Starring Errol Flynn, Basil Rathbone, David Niven, Donald Crisp

British flying aces over the Western Front in World War I contend with the harsh realities of war.

In 1915 France, Major Brand commands the 39th Squadron of the Royal Flying Corps. The young airmen go up in bullet-riddled "crates" and the casualty rate is appalling, but Brand can't make the "brass hats" at headquarters see reason. Insubordinate air ace Captain Courtney is another thorn in Brand's side...but finds the smile wiped from his face when he rises to command the squadron himself. But in true British tradition everyone keeps a stiff upper lip.

This was a remake of the 1930 film "Flight Commander". Most of the aerial footage comes from the previous 1930 version. This film, as with the original, was based on the short story, "The Flight Commander" by John Monk Saunders.

The filmmakers needed several shots of the planes taking off and landing. They assembled a squadron of 17 vintage WW1 aircraft, most of them Nieuports. Flying them proved just as hazardous as in WW1. By the time filming ended, stunt flyers had crashed 15 of them. One of the Nieuports used in the film is now on display at the Army Aviation Museum at Fort Rucker, Alabama.

While filming, co-stars David Niven and Basil Rathbone were both called up, as British citizens, to return to Britain for war service. However, the government acknowledged their obligation to Warner Brothers and allowed them to finish filming the picture.

Maj. Brand, played by Basil Rathbone, is seen wearing the ribbon for the Military Cross. South African born Rathbone was himself awarded this medal during the First World War as a second lieutenant in the Liverpool Scottish 2nd Battalion. He worked in intelligence and received the Military Cross for bravery. Rathbone was twice the British Army Fencing Champion, a skill that served him well in movies and allowed him to even teach actors Errol Flynn and Tyrone Power swordsmanship. 

Capt. Courtney (Errol Flynn) and later Lt. Scott (David Niven) are also seen with ribbons, but Flynn and Niven were far too too young to have served in the First World War. However, Niven later attended Sandhurst Military Academy and served for two years in Malta before moving to Canada. At the outbreak of the Second World War, he returned to England and re-joined the army. Niven fought at Dunkirk and was promoted to colonel in 1944. General Eisenhower decorated him with the medals of the American Legion of Merit.

Australian born Errol Flynn's weak heart got him a 4-F deferment and he never served during the war, a fact he always said he regretted.

At the time this film was made, Errol Flynn and David Niven shared a rented house at Malibu, California.