In 1942, the stories of a new group of U.S. Army Air Forces pilots are intertwined. As they receive their Flight training from Lt. General Henry H. Arnold, each of the trainees, Cadet Frank Bickley (Tod Andrews), Cadet Dick Mathews (Don DeFore) and Cadet Jim Morgan (Ray Montgomery (actor)) recall their prewar introduction to flight training. In their first assignments as pilots, they are flying aircraft and airlifting matériel to General Douglas MacArthur in Australia.