 At Randolph Field, Texas, Master Sergeant "Big Mike" Stone (Wallace Beery) has aspirations for his son, "Little Mike" (Robert Young) to follow in his footsteps as an aviator.Following graduation from West Point, Little Mike, along with his best friend, Phil Carter (Russell Hardie), enter pilot training at Randolph Field, commanded by Phil's father, General Carter (Lewis Stone), but complications soon arise.Little Mike has a childhood sweetheart, Phil's sister, "Skip" (Maureen O'Sullivan) but is also being pursued by divorcee Dare Marshall (Rosalind Russell).