefs the rest of the staff on the new cadets. Thomas then volunteers to be the boys' faculty counselor. As Thomas is taking the boys to their new quarters, they see other cadets saluting a plaque. Thomas explains that the plaque honors cadet Robert Paget, who lost his life saving other cadets from a fire. Far from being impressed by the story, the boys scoff at Paget's statement, "Never mind me, take care of the other fellows first," which is inscribed on the plaque. Within a short time, Stash becomes involved in an argument with cadet Richard Reilly. The boys are ordered to resolve their disagreement in the boxing ring, and to Stash's great surprise, Reilly easily knocks him out. Later, Thomas witnesses the boys cheating at pool and orders them to salute the Paget plaque until mess call. After the boys' escapades prompt Norcross to recommend their expulsion, Thomas has a serious talk with them. He reveals that he came from a similar background to theirs and was sent to reform school. After his brother was sent to prison for ten years, however, Thomas decided to straighten out his life, changed his name and joined the Army. Thomas' disappointment changes the boys' attitude toward the school, and they start working very hard. Later, Specs's bookmaker father visits the school and recognizes Thomas. He reveals Thomas' real name to Norcross, who then blackmails the major into resigning. After Thomas tells the boys that he is resigning, they decide to steal his letter of resignation from Jamison's office, even though it will mean their expulsion if they are caught. When Jamison catches the boys in his office, he summons Thomas, who realizes what they were stealing. Because the boys were acting unselfishly, he asks Jamison to be lenient with them. Jamison then reveals that he always knew about Thomas' background and thought all the more of him for overcoming it. He also reveals that Thomas will be made the colonel in charge of the academy. The boys are allowed to stay in school and are assigned to the color guard, to the surprised approval of their parents.