Soon after the US enters World War II, Steve Britt (Preston Foster), a former World War I flying ace, arrives at Thunderbird Field, looking for a job as a civilian primary flight instructor. The base commander is an old friend, Lt. Col. "Mac" MacDonald (Jack Holt (actor)), working with Squadron Leader Barrett (Reginald Denny (actor), himself a World War I aerial observer), who is in charge of the Royal Air Force cadets at the base.