Inspired by Churchill's Dunkirk speech, brash, undisciplined Canadian bush pilot Brian MacLean and three friends enlist in the RCAF.
James Cagney
as Brian MacLean (bush pilot)
Dennis Morgan
as Johnny Dutton (bush pilot)
Brenda Marshall
as Emily Foster
Alan Hale
as Francis Patrick 'Tiny' Murphy (bush pilot)
George Tobias
as Blimp Lebec (bush pilot)
Reginald Gardiner
as Scrounger Harris (bush pilot)
W.A. Bishop
as Himself
Reginald Denny
as Commanding officer
Russell Arms
as Louis 'Alabama' Prentiss
Paul Cavanagh
as Group Captain
Clem Bevans
as Sam 'Store-Teeth' Morrison
J.M. Kerrigan
as Foster (storekeeper / Emily's father)