As war breaks out in Europe, young Americans Chuck S. Brewer (Robert Stack), Johnny M. Coe (Leif Erickson (actor)) and Wadislaw Borowsky (Edgar Barrier) cross the Atlantic to join the Royal Air Force. Assigned to the Eagle Squadron, made up of other American pilots, they make friends with Squadron Leader Paddy Carson (John Loder), and women flyers Anne Partridge (Diana Barrymore) and Nancy Mitchell (Evelyn Ankers). Chuck is immediately attracted to Nancy, but she already has a boyfriend, Hank Starr (Jon Hall (actor)), another pilot in the squadron.