On a secluded base in Arizona, veteran World War I pilot Steve Britt trains flyers to fight in World War II. One of his trainees, Englishman Peter Stackhouse, competes with Britt for the affections of Kay Saunders, the daughter of a local rancher. Despite their differences, Britt makes sure Sutton passes his training and becomes a combat pilot -- even though he loses Kay to the young man in the process.
Preston Foster
as Steve Britt
John Sutton
as Peter Stackhouse
Gene Tierney
as Kay Saunders
Jack Holt
as Colonel MacDonald
May Whitty
as Lady Jane Stackhouse
George Barbier
as Col. Cyrus P. 'Gramps' Saunders
Richard Haydn
as George Lockwood
Reginald Denny
as Barrett
Ted North
as Cadet Hackzell
Janis Carter
as Blonde Red Cross Nurse Trainee
C. Montague Shaw
as Doctor
Viola Moore
as Nurse
