U.S. Navy Lt. Commander Charlie Madison (James Garner) is stationed in England in the late spring of 1944. He's an unrepentant cynic and an enthusiastic coward, a man who landed at Guadalcanal, saw the horrors of war firsthand, and decided he wanted nothing more to do with it. So he became an officer and works as an aide to Admiral William Jessup (Melvyn Douglas), who's playing a major role in planning the D-Day landings. Charlie's real job is keeping Adm. Jessup and all the other top Navy brass in England well-supplied with liquor, good food, and women of easy virtue.
"Women of easy virtue" seems to be the real purpose of the motor pool, staffed entirely by attractive young women who chauffeur the senior Allied officers around. Among those are Emily Barham (Julie Andrews), who has suffered terribly in the war, having lost her father, brother, and husband. Emily is initially appalled by Charlie's libertine attitude and lack of patriotism, but can't resist an attraction to him, at least in part because of his very laziness and cowardice — Charlie is, after all, unlikely to get killed in the war, unlike so many other people who were important to her.
However, much to Charlie's displeasure, a major threat to his cushy rear-echelon lifestyle emerges. Adm. Jessup is worried about the Navy getting upstaged by the Army in the imminent invasion of France, and he has also been acting increasingly erratically since the death of his wife. He decides that "The first dead man on Omaha Beach must be a sailor," and he further decides that a Navy propaganda unit must be there to film it. And he chooses Charlie to lead that team.
Julie Andrews' second movie, sandwiched in between the smash hits Mary Poppins and The Sound of Music. Also notable as the only black-and-white film she ever made, and a rare role in which she doesn't sing.
- America Won World War II: The impending D-Day landing is called "the biggest battle in history". The folks who fought through Stalingrad and Kursk might have argued that (or the folks who fought through Operation Bagration, but that started two weeks after D-Day). Since the military's use of hype is part of the film's storyline, it's justified In-Universe.
- Anti-Hero: Charlie really is a coward, and while being a coward might be understandable it isn't really admirable. He's quite cruel to Emily's mother when talking about how all war is futile and all the sacrifices people make in war are useless. His rather sneering attitude towards war and the military is hard to justify when considering the cruelty and death Those Wacky Nazis were inflicting on Europe. And he's a sexist to boot, slapping the ass of every attractive motor pool girl he sees.
- Arc Words: "The balloon will go up" (and other variations), in reference to D-Day.
- Artistic License – History: There's a line about how 1,000,000 troops will land in Normandy on D-Day. While a million troops was the total number that would be committed to Operation Overlord over the next few months, only around 156,000 actually went to Normandy on the 6th of June.
- Also, the secret of when and where the operation would take place was guarded much better than shown in the film.
- Character Filibuster: Charlie has great slabs of dialogue that sound like Paddy Chayefsky pounding away intently at his typewriter, but don't sound so much like anything a human being would say. Jessup and Emily also have monologues that count as this.Charlie: I don't want to know what's good, or bad, or true. I let God worry about the truth. I just want to know the momentary fact about things. Life isn't good, or bad, or true. It's merely factual, it's sensual, it's alive. My idea of living sensual facts are you, a home, a country, a world, a universe. In that order. I want to know what I am, not what I should be.
- Credits Gag: Bus has sex with three different women over the course of the movie. They are credited as "The Three Nameless Broads (In Order Of Appearance)."
- Desk Jockey: Bus, who's a graduate of the Naval Academy but, due to bad eyesight, has been kept from going to sea and assigned to deal with paperwork. His sudden Patriotic Fervor over the filmmaking plan was because he realized that it was his only chance to get D-Day glory.
- Easily Forgiven: After shooting Charlie for insubordination, Bus still seems to be forgiven by him in the end.
- Establishing Character Moment: Charlie, when he gets off the plane and starts smacking the behinds of motor pool girls at the airport. Emily, when she slaps him for it.
- Getting Crap Past the Radar: got away with all sorts of things due to the Hays Code being on its last legs in 1964
- While the film actually does not show Charlie and Emily having sex, it later confirms that they did by having Emily fret over the possibility that she might become pregnant. (Section II)
- The line "You're a bitch!" (Section V)
- One of Bus's girls is rousted from bed naked when Charlie bursts in to complain to Bus. She's complaining and scrambling for a sheet when Bus tells her to stand at attention. So she does, standing at attention naked while Charlie complains about his orders. (Section VI)
- Gilligan Cut: Upon hearing the news of Charlie's death on a ridiculous errand, Jessup says, "If Charlie were here he'd be laughing himself silly." Cut to a frowning, very much alive Charlie getting off a hospital ship.
- Insane Admiral: Jessup's manic episodes where he fixates on his ridiculous propaganda film are sometimes interrupted by catatonic trances. Turns out his mental equilibrium hasn't recovered from the death of his wife a year before.
- Insignia Ripoff Ritual: Bus, who has gotten a new gung-ho charge about the mission, rips the rank insignia off Charlie's uniform after Charlie continues to refuse to make the movie.
- Interrupted Intimacy: Charlie is about to have sex with Emily when Jessup barges in. Jessup, without even noticing (he's fully in the grip of his mania), starts raving about his movie idea. Then Charlie bursts in to Bus's room to tell him and interrupts Bus in the middle of sex with his girl. Then later Charlie does this two more times with different ladies in Bus's bed with him.
- Lovable Coward: Much of the movie involves Charlie trying to worm his way out of getting sent to the beaches of France during D-Day.
- My God, What Have I Done?: Jessup is confused as to why Charlie even got sent to Normandy to (apparently) die, and when Bus tells him that he gave the order to make the D-Day landing film, Jessup, who doesn't remember it at all, is horrified. He berates Bus for dutifully following through with what had clearly been an order given under the influence of mental illness.
- Old-Fashioned Rowboat Date: Charlie and Emily go on one, which is somewhat undercut when Charlie complains about how hard it is to push the boat with a pole.
- Precision F-Strike: "You're a bitch." The Hays Code was on its last legs in 1964.
- "The Reason You Suck" Speech: Several, in true Paddy Chayefsky style, but most memorably from Emily to Charlie at the end, pointing out the hypocrisy of the self-confessed coward Charlie becoming indignant over the slippery morality of the military.
- Running Gag: The troops hearing Dwight D. Eisenhower's famous pre-invasion message ("You are about to embark on a great crusade, toward which we have striven these many months...") read numerous times by numerous officers as they prepare to leave for Omaha Beach.
- The Scrounger: An officer version. Charlie is a "dog robber" whose specialty is keeping high-ranking officers supplied with wine, women, and song. He can do stuff like find avocados in an England impoverished by war.
- Shown Their Work: Just as Admiral Jessup complained about, the Army Air Corps indeed had been the Spotlight-Stealing Squad of the war, and there was serious talk of merging the Navy with the Army. It even got support from the White House. But it ran into opposition in Congress and the plan died. The other possibility mentioned by one of the other characters, that the Air Corps would spin off into its own military branch, eventually was what ended up happening.
- Shout-Out: Charlie follows his indignant response to Emily's disapproval of Americans (see Shut Up, Kirk! above) by saying "So lay off, Mrs. Miniver."
- Shut Up, Kirk!: Emily thinks Americans are gauche and rude and spoiled, as shown by how Charlie and the Navy brass enjoy avocados and fine steaks and liquor while the people of England are on rations. Charlie has no patience for this."You American-haters bore me to tears, Ms. Barham. I've dealt with Europeans all my life. I know all about us parvenus from the States who come over here and race around your old cathedral towns with our cameras and Coca-Cola bottles... Brawl in your pubs, paw at your women, and act like we own the world. We overtip, we talk too loud, we think we can buy anything with a Hershey bar. I've had Germans and Italians tell me how politically ingenuous we are, and perhaps so. But we haven't managed a Hitler or a Mussolini yet. I've had Frenchmen call me a savage because I only took half an hour for lunch. Hell, Ms. Barham, the only reason the French take two hours for lunch is because the service in their restaurants is lousy. The most tedious lot are you British. We crass Americans didn't introduce war into your little island. This war, Ms. Barham, to which we Americans are so insensitive, is the result of two thousand years of European greed, barbarism, superstition, and stupidity. Don't blame it on our Coca-Cola bottles. Europe was a going brothel long before we came to town."
- Soldiers at the Rear: Charlie is quite clear about this, saying that after seeing the nightmare that was Guadalcanal, he chose to be a coward, and landed himself some very comfortable duty on an admiral's staff.
- Title Drop: Sort of. Charlie gives Emily some chocolates. This starts her off on a rant about how Americans are giving British girls candy and nylons and the like in exchange for sex."Don't show me how profitable it would be to fall in love with you, Charlie. Don't Americanize me."
- Toplessness from the Back: One of Bus's girls is rousted from bed naked when Charlie bursts in to complain to Bus. She's complaining and scrambling for a sheet when Bus tells her to stand at attention. So she does, standing at attention naked while Charlie complains about his orders.
- We Used to Be Friends: Bus suddenly becoming a gung-ho supporter of the filmmaking plan drives an immediate wedge into his friendship with Charlie, and the gulf between them grows so wide that Bus actually shoots at Charlie at the Omaha Beach landing to get him to follow through on his orders.
- The X of Y: The Americanization of Emily