Colonel Ed Wyatt is regarded by pilots under his command as being a ruthless disciplinarian. His co-pilot, Lt. Hobson Lee, and Jo McWethy, a war correspondent assigned to the squadron become more friendly than meets Wyatt's approval. When Wyatt's plane is forced down behind enemy lines, he orders his crew to proceed to the American lines with the vital film they have shot, while he remains behind to hold off the enemy.

Members of a circus troupe "adopt" Lili Daurier when she finds herself stranded in a strange town. The magician who first comes to her rescue already has romantic entanglements and thinks of her as a little girl. Who can she turn to but the puppets, singing to them her troubles, forgetting that there are puppeteers? A crowd gathers around Lili as she sings. The circus has a new act. She now has a job. Will she get her heart's desire?