Olivia (Crawford), a New York nightclub dancer, tires of the fast life and marries Henry Linden (Douglas), a farmer. When Olivia moves to her new husband's farm, in Wisconsin, she encounters trouble from his domineering sister-in-law Hannah (Bainter) and his brother David, (Young), who do not approve of her. Olivia finds an ally in David's wife, Judy (Sullavan), who is in a loveless marriage.
A rookie flyer, Ens. Alan Drake, joins the famous Hellcats Squadron right out of flight school in Pensacola. He doesn't make a great first impression when he is forced to ditch his airplane and parachute to safety when he arrives at the base but is unable to land due to heavy fog. On his first official outing, his poor shooting skills results in the Hellcats losing an air combat competition. His fellow pilots accept him anyway but they think he's crossed the line when they erroneously conclude that while their CO Billy Gray is away, Drake has an affair with his wife Lorna. Drake is now an outcast and is prepared to resign from the Navy but his extreme heroism in saving Billy Gray's life turns things around.
Already in trouble with the law, Arthur and his friend Nutty break into a drugstore to get medicine for Nutty's grandmother. The druggist's wife, Mrs. Doray, asks for custody. When he hears them arguing over him, Arthur runs away. When he returns Mr. Doray is being held up by bandits at the drugstore.