Bill Keller [Douglas Fairbanks Jr.] and "Toodles" Cooper [Frank McHugh] are marine pilots who are shot down over Nicaragua. A search party finds them drunk and unharmed in a cantina, and the Marine Corps agrees to part ways with them. They drift into civilian life as commercial pilots for a New York firm, only to discover the company has gone bankrupt. With little money and few options, they end up sharing an apartment with a bold, quick-witted woman named Alabama Brent [Bette Davis], who proves to be a steadying influence as they navigate their sudden instability.
After escaping death in a parachuting stunt, Bill finally lands a steady if modest job with bootlegger Kurt Weber [Leo Carrillo], a charismatic but dangerous figure who pulls strings from behind a veneer of civility. Before long, Bill and Toodles become entangled in Weber's illicit world, flying contraband liquor from Canada and learning the risky rhythm of air smuggling. The thrill and danger of this new life pull them deeper into a web where loyalties are tested and lines between right and wrong blur.
As Weber tightens his grip, his henchman Steve Donovan [Harold Huber] and a pattern of ruthless pressure escalate. When two disgruntled, unpaid ex-employees strike back, Weber and Steve set a deadly trap that could end badly for anyone who gets in their way. Bill, who still yearns for a sense of honor, resigns, but Weber convinces him and Toodles to take one final delivery. The grim truth emerges on the last mission: this time they are not smuggling liquor but narcotics, a revelation that places them in the crosshairs of both Weber’s calculated schemes and the increasingly vigilant authorities.
The chase intensifies as Weber’s operation unravels and border officials close in on his office. Weber and Bill manage a daring escape, flying a plane to Canada with the Border Patrol in hot pursuit. The climactic confrontation ends with Weber’s plane being shot down, and Bill must convince the authorities that he is a helpless victim of the man who pulled him into the operation. The aftermath leaves a sobering sense of consequence, even as the two men weigh their futures.
In the end, Toodles decides to re-enlist in the Marines, while Bill binds his own future to Alabama, promising that he can support her if he also rejoins the Corps. The story circles back to the place where it began, with the pair stepping back into the world on different paths but with a shared history of risk, loyalty, and the choice to pursue a more stable life together.
