On a secluded base in Arizona, veteran World War I pilot Steve Britt trains flyers to fight in World War II. One of his trainees, Englishman Peter Stackhouse, competes with Britt for the affections of Kay Saunders, the daughter of a local rancher. Despite their differences, Britt makes sure Sutton passes his training and becomes a combat pilot -- even though he loses Kay to the young man in the process.
| Actor | Role |
|---|---|
 Preston FosterSteve Britt | Steve Britt |
 John SuttonPeter Stackhouse | Peter Stackhouse |
 Gene TierneyKay Saunders | Kay Saunders |
 Jack HoltColonel MacDonald | Colonel MacDonald |
 May WhittyLady Jane Stackhouse | Lady Jane Stackhouse |
 George BarbierCol. Cyrus P. 'Gramps' Saunders | Col. Cyrus P. 'Gramps' Saunders |
 Richard HaydnGeorge Lockwood | George Lockwood |
 Reginald DennyBarrett | Barrett |
 Ted NorthCadet Hackzell | Cadet Hackzell |
 Janis CarterBlonde Red Cross Nurse Trainee | Blonde Red Cross Nurse Trainee |
 C. Montague ShawDoctor | Doctor |
| VViola MooreNurse | Nurse |
 Nana BryantMrs. Blake | Mrs. Blake |
 Joyce ComptonSaleswoman | Saleswoman |
 Bess FlowersNurse | Nurse |
 Selmer JacksonBit role | Bit role |
 Charles TannenAmerican Flyer / Opening Off-Screen Narrator (voice) | American Flyer / Opening Off-Screen Narrator (voice) |
 Harry StrangForest Ranger | Forest Ranger |
 Walter TetleyMessenger Boy | Messenger Boy |
| Walter TetleyRed Cross Nurse Trainee (uncredited) | Red Cross Nurse Trainee (uncredited) |
 Peter LawfordEnglish Cadet (uncredited) | English Cadet (uncredited) |