Dusty is a small-town plane who dreams of one day competing as a high-flying air racer. However, poor Dusty has two strikes against him: He's not built for racing, and he's terribly afraid of heights. To achieve his dream, Dusty turns to naval aviator Skipper. Skipper helps Dusty qualify to take on Ripslinger, the race circuit's defending champion. Dusty's courage faces the ultimate test, as he takes aim at heights he never dreamed were possible.