twelve o'clock high

The film begins in 1949, as American attorney Harvey Stovall (Dean Jagger) spies a familiar toby jug in an English antique shop. He buys it, boards a train and then bicycles to the abandoned airbase at Archbury where he served in World War II. The film then flashes back to 1942.

Colonel Keith Davenport (Gary Merrill) is the commanding officer of the 918th Bomb Group, a hard-luck unit suffering from poor morale. He has become too close to his men and is troubled by the losses sustained. General Patrick Pritchard (Millard Mitchell), commanding general of the VIII Bomber Command, Eighth Air Force, recognizes that Davenport himself is the problem and after a disastrous mission in which half the Group's bombers were shot down, relieves him of command. Brigadier General Frank Savage (Gregory Peck), General Pritchard's A-3 (Operations Officer) who commanded the first B-17 group to fight over Europe, is his replacement.

Savage finds his new command in disarray and begins to address the discipline problems. He deals with everyone so harshly that the men begin to detest him. At one point, he closes down the officers club bar as punishment. Savage is particularly hard on Colonel Ben Gately (Hugh Marlowe), the Group Air Executive Officer, placing him under arrest for being Absent Without Leave. Gately tries to challenge Savage, but the general demotes him to command of a B-17 Flying Fortress named "Leper Colony", manned by the least competent airmen in the group. Whenever any man in the 918th fails to measure up, Savage transfers him to Gately's plane. Major Joe Cobb (John Kellogg), one of Savage's squadron commanders, takes Gately's place as Air Exec.