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During the 1930s in coastal South Carolina, ten year old Matt Cogswell (white) and 11 year old George Wigfall (black) become inseparable pals. It is George's father who gave him the uncomplimentary name - Fathead. The boys share many happy adventures and growing experiences until George moves away to a big city. Matt does not understand. He is disillusioned and distressed. George's widowed mother remarries and the boy's name is changed. A decade passes and the US is involved in WWII. The two men find themselves in the crew of the same US Navy destroyer. George recognizes Matt but the white lad, now a commissioned officer, looks down on the unrecognized enlisted steward's mate. Seeing the way the black man dallies with white prostitutes on liberty in foreign and northern US ports further exasperates the situation. Not until the ship is attacked and badly damaged by German aircraft while escorting a convoy to Europe do the two men come to remember their past friendship.