Two military pilots are close friends, and share in a lot of hazardous missions while engaging in a series of good-natured romantic rivalries. But when one of the pilots loses a girl he really cared for, he cannot forgive his friend. Soon afterwards, they must work together on their most dangerous mission yet.
| Actor | Role |
|---|---|
 William CagneyLt. Tom 'Soapy' Cooper | Lt. Tom 'Soapy' Cooper |
 Edward NugentLt. Richard 'Woody' Wood | Lt. Richard 'Woody' Wood |
 June CollyerEvelyn Worthington | Evelyn Worthington |
 Edmund BreeseCol. Brooks | Col. Brooks |
 Lona AndreSophie | Sophie |
 Frank McGlynn Sr.Colonel Worthington | Colonel Worthington |
 Pauline GaronHilda Garon | Hilda Garon |
 Matt McHughMatthew O'Toole | Matthew O'Toole |
 Hattie McDanielIda Johnson | Ida Johnson |