Texan farmers the Frake family head for the Texas State Fair in Dallas. The parents are focused on winning the competitions for livestock and cooking. However, their restless daughter Margy and her brother Wayne meet attractive new love interests.

Captain Josiah Newman runs the neuro-psychiatric ward of an Arizona desert hospital during World War II. He often uses unconventional means and people to match, including his new orderly, Jackson Leibowitz. Among the patients in their ward is the suicidal Colonel Bliss, who eventually climbs atop a water tower, and a battle-scarred corporal named Tompkins who reveals under the spell of sodium pentothal the source of his distress. Newman also assists in the marital love life of Captain Winston while enjoying a flirtation or two with his own chief nurse, Lieutenant Corum.