Trixie (Alice Faye) is a female pilot looking to win a big race to advance her career. During one race, however, her plane becomes damaged, and she needs help to repair it. She meets a Navy pilot named "Tex" Price (Kane Richmond) and tries to gain his aid. Tex soon meets another pilot, Gerry (Constance Bennett), a novice who seeks to win an important upcoming race. Tex, concerned for Gerry's safety, tries to convince her not to race. But Gerry, now a rival of Trixie's, is determined to fly.