Cass, accompanied by Stan, substitute temporarily for a friend as a helicopter pilot for tourists at San Pedro port. One day, Marie, a young woman climbs aboard as passenger and once in flight she beseeches that Cass and Stan land at sea upon his grandfather's yacht. After their refusal, Marie proceeds to explain her situation. She is Marie Delagar, the granddaughter of a man sought by hired killers and asks Cass and Stan to get him out of the country.

Willie Hunt, a destitute pilot suffering from blackouts, defies his doctor's orders and volunteers to help Spence (Gene Evans) transport a shipment of high explosives. Befriending the old pilot who is suffering a serious ailment puts Cass in a precarious position when the older man has a blackout while flying the deadly shipment.