A padre fresh from Guadalcanal arrives to visit the Black Sheep squadron. Rather than man of courage and faith, they see a man in the middle of a crisis of faith. Meanwhile local Japanese bombers seem to be taking a lot interest in activity around the islands.
A group of Navy pilots arrive at the base. Naturally there is friction between the groups of fliers. Ultimately the friction leads to an opportunity no one can pass up to complete one of the most important missions of the war.
A new recruit joins the squadron and the commander has extreme doubts about his age. After a series of encounters it is obvious the young man is an extremely talented flyer and is welcomed into the squadron with open arms.
The base for the squadron comes under attack from Japanese land forces. The situation becomes more desperate with need to evacuate the nursing staff. With all retreat cut of the men and women decide to make their stand.
A friend of Boyington's, who's the number 1 ace, is shot down by a Japanese pilot, known as the Iceman, who only goes after the top pilots. Boyington is now the number one ace pilot and he is told that he has to go back to the States to go on a bond drive. And the one who's going to replace him is not exactly what the squad is use to.
An army pilot is attached to the Black Sheep squadron in an effort to allow him to be the top scoring ace against the Japanese. His directness and competitiveness soon leads him into conflict with the men he is flying with.
The Japanese are bombing LaCava and they damage the runway. Boyington then asks Lard if he can get some SesBees to repair the runway. Lard tells him if he can find one, he'll authorize it. He does. When he goes to see the man in charge, he says he has too much to do. But when Boyington tells him that a USO show will be visiting the island, he agrees. It seems that while he was at Lard's office, he heard of a USO show coming so he has Casey find out if they can come to the island. But when he calls he is told they are not coming. So Boyington has to get some of people ...