The latest challenge to Charles' vivid imagination is a visit by an old shipmate of the absent Commander Powell. Since the good Commander is far away, serving in the Western Pacific for another six months, Lieutenant Matty Whiteford (Stephen Parr) comes to keep Ellen Powell and the kids company for a weekend. Unfortunately, company isn't all he tries to keep, and Charles doesn't like it. Charles confides to Walter (James Callahan), who being an old sea dog doesn't understand Charles' suspicions since a Naval officer is always honorable, etc. But when Charles and Walter are hospitalized overnight with a case of food poisoning brought on by tasting contaminated clams, Matty moves in. His campaign to capture Ellen Powell's affection is first subtlety slowed by the three kids and then abruptly terminated by Ellen's own left hook.