The women's air derby from Los Angeles to Cleveland means a lot to young aviator Janet Steele (Kay Francis), who uses every trick in the book to try to persuade record-setting pilot Ace Boreman (William Gargan) to lend her his very fast aircraft. Ace is reluctant, but Janet steals his craft to demonstrate her skill. He also learns that she is the sister of Bill Steele (Charles Anthony Hughes), a pilot friend of his who crashed and is bedridden. When Ace discovers that Janet needs the money to pay for an operation for Bill, he has no further objections to Janet flying his airplane.
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