Two U. S. Marines flyers leave Nicaragua, can't find a job, and wind up flying for a bootlegger in New York.
After their Marine plane is shot down by bandits, Bill Keller (Douglas Fairbanks Jr.) and Toodles Cooper (Frank McHugh) are arrested in a canteen. They leave the military and go to New York to fly; but the company is out of business, and they suffer unemployment, taking turns wearing one good suit. Bill finds Alabama (Bette Davis) even worse off and invites her to stay with them if she'll cook. When Bill looks in on her at night, she threatens to move to the YWCA. Bill makes $75 parachute jumping and buys a uniform to become a chauffeur for Mrs. Newberry (Claire Dodd). Bill drops her off with her date Weber (Leo Carrillo) and goes out with Alabama and Toodles. Bill races back to pick her up, and Weber pays off the police for Bill's speeding. Bill takes Mrs. Newberry home. She asks him to build a fire, drinks with him, and kisses him. Weber comes in with a gun, and Bill shows him his shooting skill. Weber bends the law by importing liquor and hires Bill as a bodyguard for $150 a month.
Bill asks Alabama to marry him. When she applies for a job with Weber, Bill gets angry. Bill and Toodles fly to Canada to pick up liquor for Weber. On the way back Bill shoots down two border patrol planes. Bill complains that Alabama has moved out. Weber arranges to pay his debt to two gangsters at the 51 Club while asking the police for protection. Weber's associate Steve (Harold Huber) warns them to bring guns. Alabama calls away Bill so that he won't take the rap. Steve shoots the two men and is arrested; but he pleads self-defense and is paroled. Bill tells Toodles that Weber and Steve murdered two men, and they both decide to resign. Weber asks them to do one more job transporting suitcases; but Bill learns they contain narcotics, which can mean ten years. During a raid Weber betrays Steve, who is shot by the Federal agents. Toodles is flying one plane, and Bill has Weber in another. Flying upside down knocks Weber unconscious, and Bill transfers his package to Toodles in the air with a note for him to bail out because of the narcotics. Toodles does so, and Bill crash lands his plane after being shot at by the border patrol. Bill says Weber tried to frame him. Toodles joins the Marines. Bill finds Alabama and asks her to marry him and if he can join the Marines; she says yes and no.
These two flyers went from serving U. S. imperialism in Nicaragua to working for a bootlegger after suffering from the Depression. Smuggling dope is seen as worse and more dangerous than liquor. Alabama also has difficulties trying to market her secretarial skills, while the gangsters find their life-span is short.