Pete Sandidge (Spencer Tracy) is the reckless pilot of a North American B-25 Mitchell bomber flying out of England during World War II. He is in love with Women Airforce Service Pilots Dorinda Durston (Irene Dunne), a civilian pilot ferrying aircraft across the Atlantic. Pete's commanding officer, "Nails" Kilpatrick (James Gleason), first transfers Pete and his crew to a base in Scotland, then offers him a transfer back to the United States to be a flight instructor. Dorinda begs him to accept; Pete agrees, but goes out on one last mission with his best friend Al Yackey (Ward Bond) to check out a German aircraft carrier. Wounded after an attack by an enemy fighter, Pete has his crew bail out before going on to bomb the carrier and then crashing into the sea.