On her first day aboard the New York–Paris route with Polar-Atlantic International Airlines, stewardess Carol, Pamela Tiffin, locks herself in a bathroom and delays departure. Once airborne, flight engineer Teddy, James Dobson, plays a lighthearted practical joke on her, signaling a day where flirtations, ambitions, and old hurts begin to collide among the crew and passengers.
Meanwhile, Donna, Dolores Hart, pursues affluence and social prestige. When she learns that a young Baron, Franz Von Elzingen, Karlheinz Böhm, can provide both, she sets her sights on him and the possibility of a life beyond her current station.
Copilot Ray, Hugh O'Brian, invites Carol to “dinner” but is shut down when his still-not-ex girlfriend, the married Katie, Dawn Addams, waylays him, complicating the dynamics among the flight crew and the barbed social games underway.
Texan Walter, Karl Malden Lucas, is derailed after his drunken conduct, and hostess Hilda Bergstrom, Lois Nettleton, watches as the two clash and then drift into a tentative evening around town. Walter’s bravado is tempered when Hilda’s cautions surface, and she asserts the boundaries that his money and charm cannot easily cross.
Donna and Carol coerce Walter into a chic dining choice, a move that appalls Hilda, who sees through the flurry of social climbing. The day’s escapades lead to a movie and an amusement park, where Walter reveals that his wife died four months earlier, and Hilda reminds him of the vulnerability behind the bravado. Fearful of getting hurt, she shortens the evening and withdraws.
Katie’s husband arrives at the hotel, stirring tension among the group; Carol warns the others, then curls up on the bed in Katie’s place, pretending to be Ray’s other plaything. Ray, in turn, remains unapologetic and unshaken by the deception, even as Carol lectures him about “values.”
Next, Vienna arrives with its own temptations. The Baron leaves his gold cigarette case—an eye-catching token that Donna had noticed—with a note for her to meet him at a cafe. The aristocrat, cash-poor but daring, prefers being a diamond-smuggling mule to any ordinary job, and Donna becomes entangled in delivering his stash, unaware of the bigger stakes.
The pair are then off in his Jaguar E-type, waterskiing and frolicking through an overnight escape. Before they part, the Baron convinces Donna to fetch him a carton of custom cigarettes made for him in New York, duping her into serving as another mule. Meanwhile, Hilda freezes Walter out, and Carol continues to test Ray’s boundaries with a gentle kind of detachment, even as Ray’s care for a child traveling alone prompts him to take the boy to the cockpit to “fly the airplane.”
Back in Paris, the three stewardesses are ushered into a luxury suite, where Donna’s luxury becomes a source of tension as Walter admits he can bankroll far more than he should—$40 million—causing Hilda to question whether his happiness is a fleeting joyride or something more enduring. She chides him for spending what he cannot ill-afford, and the moment of tension drives them apart.
Ray, now reinstated in his duties, consoles a crying child by showing him how the cockpit can be a place of wonder, taking him aboard for a moment to glimpse the wonder of flight. Carol, inspired by Ray’s gentle moment, encourages passengers to submit cards praising him to the airline’s president.
A change of heart comes for the Baron, who tells his Brit overlord that he is done using Donna as a mule. Donna is arrested at airport customs and charged with smuggling diamonds, though she is temporarily released as a pawn in a larger game. She meets the Baron at a quiet cafe, and he tries to placate her with money, which she refuses, ultimately returning the heirloom necklace that had captured her heart. The Baron, in turn, sends the necklace back with a simple message, “Auf Wiedersehen.”
On board again, the crew discovers the plane is nearly empty—save for one Texan in economy class. The destination becomes whatever Hilda desires. Carol heads to the cockpit, but before she can lay down another lecture about “values,” Ray straps her into a jump seat, gags her, and begins to frame a marriage proposal, leaving the voyage—and its tangled web of aspirations and loyalties—hanging in the air.
