A test pilot gets married; his wife and best friend have to deal with the dangers he faces.
Gunner Sloane (Spencer Tracy) tells Drake (Lionel Barrymore) that his plane will break the record. Gunner gets rid of Mabel and Sarah so that test pilot Jim Lane (Clark Gable) can sleep. Jim takes off and flies but has to land in a field. Ann Barton (Myrna Loy) finds him, banters with him, and takes him to her parents' farmhouse. Jim calls Gunner to come fix the plane. Jim and Ann go to a baseball game in Wichita, and he takes her flying. Gunner arrives and feels left out; but Ann goes to a dance with Joe (Ted Pearson), who tells Jim that Ann agreed to marry him. Jim calls Ann a flirt, but she wants to forget Jim. When he leaves on the plane, she cries; but Jim goes back and picks her up.
Jim tells Gunner that Ann is his wife. Drake complains that Jim was late. Jim insists on a honeymoon, and Drake fires him. Jim and Ann get an apartment with Gunner, and Jim talks the landlady (Marjorie Main) out of paying rent in advance. Gunner gives Jim $100, and Jim buys a nightgown for $50. Fred Benson (Louis Jean Heydt) expects to win $10,000 in the race. Jim's plane catches fire, but he goes on and wins. Benson crashes and is killed. Ann realizes the danger of pilots. Jim calls on Mrs. Benson (Gloria Holden) and gives her half his prize, $5,000. Jim gets drunk and talks of flying as though it is a woman.
Gunner tells hung-over Jim he is in Chicago. Jim has no money left and goes home to Ann, who understands. Ann tells Gunner, "It's easy to be gallant when you're doomed." Ann tells Jim that she is leaving. He asks her to stay, and she changes her mind. Jim flies for Drake, and General Ross (Samuel S. Hinds) tells him to push the plane past its limit. The wings break off, and Jim parachutes. Ann collapses. Jim gives her the $4,000. Gunner says that all three are doomed and drinks. Drake and General Ross tell Ann that Jim is to test a bomber at 30,000 feet. Gunner goes up with Jim. After reaching 30,000, the plane goes into a tail-spin. Gunner is injured, and Jim crash-lands in a forest. Jim pulls Gunner away from the fire. Gunner tells Jim not to replace him and dies. Ann asks Jim to die and leave her alone, crying. Jim tells Drake that he will go back up. Drake tells Jim that Ann loves him. Drake calls Ann that Jim's test piloting is over because he loves her more. In the final scene Jim instructs army pilots. They take off, and Jim tells Ann not to bring their child there.
This drama of a close three-way friendship foreshadows the next war with its development of the war-fighting planes and the training of pilots.