Dan Collier stands aboard the U.S. Navy combat ship Princeton and reminisces about his first tour on the ship, in 1944: Dan, the squadron commander, watches as his new batch of ensigns land their fighter planes on the ship's flat top. They include: Executive officer Joe Rodgers, the other young men's hero; Red Kelley, a singer; Snakehips MacKay, an ex-football star; Longfellow, a poet; and Judge, a serious law student. After Barney "Oldfield" Smith lands his plane even after he is told not to, Dan orders Joe to ground Barney to teach him a lesson. Joe, seeing how crushed Barney is over his punishment, argues that the men can be trained through gentle leadership rather than tough discipline, but Dan persists. Over the next weeks, Dan leads the flyers in endless practice runs. The boys grow restless and nerve-wracked, but when Joe asks Dan to brief them on their upcoming mission, Dan instructs him to follow the rules instead of trying to be popular. Finally, the ship's commander informs the flyers that they are heading to the Philippines to support General Douglas MacArthur's invasion forces. First, however, they are to attack a small battalion of enemy ships on the way. While Barney watches despondently, the other boys enthusiastically take off for their first combat mission, and later return victorious. The flyers exult over their success, but Dan quickly chastises them for failing to maintain radio silence. When Joe once again disagrees with Dan's approach, Dan explains that the men must not become smug, but be kept on edge constantly. Soon after, the ship is attacked. The flyers race to the sky and successfully kill all their attackers. Another attack occurs, just as Dan has predicted, in two separate waves. Joe is ordered to divert one group of Japanese planes while awaiting backup, but instead he and his men shoot down all the opposing planes. Later, as the men celebrate, Dan takes Joe aside and informs him that he must learn to follow orders, and that he has named a different officer as his next-in-command. Meanwhile, the superstitious Red worries that the group is due for a casualty. Over the next few days, Dan shows the flyers the mistakes they made during the attack, and they come to respect his knowledge. Soon, they join the Navy battalion off the coast of Corregidor, and each receives a letter. Dan hears from his wife Dorothy that they have a new son, while Barney sadly reads a letter from his father stating how proud he is that Barney is a flyer. As part of the invasion plan, the squad is ordered to form a constant circle of protection around the ship, and during the first combat flight, Red is killed. The next day, the men pledge a renewed effort. After they take off, the boat is attacked, and Barney is placed on an emergency flight crew. In his first air battle, he fights valiantly and is congratulated via radio by Dan. As the Navy ships reach the shore of Corregidor safely, Joe visits Dan in his cabin and admits that he was wrong about his training method. Dan tersely informs Joe that he is beginning a new command and, rescinding his former reprimand, has named Joe as the squadron's new leader. Back in the present, Dan recounts with pride Joe's heroic reputation. On deck, Barney, now a squadron commander, watches a hotheaded young flyer land and gruffly orders him to be grounded.