In World War I, American born pilots Lt. Jerry Young (Fredric March) and Lt. Mike "Slug" Richards (Jack Oakie) join Britain's Royal Flying Corps and are assigned to the dangerous mission of reconnaissance over enemy lines. During furious fighting, Jerry loses his Air observer, one after the other, until only Henry Crocker (Cary Grant) is available to fly with him. The two men had previously met and fought. Jerry's dislike of Crocker grows after Crocker shoots a parachuting German observer who bailed out of a blimp. They eventually become friends of a sort, but Henry realizes that the war is taking a toll on Jerry.