At a Hollywood night club, Trixie Lee, a hat check girl, convinces her boss to give her a two-week leave of absence and a $150 advance to visit her sick mother in South Dakota. In actuality, Trixie is a female pilot entered in the Women's Trans-Continental Air Race from Los Angeles to Cleveland. With her partner, Babe Dugan, Trixie pays off the debts on her plane and enters the race. Trixie takes the early lead, but develops an oil leak. With no time for the repair, Trixie blows her engine and crash lands just outside of Cleveland. At the Cleveland airport, Trixie and Babe try to get their plane ready for the National Air Races. Without the money to repair the plane, Trixie convinces a storekeeper to take forty per cent of her prize money instead of cash for the parts she needs. Needing help for her mechanic, Bud, to pull the engine, Trixie recognizes Navy flyer Dick "Tex" Price and gets his help. Tex is met by T. P. Lester, a steel manufacturer, who informs him that his daughter Gerry, Tex's former girl friend, has taken up flying. When Gerry arrives with her new, faster planes, Trixie and the other female pilots think the race is over. They take Gerry to lunch and try to scare her out of the race, but only anger her. After lunch, Trixie calls Gerry a "self-satisfied heel," which leads to a wrestling match. Alabama, another female pilot, tries to scare Gerry during a practice run, but her plane gets caught in Gerry's slip stream and she crashes. At the Field Hospital, Alabama's injuries are discovered not to be serious, but her plane is unrepairable. Tex visits Gerry in her hotel room and tries to convince her not to enter the race. Gerry, learning that her father was behind Tex's visit, orders him out. Gerry and Al Moore, her mechanic, ask Speed Allen to fly the Gerry Lester Special in the Thompson Trophy Speed Race. Trixie and Tex get together that night, and Trixie begins to fall for him. The next day, the Nationals begin. Babe enters the parachute contest and, despite her inexperience, manages to win. Speed, trying to set a new speed record, loses control of the Lester Special and crashes to his death. Lois, his pilot wife, is looked after by the other female pilots and seeks comfort in the Book of Ruth. She tells Gerry not to feel guilty about Speed's death, that it was the way he would have wanted to go. The next morning, Lois takes Speed's plane up and crashes to her death. Trixie tells Gerry that she does not know what it is like to love someone like Lois did, but Gerry tells her that love is why she flies. Just before the Powder Puff race, Trixie receives a telegram from the Sunbeam Oil Company offering her a sponsorship if she wins. Trixie takes the early lead, but Gerry's superior plane quickly overtakes her. On the last lap, Gerry fakes engine trouble and drops out of the race. Trixie wins the race, but Gerry then develops real engine trouble, forcing her to bail out of her plane. She pulls her parachute too soon, snagging it on the plane, and injures herself upon landing. At the hospital, Trixie visits Gerry. Trixie tells Gerry that if she really loves Tex, she must accept him for what he is. Leaving Gerry's room, Trixie runs into Tex and tells him to go back to Gerry with her blessings. Trixie and Babe prepare to return to Los Angeles when another telegram from Sunbeam arrives, offering them $600 a month plus expenses. Bud, who had been planning to return to Akron, takes up Trixie's offer to go to Los Angeles with them.