This is about the training of a multi-national group of pilots during World War II. Preston Foster is a crack pilot who is getting too old for active service, but wants to train pilots at a site in Arizona. He is sweet on Gene Tierney, but she does not seen to return the affection at first. John Sutton is one of Foster's British student pilots. His father had been a pilot in World War I, and Foster had known him well. Sutton had been a medical student, but when his brother is killed, he resolves to go into the flying service against the objections of his grandmother (Dame May Whitty), who knows about his fear of heights. He gets interested in Tierney, which she encourages. She finally falls for him, and Foster is left out in the cold, but he accepts it and goes on training pilots.
Walter Tetley (Leroy on The Great Gildersleeve radio show) has a brief part as a messenger boy.
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