A widow doubts she will love again and marries a colonel but falls in love with a captain in a British imperial outpost.
In a desert outpost Captain Denny Roark (Errol Flynn) lands his plane. Colonel John Wister (Ian Hunter) leaves Roark in charge, and Wilkins (Herbert Mundin) is wakened to help him pack for the train. John kisses Roark's sister Grace (Frieda Inescort) good-bye. On a ship John saves Julia Ashton (Kay Francis) from a boor and talks with her. In England John learns that Julia is a widow, and they meet playing golf. They become friends. John has to go back, and Julia agrees to go with him as his wife.
Roark and Grace greet John and meet Julia. John gives Roark orders and goes to organize native troops. Roark loans Julia his horse, and she says he reminds her of someone. Three Arabs bring an invitation to Wilkins for a palace ball. Roark goes with Julia and in the garden kisses her. John returns to Julia and says he has to go; but she asks him to send Roark. Wilkins has a reputation for cowardice and volunteers. Sheik Achaben controls the water. Roark's soldiers are ambushed, and he radios for help. John sends troops but tells Julia that Roark has little chance. Roark has five men when their ammunition runs out. Wilkins runs after more ammunition and is shot; Roark and his last man kill the last of the Arabs. Roark goes while wounded to Achaben.
In a bed Roark reports to John and faints. During a sirocco Julia visits Roark, who says he loves her. The wind gets worse, and Julia can't leave. Roark tells Grace he is applying for a transfer. Grace tells him she has loved John for seven years without wanting and having. John tells Roark that Achaben has cut off the water to 500 people. John asks Roark if Achaben can be bribed and risks his position to save the people. John asks Roark why he wants to leave; but Roark won't say why. John orders Roark to stay and says he understands. John tells Grace there could be a solution if they weren't honorable. Julia tells Roark she is leaving. John tells Roark that Achaben won't destroy the dam. They flip a coin to see who goes in Roark's plane. Roark wins and tells Julia he is going, but John takes the plane. Roark says that John went to die for him. Roark learns that the water was released, but the plane was destroyed. Roark tells Julia that John went away so that all three could be together.
In this romantic triangle among honorable friends John is apparently oblivious to the love of Grace; but he sacrifices himself as part of the cost of British imperialism when he realizes that Julia loves Roark. Just as the British were trying to rule in another country, if John had not married Julia, who did not love him, he might have found Grace, who did love him.