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In the summer of 1942, Major Dan Kirby is assigned to command U.S. Marine fighter squadron VMF247, to the dismay of the unit's men, who had hoped that their executive officer, Capt. Carl "Griff" Griffin, would be promoted to the post. After their first strafing run in Guadalcanal, the squadron's headquarters on Cactus Island is bombed by the Japanese and many U.S. planes are destroyed. Kirby, a no-nonsense veteran, then grounds pilot Lt. Simmons for breaking formation to go after an enemy craft and orders that Simmons be held for court-martial. The popular Griff denounces Kirby's punishment as too harsh, arguing that Simmons is merely young and zealous, but Kirby is adamant. Later, however, Griff defends Kirby when some of the other pilots complain about his seeming lack of compassion. That night, the camp is bombed again, and the squadron suffers its first casualty. During another aerial attack, Capt. Harold Jorgenson repeats Simmons' mistake and is shot down and killed by the Japanese. Although Griff now admits to Kirby that his treatment of Simmons was justified, Kirby is forced to reinstate the lieutenant, as many of the men have contracted jungle fever. Kirby then asks pilot Lt. Ernie Stark, who the others suspect is a coward, to be his "wing man." Dismissing Griff's concerns that the squadron is too tired and sick to fly another mission, Kirby agrees to help out a colonel in need, and during the battle, another pilot, Lt. Billy Castle, is lost. That night, while his men get drunk on sake, Kirby writes an appreciative letter to Billy's family and listens to an old phonograph message from his wife Joan and son Tommy. Kirby's reverie is interrupted by a summons from the general in charge, who tells him that in order to convince the "brass" that their air-ground strategy is working, more raids must be undertaken. The next day, having observed Griff drunk and angry the night before, Dr. Joe Curan, the unit's physician, questions Griff's stability. After Kirby assures Joe that Griff can handle the pressure, he leads another attack against the Japanese. During the fight, Shorty Vegay, a Navajo pilot, is shot and later loses his leg. Kirby then is ordered to intercept a fleet of Japanese ships on its way to do battle. Although the mission proves a success, Simmons crashes and dies while exchanging fire with the enemy. Later, Kirby is relieved of duty but does not recommend Griff as his successor, a decision Griff accepts with resigned indifference. Kirby's reunion with his wife and son is short-lived, as he is quickly promoted to colonel and reassigned to Guadalcanal. Kirby again is teamed with Griff, whose popular Texan brother-in-law Cowboy is also in the squad. When Cowboy's plane is hit by a Japanese pilot during a battle in which Kirby is forced to parachute to safety, the other men want to break formation to help him. Realizing that rescuing Cowboy could cost lives, Griff orders the pilots to stay on course, and Cowboy is killed. Later, Kirby, whose shoulder was broken during his fall, is relieved of duty. Seeing Griff's sacrifice as proof that he has finally become a strong leader, Kirby recommends that he take over as commander, then leaves for home.