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On November 21, 1963, a group of young marines is gathered in San Fransisco the night before they ship off to Vietnam. They decide to celebrate their last night of freedom with a cruel game they call a “dogfight” where every man sets out to find the ugliest girl he can and brings her to a party. Everyone puts in money, and the man with the ugliest date wins the pot. One of the young men taking part is Eddie Birdlace, who is running out of time to find a date when he meets idealistic waitress Rose Fenny in a diner. He invites her to the party—her very first party—and she accepts. She leaves angrily when she finds out about the bet and Eddie, feeling bad, comes to find her. After an inauspicious beginning, an awkward love story begins to unfold.