During the American Civil War, the Massachusetts army engages Confederate forces in a bloody battle. Captain Robert Shaw is injured in the battle and assumed lost, but is found alive by a gravedigger named John Rawlins and sent to a field hospital. Shaw visits his family, and is introduced to Frederick Douglass. Shaw is offered a promotion to the rank of Colonel, and command of the first all-black regiment the 54th Massachusetts Volunteer army. He accepts the responsibility, and asks his childhood friend, Major Cabot Forbes to serve as his second in command. Their first volunteer soldier is another one of Shaw's friends, a bookish freeman named Thomas. Others soon follow, including Rawlins and Trip, an escaped slave who is mistrustful of Shaw. The black soldiers undergo a training regimen under the harsh supervision of Sgt. Mulcahy. Forbes and Shaw argue over the training. When Trip goes out and is caught, Shaw orders him to be whipped in front of the troops. While talking to Rawlins, Shaw finds out that Trip had left merely to find shoes to replace his own worn ones. Shaw realizes that supplies are being denied to his soldiers because of their race. He confronts Kendric, and finds out that the shoes and socks were in stock but had not been given to them. Shaw continues to respect the blacks when a pay dispute which the Federal government decided to pay black soldiers less than white soldiers. Once the 54th completes its training they go on their way to join the war in South Carolina, the 54th is ordered to destroy a Georgia town and burn it by Harker's second-in-command, Colonel Montgomery. After refusing, he obeys the order and the town is destroyed. Shaw invests Rawlins as a Sergeant Major and Rawlins begins the difficult task of earning respect from both the white and black soldiers. Shaw confronts Harker and threatens to report the smuggling he has discovered unless Harker orders the 54th into combat. In their first battle on James Island, early…