Americans Jerry Young (March), Henry Crocker (Grant), and Mike Richards (Oakie) volunteer for flying duty with the British Army in 1918. Jerry is a heroic pilot but becomes depressed by the horrors of war, while gung ho Henry, who's serving as his observer/gunner, also becomes his rival. On leave, Jerry briefly finds solace with a society babe (Lombard) only to discover on his return that Henry's cockiness has gotten their buddy Mike killed. He denounces the war but Henry manages to ensure Jerry's status as a hero despite his actions.