Towards the end of World War II, the morale of British units stationed in Burma and India was on a downslide. In contrast, the morale of Indian units was quite high. In fact, after the 1943 Arakan Campaign, the morale of Indian units rose slowly but steadily. The morale and discipline of Indian troops are also compared and contrasted with another colonial army: the African troops. By making a comparative study of the Commonwealth troops deployed in Burma and India, this paper attempts to show how and why the contours of morale and discipline changed among the various groups of troops at different times. The study of morale and discipline of the troops deployed in these two regions represents two extreme conditions: while Burma remained a war front, India did not experience any actual warfare except for some skirmishes with Indus tribes at the northwest frontier. In general, bad discipline is partly responsible for bad morale and vice versa, which adversely affects the fighting power of armies. This turns to the issue of ‘why do men fight’? The ‘will to war’ is directly proportional to good discipline and strong morale amongst troops. This paper will look for the causative factors shaping discipline and morale of both metropolitan and colonial soldiers, based mainly on military intelligence reports on morale. We will see that rather than grand ideas like nationalism and anti-fascism, mundane factors like the supply of good rations, access to sex and service conditions, influence the morale and discipline of soldiers, and hence their combat-worthiness.