even with Steve. Unaware that Ann is Steve's fiancée and not simply a girl he is trying to impress, Windy bribes an old acquaintance, Lulu, to pretend to be Steve's outraged lover. Ann leaves upset and will not listen to Steve's denials. Griffin loses an arm following a mid-air collision at night. The accident occurs when the aircraft are returning from delivering the admiral to his flagship the Saratoga before the squadron embarks. Griffin is retired and replaced in command of Fighting One by Duke Johnson. Windy becomes Johnson's gunner when the squadron flies to the ship. During a bombing exercise off Panama, Windy misplaces his code book and delays the takeoff of the squadron. As punishment, he is assigned to supervise a work party when the ship docks, missing liberty and keeping him from seeing Mame Kelsey (Rambeau), the woman in Panama he wants to settle down with after retirement. Steve, who knows Mame, encounters her on the dock and shares her carriage, but Windy hears about it and sneaks into town. Mame tries to convince Steve to patch up his differences with Windy, then promotes peace between them when Windy shows up at her hotel. Having a drink together in the bar, however, Windy starts a brawl. Steve tries to help him avoid the local police but Windy is thrown in jail. As the Saratoga passes through the Panama Canal, Mame bails Windy out of jail and he catches up to it by stealing a boat. For his transgressions, the captain of the Saratoga reduces Windy one rate from chief. Windy is disciplined at "Captain's Mast" and reduced to Aviation Machinist's Mate 1st Class for leaving his post without authorization, absent without leave, and missing ship. Steve reluctantly becomes leading chief. During a mock battle, Steve's aircraft crashes near a rocky island, killing the pilot and leaving Steve with a broken leg. Duke and Windy land to rescue Steve, but Duke suffers a head injury and Windy has to save both. They have only a radio receiver and cannot be found in the fog. Steve and Windy become friends while waiting for rescue. Windy writes Ann a note confessing what he did with Lulu. After four days, Duke's condition worsens, Steve develops blood poisoning, and they hear on the radio that the Saratoga is leaving. Windy tries to save them by flying them out in Duke's dive bomber,