Josephine has her eye on Joe, a hot-headed, petty criminal who taps phones for a living. When she finally worms her way into his heart she realises it’s not a nice place to be. But is it too late?

While Chappy Sinclair is saddled with a bunch of misfits and delinquents for his flight school, he turns to his protégé Doug Masters to assist him in rounding them into shape for an important competition. During their training, they stumble upon a group of subversive air force officers who are dealing in toxic waste as a sideline.