In World War I, American pilots Lt. Jerry Young (Fredric March) and Lt. Mike "Slug" Richards (Jack Oakie) are assigned to the dangerous mission of reconnaissance over enemy lines. During furious fighting, Jerry loses his air gunners/observers, one after the other, until only Henry Crocker (Cary Grant) is available to fly with him. The two men had previously met and fought. Jerry's dislike of Crocker grows after Crocker shoots a parachuting German observer who bailed out of a blimp. They eventually become friends of a sort, but Henry realizes that the war is taking a toll on Jerry. After an enemy raid on his base, the commanding officer, Major Dunham (Guy Standing) sees what is happening to his best pilots, and orders Jerry to go to London on leave after Crocker tells him that Jerry is cracking up. Meeting a young woman (Carole Lombard), Jerry carries on a brief affair, before being sent back to the front. With Jerry away, Henry flies a mission with Mike that ends with the death of the pilot. Jerry blames his friend and asks for a different air observer. On his first mission with Jerry, the new recruit, Lt. John Stevens (Kenneth Howell) falls out out of the airplane during inverted flight during a dogfight with Voss (Robert Seiter), a famous German ace. He has no parachute and falls to the ground. Jerry then shoots down Voss in a head-on pass. Jerry lands near Voss' crashed airplane and sees that the dead Voss is a young man. Stevens' death and the killing of the young German are the last straw for Jerry, who kills himself in his and Crocker's quarters after attending a drinking party in honor of his killing Voss. Crocker finds Jerry dead later that night, and hides the fact that Jerry is dead from the Colonel, who visits to check on Jerry. To preserve his friend's reputation, Crocker loads Jerry's body into an aircraft early the next morning and flies to the front lines, where he stages a crash. The movie ends showing Jerry's heroic epitaph.