Policeman Jon Davis, [Richard Arlen], informs 'Foxy' Pattis, [Chester Morris], at his shooting gallery that his criminal father has died. Foxy blames all policemen, feeling they harassed him his entire life and were responsible for his death. Jon Davis enlists and Foxy Pattis is drafted into the United States Army Air Forces, where Foxy becomes the instructor at an aerial gunnery school. He makes life miserable for Jon, now a "Flying Sergeant" student, trying to force the former policeman to resign.
Despite Foxy’s hostility, Jon passes the course and earns his wings. He later befriends a young Texas gunnery candidate, Sandy, [Jimmy Lydon], whose father was an airman killed at Hickam Field during the attack on Pearl Harbor. Sandy invites Jon and Foxy to his family’s ranch, where both men fall for Sandy’s sister Peggy, [Amelita Ward]. The visit adds a layer of complex emotions to the camaraderie forming among the trainees, setting the stage for loyalties that will be tested in the days to come.
Back in training, a tense mission tests Sandy’s nerves. During one flight, Sandy’s nerves cause him to mishandle the tail of the aircraft; the pilot manages to bail out, but Sandy is unable to do so and is mortally injured when the plane crashes. The tragedy deepens Jon’s resolve and cements Peggy’s place in his thoughts, while leaving Foxy to grapple with guilt, pride, and the price of pride in war.
Upon graduation, Jon is commissioned as a lieutenant and is assigned as a pilot of a light bomber. He leads a crew formed from many of his classmates, forging a new unit built on shared experiences, trust, and the hard-won lessons of training. Foxy serves as Jon’s gunner, a stubborn and belligerent presence who struggles to be seen as a true team member by the rest of the aircrew. This tension and dynamic dynamic rhythm of the squadron—between discipline, courage, and fractured egos—becomes central to their missions.
As they undertake a bombing mission against the Japanese, Foxy’s volatility is tempered by a fierce commitment to the lives of his fellow crew members. In the heat of danger, his instinct to protect others overpowers personal grudges, and his actions reveal a deeper loyalty to the squadron. The war test culminates with Foxy making the ultimate sacrifice to shield his comrades when their bomber is shot down behind enemy lines. His death marks a dramatic, poignant turning point for Jon, Peggy, and the whole unit, underscoring themes of sacrifice, redemption, and the high costs of service in wartime.
