Libby Meredith and her husband Roger, a college professor, have a quiet, comfortable marriage. They journey to the Great Smoky Mountain region of Tennessee, where Roger will spend his sabbatical year writing a book. Their neighbor, an unhappily married mountain man falls in love with Libby at first sight. Although plagued by guilt, Libby cannot deny the sudden, overwhelming passion and exuberance she feels as a result of the mountain man's confession of love. Their brief, idyllic infatuation is interrupted by sudden violence.
A young entertainer, Carole Beaumont, is wooed by actor-producer Charles King but, uncertain of her feelings, she resists his attentions. During an air raid, a bomb explosion rocks the café and Carole is knocked unconscious. In her confused state, fantasies flash through her mind, and she seems to become Nell Gwyn of Old Drury, with Charles King looking very much like King Charles. Recovering, she is advised by her doctor to take a rest in the country and, there,another beau, Albert Gutman, prompts his grandmother, Lady Drayton, to invite Carole to their family home at Windsor.
In the spring of 1942, following the blockade-run that took General Douglas MacArthur and his staff from the Philippines to the safety of Australia, the survivors of a bombed-and-sunk PT Boat make their way to shore. The skipper tells his men they have top priority passes if they can make their way to Del Monte airfield 200 miles away, and advises them to split up into pairs. Ensign Chuck Palmer and crewman Jim Mitchell finally reach Tacloban on the island of Leyte. In an American mission school, Palmer meets Jeanne Martinez, who is urgently trying to see the officer in charge with a request for help for a relative, and he also learns that the Japanese have captured the airfield. Palmer tries to make Australia by a boat that sinks in a tropical storm and has to swim for shore. All through 1942, Palmer and the other survivors dodge enemy patrols while living off of the land.
In the Spring of 1965, when a struggling young director named Monte Hellman, a rag-tag group of actors, and a small production crew ventured into the Utah desert to film a pair of low-budget westerns, Ride in the Whirlwind and The Shooting, no one expected that the results would turn out so marvelously. Both films would be shot simultaneously and both would be financially backed by B-movie mogul Roger Corman, with whom Hellman had previously worked as director and as editor. The Shooting would be lensed first, with an 18-day shooting schedule. After that, there would be a week of prep-time for Ride in the Whirlwind, then another 18 days to get it in the can.