Jinx Roberts (Dick Foran) is a stunt pilot and his assistants are Blackie (Bud Abbott) and Heathcliffe (Lou Costello). All three are fired from the carnival and air show that they work for after a disagreement. Jinx decides that he should join the Army Air Force, so they go to a nightclub to party one last time. While there Jinx falls for the club's singer, Linda Joyce (Carol Bruce). Coincidentally, she becomes a USO hostess at the same Academy that Jinx and her brother, Jimmy (Charles Lang) are enrolled at. It turns out that Jinx's instructor, Craig Morrison (William Gargan), was his co-pilot on a commercial airplane years earlier, and the two still hold animosity for each other. Meanwhile, Blackie and Heathcliffe join the air corps as ground crewman and fall in love with twin USO hostess