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|Harry Carey||Crew Chief|
|George Tobias||Asst. Crew Chief|
|Ward Wood||Radio Operator Peterson|
|Ray Montgomery||Asst. Radio Operator Chester|
|John Garfield||Tail Gunner Joe Winocki|
|James Brown||Pilot Tex Rader|
|Stanley Ridges||Maj. Mallory - Clark Field|
The film opens on December 6, 1941, at Hamilton Field, near San Francisco, and follows the United States Army Air Corps B-17D bomber Mary-Ann and its crew from there.Master Sergeant Robbie White (Harry Carey), the Mary-Ann's crew chief, is a long-time veteran in the Air Corps, whose son is an officer and pilot. The navigator, Lt. Monk Hauser Jr. (Charles Drake), is the son of a famed World War I aviation hero of the Lafayette Escadrille. The pilot is Michael Aloysius "Irish" Quincannon Sr. (John Ridgely), and the co-pilot is Bill Williams (Gig Young).The crew also includes a disaffected gunner, Sergeant Winocki (John Garfield), who washed out of flight school at Randolph Field, Texas in 1938 as an aviation cadet after a mid-air collision in which another cadet was killed. Quincannon was the flight instructor who requested the board dismiss Winocki. Later, in the Philippines, Major Mallory recalls training Quincannon at Kelly Field, Texas. The navigator and bombardier also washed out of pilot training.With the United States still at peace, the Mary-Ann and the rest of its squadron are ordered to fly without ammunition to Hickam Field at Pearl Harbor, Territory of Hawaii. Before the bombers depart, Quincannon's wife arrives to give him a "good luck" gift, a toy pilot from their infant son, Michael Aloysius Quincannon, Jr. Young Private Chester asks Captain Quincannon to meet his worried mother and tell her it is a standard flight to Hawaii.But, as it happens, Mary-Ann arrives right at the beginning of the December 7, 1941, Japanese attack on Pearl Harbor. In the aftermath, the beleaguered crew is taxed to the limit, as they are sent on with little rest first to Wake Island, then to Clark Field in the Philippines, with both locations under Japanese attack. (While en route, the crew listens to President Franklin D. Roosevelt ask Congress for a declaration of war.) They take along fighter pilot Lt. Thomas "Tex" Rader (James Brown) and a small dog from the Marines on Wake named Tripoli.When they arrive in the Philippines, White receives the news that his son was killed on the first day trying to lead his squadron into the air. Quincannon has to give Robbie his son's effects. Soon after, Quincannon volunteers for a one-aircraft mission against a Japanese invasion fleet, but the Mary-Ann is attacked by enemy fighters and forced to abort. After the wounded Quincannon orders his men to bail out of the stricken bomber, he blacks out. Winocki checks up on him and manages to guide the bomber in for a belly landing. Having told the dying Quincannon Mary-Ann is ready to fly, the crew work feverishly through the night repairing the bomber, as the Japanese close in. Private Chester volunteers to fly as a gunner in a two-seat fighter aircraft. When the pilot is killed, Chester bails out of the fighter and is killed in his parachute by a Japanese fighter pilot. Winocki and White shoot down the Japanese aircraft. After the Japanese pilot emerges from his burning aircraft, an angry Winocki kills the pilot for murdering the defenseless Chester. The crew manages to finish repairs on the "Mary Ann" with the help of U.S. Marines and U.S. Army soldiers and the ship takes off just before the airfield is overrun.As the Mary-Ann heads for the safety of Australia, with Tex as a reluctant bomber pilot and a wounded Williams as co-pilot, they spot a powerful Japanese fleet below. The crew radios the information to all nearby airbases and aircraft carriers, then lead the attack when reinforcements arrive. As a mission against Tokyo is announced and the aircraft take off, President Roosevelt is heard giving a patriotic speech.