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During World War II, Pete Sandridge, an American pilot stationed in England, is as well known for his skill as his reckless disregard for his own safety, much to the chagrin of his commanding officer and friend, "Nails" Kilpatrick, and his girl friend, cargo flyer Dorinda Durston. After one particularly dangerous mission, Nails decides to transfer Pete and his best friend, pilot Al Yackey, to a relatively safe reconnaisance base in Scotland. The independent Dorinda is angry over the transfer and playfully asks Pete to marry her. Some weeks later, Pete and Al are bored with their staid assignment and delighted when Dorinda flies in for a brief leave. Her joy at being reunited with Pete is cut short, though, when she is enveloped by a sense that Pete's "number is up." Although Al warns her that such things can never be changed, she begs Pete to accept Nails's offer to accompany him to the States and become a flying instructor. When Pete initially rejects the idea, she promises that she will give up flying, something that he has always wanted, if he goes home, otherwise she will get a transfer to Australia. Finally realizing how much Dorinda loves him, and how much he loves her, he agrees to go back home. A moment later, Al informs Pete that they must leave immediately for a flight to reconnoiter a large German aircraft carrier. On the flight, Pete goes by the book and does not take unnecessary chances, but is attacked by a German plane. After being wounded, he orders his crew to bail out, then dives onto the carrier. When Al returns to the base, a shattered Dorinda has already sensed what happened. Meanwhile, in the clouds, Pete walks toward another flyer and recognizes an old friend, Dick Rumney. Suddenly becoming ill-at-ease after remembering that Dick went down with his plane in a fiery crash, Pete says "either I'm dead or I'm crazy," and Dick answers, "You're not crazy." Soon Pete is introduced to The General, a long-dead pioneering flyer, who gives him the assignment to return to earth and share his knowledge to help young flyers become better pilots. Pete and Dick then go to a military flying school in Arizona, where Pete becomes a subconscious tutor to Ted Randall, a young millionaire. At first Pete is not impressed with Ted, but as he guides him through training, becomes fond and proud of him. When the flyers under Dick and Pete's care are sent to the South Pacific, their heavenly guardians go along, hoping to keep the men safe through combat. When they arrive, Ted goes to the local officers' club, with Pete as his unseen companion. Sensing Dorinda's presence, Pete turns around and sees her sitting at a table. He goes to talk with her, but Ted soon follows and starts to flirt. She at first turns down Ted's invitation to dinner, but encouraged by Al, who is worried that even a year after Pete's death, Dorinda is still deeply grieving, she accepts. A few weeks later, Dorinda is enjoying her deepening relationship with Ted but finds odd similarities between Ted and Pete unsettling, as does Al, who dismisses them as mere coincidence. When Ted is promoted to captain, he proposes to Dorinda and she accepts, much to Pete's aggravation. A short time later, Ted is asked to take a very dangerous assignment to destroy the largest Japanese ammunition dump in the South Pacific. Just before he goes to see Dorinda that night, she is visited by Pete, who knows that she must no longer grieve and advises her, through her subconscious, to marry Ted. When Ted arrives, though, she suddenly tells him that she cannot marry him. When she later learns from Al that Ted will be on an extremely dangerous mission, she guesses the target, based on her own experience flying in the area, and rushes to the airbase. As Ted is being briefed, Dorinda sneaks into his plane and takes off for the munitions dump. Realizing what she is planning, Pete sits behind her during the mission and helps her decide to fight off the enemy and fly safely home. Before returning to the base, Pete tells Dorinda that he is leaving her heart and setting her free. When she lands, she and Ted rush to each other and embrace, as Pete walks off toward his next assignment.