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World War I flying ace Steve Britt goes to Thunderbird Field in Arizona, where he hopes to become a civilian flight instructor.  Thunderbird Field is the initial training site for many American, British and Chinese military pilots, and Steve, who is too old to enlist in the Army Air Corps himself, wants to contribute to the war effort in any way he can.  Steve's old pal, Colonel "Mac" MacDonald, recommends Steve for the post.  Another reason why Steve moves to Arizona is so that he can see Kay Saunders, a former girl friend who lives on the nearby ranch of her grandfather, Colonel Cyrus P.  "Gramps" Saunders.

After Kay, who broke off her relationship with Steve because of his irresponsibility, rejects his advances, he then concentrates on his students.  Among them is Peter Stackhouse, an English intern who requested a transfer from the medical corps to the RAF.  Steve knew Peter's father, a heroic pilot who was shot down during World War I, and is therefore dismayed by Peter's adverse reaction to flying.  Peter gets ill every time he goes up, and after it happens on numerous occasions, Steve tries to convince him that there would be no shame in serving in another branch of the military.  Peter explains that all the men in his family have been flyers, and that after his brother was shot down recently, Peter promised his grandmother, Lady Jane Stackhouse, that he would join the RAF to carry on the family tradition.  Peter's nausea when flying is due to a fear of heights caused by a fall from a horse during childhood, but Steve believes that he can overcome it.

While Peter is continuing his training, he makes the acquaintance of Kay, who is attracted to the charming Englishman.  Peter falls in love with her, and although Steve becomes his adversary on the romantic front, he vows to keep his feelings for Kay separate from his job as Peter's instructor.  Mac and RAF Squadron Leader Barrett want to wash out Peter, who is the only one in his class who has not yet soloed.  They stress the urgency of training pilots quickly, but Steve maintains that Peter has got the right stuff and threatens to quit if he is removed from the program.

In a last ditch effort to get Peter over his fear, Steve takes him up on a flight then bails out of the plane.  Despite a sudden dust storm, Peter flies brilliantly and rescues Steve, whose parachute is being dragged by the storm.  The storm destroys Peter's plane, however, and Mac and Barrett, believing that the damage was caused by incompetence, kick Peter out of the school and fire Steve.  That night, however, at a USO dance, Kay convinces Mac and Barrett to give them another chance.

The next morning, Peter makes good on Steve's faith in him by executing an excellent solo flight.  Kay tells Steve that she will marry Peter, then persuades him to stay on as an instructor at Thunderbird, where his expertise can help to win the war.