Two navy aircraft mechanics compete and quarrrel until one rescues the other in a dangerous wargame.
Windy Ryker (Wallace Beery) says Steve Nelson (Clark Gable) can't beat him in air shooting, but he does. Windy borrows money from his officer Jack Griffin (John Miljan), who keeps him from being arrested by restricting him to the base. Windy hits a man for smoking near fuel. Steve calls Ann (Dorothy Jordan). Dive bombers practice. Steve holds a loose bomb under the wing and diagnoses the problem better than Windy. Steve asks Ann to marry, and she agrees. Windy asks Lulu (Marie Prevost) for a favor and has Baldy (Cliff Edwards) give her $5. She pleads with Steve, who doesn't know her; but Ann leaves. Two planes collide, and Jack loses his right arm. He retires; Windy chokes up as he says good-bye. Steve calls Ann to try to explain. The Saratoga aircraft carrier is leaving for Panama. Steve learns that Windy and Baldy put Lulu up to it. Windy forgets his code book, and is put on report. Battleships sink a target ship in 11 minutes; but the dive bombers sink a ship faster.
Windy has to load ammunition during liberty. Steve goes with Windy's friend Mame Kelsey (Marjorie Rambeau), and Baldy tells Windy. Mame persuades Steve to cable Ann. Windy goes to Mame and plays her piano, suggesting they go get married. Mame says she can wait 16 days and tells Windy to apologize to Steve. Windy and Steve have a beer and fight. Windy is arrested and jailed. Mame gets him out as the ship leaves. Windy takes a man's boat and climbs a ladder onto the ship. Baldy tells Windy that Steve is getting his job when he leaves. Windy is charged and demoted. Steve gives orders. A blimp lands on the carrier and takes off to be a target. Windy loads a camera on the plane of pilot Duke (Conrad Nagel). Planes fly by the blimps; but Steve has to bail out and parachute. Duke and Windy land on shore to rescue Steve in the surf. Windy drags Steve onto the beach. Then Windy saves the unconscious Duke. Steve has a broken leg, and Windy makes a splint. Planes search for three days. Steve is delirious about the women, and Windy writes a note explaining to Steve's girl. On the radio Steve hears the Saratoga is going to Nicaragua because of an earthquake. Steve has blood poisoning, and Windy wants to fly; but Steve doesn't think he can land. Windy takes off, as Steve holds onto the wing. In fog they see flares; the plane crash lands and burns. Windy left his stuff to Mame and is buried at sea. Duke and Steve watch from beds, and Steve reads Windy's note.
This sentimental drama was filmed with the actual Saratoga and portrays Navy life, as they prepare to bomb more effectively. Windy has many more character flaws than Steve; but in the end he gives his life to save Steve's.