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Navy "Hell Cat" squadron commander Bill Gary is happy that his wife Lorna is strong and doesn't breakdown after the death of one of the Hell Cats. Lorna, however, confides in her brother, Jerry Banning, who is also a Hellcat, that she is worried about Bill. The new squad recruit, Ensign Alan Drake, a recent graduate of Pensacola who is elated with his new assignment, flies hurriedly to San Diego and is forced to abandon his plane in a dense fog. He safely parachutes into the water and goes to a house, which happens to be Bill's, and is greeted by Lorna, who is amused to pretend that she only vaguely knows about the squad. When Bill meets Drake at the base, Bill laces into Drake for not following orders about jetisoning the plane sooner, but tells him that there isn't a man in the fleet who could have done better. As maneuvers and training advance, Drake, who is named "Pensacola" by the men, becomes estranged from them because of his cockiness. At first, only Jerry befriends him, but after a social gathering at Bill and Lorna's house, during which Pensacola finally discovers Lorna's real identity, Pensacola becomes part of the team, and soon begins to help Jerry with an anti-fog device. When Jerry thinks it is perfected, he decides to test it in a dense fog himself, despite Pensacola's concerns. Everything works well until the landing, when the instrument suddenly fails, causing Jerry to crash. On his way to the hospital, Jerry tells Pensacola that there was something wrong with the direction needle, then offers the device to him to perfect. At the hospital, Bill gives little solace to Lorna, thinking she is strong enough to take it, but Pensacola comforts her. Ten days later, just after Pensacola has perfected the device, some of the men ask him to visit Lorna because she is very depressed and Bill was called away just after Jerry's death. Lorna is touched by Pensacola's kindness and similarity to Jerry, and they start to spend time together. One night, as they are dining at an out-of-the-way restaurant, one of the Hell Cats, Dusty Rhodes, sees them together and suspects the worst. When they run into some of the other Hell Cats, Lorna suddenly feels ashamed of her attraction to Pensacola. Later she thanks him for his kindness, but inexplicably says that they should not see each other again. The next day, when Bill returns, she tells him that she is not the courageous woman he thinks and is leaving him to think things over. Though Bill is devastated, he doesn't tell her, and only confides in Dusty, who thinks that Pensacola is to blame. The men then confront Pensacola and ask him to leave. Despite his innocence, Pensacola doesn't want to stay with a squad that would suspect him of breaking up a marriage, and give his resignation without explanation to Bill, who asks him to stay through their upcoming maneuvers. Immediately after maneuvers end, the squad is sent on a rescue mission for a downed aircraft. Bill's plane gets an oil leak, forcing him to break formation, and despite Bills orders, Pensacola follows. When Bill crash-lands on a beach, Pensacola goes after him and takes the injured Bill on his own plane. Because of a dense fog, Pensacola must use Jerry's device to land, and is successfully able to guide the other planes as well. After they land, Dusty sends Lorna a telegram telling her that Bill is critically injured, and when she sees Bill in the hospital, they reconcile. After Lorna tells Dusty the truth about Pensacola, Dusty apologizes and asks Pensacola to stay because he is a true Hell Cat.