In the early days of the 20th century, a British Newspaper offers a prize for the winner of a cross channel air race which brings flyers from all over the world. There are many sub-plots as the flyers jockey for position and the affections of various women.

Dusty Crophopper is a little cropduster plane with a fear of heights and a crazy dream of being a racer. While his friends need convincing, Dusty gets the training he needs from Skipper, a veteran fighter, and qualifies for the Wings Across the World race. In the event, Dusty finds competitors who soon learn that there is something special about this underdog as he is tested to his physical and emotional limits. In doing so, Dusty soon finds enemies, and more importantly friends, who are...