Cadet Jocko de Paris (Ben Gazzara) pulls all the strings at the military school he attends. With the begrudging help of his roommate, Harry (Pat Hingle), Jocko bullies the younger students into doing his bidding. Because he has the entire student body under his thumb, Jocko always manages to stay one step ahead of his teachers, and even succeeds in getting a well-connected student kicked out of the academy. However, he makes a mistake when he crosses freshman Robert Marquales (George Peppard).