Titled after a lyric in the Marines’ Hymn, which contains the phrase “… to the shores of Tripoli” (which is, itself, a reference to the Battle of Derne) the film is one of the last of the pre-Pearl Harbor service films. When the film was in post-production the Pearl Harbor attackoccurred causing the studio shoot a new ending where Payne re-enlists.

Wealthy Culver Military Academy drop-out and playboy Chris Winters (John Payne) enlists in the U.S. Marine Corps as a privatewhere he meets his drill instructor Gunnery Sergeant Dixie Smith (Randolph Scott) and falls in love with a Navy nurse, Lieutenant Mary Carter (Maureen O’Hara). Smith is given a letter from Winters’ father. Captain Christopher Winters (Minor Watson) writes Smith of his playboy son. Sgt. Smith served in World War I under the elder Winters (Minor Watson); Smith affectionately calls Winters “The Skipper”. Chris Winters can not understand that Officers and Enlisted Men do not associate under the non-fraternization policy, even if the officer is a woman and the enlisted man is a male.

Chris’ society girlfriend Helene Hunt (Nancy Kelly) wants Chris to get a cushy civilian job in Washington, D.C. and uses her uncle’s power and her influence on the base commander, General Gordon (John Hamilton). In sequences filmed at the Marine Corps Recruit Depot San Diego, Smith gives the younger Winters an opportunity to demonstrate his leadership potential by drilling his platoon. To Smith’s amusement the Marines mock Chris and perform slapstick antics during the drill as Winters marches them away. As Smith is enjoying himself the platoon marches back and performs close order drill of a high order of perfection. Smith is greatly surprised until he looks over the platoon and notices several Marines have black eyes, chipped teeth and bruises. Chris Winters says, “I was captain of the boxing team at Culver.”