Two tough, career U.S. Navy petty officers, Buddusky (Jack Nicholson) and Mulhall (Otis Young), are assigned to transport sailor Larry Meadows (Randy Quaid) from Norfolk Naval Base to Portsmouth Naval Prison where he's facing an eight-year sentence. As the two take a liking to their young charge, Buddusky becomes determined to show him a good time on the way north. In Washington, the trio narrowly avoids a bar fight, takes in the sights of the Capitol and then gets drunk in their hotel room. In New York, they tangle with Marines in a public washroom and attend a meeting of a religious cult before being picked up by a girl in Greenwich Village and go ice skating at Radio City. At a brothel in Boston, Buddusky and Mulhall provide their prisoner with an introduction to sex courtesy of a prostitute (Carol Kane). But when Meadows tries to escape during a picnic in snow-covered Boston Common, he's subdued and beaten by Buddusky. Bruised and battered, he's finally turned over to the authorities in Portsmouth and, their detail completed, Buddusky and Mulhall realize they are just as much prisoners of their world as Meadows now is of his.