Lieut. Bill Brannigan (Pat O'Brien) invites friend and hotshot pilot Tommy O'Toole (James Cagney), the self-styled "world's greatest aviator", to join the USMC Reserve Aviator training program. O'Toole arrives and promptly starts to move in on Brannigan's love interest, Betty Roberts (Margaret Lindsay), and in typical cocky fashion, antagonizes nearly everyone else. Although not temperamentally suited for the military, O'Toole completes primary training and after surviving an accident, eventually realizes that he is willing to change. After a competition in the air with his friend Brannigan, and for the attentions of Betty, there is a predictable conclusion with O'Toole coming out the victor.