Lieut. Bill Brannigan (Pat O’Brien) learns friend and hotshot pilot Thomas Jefferson “Tommy” O’Toole (James Cagney), the self-styled “world’s greatest aviator”, is joining the USMC Reserve Aviator training program. O’Toole arrives at San Diego and promptly starts to move in on Brannigan’s love interest, Betty Roberts (Margaret Lindsay), the daughter of the owner of the nearby Happy Landings Cafe. In typical cocky fashion, O’Toole antagonizes nearly everyone else.
Although not temperamentally suited for the military, Tommy completes primary training and after surviving an accident he caused by running out of fuel, eventually realizes that he is willing to change.
Bill is assigned as his instructor, and on the first flight together, when Tommy begins to do some stunt flying, the aircraft has to be abandoned when it catches on fire. Bill bales out, but Tommy defies orders and lands the aircraft, making him a hero. Tommy performs his first solo flight perfectly and then browbeats Betty into attending the solo flight party with him. Bill is not amused.
After a competition in the air with his friend Brannigan flying together, a midair emergency takes place, but it is Bill who saves the aircraft. Tommy makes a good landing, and finds Betty waiting for him. Although their friendship is restored, Bill realizes that Tommy has won Betty and arranges a transfer to another base.