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In 1926 Nebraska, charismatic stunt pilot, Waldo Pepper thrills the local farming communities by selling five minute flights. Dining with a local family one evening, Waldo reveals that he became a flyer at the very end of The Great War and flew against the famous German ace, Ernst Kessler. Urged to describe his war-time experience, Waldo relates a mission where his squad and an escort plane came upon Kessler returning to the German lines alone. After Kessler shot down the escort plane, Waldo and the others expected him to flee, but, instead, he took on the remaining four planes. Kessler quickly shot down two of the planes and sent the third pilot leaping to his death rather than burning in his flaming aircraft. Alone against Kessler, Waldo out-maneuvered the ace and finally got lined up in his gun sites only to have the gun jam. Seeing Waldo’s predicament, Kessler flew up beside him, saluted, then dove away. The next day, Waldo comes upon competitor Axel Olsson, the Stunt King, pitching his flying skills to a gathering crowd. When Axel refuses Waldo’s request to leave his territory, Waldo secretly undoes the bolts on Axel’s landing carriage causing the wheels to fall off when Axel takes off. Delighted, Waldo waves the furious Axel toward a nearby pond where he crash lands. Taking refuge in a movie house that afternoon, Waldo meets pretty and gullible Mary Beth McIlheney. Later at a diner, Waldo regales Mary Beth with his tale of confronting Kessler, only to be taken aback when Axel, Mary Beth’s boyfriend, joins them in a cast and on crutches. When Mary Beth recounts bits of Waldo’s story, Axel reveals that he was in the squadron that included the pilots who fought Kessler and that the sole survivor died months later. Dismayed by Waldo’s blatant lie, Mary Beth departs with Axel as Waldo insists that he should have been the one to battle Kessler. Days later, Waldo joins his childhood friend, airplane engineer Ezra Stiles, at the New Harbor Flying Circus show, where Kessler is performing. Ezra reveals that he has completed the first stage of his new monoplane and assures the skeptical Waldo “that the biplane is dead.” Later, Waldo approaches the flying circus manager, Doc Dillhoefer, who insists he has no need of stunt fliers unless they can perform a death-defying trick. Needing to earn money, Waldo offers flying lessons, but gets no customers. One afternoon, Axel and Mary Beth visit, and Axel claims Waldo’s plane to try out for Dillhoeffer, as his craft is still under repair from the pond crash. Indignant, Waldo refuses, until Mary Beth urges the men to join forces. Axel then designs a trick where he flies over a moving car carrying Waldo who grabs a ladder dangling from the plane which then soars skyward. In repeated attempts, with Mary Beth driving the car, however, the team has trouble matching the speed between the car and plane. During another try, Mary Beth tries to tell Waldo that they are racing directly toward a barn, but intent on grasping the ladder at last, Waldo ignores her, only to smash into the roof of the barn as Axel jerks the plane and ladder skyward. With a broken shoulder, arm, ribs and leg, Waldo goes home with Ezra, where his sister and Waldo’s longtime girlfriend, Maude, react angrily upon seeing Waldo’s battered condition. That night Maude apologizes, but asks Waldo if they will only see each other when he is injured. Some weeks later when Waldo has almost recovered, Ezra shows him the new monoplane, which is complete except for an engine which Ezra cannot afford. Deeply impressed with the plane when Ezra assures him that he could perform the daring outside loop in it, Waldo promises to provide the money. Ezra explains to Maude that the outside loop is “the last great trick,” which even Kessler has been unable to do. Upon his complete recovery, Waldo rejoins Axel and devises a wing-walking stunt. On the first attempt, however, a nervous Axel steps through the bottom wing’s canvas and returns to the cockpit to allow Waldo a try. Carefully stepping along the wing’s edge, Waldo hoists himself up the struts to the top wing where, leaning against the bracing wire, he stands upright. Although Dillhoefer hires the pair, he demands that they continually transform their wing-walking act, which comes to include Waldo dressing like a female opera singer. One afternoon, Dillhoefer insists that they can only excite the audience by adding sex to the stunts. When the fliers look puzzled, Dillhoefer orders the men to put Mary Beth in their act. Surprising everyone, Mary Beth is enthused by the idea and demands top billing in the advertising as the “’It’ Girl of the Skies.” With Dillhoefer’s guidance, Axel and Waldo develop a stunt where Mary Beth walks out to the end of the lower wing, then pretends to be overcome by fear as Axel flies the plane low over the town’s main street. The plan goes well with Mary Beth’s outer garments shredded purposely to have them rip off easily as she goes out on the wing. After Axel flies through the town with Mary Beth screaming for help, however, he realizes that she is frozen with fear and cannot move. Knowing that he cannot land with her on the wing, Axel circles the flying circus field to attract Waldo’s attention. With another pilot flying, Waldo takes off and in mid-air climbs on board Axel’s plane. Instructing Axel to put the plane in a shallow dive to support both his weight and Mary Beth’s on the same wing, Waldo goes partially out on the lower wing, where he calls to Mary Beth to take his hand. To Waldo and Axel’s horror, Mary Beth lunges abruptly toward Waldo and plummets to her death. Later at the town police station later with Axel and Dillhoeffer, Waldo is surprised to meet his former air squadron leader, Newton Potts, who is the regional air inspector for the Department of Commerce. Newt informs the stunned Dillhoeffer that he must close the air show, and suspends Waldo and Axel from flying pending an investigation into Mary Beth’s death. When Waldo protests Newt’s authority, he explains that flying is becoming a business subject to government regulation and that the days of reckless barnstorming is finished. After Newt departs, Waldo defiantly insists that Newt will “come around,” in two weeks, when he intends to try for the outside loop in Ezra’s plane at the Muncie Indiana Fair, but Axel says he is through stunt flying. Two weeks later in Muncie, Waldo waits anxiously while Newt inspects Ezra’s plane, dubbed the Sky Streak, but Ezra confirms that Waldo cannot fly. Promising to let Waldo tour with the Sky Streak after he completes his suspension, Ezra says Waldo must decide whether Ezra should try for the outside loop. With Waldo’s approval, Ezra takes the Sky Streak up and, as Dillhoeffer, Waldo and the audience watch anxiously, makes two attempts at the outside loop but is seconds late powering out of his dive to pull the plane up and over. On the third attempt, the plane stalls and Ezra crashes before the shocked crowd. Waldo races to the plane to find his friend alive but pinned in the wreckage. As a crowd forms around the debris, a man throws a cigarette down near the plane which immediately bursts into flames. Unable to free Ezra who begins burning, Waldo knocks his friend unconscious then rushes to a waiting plane and, taking off, dives repeatedly at the crowd before stalling and crashing. Weeks later, Newt visits the recovering Waldo at Maude’s. After informing Waldo that he is permanently grounded, Newt tells him that Kessler performed the outside loop two weeks earlier. Months later, a restless Waldo seeks out Dillhoeffer who insists that stunt flying is finished and that the public is now interested only in speed records. Although Dillhoeffer calls Waldo dangerous, he reveals that Axel has found success in Hollywood. Soon after, in California, Waldo joins Axel doing stunt work for the movies. After working on several films, Waldo learns from Axel and his girlfriend Patsy that Axel has turned down an opportunity to stunt fly in a film. When Waldo urges Axel to join him in the flying film, Axel explains that he has served out his year suspension and is applying for an airline pilot’s license. Promising to fly under an assumed name if Axel will vouch for him, Waldo talks his friend into accepting the job. A little later at the studio, Waldo, using the name Brown, discovers with shock that the movie centers around the famous air battle between Kessler and the four American pilots. Outside on the field, Waldo comes upon a remake of Kessler’s famous black and yellow checkered tri-plane, named “Lola.” Confronting the director about the historical inaccuracies of the script, Waldo is dumbfounded to be introduced to Kessler who is also serving as stunt flyer. When Waldo confides his real identity, Kessler is impressed and expresses regret at Ezra’s death. Later, Axel tells Waldo that he will be doing the stunt jump from a burning plane as Kessler has requested to fly against Waldo. The morning of filming the air battle, Waldo asks Kessler about his memories of the famous mission. Kessler admits that only when he flies is life clear and filled with courage, honor and chivalry, unlike life on the ground. The camera planes, Waldo, Axel and Kessler go aloft after the director’s admonition to Axel not to open his parachute too soon and spoil the shot. Patsy watches from the ground as Axel throws himself from the burning plane and opens his chute only a few hundred feet above ground, but lands unhurt. After an evening celebrating, Waldo and Axel return to their bungalow where they are met by Newt, the new regional head of the CAA who is examining Axel’s pilot application. Newt mentions the film and says he will come out to watch the stunt flying, but Waldo feigns indifference. The next day, Waldo hides from Newt on the outdoor set until time for the planes to go aloft. At a signal from Kessler, Waldo also leaves his parachute behind before take off. To the dismay of the director, Kessler and Waldo begin a real air “battle,” ignoring the choreographed routine for the camera planes. Although Axel insists a pilot named Brown is flying against Kessler, Newt knows it is Waldo and, as the air skirmish intensifies, cheers him on. Kessler and Waldo dive and loop in efforts to out maneuver each other. After Kessler damages Waldo’s rudder by ramming him, the men begin head-on attacks and Waldo’s wing cuts through Kessler’s struts. On the next pass Kessler damages Waldo’s landing gear, but destroys his wing flaps. Knowing that neither can land safely, the men level their planes side-by-side, salute each other, then fly off separately into the clouds.

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