War is brewing between the soldiers at an otherwise quiet army base and the civilians of a nearby Southern town. Brian Keith is an officer who tries to keep the peace. However, peace is hard to come by with Ernest Borgnine as a stereotypical dumb hick sheriff who's quick to call in the local militia. Tony Curtis plays a skirt-chasing sergeant who can't stay out of trouble and soon lands in jail. Brian Keith borrows a tank to release his friend from jail. Things get more chaotic after that.
| Actor | Role |
|---|---|
 Brian KeithOfficer Michael M. Nace | Officer Michael M. Nace |
 Tony CurtisShannon Gambroni | Shannon Gambroni |
 Ernest BorgnineSheriff Harve | Sheriff Harve |
 Ivan DixonSgt. Jones | Sgt. Jones |
 Suzanne PleshetteRamona | Ramona |
 Tom EwellBilly Joe Davis | Billy Joe Davis |
 Bradford DillmanCapt. Myerson | Capt. Myerson |
 Arthur O'ConnellMr. Kruft | Mr. Kruft |
 John FiedlerMaj. Purvis | Maj. Purvis |
 Don AmecheCol. Flanders | Col. Flanders |
 Christopher MitchumAlturi | Alturi |
| JJean ArgyleMrs. Calhoun | Mrs. Calhoun |
| JJohn James Bannon1st MP | 1st MP |
| SStan BarrettGreen Beret Soldier | Green Beret Soldier |
 Dorothy GreenMrs. Kruft | Mrs. Kruft |
 John LasellDr. Hillery | Dr. Hillery |
 James GavinHelicopter Pilot | Helicopter Pilot |