Life on a British bomber base, and the surrounding towns, from the opening days of the Battle of Britain, to the arrival of the Americans, who join in the bomber offensive. The film centres around Pilot Officer Peter Penrose, fresh out of a training unit, who joins the squadron, and quickly discovers about life during war time. He falls for Iris, a young girl who lives at the local hotel, but he becomes disillusioned about marriage, when the squadron commander dies in a raid, and leaves his wife, the hotel manageress, with a young son to bring up. As the war progresses, Penross comes to terms that he has survived, while others have been killed.
Michael Redgrave
as Flight Lt. David Archdale
John Mills
as Pilot Officer Peter Penrose
Rosamund John
as Miss Todd
Douglass Montgomery
as Johnny Hollis
Renée Asherson
as Iris Winterton
Stanley Holloway
as Mr. Palmer
Basil Radford
as 'Tiny' Williams
Felix Aylmer
as Rev. Charles Moss
Bonar Colleano
as Joe Friselli
Joyce Carey
as Miss Winterton
Trevor Howard
as Squadron Leader Carter
Nicholas Stuart
as Colonel Rogers (as Tryon Nichol)