After deciding he needs to do something meaningful with his life, high school wrestler Louden Swain sets out on a mission to drop weight and challenge the area's undefeated champion, which creates problems with his teammates and health. Matters are complicated further when Louden's father takes in an attractive female drifter who's on her way to San Francisco.

The "Memphis Belle" is a World War II bomber, piloted by a young crew on dangerous bombing raids into Europe. The crew only have to make one more bombing raid before they have finished their duty and can go home. In the briefing before their last flight, the crew discover that the target for the day is Bremen.