

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.
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Preston Foster
Steve Britt

John Sutton
Peter Stackhouse

Gene Tierney
Kay Saunders

Jack Holt
Colonel MacDonald

May Whitty
Lady Jane Stackhouse

George Barbier
Col. Cyrus P. 'Gramps' Saunders

Richard Haydn
George Lockwood

Reginald Denny
Barrett

Ted North
Cadet Hackzell

Janis Carter
Blonde Red Cross Nurse Trainee

C. Montague Shaw
Doctor
Viola Moore
Nurse

Nana Bryant
Mrs. Blake

Joyce Compton
Saleswoman

Bess Flowers
Nurse
“For two pilots, one woman became a conflict of interest.”
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