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| Errol Flynn | Doug Lee |
| Fred MacMurray | Joe Blake |
| Ralph Bellamy | Lance Rogers |
| Alexis Smith | Linda Fisher |
| Regis Toomey | Tim Griffin |
| Allen Jenkins | ``Lucky'' James |
| Craig Stevens | John Thomas Anthony |
| Herbert Anderson | Chubby |
| Moroni Olsen | Senior Surgeon at San Diego |
| Addison Richards | Honolulu Surgeon Operating on Swede |
| Louis Jean Heydt | Swede Larson |
| Dennie Moore | Mrs. James |
The death of their wounded pilot friend during surgery recommended by Dr. Doug Lee earns him the wrath of Navy fliers Joe Blake and Tim Griffin . To their dismay, Doug enrolls in a pilot training course in order to better study the effects of flying on pilots, and both fliers end up participating in his experiments. Joined by flight surgeon Lance Rogers, the men sacrifice everything to make the skies safer for military aviators.
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