In World War II, American bomber pilots Capt. Buzz Rickson (Steve McQueen) and 1st Lt. Ed Boland (Robert Wagner) are stationed at a military base in England. Buzz is a hotshot pilot who consistently demonstrates great bravery -- if not outright cockiness -- in air combat. Ed, on the other hand, is more cautious in his approach and looks up to Buzz as the superior pilot. When both pilots fall for the same girl, Daphne Caldwell (Shirley Anne Field), their comradeship begins to fall apart.