Flight Cmdr. Bingo Harper (Don Ameche) is trying to get pilots like ex-film star Ens. Hallam "Oscar" Scott (William Eythe) up to snuff, as he and fellow Naval officers work to defeat the Japanese during World War II. As the aircraft carrier transporting Harper and his men journeys through the Pacific, U.S. pilots fend off Japanese attacks, biding their time until they're ready to launch a strike of their own. The Americans ultimately control the air, but not without paying a dear price.