Gonigle William B. Davidson runs a carnival air show with a firm hand, and his decision to fire the arrogant yet talented stunt pilot Jinx Roberts Dick Foran after a heated disagreement sets the story in motion. Out of work, Jinx decides to enlist in the Army Air Corps, and with his stubborn pride still intact, he drags along two loyal but prone-to-trouble companions—Blackie Benson Bud Abbott and Heathcliff Lou Costello—to celebrate with one last night out at a nightclub. There, Jinx and Linda Joyce Carol Bruce meet, and a spark quickly forms between the brash pilot and the club’s captivating singer.
Coincidentally, Linda soon leaves show business to become a USO hostess at the very academy where Jinx and her brother, Jimmy, are training. At the same facility, Jinx’s old rival from years past resurfaces in the form of his instructor, Craig Morrison William Gargan, a co-pilot he once clashed with. The reunion under the watchful eyes of instructors rekindles old tensions, even as Jinx tries to prove himself anew. Meanwhile, Blackie and Heathcliff press their own fortunes, persuading a colonel to allow them to join as ground crew and, in true comic fashion, both fall for twin USO hostesses, adding a lighthearted counterpoint to the training.
Romance and ambition collide as the trio’s assignments pull them back toward the carnival they left behind. The owner—Gonigle—reaps little trust from the trio’s rekindled energy, and trouble boils over in a chaotic chase through the fun house when Heathcliff’s misadventures come to a head. Amid the chaos, Heathcliff’s misgivings find an unlikely confidant in a gorilla, a moment that underscores the slapstick tone threaded through the drama.
Jinx, driven by a reckless instinct to help his younger brother Jimmy solo, hatches a plan to abandon him in mid-air, a stunt that nearly costs Jimmy his life as he wrestles to land safely. Linda deplores Jinx’s dangerous decision, and the fallout is severe: Jinx, Blackie, and Heathcliff are discharged from the air corps as a result of their missteps and the irresponsible choices they made along the way. Yet the drama isn’t finished.
In the climactic graduation display, Craig Morrison attempts a dramatic pull-out, parachuting from a plane only to have his chute snag on the tail of the aircraft. Watching from the ground, Jinx seizes an available aircraft and swoops in for a daring rescue, a bold move that proves his courage under pressure. The act restores a measure of honor to Jinx, earns him reinstatement in the corps, and—crucially—helps him win back Linda’s affections, closing the loop on a story built on pride, risk, love, and the thin line between reckless bravado and true heroism.