while, Sally tells Al that she lied about being pregnant, and he tells her he knew all along. Upset and believing that he never loved her, Sally leaves him. After graduating, Jeff is about to go up in the air to participate in war game training. He meets Al, who is now an enlisted crew chief on his B-17 bomber. When their old mentor and the unit's commander, Captain Mercer, finds out about Al, he starts working to get him reinstated as an officer candidate and pilot. Then Sally shows up, begging Al for help, saying she is wanted for the murder of her gangster friend, a crime she admits she committed. Al gives her some money and reluctantly promises to meet her later. Before she can leave the hangar, Air Corps officers enter the building. Sally hides inside a bomber. She is still there when the aircraft takes off, with Jeff as pilot. When the games are completed, Mercer asks Jeff to ready an emergency flare. Al goes to fetch them and discovers Sally. As they argue, a flare is ignited by accident. Before they can drop it out the bomb bay, Mercer is burned and falls out of the aircraft. Using a parachute, Al jumps after him and rescues him. Jeff manages to land the bomber in the dark to pick up his crew members. After learning that Mercer needs to get to a hospital immediately, he tries to take off again, disregarding Mercer's order to stay put. He crashes and Sally is killed. Al takes the witness stand and tells the full story. Jeff is cleared of all charges and reunites with Carolyn. Al is reinstated as a pilot trainee and Mercer eventually recovers. Cast Ray Milland as Jeff Young William Holden as Al Ludlow Wayne Morris as Tom Cassidy Brian Donlevy as Captain Mercer Constance Moore as Carolyn Bartlett Veronica Lake as Sally Vaughn Harry Davenport as 'Sandbags' Riley Phil Brown as Jimmy Masters Edward Fielding as President of the Court Willard Robertson as Judge Advocate Richard Lane as Flight Commander Addison Richards as Flight Surgeon Hobart Cavanaugh as Mickey Douglas Aylesworth as Lieut. Hopkins John Trent as Lieut. Ronson Archie R. Twitchell as Lieut. Clankton Richard Webb as Cadet Captain John Hiestand as Radio Announcer Production Bernie Lay Jr.'s book was published in 1937. Filming began on 26 August. In early August William Holden let