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Navy pilots Joe Blake, Swede Larson and Tim Griffin form a tight group whose close friendship is marked by the use of a characteristic cigarette case. When Swede blacks out during a dive over Hawaiian waters and crashes his airplane, naval doctor Doug Lee recommends immediate surgery. The surgery results in Swede's death, earning Doug the enmity of both Joe and Tim. Later, in San Diego, Joe has become a flight instructor. To his dismay, Doug enrolls in the flight surgeon's training program in order experience the problems facing the pilots at first hand. Doug also runs into difficulty with the senior flight surgeon, Lance Rogers, until he learns that Rogers ruined his heart running medical tests on himself and can no longer fly. The two doctors become friends, and after Doug graduates, Rogers requests that he be assigned to the base at San Diego to help him with medical research. Joe volunteers as a test pilot as they experiment with a way to prevent pilots from blacking out during a dive. Doug invents a pneumatic belt which, when inflated, prevents the pilot's blood from leaving his head, and thus the blackout problem is solved. Later, Rogers is faced with the unpleasant task of grounding Tim, who is suffering from pilot fatigue. Because he needs money to support his family, however, Tim disregards Rogers' warning and signs up with the Canadian branch of the Royal Air Force. On a routine flight from San Diego to Vancouver, he crashes and is killed. Now Rogers and Doug begin work on altitude sickness. Because fighter pilots must be able to fly above the enemy in order to attack, they sometimes reach great heights, which cause some pilots to become very ill. After Tim's death, Joe changes his mind about Doug, and the two men work together to develop a pressurized suit which will counteract the adverse effects of high altitudes. They test the suit in a special chamber, but before Joe can take it up for real, Doug realizes that he, too, is suffering from fatigue and grounds him. Determined to see the project through, Joe ignores Doug's orders and takes his plane up. Above 35,000 feet, the oxygen tubes freeze, and Joe crashes but leaves a note to Doug advising him to heat the oxygen. With the trio now dead, Doug picks up the last cigarette case from the site of the crash. Doug and Rogers receive an award for their work, and in a posthumous honor to Joe, Doug flies with a squadron and carries Joe's cigarette case, which he releases into the air.