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Eighteen Army Air Corps bombers head toward Los Angeles to engage in a simulated air raid.  At the completion of the air raid, one of the bombers crashes in the desert and the body of a woman is found in the wreckage.  A military court-martial follows and pilot Jefferson Young III is charged with disobedience and admitting an unauthorized passenger onto a military plane. When Jeff pleads guilty, the court considers his military history: Jeff, heir to a New York fortune, garage mechanic Al Ludlow and football hero Tom Cassidy meet when they bunk together while training for the U.S.  Army Air Corps at Randolph Field in Texas.

Jeff and Al develop a strong friendship as they encourage each other through training and boost their self-confidence.  When Jeff meets Al's old flame, nightclub singer Sally Vaughn, he is unaware of his friend's previous relationship with her, and Sally decides to win the heir for herself.  Jeff is in love with photographer Carolyn Bartlett, who is away on a photo-shoot.  However, after failing to pull a buddy from a flaming wreck, Jeff loses his confidence and visits Sally in a drunken stupor.  Al saves Jeff from Sally's greedy clutches, and Jeff later reunites with Carolyn at a dance, after he apparently firmly rejects Sally.

The next training session takes the three friends to Kelly Field, also in Texas, and Al is appointed senior cadet captain in charge of the group.  They lose Tom when he is killed while attempting some daredevil maneuvers and his plane crashes.  Al is dismissed from the Corps for allowing the stunts and his lifetime dream of flying is destroyed.  Sally announces that she has gotten "in trouble" by Jeff, who has continued to see her because she threatened to reveal their affair and ruin his military career.  Al, who has always loved Sally, now marries her to save Jeff's career.  Carolyn leaves Jeff after learning of his deceit and of Al's self-sacrifice.  Jeff's pride at graduating from final training is compromised by the loss of his friends.

Six months later in Kansas City, Sally leaves Al when, upon revealing that she lied about her pregnancy, Al admits that he knew all along and Sally mistakenly assumes that he does not love her.  Sometime later at March Field, Jeff prepares a bomber for war game maneuvers and discovers that Al is the crew chief aboard the plane.  Their flight instructor and commander, Mercer, who has guided their careers in the Corps, promises to get Al reinstated.  Sally appears unexpectedly and begs Al for help because she is wanted for murder.  Al gives her money to leave for Los Angeles, but Sally panics when she sees army officers coming into the hangar, and unknown to Al, hides in the cargo bay of the bomber.

After they successfully complete their war games over a blacked-out Los Angeles, Mercer orders Jeff to return to the desert to test their new emergency flares.  Al discovers a terrified Sally when he goes to get the flares and as she struggles with him, a flare ignites.  While attempting to get rid of the flare, Mercer is injured when it explodes before leaving the bomb bay doors, and Al leaps to save him.  They float to safety with Al's parachute, and Jeff makes a dangerous night landing to help them.  After discovering that Mercer needs immediate medical help, Jeff attempts a takeoff in the dark, despite Mercer's orders to the contrary, but crash-lands the plane.  Sally is killed in the crash and Jeff takes full responsibility for the accident and for her presence on the plane.

At Jeff's court-martial, Al reveals the truth of his involvement and Jeff is found innocent of all charges.  Mercer fully recovers, Al is sent to Kelly Field to complete his training and Jeff reunites with Carolyn.