The crew of the Appleby is ordered to "shape up" for the arrival of a new officer - Ensign Bender, a book-sailor from Annapolis. O'Toole thinks that Bender needs a "Navy style" initiation, so he sets out to convince the young ensign that he has contracted a strange nautical disease.

Gabby Di Julio says he can't re-enlist - he promised his folks that he'd take over their restaurant and let them retire. But O'Toole soon learns that none of the Di Julios really want it that way - Gabby doesn't want to leave the navy, and his folks don't want to leave the restaurant.

Chief Nelson loses his heart - and his bankbook - to a sugary Southern belle, and O'Toole intends to do something about it.