A Squadron Commander, Major Joe Gallagher scrubs himself from a mission and his replacement Captain Larry Hollander is killed. Gallagher feels responsible and goes to meet Hollander's girl May. May is a sweet young British girl living with her Aunt Nell. He finds out that they were going to be married, and May thinks he is there to check her out for security so that she and Hollander can be married. When she realizes why Gallagher is there she breaks down. Gallagher starts to look after May and they fall in love. Gallagher finds out that she is pregnant and offers to marry her. He talks with General Savage who will not approve as she has not yet been cleared. May tries to kill herself and Gallagher goes back to Savage. Savage asks Major Stovall to check her out, he calls and she is apparently out at a seedy bar. Savage & Stovall go to check and she is out drinking with another man. When Gallagher confronts her she denies everything then when Gallagher asks her to take a pregnancy test