Holmes' First Sergeant Milt Warden is a career soldier, who, as the ranking non-commissioned officer, does most of the work of running the company while Captain Holmes is off pursuing either his promotion or women. Warden is both efficient at his job and understanding with the men under him. He comes to respect Prew, and at one point even stays out late getting drunk with him and then makes sure he gets home safely without being disciplined. Warden has also heard that Holmes' beautiful wife, Karen, has slept with a number of other men in his unit and begins an affair with her himself. Warden finds out that Karen's promiscuous behavior is due to her husband's cheating and giving her gonorrhea a few years after their marriage, forcing her to have a hysterectomy as part of the cure. Karen and Warden fall passionately in love, and Warden continues to see her in secret despite the risk to his career and a possible military prison sentence at Leavenworth if her husband finds out. Holmes realizes that his wife is having an affair but does not suspect that it is with Warden. Karen wants Warden to take a training course to become an officer so she can divorce Holmes and marry Warden, something that Warden feels would be improper on top of his already mixed feelings about officers. Over time, the strain of keeping the relationship secret also begins to put a damper on their feelings.