It is imperative that aviatrix Janet Steele win the Burbank to Cleveland women's air derby so that she can pay for a vital operation for her brother Bill, a former racing pilot who was crippled in an air crash. At stake is a $15,000 grand prize, money Janet desperately needs, because her banker, Mr. Palmer, refuses to loan her any more money. Janet calls on her old friend, flyer Kit Campbell, who is also entered in the race, to introduce her to Ace Boreman, who has just smashed the cross-country flight mark. Certain that Ace's airplane can beat any other, Janet does everything in her power to convince him that she is a capable flyer, including feigning ignorance about flying and then stealing his airplane to show off her flying skills. Though Ace is initially angered over the stunt, Janet manages to win him over with her natural charm, and once they become friends, Janet flies Ace out to her farm and introduces him to her brother. Ace immediately recognizes the famous aviator, and after Janet pressures Ace to agree to let her fly his airplane, Ace tells her that he would have gladly done her that favor without being shamed into it. Complications arise, however, when Ace's estranged wife Frieda appears and announces that their Mexican divorce has been declared illegal, therefore making her part owner of the airplane, which she intends to fly in the derby. Not wanting to disappoint Janet, Ace convinces his friend, Denny Corson, who was recently celebrated for having flown his airplane across the Atlantic backwards and owes Ace a big favor, to lend Janet his plane. Ace decides not to tell Janet how he helped her, and as preparations for the race begin, Janet is convinced that Ace has turned his back on her. The flyers take their places for the start of the race, but before it begins, the jealous Frieda agrees to be a party to the sabotaging of Janet's plane. The race gets underway, and the two women are pitted against each other, flying neck and neck all the way. After refueling in Wichita, Janet's sabotaged fuel tank loses gas and she is forced to land on a farm. Fortunately, a kindly farmer gives her gas and she is able to continue. As they approach the Cleveland air field, Frieda notices that Janet has lost her landing gear and, having a change of heart, sacrifices her own chance of winning by signaling to Janet and helping her avoid a crash landing. With Frieda's assistance, Janet lands her plane safely and wins the race. When Janet learns that Ace was on her side all along, and when Frieda presents him with a telegram informing him that lawyers have determined that his Mexican divorce has been upheld, Janet realizes she has won more than just a race, she has won Ace.