Captains of the Clouds (1942) - full transcript

Brian McLean is a ruthless bush-pilot in Canada. He offers some other pilots an opportunity of earning a lot of money, but he marries the girl-friend of one of them. After listening to Churchill's famous "Blood, Sweat and tears" radio address he and some other pilots decide to join the RCAF - and his superior is always the pilot who's girlfriend he has married. Due to this and the fact, that McLean doesn't like to obey he gets troubles.

Running Water?

Tell Mr. Davis I am here.

Davis gone.

Gone where? I was supposed to
fly him down to Fort Churchill.

Davis go with good pilot.

- What do you mean, "Go with good pilot"?
- MacLean good pilot.

What am I supposed to be?

MacLean good pilot.

Yeah, well, MacLean has sure
enough sold you a bill of goods.

Well, that's the best job I never got.

Mr. Turner. Here I am. I
wait for you for a half-hour.

Where you were?

Blimp is always on time, eh?

I thought maybe that robber, Brian
MacLean, was here first and took you off.

Come on, we go. I take you to Moon Lake.

- We're not going until tomorrow night.
- No, tomorrow I'm busy.

I have to fly a Mountie to Lac La Loche.
I'll just have time to take you to Moon Lake.

- Plane's ready.
- Never mind.

We're going tomorrow with MacLean.
He's gonna haul us for $25 less.

- MacLean?
- MacLean.

MacLean should pay you to fly him.

Meanwhile, his price is $25 under
yours. We just closed the deal.

I do not wish to meet the price
of a burglar. I have honor.

You can have it. We got
the $25. Come on, Charlie.

Wait a minute.

Maybe we can talk of some better terms.

- We'll sleep on it.
- I hope you don't wake up.

MacLean. MacLean here, MacLean there.

Every place is MacLean.

Take it easy. We're practically there.

Got it?

Well, Bert, I got those
dogs for you. Real bargain.

- What's the matter?
- I don't see how I can use...

...two dog teams, or pay for
them, as far as that goes.

- What do you mean two dog teams?
- I bought a dog team.

There they are over there. See them?

- Where'd they come from?
- Fellow flew them from Bear Island.

There he goes.

Is his name MacLean? Brian MacLean?

Yeah, that's right.

You wanted a team. I flew to
North Island to get them for you.

Well, I told him too,
Johnny, and he got here first.

And besides, he hauls the dogs
cheaper than you. A whole lot cheaper.

He won't be hauling cheaper
after I catch up with him.

All right, Joey. Cast off.

No one man can be in as many places as he is.

This MacLean must be quintuplets.

I wish that was so. It'd be
more fun to kill him five times.

I'd settle for once.

Mr. MacLean sounds like a very
nice man. I like to meet him too.

You do, I give him 10 minutes
to fly away with your restaurant.

My very best passenger and he steals him.

That double-crossing,
double-dealing bush pilot...

...stole my best passenger
from under my nose.

- Hello.
- Hello, Scrounger.

- Hello, Popcorn.
- Hi.

- Sounds like MacLean.
- It is and isn't cricket. Coffee, if I may.

I heard about him from
Mamie Watson at Trout Lake.

- She's nuts about him.
- What's that?

Snatching business is bad
enough, but dames is serious.

He's all over the place, yet
we can't catch up with him.

If I knew what plane to look for, I would.

It's a single engine job with
black fuselage and orange wings.

Son of a moose. Black
fuselage and orange wings.

- I saw that this morning.
- Where?

Heading north to Lac vert. I waved to him.

- oh, I could cut my throat.
- Well, I'll cut his instead.

He's heading north, who's
heading north with me?

- I am.
- No, wait a minute. I do it myself.

No, you won't. I got a
piece of him all marked out.

If it's the same piece I have
marked, he's gonna look very funny.

Darn it. I would have a job waiting.

Well, if one of you fellows will
finance me with petrol, I'll lead you.

Kick the chappy in the teeth.

- Don't worry. We will.
- He has three kicks coming.

Is my credit good for a hamburger?

- No.
- Thanks.

Sam. Look, Johnny's got a new plane.

Get your gear ready.

oh, it's a beauty. I
bet it could go anywhere.

Doggone it. He would come just
when I'd holed in for the day.

Hello, Johnny. Johnny!

The name is not Johnny. Never was Johnny.

Tie her off on the bow, sweet.

- I thought you were somebody else.
- I always seem like somebody else.

Here. Snub it off against
that cleat, will you?

The name is Brian.

I said, the name is Brian. Say it.


- Again?
- Brian.

You give it something it never had
before. Give me a hand, will you?

- one.
- Hey.



I can see where I gotta
make this stop more often.

Now, let's see if you're as
practical as you are beautiful. one.

- Hey.
- oh, well, all right.

Come on.

There you are.

Got some money for me, Ed?


- Foster?
- Yes?

- Stuff from Hanson's.
- Hanson's?

Johnny Dutton used to bring the stuff.

- Johnny Dutton used to.
- Here, sign right there.

Say, don't you think I
ought to know my assistant?

Well, this is my daughter, Emily.

- Emily, this is, Mr...
- Brian MacLean.

I'm very pleased to meet you, I think.

The pleasure's all yours.

After meeting you, I know
she got that from her mother.

I think I like it.

Take it easy, Sam. Johnny
will be here in a few minutes.

I'll wait. I'm way behind
in my loafing anyway.

Do so many men pass through here
that you can afford to ice me?

or maybe you're saving yourself up for old
fuzzy-face down on the pier. Is that it?

That's better.

He looks as though he'd been
waiting a long time for something.

He's waiting for my fianc?.


Well, competition. I like
that. It makes me look better.

Who's the unlucky guy?

Johnny Dutton.

Johnny Dutton, the flier?

And he's a very jealous man.

And you say that old
fuzzy-face is waiting for him?

Well, darling, I'll see you a
little later. I just found a job.

Where could you find a job standing there?

In the depths of your
pretty brown eyes, sweet.

My name is MacLean, Brian MacLean.

I'm Sam Morrison. They call me Store-Teeth.

I've heard of you. You
certainly have a lot of patience.

I'd be sore if somebody hung me up.

It's a darn long paddle up to the Rupert.
I don't mind waiting a couple days.

I guess it isn't Johnny's fault at that.

That engine of his has been
acting very badly lately.

- It has?
- Yeah, yeah.

About ready to drop out of the crate.
Don't you get scared going with Johnny?

No. Always feel mighty
safe flying with Johnny.

In fact, I don't feel safe with anyone else.

I guess it's all right as
long as you're wearing a chute.

- Chute?
- Yeah. Parachute.

Doesn't Johnny supply them?

- Well, he's...
- oh, look. A man's silly not to wear one.

It's unfair to a passenger
not to give him one.

In case anything happens, jump out, pull
this cord, a big umbrella thing opens up...

...and you float to earth
like you were lying on a cloud.

What will they think of next?

In Johnny's plane, all you can
do is sit there and wait and then:

- I never thought of that.
- Come on.

I'll take you to the Rupert for $45.

Nope. Johnny only charges me 42.

You're not as safe with
Johnny as you are with me.

I don't know. He always seemed
safe when I was flying with him.

Well, I guess he has
been pretty lucky at that.

Except last year when he sideslipped into
Hudson Bay and killed four passengers.

- He did?
- Yeah, Johnny felt very badly about that.

very badly. But you gotta give him credit.

Keeping on flying that old
hatbox after all that's happened.

If you're that kind of daredevil,
good luck. I'll be on my way.

Hey, wait a minute.

Help me with this duffle.

Let's get going before Johnny gets here.

I'll throw your stuff in
the freight department.

We'll pick up our business
in a couple of days.

Move on. Get in there. Get in the front.

Your engine sounds noisier than Johnny's.

That's because it's faster.

When do you plan on leaving your diggings?

- Around about the first of next June.
- First of June? I'll be up to get you.

Hey. Hang on to that
steering stick, will you?

I'll bring you back to Lac vert for $50.

Grab that stick, will you?

Come to think of it, I'd be
losing money. Fifty-five dollars.

All right, all right, $55.

Just hold on to that stick.

All right, MacLean, you are finished now.

Set her down.

- Friends of yours?
- I don't think so.

What happens next?

Not what they think.

Here we go, Dad.

Hold on to your plates.

okay, Johnny. I get him.

- You gonna stay there, Dad?
- Yep.

Well, take a good hold.
He's coming right at us.

Don't try to fly through
the woods. Fly over them.

Stop the ship.

Stop the ship. I wanna get off.

I've had enough.

Come on down, you coward,
where I can get my hands on you.

- Fellas like him have got no right to fly.
- He seems all right.

I wanna get out of here.
I gotta get out of here.

Gee, I wish I was an eagle.

Get this door open. I could
just get this door open.

Hey, what are you...?
Come on, come back here.

- Let go of me.
- Come in here and sit down.

Fun's all over.

Hey. What brought you back?

A whim.

Well, you can keep on going.

oh, you don't know me. I have
a whim of iron. Here, catch.

Hitch it up yourself.

If Blimp had only cut
across instead of circling.

- He's probably still going around.
- He'll catch on in a couple days.

But doggone it, I hate to lose
that propeller. I paid off on it.

Yeah. We have more than enough
time to get to Winnipeg...

...and buy another one before dark.
We'll stop by Lac vert for lunch.

I knew that was coming.

I wish I had a girl in Lac vert.

Hey, look.

His nibs' plane.

He won't get away this time.

Johnny, if you catch up with that
chiseler, and I think you will...

...remember to save me a piece of his gall.

You know, you could do this
yourself. You didn't hurt your hands.

But I did. Look.

- Hey, you're a sick man.
- I feel awful.

Let go of me. I've got other things to do.


From your expression, you're Johnny Dutton.

That's right. You're MacLean?

Pull up a chair and have a double mickey.

- Who caught up with you?
- Nobody.

I fell on my head and hurt myself so
I could get your fianc?e to nurse me.

- Slight fracture?
- Not my head.

- Anything else on your mind?
- Yeah.

- You been stealing jobs and cutting rates.
- So?

Soon as that head heals, I'm gonna kick it.

Well, you can start trying right now.

Brian. Now, you promised to stay quiet.
What are you trying to do, kill yourself?

- What'd he do to you?
- What'd he do?

- Walked in and pulled a knife on me.
- He's a liar.

- Knife was that long.
- The guy's nuts.

Don't mind him. He talks crazy half the time.

- Aren't you going to say hello to me?
- Hi, Johnny.

Here, let me help you.

Easy with your head.

You're all wet, pal, or do you know it?

Up with your head. Easy.

You wouldn't be having a
good time if you could stand.

I can still make things
warm enough to dry you off.



I thought you was gonna
save me a piece of that.

I didn't touch him. So
ornery, he brained himself.

Come on, help me get him on the couch.

If he's at death's door,
I'd pull him through.

- How'd he hurt himself?
- Prop nicked him.

- Prop?
- Prop?

This guy needs a doctor.

A doctor? The nearest one's at Churchtown.

It looks like you and me
are gonna do some digging.

Why couldn't we just take him on the lake?

oh, shut up.

- What's that doctor's name in Churchtown?
- Dr. Neville.

For my dough, that's a long way
to go for that son of a bozo.

All he did is nick his gourd.

Goodbye, darling.

Come on, Tiny, help me gas my plane.

- Hurry, Johnny.
- You're always gassing the plane.

- He'll be dead and you won't be back...
- I'll be back by midnight.

- Can you land in the dark?
- It'll be bright tonight. There's a full moon.

- Moon or no moon, 3-to-1
you crack up. - It's a bet.

- How much?
- A buck.

- Make it 2 bucks.
- Right.

Two bucks. Let's go.

- Well, how is he?
- I can't tell. He seems the same.

He's better off than Johnny
if he tries to land under this.

- He'll turn back.
- You don't know Johnny.

Besides, if he runs out of
gas, he will be in a mess.

We're gonna need all hands. You,
your father, myself and Indians.

- Dad can get the Indians.
- Let's get started.

I've gotta build a raft, we need
some gas, so roust your old man out.

We may as well do it now.

A murky, filthy mess. It
looks like it'll choke you.

We got enough gas to get back to Churchtown.

Another five minutes, we won't have
any choice. We'll have to go on.

My boy, I'm 64 years old.

If I survive this...'ll be to fall prey to angina,
sclerosis or one of the other ills of age.

- Wanna go on?
- By all means.

A quick operation's the
only way to save your friend.

okay. Get this straight.
He's no friend of mine.

Brace yourself. Here we go.


No! No! No!

I sure lost that bet.

He take it out now.

- Take what out?
- Piece of bone, right out of his head.

Let me see.

No take them.

Four good ships in the air...

...two in reserve, then
you got a real airline.

- I told those bankers in Winnipeg...
- Don't you think the doctor better stay?

If something happened, I
wouldn't know what to do.

You'll be all right. Doctor's gotta get
back. He's got a couple of pneumonia cases.

I'd feel better if he was.

Don't worry. A few days of your
cooking and he'll be as good as new.

I kind of wish I had a hole in my head.

Those bankers told me if I had a good
winter, we could start that airline in spring.

- That'll be fine.
- I'll say it will.

Scheduled flights, mechanics to take care
of the work, an agent to line up business.

- Johnny, do you love me?
- of course I do.

Why do you say, "of course"?

Why don't you just say, "I love you, Emily"?

Now, what got into you? You know I love
you. Didn't we plan this airline just for us?

- Will you take me to Winnipeg?
- I will someday.

- Toronto, Montreal, Quebec, Winnipeg...
- And New York?

New York. once this airline gets going,
we're gonna have vacations every year.

vacations in style.

You know where I think the home port
will be? Waterways on the Christina.

- That's the end of the rail...
- Let's not wait for the airline.

Take me with you now. We
can be married in Churchtown.

I'd like to, Emily, but I won't.

Mrs. Dutton isn't gonna start housekeeping
in the cabin of a bush pilot's plane.

She's gonna have a real home, electric
lights, plumbing, soft furniture...

...and right near the home port.

At waterways on the Christina?

At waterways on the Christina.

- Say, young lady, you're cold.
- Am I?

Well, maybe just a little bit.

- Well, the patient's fine.
- Good.

- Have some coffee, doc?
- I think I will. It's been a long night.

Emily, keep the young man off his feet,
he'll be all right in a couple weeks.

- Tiny can stay here and help you.
- oh, he'll just get in the way.

That's right. The doctor's got a good idea.

You slab-sided hunk of hawk meat.

Putting Johnny to trouble
and dishing me out of a bet.

And me getting sick because you had
a bone taken out of your head. I...

"Port Wilson Mining Co.,
see about September 1 st. "

Port Wilson Mining Company.

Well, well, well, well.

Johnny, take good care of the doc.

You can never tell when we might need him.

okay, I'll be back in no time.

Yeah, but not without no prop.
The plane's no good without it.

- Goodbye, darling.
- Goodbye, Johnny.

Help Emily take care of his nibs.

Johnny, stop at Port Wilson
and see the mine superintendent.

- What for?
- Well, I kind of got a hunch...

...he might have work for
a couple of guys like us.

- okay. So long, Tiny.
- So long, Johnny.

Goodbye, darling.

- Don't forget to stop at Port Wilson.
- Right.

Take her away.

Sure glad you're staying.
A lot of things to do.

- oh, you mean work, huh?
- With a sick man, there'll be more dishes.

Yes, and pumps to be primed, butter
to be churned, stock to be fed.

Anything else I do, I suppose I could
do Sundays, couldn't I? Couldn't I?

- You're awake.
- Yeah, I think so.

Tell me something, Emily.

How does a fella keep from going
absolutely and incurably nuts around here?

I thought you liked it here.

Two more weeks and I'll be
shaking hands with myself.

It's not a nice thing to say.

You're not gonna tell me you
wouldn't leave if you had a chance.

I'll be leaving soon.
I'm going to the cities.

I'm gonna do everything everybody else does.

Mr. Dutton will not like that.

Mr. Dutton will be my
husband and he'll take me.

oh, it's a shame. A very great shame.

You'd be a riot in Montreal and
Chicago and New York. You know that?

Do you think so?

I know it. You'd knock those dudes' eyes out.

They'd be lined up outside your door.

I'd be there with a baseball
bat, beating them off.

If you weren't busy with one of your ladies.

Yeah, that could be.

When I go to the cities
I'll be on my honeymoon.

Didn't I tell you "honeymoon under
the bright lights" was a come-on?

When did he hand you that?

- When he kissed me good night.
- oh, that proves it. That proves it.

Nobody but a chump would talk
to a girl when kissing her.

Nobody but a bush leaguer would have to.

- I suppose you wouldn't?
- There's no fun in just supposing.

You wanna talk?

You see, either a fellow has it or he hasn't.

- There you are.
- Thanks.

- Here are your cigarettes.
- Here you are.

There's the bill for the prop.

There's the bill for the strut.

There's the bill for the
stabilizer you owe us.

oh, put them away, chump. Put them away.

You'd have done exactly the
same to me if you'd known how.

Hold it, Tiny. What do you got
lined up for the winter, MacLean?

oh, I've been doing some promoting.

Something always turns up.

I'll let you find the job, I'll
keep taking them away from you.

I got one you don't have to take
away from us. I'll cut you in.

- Big-hearted divvy. What is this,
Christmas? - Nope. Plain business.

I've got a job lined up for all
winter. Take three planes to swing it.

Line up of six mines, we fly the dynamite
and supplies in and the concentrates out.

Dynamite and concentrate. You'll
do anything to get that airline.

- That's right.
- That is right.

All winter? And you say
there's a string of six mines?

Yeah. How about it?

Where did you say this job was?

- Port Wilson.
- Port Wilson?

Yeah, I stopped by there and
talked to the superintendent.

Is the superintendent's name Nolan?

Yes. You know him?

Know him? I know the whole setup.

- You do?
- Well, you gonna go in with us?

Go in with you? Not on your
life. I'll swipe my jobs honestly.

- What do you mean by that crack?
- If you don't know, he does.

Yeah... Who? Me?

Now, let's get this straight.

I offered you this job because you're
a good flier and you owe us money.

I'd rather have any other flier
than a price-cutting, job-stealing...

- Job-stealing? Job-stealing? -
Wait. Wait a minute. Spread out.

Break it up.

Come on, Brian. I wanna
talk to you for a minute.

I wanna talk to you for more than a minute.

I didn't say anything
about swiping your notebook.

With the exception of Port Wilson,
half the other jobs were his.

- He lined them up himself.
- We're all agreed. Johnny's a tin saint.

- Anything else bothering you?
- Yeah.

You're muscling in on Emily.

- Well, wouldn't you if you had a chance?
- No.

- You know Johnny's gonna marry Emily.
- Marry him, huh?

- I wonder what for.
- Well, usual reason, I suppose.

Makes him more of a dope than I thought.

Some friend ought to tell him
she's the kind to run him ragged.

That I don't know, but you're
chiseling on a guy who saved your life.

Saved my life. He brought me a doctor.

- Would any flier do that for another?
- Sure.

Plenty of fog, no moon, looks like no dice...

...and suddenly he winds up in the
lake here with a doctor for you.

That is the story of how the intrepid flier
brought the doctor to the dying patient.

How do you think the doctor
got here, on a streetcar?


You fellas make enough
money to save some of it.

I'm with you on that Port Wilson job.

Well, that... That's fine.

I wanna be there for the bang
when you land. I'll pick my stuff.

Sure you're strong enough?

- Get the supplies out of the store.
- I'll straighten up the room.

That new partner of yours can
certainly make a mess of things.

- Help me check MacLean's plane.
- What?

You shouldn't take off your bandage.

- I don't need it anymore. Head's all cured.
- Look, you don't have to go.

Brian, you haven't got any reason to go.

You could stay here.
There are jobs to be found.

or we could go to ottawa or New York.

You ought to take your
friends into confidence.

What do you mean?

You didn't tell me what Johnny
went through to get that doctor.

I'll marry Johnny. What's
that got to do with you and me?

Just about everything.

So long, sweet.



- Can you see him?
- What?

No sight of him yet?


The wind is coming from all directions.

What were you yelling at me?

- Can you see him?
- You can't see 10 feet in that rain.

operator, put me through to Number 4.
Don't take those off. Get out on the roof.

- But you can't see anything.
- You can listen.

If I couldn't hear you, I couldn't hear him.

Will you...? Hello, Larson?
MacLean. Any sign of Johnny yet?

Keep watching. Now go on,
get out there on the roof.

- But if I can't see and hear...
- The wind will die down.

- Maybe the rain will stop. Go on.
- okay.

oh, hello, Mr. Nolan. Hello, Murphy.

- Hello, give me the fire warden's tower.
- Hello, MacLean. Where's Dutton?

Under the bed. Where do you think?

- Hasn't he returned from Mercer?
- Shut up. Hank? MacLean.

Have you seen any sign of Johnny's
plane? Keep watching, will you?

Yeah? When?

Well, why didn't you call me?

All right, all right.

- He just passed Number 3.
- That's good.

- Get those smoke fires going.
- What, in this rain?

He's gotta know the direction of the wind.
Wave your hat or point your finger. Go on.

Hello? Hello? oh, come on, come on.

- Is Dutton in any real danger?
- oh, no.

A half a ton of nitro behind him,
a storm around him, no radio...

...and almost out of gas,
so you know he's doing fine.

oh, operator, operator...
Where have you been?

oh, well, get me Number 2.

And call me back.


No, no, not yet.

I brought the money for the season's work.

There. That make you feel better?

When a man is missing in a storm,
it looks like his number's up...

...the sight of money
always makes me feel good.

Yeah? Well, keep trying, stupid.

- If you just sign this receipt...
- You sign it, I can't write.

- Mr. MacLean...
- Pipe down.

Really, Mr. MacLean, as
superintendent, I demand a little...

Shut up!

There's a plane circling overhead. It
must be Johnny. I'm going to the lake.

oh, never mind that call, baby.

He made it. He made it, safe and sound.

of course he made it. What
were you worried about?

You worked up enough lather
to shave all of Montreal.

Mr. MacLean, if you'll be kind
enough to sign this receipt.

Why, certainly. This is
the kiss-off, isn't it?

Except to take me to Number 5
and the engineer to Number 6.

- We'll get you there as soon as it clears.
- Thanks.

It's been a very pleasant association.

Simply divine.

Well, what like a trip had you?

What kind of a trip did you have?

- It's damp out or haven't you noticed?
- I wasn't paying attention.

You weren't paying attention?

You mean, you made me stay on that while
you were here burning up that phone?

- I thought I saw Nolan leaving.
- He brought up the winter's graft, there.

oh, real money. Look at that.

Four thousand a piece.

There's yours, Tiny. Brian.

Better count it.

Just right. I suppose you're
gonna start that airline?

- Nothing can stop me now.
- Except one thing.

Somebody's gotta take
Nolan down to Number 5...

...somebody else has to ferry
that engineer down to Number 6.

- That's simple. Let's cut for it.
- Right.

- Two low men, huh?
- All right.

I'll get the cards here.

- Go ahead.
- Ready?

- That does it.
- You're it.

I'm off in the morning.

If you want me, I'll be the drunkest
man in the biggest hotel in ottawa.

Me too, if I ever get a
chance to get out of here.

Come on, boys, I'm about to pour.

I'll have some of Mother Murphy's coffee.

Sure it'll take the chill out of your
bones as well as the skin off your teeth.

You wouldn't like to
stick around for a wedding?

- Whose?
- Mine.

Great for me, but I doubt if his nibs will.

If he had his choice between whiskeys
and weddings, he'd take the whiskeys.

I'm gonna fly up to Lac
vert Sunday to marry Emily.

- You're gonna marry Emily, huh?
- Yep.

What happens to the airline?

I'll pick up my brand-new secondhand
planes in ottawa on the honeymoon.

- You marry Emily and...
- Will you pass the cow, please?

- Yeah.
- Thanks.

"Marry Emily and" what?

Marry Emily, and you'll have no
more airline than a jackrabbit.

Now, how much airline can a jackrabbit have?

What is this, a rib?

No, no, this is no rib. I wish it was.

I know what this airline means to you.

I've seen you think and
plan it out all winter long.

I've watched you risk your neck a hundred
times to get the $4000 to start it with.

- So what?
- So what?

Give Emily a whack at 4 grand and it'll
go for gimcracks and fancy dresses.

- Everything but the airline. She'll see to it.
- You've said enough.

- Haven't said...
- Shut up.

- He was trying to warn you, maybe, Johnny.
- You stay out of this.

Everybody knows about it but you.

I thought you'd get on to yourself, sucker.

- You know, she's nothing but a...
- Get up.

- You mean that?
- Get up!

That was no pleasure, but
he's too big to fool with.

Give him a jolt of whiskey.

That was a business-like shellacking.
That won't stop him from marrying her.

No? Well, there is one other way.


Take your time, sweet.

Johnny's coming down
here Sunday to marry you.

Does that make you happy?

Well, here it is.

I'm going into town to buy
myself $4000 worth of lights...

...and fun and horrible hangovers.

Wanna come along?

Hello, Dad.

- Where's Emily?
- She's gone.

- Gone?
- She left this morning.

Went with your friend MacLean.

- MacLean?
- Yes.

- Have a drink.
- Where did they go?

- The spit of her mother, she is.
- Where did they go?

- She's not worth the following.
- Tell me where?

To ottawa.

You're lucky to get a room in this town.

Everything's jammed to the
doors. Army officers and so on.

Nix. Nix. You got a gallery.

That's all right. There
isn't much I haven't seen.

The show is over as far as you're concerned.

okay, mister. I'm not that interested.

Every time you open your mouth,
you lose a dime off your tip.

- one more crack and I'd owe you money.
- That's right.

oh, Brian, all these beautiful things.

I need some nutrition and you
need something to slow you down.

Room service. Say, will you
send us some ice, please?

I'm gonna unpack and change my clothes.

And setups for eight.

Yes. Thank you.

- You have Brian MacLean registered here?
- I'll see, sir.

- M-A-C-L-E-A-N.
- Yes, sir.

- Mr. MacLean is in 278, sir.
- Thanks.

Come in.

Hi, Johnny.

Where is she?

Room service, please.

Make that setups for 12, will you?


oh, sweet, there's a drink coming up.



- Change. You're going back with me.
- You leave me alone.

I'm not going back. We're married.

- Are you hurt?
- No.

I'm all right.

- I'll get the doctor.
- oh, don't bother. He didn't hurt me.

Punching is something else he can't do.

Where's the party?

Why, we wouldn't think of starting
without you. Step right in.


Have you contributed, young man?

Anything you care to give.

Twenty-five ought to be
enough to get drunk on.

Bet this is the first time
anyone gave you an airline.

Well, I...

Well, hasn't anybody seen Mr. MacLean yet?

Well, it seems mighty funny to me.

Where have you been?


I've been calling the police
station, hospitals, everywhere.

I've got a right to know where you've been.

I've been looking for Johnny.

What did you want? Another beating?

I was gonna explain to him why I married you.

Why did you if you're
gonna treat me like this?

So Johnny couldn't.

You'd have put Johnny behind
the eight ball, kept him there.

You couldn't do that to me.
I've been around the block.

Well, anyway, here it is:

It's a bank roll.

Never let it be said that MacLean walked
out on his wife and left her destitute.

- "Walked out"?
- Walked out.

Because of what you are and because of
what I am, we wouldn't last 20 minutes.

- But you married me.
- That's what it said on the certificate.

You dirty, low-down,

oh, now, don't say those mean, harsh
things to your brand-new husband.

People might think we're not getting along.


Don't get absent-minded
and marry somebody else.

They have laws about that,
you know. So long, sweet.

Sweet fraud.

"Dunkirk evacuation miracle.

Hundreds of thousands successfully retreat. "

Let's have a look at that, old boy.

"Every type of vessel used
to evacuate our boys. "

- Must be a mess.
- A mess?

- It's a great show.
- What an army they must have, huh?

They've spent all their time
and money on it for years.

I bet you they will lose.
He's just getting ready.

Then he will push them
back and push them back...

...and push them back right into the ocean.

- Into the what?
- Into the ocean. The Pacific ocean.

Well, that's gonna be a long push, isn't it?

General Chiang Kai-shek can do it.

oh, no, we are talking about another war.

oh, oh, yes. That one.

Yes, but don't you bother about it.

- Excuse me.
- That's quite all right.

I'm depressed.

Anybody got a cigarette?

- Yes. Everybody but you.
- Thanks.

on your feet, men.

- Brian.
- He is that pirate.

- How and where've you been?
- Up around Mistassini.

- You know MacLean.
- I've met him but I don't like him.

You should know how I don't like him.

Why do you say that? I've always
been very happy to see you.

Tiny never used to like me, now he hates me.

- Willie.
- Hello. Happy landing.

oh, come on and sit down.
Come on. Come on here.

Willie, we want four black
coffees and some cake.

- Make mine tea and charge it.
- It sure is good to see you.

- Now, where's Johnny?
- I don't know. I haven't seen him.

Thought you'd be helping run that airline.

No, I haven't seen him since Port Wilson.

I waited for him to come back with
Emily and marry her, but he didn't.

- I don't know where he is.
- He changed his mind.

- You interested in a proposition?
- Whose back teeth did you steal?

Now, now. Be big.

I've got a little contract pegged out,
flying a stand mill a piece at a time.

My plane isn't big enough
to handle the job... if you wanna chip in a
couple of hundred bucks apiece...

...I'll swap my plane in for a
secondhand twin-motor job and...

A couple of hundred
bucks. Is there that much?

How should I know?

Well, last time I saw you, you had 4000.

The last time I saw you, we both had 4000.

What happened to yours?

- How about you?
- I have no money, he's trying to borrow it.

You can't say I didn't try, can you?

- Sir?
- Coffee.

- Quiet, please.
- Even though...

...many large tracks of Europe...

...and many old and famous
states have fallen...

...or may fall into the
grip of the Gestapo...

...and all the odious
apparatus of Nazi rule...

...we shall not flag or fail.

We shall go on to the end.

We shall fight in France.

We shall fight on the seas and oceans.

We shall fight with growing confidence
and growing strength in the air.

We shall defend our island,
whatever the cost may be.

We shall fight on the beaches.

We shall fight on the landing grounds.

We shall fight in the
fields and in the streets.

We shall fight in the hills.

We shall never surrender.

And even if... Which I do
not for a moment believe.

- this island or any part of it...

...were subjugated and starving...

...then our empire beyond the seas...

...armed and guarded by the British fleet...

...would carry on the struggle...

...until, in God's good time...

...the New World, with
all its power and might...

...steps forth to the rescue
and the liberation of the Old.

You have just heard the prime minister,
the Right Honorable Winston Churchill.

There's a man who knows
how to word an invitation.

I don't know how you feel...

...but I've taken a sudden
dislike to these clothes.

And as a matter of fact, looking about me...

...I think we'd all benefit by a change.

Correct me if I'm wrong...

...but I seem to have heard something
about a government station at Uplands.

That's the rumor.

Well, what are we gonna
do? Waste the evening here?

oh, Willie, got change for a watch?

I hold it for you. Happy landing.

- So long, Willie.
- So long.

- That's funny.
- What is it?

Four civilian aircrafts, sir, as
though they're coming in for a landing.

Tell those men they're on
the wrong part of field.

Yes, sir.

Give me the chief flying instructor, please.

What? No band? or didn't you boys expect us?

oh, hey, Blimp. Blimp. Get
a load of them machines.

They're thicker than mosquitoes
down at Three Mile Lake.

Give me one of them and a bottle
of wine and I finish the war.

And tell your mothers you saw some fliers.

All right, men, don't
crowd here. Get to work.

Come on, Scrounger, get in formation.

Carry on.

What's the trouble? What are
these aircrafts doing here?

Dropped in to see if you could use fliers.

Place to apply is the
nearest recruiting center.

You'd better take your
aircraft off this tarmac.

They're not in the way. Why...?

- Sergeant major.
- Sir?

If these aircrafts are not removed, put
these men under arrest for trespassing.

- Yes, sir.
- Trespassing?

- Now, look here, general, if you just ask...
- I'm not asking. I'm ordering.

You're interfering with our training.

- Hurry them up, sergeant major.
- Yes, sir.

- Hurry up.
- I thought that they wanted fliers.

They don't even seem interested.

Step into it. We got work to do.

Now, take it easy. I don't believe
you happen to know who we are.

You'll find out who we
are if you don't get going.

- Fyffe, get those planes off the field.
- Yes, sir.

Now, hurry up. Get going. Get out of here.

That... That changes it.
That changes everything.

- Hurry it up. Hurry it up.
- Scrounger!

Get to work.

Don't send out your
laundry. We're not staying.

I see from your medical history
sheets that you're pretty fit.

I want a record of your flying hours, if any.

I've had... I've had about four...

Just a moment, please. one
at a time. Mr. Prentiss?

Well, I've ridden in planes as a passenger.

- Mr. Burton?
- Sixteen hours solo, sir.

- Mr. Harris?
- Four thousand three hundred and five.

Mr. Lebec?

About the same. Four thousand four hundred.

- Mr. Murphy? -
Fifty-eight hundred.

- Mr. MacLean?
- oh, 6000 or 6500.

You four are bush fliers, I take it.

That is what we have been told.

You'll have to start over again
just the same as the other recruits.

If you'll wait in the outer office, please.

outside, rookie.

Mr. Bradley, Mr. Harris, Mr. Hunter,
Mr. Lebec, Mr. MacLean and Mr. Murphy.

- Will you step in here, please?
- Schicklgruber, here we come.

Give him your regards.

These are the civilian pilots
up from AMP for interview.

Thank you, Corporal Harley. That's all.

Well, I'm very glad to see
you fellows. Have a cigarette.

Sit down.

You've been sent up to training division
because of your lengthy experience.

There's Mr. Bradley and Mr. Hunter,
airlines. The rest of you, bush flying.

We fully realize how anxious all you chaps
are to get overseas for active combat flying.

In fact, if you weren't, we
wouldn't want you in the RCAF.

But you are wanted, I can assure you.

But pilots of your experience will
be invaluable in training younger men.

Men who are physically capable of
taking a 7 G dive without blacking out.

- Men who can retain consciousness...
- Just a minute, please.

- What kind of a runaround are you giving us?
- This is no runaround.

You're being offered to take
the service training course...

...and be a part of the British
Commonwealth Air Training Plan.

- I signed up because I wanted to fight.
- Yeah, me too.

None of this kindergarten-teacher stuff.

It seems to me that we're
being led up the garden path.

Thanks very much. Tell us where
we can go to become fighter pilots.

I'm afraid that's out of the
question. You see, you're too old.

We have no pilots doing
combat flying over 26.

I'm too old?

You're telling me I'm too old?

Listen, I've been flying the bush all
winter. That's no job for an old man.

Sorry, fellas. I know exactly
how you feel, but there it is.

You know how we feel.

What does a chair warmer
know about piloting a plane?

- our exhaustive medical research has...
- Exhaustive medical bourgeois.

Why don't you turn the air force over
to the fliers, go back where you belong?

I can't, Mr. MacLean. You
see, my home was in Coventry.

I'm sorry.

That's all right.

But unfortunately, our medical
research is correct. I happen to know.

I may be what you regard
as a chair warmer now...

...but a few months ago, I was flying
with my squadron on fighter patrol...

...over the English Channel at 30,000 feet.

I'm 28 years old.

Yet I'm too old for combat flying.

I found that out at Dunkirk.

I got on the tail of a Messerschmitt 110.

He dived and I went after
him at about 500 mph.

I got quite close to him. Just
a mere kid, about 20 years old.

When he pulled out of the dive, we
must, both of us, have blacked out.

He was younger than I.

He came out of the blackout
about a second before I did.

Had his sights on me. Next thing I knew, I
was hurtling down, half my tail shot away.

I pulled the old umbrella...

...and I'm lucky enough to
be alive to tell the tale.

No, gentlemen, modern air
fighting is a young man's game.

All right, out of that truck.
Right up, men. Step lively.

Right up, come on.

I'll never get my arms up that high.

I have a feeling this is
gonna be my permanent address.

- You're gonna be buried here?
- Come along. Join the rest.

- That's it.
- Needles and hypos and books on the opera.

Left. Left. Left, right, left.

Heads up. Swing those arms high.

- Left.
- I don't like his attitude.

- It's your fault.
- What do you mean it's my fault?

You're too big for the planes... they gotta keep marching
us till they wear your legs off.

Stop that gabbing!

- Left, right, left.
- I wonder if they stop for tea.

Left. Right. Come on, men, bring it in there.

Close it up. Left, left.

All student instructors, report to me.

Now, listen, men.

I understand some of you have
thousands of hours' flying time.

Your instructor will have to
treat you as if you were beginners.

You're training to be instructors.

Therefore, you'll have to adapt
yourself to the RCAF manner of flying.

I know you'll all have the good sense to
accept this situation without resentment.

- Bohat?
- Sir.

Plane 77.

- MacLean?
- Sir.

Plane 42.

- Witchell?
- Yes, sir?

Plane 86.

- Lebec? Plane 14.
- Yes, sir.

- Murphy? Plane 15.
- Yes.

- Goloshoroy?
- Yes, sir.

Plane 45.

MacLean reporting, sir.

Well, Johnny. What happened to the airline?

What are you doing here?

They're gonna make an instructor
out of me. But I have other plans.

What about Emily?

Well, what about her?

You gave up an unborn airline
for king and country, didn't you?

You walked out on her, is that it?

I guess you could call it that.
or is it any of your business?

You're right. It's not
any of my business now.

Get in the front cockpit.

- Switches off, sir.
- Switches off.

- Gas on.
- Gas on.

- Suck in.
- Suck in.

Throttle set.

Throttle set.

This flight is to find
out how well you can fly.

Level off at 4000 feet and
I'll tell you what to do.

That will be nice.

- Contact, sir.
- Contact.

Make a 360-degree slow turn to the right.

I thought we came up here to fly.

A slow turn to the right, MacLean.

Yes, sir.

- What lake a trip had you?
- What?

- Anything else you want me to show you?
- Yeah, a slow turn to the right.

You may be great circus flier, but
you have to learn to fly in formation.

Yes, sir. Now, what was
it you wanted me to do?

A slow turn to the right.

A slow turn to the right. very good, sir.

Well, how do you like it?

oh, exciting.

Isn't it?

Harris, B.E. He's your man, isn't he?

Yes, and he's all right. I'll pass him.

- Murphy. Francis Patrick Murphy.
- Better known as "Tiny. " one of my men.

- I'm afraid it's a no vote.
- Anything definite?

Hits the bottle. out?

Johnny, what about MacLean?

He's good, but he can't
explain how he does it.

His paperwork is adequate.

He's not the instructor type. All
he wants is to get across and fight.

Don't we all?

I'd hate to see him out of the service.

He can fly circles around anyone here.

Perhaps he'd make a good
staff pilot for Jarvis.

Yes, I think he would. Let's try him.

- How was that, sir?
- oh, that was all right.

You did everything according to the
rules, which is fine in peacetime.

But in a war, it doesn't work out that
way. You've gotta get on top of your enemy.

Pick your time, close in, let him have it.

You'll develop an instinct.
When you get it, use it.

Let's make another run, sir.
I've half a beltful left.

All right, we'll do one
starting at 800 feet. Right?

- Well, nice shooting, son.
- Do you really think so, sir?

Been chauffeuring target-splashers
for months and haven't seen better.

- Well, that's very encouraging to hear.
- Chief pilot's compliments.

May you report to the new
flight commander's office?

- Another one?
- Yes, sir.

- Write your name on the target tomorrow.
- oh, thank you, sir.

Been paying respects to the new boss?

- What's he like? Spit-and-polish
fanatic? - No, seems regular.

That's strange coming from you.

- Flying officer MacLean, sir.
- Hello.

Well, so you're the new boss.

- Following me around?
- I don't think I have to tell you.

If I could help it, I wouldn't
be in the same province.

I suppose you had a juicy account
of all my shortcomings from Richards?

How I undermine dial readers, telling
them to fly by the seats of their pants.

- He mentioned it.
- Won't have any trouble on that score.

The only way to teach kids to fly...

Teach them to obey orders
and fly according to the plan.

It's your job to keep it
working. I don't like red tape.

But this instinct-flying patter will
only tear down our whole training system.

You've gotta stop it.

Might've known you'd make
noise like a brass hat.

What do I do? Hand in my resignation?
Wait for you to have me kicked out?

You do your job according to RCAF
rules. I'll do mine. That's all.

Yes, sir.

Computed height, 6200 feet.

Computed air speed, 185 mph.


Left. Left.


- Second course, ready.
- Second course, steady.

Ninety-degree method finished.

Wind speed, 22 mph.

Direction, 165 degrees.

- Ready to bomb.
- Target.

That factory east of the
river, directly ahead.

- Attack.
- Attack.

Right. Left. Left, steady.

Number 1 bomb gone.

on target.

Number 2 bomb gone.

Number 3 bomb gone.

Number 4 bomb gone.

Alabama, you're way off your target.

You'll have to do better. Find
the wind to make another run.

Yes, sir.

- About to drop a few eggs, Alabama?
- May be the last bombing flight I have, sir.

If I don't report better, I may be
trading these goggles for a service rifle.

- It isn't as bad as all that, is it?
- oh, just about.

The chief instructor told me that the
prescribed course of training demands...

oh, you had the makings of the best pilot
in the outfit before you ever knew a rule.

Well, thank you, sir.

There is such a thing as instinct, you know.

- Come on.
- oh, but where...?

- Get in the rear cockpit.
- But this is a solo flight.

Get in the rear cockpit, buckle
up and keep your head down.

Here, you take this.

I'll swim.

You are going to report a bombing score
that will make history around here.

- Ready, Alabama?
- Yes, sir.

Here we go.

Hadn't we better pull out sooner?
We're coming close to those bomb bursts.

oh, pay no attention. I've
dodged worse than that in my day.

I'll make it this time, or
I go back to the bush. Yeah.

Mr. MacLean, you're going too low.
If those bomb splinters ever hit us...

Leave that to me.

I'll smack one dead center if I have to
land on that target. Take a deep breath.

Prentiss. open your cockpit and unstrap
your chute. We're headed for the ditch.

Are you ready? Prentiss!


"The court finds that the accused,
Flying officer Brian MacLean...

...number C-1969 of No. 1 Bombing
and Gunnery school, Jarvis, ontario...

...did neglect to obey
Station Standing orders.

For when on active service on
the 12th day of April, 1941...

...he, when a flying officer in the
vicinity of Number 4 bombing target...

...did engage in unauthorized low flying.

This act was contrary to Part 8,
Page 5 of Station Standing orders.

And as a result of it, leading aircraftsman
Louis Prentiss, suffered severe injuries...

...and damage was done to aircraft Harvard
number 622-78J, property of the Crown.

Therefore, the finding of this court
- martial... that the accused
is guilty as charged. "

Do you wish to address the court?

No, sir.

"The court sentenced the accused to be
dismissed from His Majesty's service. "

Court is now closed.

Papers here. Read all about it.
Read all the latest news, sir.

Want a paper, sir? Paper, sir?

Read all about it. All the latest new...

- Say, is there any gents in the backroom?
- Can't you hear them?

- You think they would wanna buy papers?
- They might. They've been there all day.

- oh, popcorn.
- Hey, that's for customers.

Bless them all, bless them all

The short and the wide and the tall

Bless the instructors Who teach us to dive

They say that we're lucky
'Cause we're still alive

And if ever the engine should stall

We're in for a heck of a fall

No sweet peas or violets
For flat-footed pilots

So cheer up my lads and bless them all

Bless them all, bless them all

The short and the wide and the tall

- I beg your pardon, gents.
- What's...?

- Paper, sir?
- What's in it?

All the latest war news.

Bombing of London. Bombing of the ports.

RAF strikes back.

- Don't want it. Ain't my war.
- It ain't my war too.

And you know why it ain't my war?

Because I fly by the set of
my pants, because I'm too old.

They say you gotta watch those little
things and keep your eyes on the instrument.

So I'm out, you hear? I'm out. Now,
you look like a nice, young fella.

So take my advice and keep away
from the air force. You hear me?

Keep away from the air force.

Sure, want a paper?

Same one?

Do you want a paper, sir?

- No. It ain't my war too.
- I'll take it.

Thank you, sir.

Thank you, sir. Thanks.

oh, don't read that. Ain't our war.

I'm not reading the war news.
I'm looking at the pictures.

There's a picture of a man
who knows all about flying.

- He's the man we should have seen.
- Who?

- Billy. Billy Bishop. There's his picture.
- oh, Billy Bishop. of course.

Certainly. He was an ace in the last war.

Yes, sir. He flew by the seat of his pants
and he was an ace. Shot down 72 planes.

An air marshal in this war.
A very important man. Yeah.

"Air Marshal Bishop. victoria Cross,
Distinguished Service order, Military Cross.

Distinguished Flying Cross,
Chevalier of the Legion of Honor.

Croix de Guerre with palm.

Will present wings to pilots at Uplands. "

Present wings. Nice little white
wings. And what have we got?

We got a bottle.

Yeah, but you can't fly a bottle. As a
matter of fact, we can't fly anything.

You know why?

Because they said so. We're too old.

That's exactly what the men said.

Brother Tiny, one of these days, I'm
going to show Billy Bishop how I can fly.

I'm going to power-dive right over
his head and I'm going to yell to him:

"Billy Bishop. Billy Bishop. Watch
me fly. Watch Brian MacLean fly. "

You and me both.

- But you can't.
- Why?

Because you haven't got a plane.
You told me so yourself. You sold it.

Yes, I got a plane. Popcorn
Kearns has gone to the States.

He says I can use his plane till
he gets back. Good old Popcorn.

I like Popcorn.

Nice little white wings.

I thought they were very becoming.

It's a grand thing to see old
soldiers like you back in the conflict.

- How old are you?
- Thirty-eight, sir.

You must have been about
11 or 12 in the last war.

Yes, sir.


...the wings which I am
about to present you...

...are a flying insignia with
great traditions behind it.

You have earned them after a long
and arduous period of training...

...and they proclaim to the world...

...that you have accomplished your first job.

That you're entitled to undertake
tremendous responsibilities.

These wings are the symbol of gallantry.

You go forth from here
highly accomplished pilots.

Your training has been equal to and better...

...than anything that the enemy can provide.

In a short time, and possibly
in a very short time... will be, and we all envy you... active contact with the enemy.

When you are in contact with that enemy...

...I want you to remember
that we here at home...

...are determined that you will
have the fullest help and support...

...that it is in our own power to give you.

We will never let you down.

I am so glad to see here today... men from the British Isles...

...along with our Canadians... men from loyal Quebec...

...from the great plains of
Manitoba and Saskatchewan...

...from British Columbia in the far
west and from all other provinces.

But also you who are from
our great sister dominions...

...Australia and New Zealand.

And those of you who have come
from as far as the Argentine.

Also, you gallant lads
from the United States...

...who have come up here
to help and serve with us.

It now gives me great pleasure
to award you your wings.

I know that you will always
be proud to wear them...

...and I know that the
force will always be proud...

...that you have them on your chest.

Thank you, sir.

Wings parade, stand at ease.

Carry on, flight lieutenant.

LAC Walnut.

Special distinction.

- Where are you from, Walnut?
- Yukon Territory, sir.

- You've come a long way.
- Yes, sir.

I suppose you're very anxious
to get a much longer way.

- Yes, sir.
- Good luck to you, boy.

Thank you, sir.

LAC Knight Brown. Special distinction.

Knight Brown.

Proud to see you here in
the uniform of Australia.

- What part do you come from?
- Sydney, sir.

- Well, good luck to you, my boy.
- Thank you very much, sir.

oh, Billy! Billy!

Don't pay any attention
to us. Just ignore us.

Bless them all, bless them all

- Carry on, flight lieutenant.
- LAC Grew.

Distinguished pass.

- Where are you from, Grew?
- Texas, sir.

- one of our most loyal provinces.
- We think so, sir.

- Well, I think so too.
- Thank you.

And we thank you for coming
up here and helping us.

Get the registration markings on those.

very good, sir.

Billy, take off your hat,
we'll give you a haircut.

Now you're showing them, Tiny.

Tiny, pull out, that's enough!

Pull out, Tiny! Tiny!

I wonder who he was.

It's Kearns. Popcorn Kearns.

I know his plane.

On with your helmets On with your motors

Tune them up and let them sing

Take them off and let them swing high

Painting a V across the sky

A V for a victory by and by

Hey, look.

You're off for the big show tonight

So fly them wing to wing

You're angels of hell and you fight

For country and for king

Hello, Scrounger. Hello, Blimp.

- Hello, Johnny.
- Hello.

I saw you when you came in.
Nice to see all of you again.

- You look very beautiful.
- Won't you sit down, Emily?

oh, no, thank you.

Johnny, would you like to buy me a drink?

over there?

of course. Excuse me.

I don't know. I'm depressed somehow.

Give me a cigarette, will you?

You're smoking one now.

oh, am I? Well, so I am. Thanks.

No, thank you.

I thought you wanted a drink.

Johnny, where's Brian?

I don't know.

He was cashiered from the service.

He pulled a silly trick and
lost all his civilian license.

Well, flying's the only thing he knows.

With his license gone, what he's gonna do?

He'll take care of himself. He
always has. You ought to know that.

- Excuse me. Squadron leader Dutton?
- Yes.

All officers are to
report back to the station.

- What's up?
- I don't know, but it's urgent.

They want all available staff
pilots and instructors right away.

You officers from Upland?

- Wait, Johnny.
- You heard what the provost marshal said.

Don't go.

Please sit down.


Brian never told you why
he married me, did he?

- Pretty obvious, isn't it?
- To everyone but you.

What do you mean?

Listen, Johnny.

Brian married me for only one
reason: to keep me from marrying you.


To keep me from making a mess of your life.

And I would have. Believe me, I would have.

He was in love with you.

So much so that he left
me after we were married.

As soon as he knew you were safe
from me, I never saw him again.

Took a lot upon himself to protect me.

Yes, that was pretty
drastic for Brian, marriage.

I guess it was the only thing
he could think of to break us up.

Do you still care for him?

He was my kind of person.
We understood each other.

Don't you see, Johnny? You owe Brian a lot.

I think I understand.

Well, won't you try to find
him? Won't you try to help him?

I'll do whatever I can.


- Those are your orders.
- very good, sir.

Well, come on. Things seem to be popping.

My first real dinner in a month
and I never got past the shrimp.

- Waiter.
- Yes, sir.

The check. For this gentleman.

You're off for the big show tonight

So fly them wing to wing

You're angels of hell and you fight

For country and for king

You're captains of the clouds

Let 'er roll, you're on your way

Hit the sky again, fly again, try gain

Till the flag's on high again

Captains of the clouds

All officers present, sir.

At ease, please.

Well, gentlemen, we've just
received some pretty bad news.

Two transport planes, carrying 44
transatlantic pilots to Canada...

...have crashed.

This loss could hardly have
occurred at a worse time...

...for we've just received a call...

...for every available Lockheed
Hudson bomber to be sent over at once.

Headquarters have ordered me to
send all the pilots we can spare.

So you men are leaving tonight for
Newfoundland, your taking-off place.

I cannot stress too strongly...

...the vital and immediate necessity
of getting those planes over.

No obstacle, breakdown, weather,
enemy action must stop you.

You've got to get them through.

Thank you, gentlemen.

- Squadron Leader Dutton?
- Here, sir.

- Flight Lieutenant Ainsley?
- Sir.

- Flight Lieutenant Anderson?
- Sir.

- Flight Lieutenant Lebec.
- Yes, sir.

- Flying officer Benson?
- Sir.

- Flying officer Durant?
- Sir.

- Flying officer Fitzgerald.
- Here, sir.

- Flying officer Nolan.
- Here, sir.

- And Flying officer olsen.
- Here, sir.

I beg you pardon, sir. I don't
think I heard my name called, sir.

- You didn't.
- But, sir?

Flight Lieutenant Harris...'s obvious we can't completely
unman this station of officers.

But England is my home,
sir. And I thought I might...

I don't ask to pilot a plane
but I'd do anything to go.

I thought I might, perhaps, navigate
for one of the civilian pilots.

I think I know how you feel.

- Flight Lieutenant Wood?
- oh, yes, sir?

Put Flight Lieutenant Harris
on the list as a navigator.

- Yes, sir.
- Thank you, sir.

- Good luck.
- Thank you. oh, I'm sorry, boys.

Digby 428 to tower. Circling
field. Permission to land?

Plane's coming in from Uplands now, sir.

Tell them to come on in.
Use east-to-west runway.

Tower to Digby 428. Come along
in. Use east- to-west runway.

You have each been given a
copy of chart number 2059...

...and map number 51...

...on which the course you're
to take has been laid out.

Study your charts carefully, gentlemen.

You'll see that your course
carries you through Area D.

You'll receive a position report:

Longitude 30, 41 West.

Latitude 49, 28 North.

This is considered the
area of greatest danger.

once you pass this, all
should be plain sailing.

Each squadron, in command
of a squadron leader...

...will consists of five
flights of five bombers each.

Number 1 of each will be
in charge of a lieutenant.

Numbers 2 and 3 will be
flown by RCAF personnel...

...and Numbers 4 and 5, by civilian pilots.

- Is that all quite clear?
- Yes, sir.

Carry on, then. And good luck.

Thank you, sir.

See you in the air.

- Walter Billings?
- Sir.

- Dumont?
- Here. Here, sir.

- You're with Flight Lieutenant James.
- Let's go.

- Norman Holdsworth.
- Here, sir.

- Robert Monroe.
- Right here.

Go with Flight Lieutenant Holt.

- Richard Henderson?
- Yes, sir.

- Martin Crowley?
- Yes, sir.

- You're with Flight Lieutenant Tucker.
- Come with me.

- Philip Cranbrook.
- That's me, sir.

Go with the Squadron Leader Dutton.
You and Francis Patrick Murphy.

- Tiny.
- Here.

Francis Patrick Murphy.

- Irish?
- Close, thank you, sir.

Squadron Leader Dutton, here are your pilots.

- All right, let's go.
- Pierson. Ronald Pierson?

- Yes, sir.
- Ferguson. Albert Ferguson.

- Cranbrook?
- Yes, sir.

You'll fly Aircraft 39.
It's warming up for you.

very good, sir.

McCord? William McCord? Go with...

I wanna talk to you alone.

- Gibbons? Harold Gibbons?
- Here, sir.

Close the door.

Well, go ahead. Sound off. This
ought to make you feel pretty good.

It sure does. We have a few
things to straighten out.

Now, let's try to stick to one of them, huh?

Do I fly that bomber?

There's something else.

Not for me there, isn't it.

Now, look, fella. There's nothing
left for me this side of the ocean.

I know that. I'm all washed out.

But with the RAF, I may get a
crack at another start. Who knows?

There's one slim chance
I can get even for Tiny.

- For Tiny?
- Yes.

He was the one that was killed
at the wings ceremony at Uplands.

He was flying Popcorn's
plane. You saw him crash.

- That was Tiny?
- Yeah.

I was responsible. It was all my fault.

I went through his things.
He didn't have relatives.

So I took all his papers and here I am.

And there's only one thing that's
important: that I fly that bomber.

Are you gonna stop me?

Nobody's gonna stop you.

But that other thing, I...

I saw Emily in ottawa.

She told me why you married her.

You fly number 21.
Scrounger's your navigator.

- old home week, huh?
- Practically.

Listen, Mr. Murphy. If you don't
keep your eyes on those dials...

...I'm gonna punch a real hole in your head.

Been taking lessons?

Number 53 to tower. Ready to take off.

Tower to 53. Wait a minute.
We'll give you the signal.

Give him the Aldis light.

Here we are.

We're making better time than I
thought. Must have a strong tailwind.

Yeah, must have.

Keep a good radio watch, but
don't use the transmitter.

We have to keep WT silence.

Why don't you pull that
cot and get some sleep.

No, I'm not tired. Besides, I don't
wanna miss the first sight of England.

I'll call you when we pass Ireland.

Ireland. All out for Ireland.

Next stop England. Change
for the Berlin shuttle.

What I want to know is what they'll
do with us after they get us there.

Probably send us back by boat.

oh, no, not me.

I don't risk my life on no boat.

You needn't worry. They'll have
to keep you to fly this bomber.

- You think so?
- Positive.

After the trouble you had
getting in that seat...'re part of the fixtures.

Seems to be getting light early.

We're going east so fast I've
lost all track of time change.

Sunrise was 0612 GMT.


We're only a couple of hours out.

Fish and chips for tea, my lads.


- Yours?
- No, yours.

oh, thank you.

Say, take a good look at me, will you?

- Scrounger, that's asking too much.
- No, seriously.

Imagine what I looked like 12
years ago without a mustache.

- Got it?
- I think so.

If you'd known me then, do you
think you'd recognize me now?

- Probably, why?
- oh, dear, very upsetting.

When I left London, I owed so
much money to so many chaps.


Maybe you'd like to get
out and take a little walk?

Seven hours in a plane
is enough to tire anyone.

Not me. I would like to keep right on flying.

Right over Berlin. You bet.

I would like to give Mr. Schicklboob...

...some of that... with the bombs and
little bit of that... with the guns.

That's why they don't put any
fighting equipment in these ships.

They wanna get them to England, not
have fellas like you looking for trouble.

Can I help it if I have
fighting blood in my veins?

What's it like, Scrounger?

What's what like?

Your home? Your part of England?

The same as any other part of England.

It's... Well, it's England.

Narrow lanes, high hedges,
thatched cottages and all that?

That's right. That's Devon.

I lived there till I was nearly 20.

If ever I get enough money together,
I'm going to buy that house.

I never tagged you for a home-loving person.

It isn't that, but when you've
been away for a long time, you...

You remember things.

- Like what?
- oh, I don't know.

Playing darts in the village pub.

Looking forward to that.

A mug of mild and bitter.
Looking forward to that too.

Weekends on the river.

And larks singing high over the moors.

Beastly little nuisances, but nice.

You know, all the things you
remember when you think about England.

Funny. I had a hunch I was never gonna see
it again until this chance popped along.

Just shows you how much a
fellow can depend on hunches.

You'll be hearing those
larks in an hour or so.

- Hope so. Little more coffee?
- Yeah, just a spot.

We should be sighting land very soon.

Where there's a country lane

- What's the matter? Spot something?
- I'm not sure.

I thought I saw a
reflection. Something shining.

It's a Messerschmitt, a 109.

Hudson 53 to A Flight. Full
throttle, climb for cloud formation.

He's got Blimp.

It's all right. He just got my cigarette.

Scrounger. Scrounger.


Johnny, he got Scrounger.

Cease communication. Maintain radio silence.

- Plane 21, hold your position.
- Sorry, I've got an appointment.

I've got a date to meet Fritzie.

We're not gonna hold still for that, are we?

Brian, rejoin the formation.

No. He'd pick us off one at a time.
Us and all the squadrons following.

Brian, obey orders.

I'm not disobeying orders,
I just can't hear you.


I think he's onto us, Scrounger.

Hold still, heinie.

Bearing 020 degrees.

The landfall bearing 020 degrees,
straight ahead of you, gentlemen... England.

We shall go on to the end.

We shall fight on the seas and oceans.

We shall fight with growing confidence...

...and growing strength in the air.

We shall fight in the
fields and in the streets.

We shall never surrender.