Even though wealthy playboy Jim Spence was at the controls, pilot Sky Kelly is held responsible for an airplane crash in the United States in which a passenger is killed. Kelly’s sister Sydney, a newspaper reporter, is angered by the decision and vows that she will bring Spence to justice. Some time later, Spence and Sydney have fallen in love, but when a scandal sheet photographer reveals Sydney’s real profession, Spence ends the relationship. He later reads an appeal for pilots to ferry U.S. B-17 bombers known as “flying fortresses” to Britain and flies to Canada to volunteer. After an officer chastises him for his irresponsible stunt flying, Spence changes his mind about volunteering, but before he leaves, he learns that Kelly is training new pilots. Determined to prove that he is as good as Kelly, Spence again changes his mind and decides to fly for the ferry service. Spence makes his first flight to London with Kelly, who reveals that his sister is now working in London. The two pilots reconcile during the flight. After they land in England, Kelly and Spence hitch a ride into London with the beautiful Lady Deborah, and Kelly makes a date for dinner with her. Kelly suggests that Spence bring Sydney as his date, but when Spence arrives at Sydney’s office, she refuses to make up with him. In the meantime, Deborah invites Kelly to her palatial home, and he meets her brother, Lord Ottershaw. The two men immediately dislike each other: Kelly assumes that Ottershaw is a malingering fop, and Ottershaw thinks that Kelly is a rude American. That evening, while Sydney, Kelly and Deborah dine, Spence sits at a nearby table until he successfully apologizes to Sydney. Soon after, an air raid warning sounds, and Sydney and Deborah go to work. Impressed by the fortitude of the British, Spence and Kelly vow to return as soldiers. After joining the Royal Canadian Air Force, they return to London and are reunited with Sydney and Deborah. To Kelly’s surprise, Ottershaw is their wing commander. Kelly’s opinion of the earl is further changed when he learns that he will fly along with his men. Ottershaw asks both Spence and Kelly to fly in his plane. After they bomb their target, a power station in Berlin, German aircraft attack the squadron. Ottershaw’s plane is hit and plunges toward the ground, but an emergency repair allows them to continue. Then another attack wounds Ottershaw and sets an engine on fire. Making light of his injury, Ottershaw keeps the plane in the air while Spence, with Kelly’s help, crawls out onto the wing of the plane and extinguishes the fire. After Kelly returns to his co-pilot seat, Ottershaw succumbs to exhaustion, collapses and dies.