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| John Wayne | Capt. Jim Gordon |
| John Carroll | Woodrow ''Woody'' Jason |
| Anna Lee | Brooke Elliott |
| Paul Kelly | Hap Smith |
| Gordon Jones | ''Alabama'' Smith |
| Mae Clarke | Verna Bales |
| Addison Richards | Col. R.T. Lindsay |
| Edmund MacDonald | ''Blackie'' Bales |
| Bill Shirley | Dale |
| Tom Neal | Reardon |
| Chester Gan | Mike |
| Gregg Barton | ''Tex'' Norton |
| John James | Selby |
| Charles Lane | Repkin (uncredited) |
| Richard Loo | Dr. Tsing (uncredited) |
| Richard Crane | Airfield Radioman (uncredited) |
| Willie Fung | Jim ''Gin'' Sling |
Jim Gordon is the head of a group of American pilots working for the Chinese government against the invading Japanese two years prior to Pearl Harbor. Hothead Woody Jason joins them but despite being a hotshot flyer, he's also a liability. When he causes the death of veteran pilot Hap Smith, the rest ostracize him and only an ultimate sacrifice will wipe the slate clean.
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