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| Errol Flynn | Captain Courtney |
| David Niven | Lieutenant Scott |
| Basil Rathbone | Major Brand |
| Donald Crisp | Phipps |
| Melville Cooper | Sergeant Watkins |
| Barry Fitzgerald | Bott |
| Carl Esmond | Von Mueller |
| Peter Willes | Hollister |
| Morton Lowater | |
| Michael Brooke | |
| James Burke | Flaherty |
| Stuart Hall | Bentham |
| Herbert Evans | Scott's Mechanic |
| Sidney Bracy | Major Brand's Orderly |
| John Sutton | Adjutant (uncredited) |
| George Kirby | Orderly Kirby (uncredited) |
Major Brand, the commander of the 59th division of the British Royal Flying Corps in 1915 France, is frantic over the many casualties his squadron has suffered. When Captain Courtney and his buddy Scott lose another of their best friends in a dangerous mission, Courtney lashes out at Brand, who hands Courtney the reins. Now in control, Captain Courtney soon sees things from Brand's perspective as more good men are killed in the line of duty.
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