Will arrives for his last year at Military Academy, in the Deep South USA, in the 1960's. A black student, Pearce, has been accepted, for the first time and Will is asked to keep an eye out for the inevitable racism. The racists come in the form of The Ten, a secret group of the elite students. They want Pearce to leave on his own free will, but are prepared to torture him to make it 'his free will'. Will is forced to help Pearce and he is prepared to risk his own career to do so.

The film was originally intended to be filmed on location at the Citadel in Charleston, SC (author Pat Conroy, who wrote the novel on which the film is based, was a cadet at The Citadel and wrote the book based on his experiences there). Filming was shifted to England following the veto of the Citadel administration, which had been warned about the time-consuming delays of film production from the commandant of Valley Forge Military Academy, where the 1981 military school film Taps (1981) was shot. The school and its alumni also believed that the novel was derogatory to the school (the story was set in Charleston at a "fictional" military college that was obviously based on The Citadel) and that the movie would do the same.

Gilbreath:
Do you know what this is, boy?

[Holds up a coin]


Gilbreath:
Pop off!


Poteete:
It's a quarter, sir.


Gilbreath:
Shut up! Open your mouth and stick out your tongue.

[Poteete sticks out his tongue and Gilbreath places the coin on it]


Gilbreath:
Swallow it!

[Gilbreath grabs Poteete's throatt, forcing him to swallow the coin]


Gilbreath:
That's good boy, that's reeeal good. You're gonna be my little piggy-bank.