Besides James Cagney and Pat O'Brien, there's also beautiful Gloria Stuart (63 years before her triumphant return to the screen in Titanic (1997)) as the love interest, and Frank McHugh providing comedy centered around his mother's false teeth. In a fight over a girl with Navy man O'Brien, Cagney is knocked out when his girl distracts him. And when O'Brien later steals his girl, Cagney is so angry he joins the Navy with the hope of getting even. Talk about holding grudges! After 3 months of basic training (shot on location at the Naval Training Station in San Diego, California), Cagney is assigned to the battleship U.S.S. Arizona, the ship O'Brien is on. The Navy allowed location shooting on the actual ship, which is the same one sunk at Pearl Harbor and is now in the harbor as a memorial. It's an impressive ship with unbelievable firepower and we see the big guns being loaded and fired in maneuvers. Meanwhile, Cagney had met and wooed Stuart, but she turned out to be O'Brien's sister! And O'Brien caused a rift, another reason for Cagney to get even with him. Because of a bad attitude problem, Cagney eventually is transferred to the dirigible U.S.S. Macon at Sunnyvale, California. Again, the actual airship is used and it is an awesome sight as it is pulled out of its hangar, dwarfing everything in view. As luck (and the script) would have it, the ship tries to land in windy weather but aborts, with O'Brien hanging on to a mooring line as it gains altitude. Cagney disobeys orders and climbs down the rope with a parachute to try to save the man he doesn't yet know is O'Brien.