A tough army colonel trains airline pilots with an assistant, who competes with the colonel's son for the same girl.
Col. Stockton (Harry Carey) retires from the army to train airline pilots and tries to get pilot Stagg Cahill (Richard Dix) to join him. Stockton insists on strict discipline. He gets Cahill transferred. Cahill quits, but he is called up from the reserves to assist Stockton, who orders him to dismiss two mechanics for being late. Meg Lawrence (Joan Fontaine) sees Kenneth Stockton (Chester Morris) on the street and gives him a meal; he plays hobo but pays the maid. Ken arrives and beats Cahill at darts. Cahill takes Ken up for fancy flying. They throw the sticks away, and Cahill bails out; but Ken has an extra stick and lands the plane. Ferguson (Paul Guilfoyle) makes Ken move out of his room that Cahill gave him. Stockton tells his son Ken he won't last. Ferguson won't introduce Cahill to his cousin Meg, because he kicked her by mistake. Cahill offers to take Meg flying, but she is going out with Ken. Cahill and Ferguson cover for Ken when he is late. On a test flight Ken is tired and has to fly blind; he passes out, and Cahill pulls out of the dive just in time. Stockton reprimands Cahill for covering up for Ken; but Cahill blames Stockton for working them too hard. Stockton tells them to resign until he learns that two men were killed.
Ken and Cahill alternate dancing with Meg. Cahill asks her to marry, but she is going to marry Ken. Cahill asks to be their best friend. Joe Weldon (Robert Strange) offers Cahill a job flying to Alaska. Ken tells Meg he is going to San Diego. Meg tells Cahill that she is afraid. Cahill and Ferguson select Ken for the mapping flight. Ken arrives and tells Meg he is leaving again. Meg tells Ken she doesn't want the worry, and he won't give up flying. Meg tells Cahill she is available, and he asks her to marry; but she says she can't. Cahill keeps asking, and Meg accepts if he makes this his last flight.
Cahill, Ken, and Ferguson take off, and Cahill tells them he married Meg. Ken calls Cahill a taker. The rudder jams, and they land; but trying to take off, the plane crashes. Ferguson has both legs broken, and the radio is busted. Cahill and Ken drag Ferguson on a stretcher with a wheel. Ferguson's legs go numb, and he tells them to leave him; but they refuse. At night Ferguson crawls out to freeze to death. Ken goes back to help Cahill, and they find a house. They return on a plane, and Meg embraces Ken first and then kisses Cahill, who tells them he wants an annulment so he can fly.
This drama about developing aviation that has a risky allure for pilots portrays how three people can come to love and respect each other even though marriage can only be for two.