John Wayne stars as U.S. Navy Captain Rockwell "Rock" Torrey, a divorced "second generation Navy" son of a Chief Petty Officer and an Annapolis graduate career officer, who is removed from command of his cruiser for "throwing away the book" when pursuing the enemy and subsequnetly being torpedoed by a Japaneses submarine shortly after the Japanese attack on Pearl Harbor. After several months of subsequent desk duty ashore and recuperation from a broken arm he suffered in the torpedo attack on his cruiser, he is later promoted to Rear Admiral and given a crucial mission requiring the same sort of guts and gallantry. Though it makes use of the same heroic persona that Wayne displayed in his Westerns, this persona is very much restrained under Otto Preminger's direction. We learn more of the character's human qualities: his estrangement from his son, a junior Reserve officer in the Navy (played by Brandon De Wilde), and his romance with a Navy Nurse Lieutenant played by Patricia Neal), which brings out his yearning for a stable emotional anchor in his life. The Wayne & Neal relationship forms the emotional crux of the movie, and the two stars give sensitive performances.

Many believe Wayne's underplayed performance was due to the fact that he was seriously ill with lung cancer when the film was made. Shortly after filming ended in August 1964 he was diagnosed with the disease, and a month later underwent surgery to remove his entire left lung and two ribs. (Franchot Tone was soon to develop lung cancer and died of the disease in September 1968.)

The film was splendidly shot in black-and-white by Loyal Griggs, who composed his scenes in the scope format often using deep focus (Griggs was nominated for a Best Cinematographer Academy Award for his work). Jerry Goldsmith's musical score is also notable, as is the work of Saul Bass in the credit titles sequence (this sequence actually comes at the very end of the film, an interesting departure from the norm in a major Hollywood
production at the time).
The film received extensive cooperation from the US Navy. This included the use of the USS St Paul in the role of the straw bottom cruiser referred to only as the "old swayback" and an accompanying destroyer, USS Philip (DD-498), that took on the role USS Cassiday.

John Wayne as Captain Rockwell W. "Rock" Torrey USN, CO of Old Swayback; afterwards Rear Admiral Rockwell W. Torrey USN, "operational commander" of "Operation Skyhook."
Kirk Douglas as Commander Paul Eddington, USN, executive officer of Old Swayback; afterwards Captain Paul Eddington, Admiral Torrey's first chief-of-staff