In 1915 France, Major Brand commands the 39th Squadron of the Royal Flying Corps. The young airmen go up in bullet-riddled "crates" and the casualty rate is appalling, but Brand can't make the "brass hats" at headquarters see reason. Insubordinate air ace Captain Courtney is another thorn in Brand's side...but finds the smile wiped from his face when he rises to command the squadron himself. Everyone keeps a stiff upper lip.

The tactics of a German fighter pilot offend his aristocratic comrades but win him his country's most honored medal, the Blue Max. The General finds him useful as a hero even though his wife also finds him useful as a love object. In the end the General arranges for him to test-fly an untried fighter.