Submarine officer Jerry Harrington (John Payne) goes to Pensacola to train as a flying cadet, just like his legendary father and illustrious brother, longtime airman Cass Harrington (George Brent). Jerry ends up falling for his brother's girlfriend, Irene Dale (Olivia de Havilland), which only increases the competition between the two brothers. After Cass is seriously injured in a crash, he is forced to leave the Navy. Jerry becomes a pilot in San Diego and begins flying seaplanes while Cass designs a new fighter for the Navy. Jerry wants to prove to Cass that he is a better pilot, even if it means leaving the Navy to test the experimental fighter which has already led to the death of a test pilot. Irene is forced to choose which man she loves.
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