Two gamblers must leave New York City after one loses a lot of money. Doing what all gamblers in trouble would do, they hurry to the gambling capital Las Vegas to turn their luck around.

Two fighter pilots, Phil Clark and Jay Rivers, who flew together in Vietnam are assigned to the elite Air Force Fighter Weapons School (known as "Red Flag") at Nellis AFB, Nevada, about a decade after the war. Brash, self-confident Clark is an instructor, while quieter, family man Rivers is the student. At first, the two men resume their friendship. But as the student starts to show the master a thing or two, tensions develop. Can their relationship survive the stresses of one of the military's top schools?