Stationed at a British military outpost in India, longtime friends Capt. Geoffrey Roberts (Adolphe Menjou) and Lt. Ned Nichols (Laurence Olivier) learn that they both love the same married woman, Alva Sangrito (Lili Damita). A slave to her abusive husband, Victor (Erich von Stroheim), who uses her as a pawn in his blackmail schemes, Alva has truly fallen for the morally upright Roberts, who must choose between his friendship with Ned and the beautiful Alva.