All language subtitles for Captains of the Clouds (1942).eng

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.

Hah! 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?

'Well, I am on time
I guess.'

Blimp is always on time, eh?

You know, for a minute I thought
maybe that robber

Brian MacLean was here first
and took you off.

Come on. We go.
I take you to Moon Lake.

No, we're not going until
tomorrow night, Blimp.

Oh, no. Tomorrow I'm busy.

Tomorrow I have to fly a Mountie
to Lac La Loche.

But I'll just have time to
take you to Moon Lake.

- The plane is all ready.
- Never mind, Blimp.

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.

Well, you can have it.
We got the $25.

- Come on, Charlie.
- Wait a minute.

Maybe we can talk of some
better terms, eh?

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

Huh! 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?

Well, Johnny, 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 just bought a dog team.
There they are, over there.

See 'em?

Where'd they come from?

Fellow flew them in from
Bear Island. There he goes.

Is his name MacLean?
Brian MacLean?

Yeah. That's right.

But you told me you wanted
a team.

And I flew all the way 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.

Alright, Joey. Cast off.

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

Why, this MacLean must be
quintuplets.

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

I'd settle for once.

Mr. MacLean sound like a very
nice man.

I like to meet him too.

If you ever do,
I give him just ten minutes

to fly away
with your restaurant.

My very best passenger
and he steals him.

That double-crossing,
double-dealing bush pilot.

Stole my very best passenger
right from under my nose.

- Oh, hello, everybody.
- Hello, Scrounger.

- Hello, Popcorn.
- Hi.

- Sounds like MacLean.
- It is and isn't cricket.

Coffee, if I may.

I heard about him from that
Mamie Watson at Trout Lake.

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

Snatching business is bad enough
but snatching dames is serious.

I don't understand the man.
He's all over the place.

Yet we can't catch up with him.

If I knew what plane to look
for, I certainly 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 plane this morning.
- Where?

Heading north to Lac Vert.
I waved to him. Yo-hoo! Yo-hoo!

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

And since he's heading North,
who's heading North with me?

- I am.
- No, 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
for me, will you?

- 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.

Brian.

- Again?
- Brian.

You give it something it never
had before.

Give me a hand, will you?

- One.
- Hey.

Two.

- Three.
- Oh!

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

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

Hm? One.

- Hey.
- Oh, well, alright.

Come on.

There you are.

- Got some money for me, Ed?
- Yes.

- Foster?
- 'Yes?'

- Stuff from Hansons. Mm-hm.
- Hansons?

Johnny Dutton always used to
bring this stuff from Hansons.

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, mister..
- 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.

- But I think I like it.
- Heh.

Take it easy, Sam.

Johnny will be here in a few
minutes.

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

Say, 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. Well, he
certainly looks though

as he's been waiting
a long time for something.

- He's waiting for my fiance.
- Fiance?

Well, competition.
I like that.

It makes me look better.

- Who's the unlucky guy?
- Johnny Dutton.

Johnny Dutton, The flyer?

- He's a very jealous man.
- MM-hm.

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.

Well, I've heard of you.

You certainly have
a lot of patience.

I'd be awfully sore if somebody
hung me up like this.

Ah! It's a darn long paddle
up till Rupert.

I don't mind waiting a couple
days for a plane.

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

That engine of his has been
acting very badly lately.

- It has?
- 'Yeah. Yeah.'

'Just about ready
to drop out of the old crate.'

Don't you ever get scared
going with Johnny?

No. Always feel mighty safe
flying with Johnny.

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

Oh, I guess it's alright as long
as you're wearing a chute.

- Chute?
- 'Yeah. Parachute.'

Doesn't Johnny supply 'em?

- Well, he's..
- Well, look..

A man's silly not to wear one.

And it's unfair to a passenger
not to give him one.

Look, in case anything happens,
all you got to do is 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?

Well, in Johnny's plane,
all you can do is just sit there

and wait and then, wham!

- I never thought of that.
- Well, come on. Get in.

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

Nope.
Johnny only charges me $42.

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

Well, 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 that time last year
when he side slipped

into Hudson's Bay
and killed four passengers.

- He did?
- 'Yeah.'

'Johnny felt very badly
about that. Very badly.'

"But you gotta give him credit
though.'

'Keeping on flying that
old hatbox'

'after all that's happened.'

Well, if you're that kind of
daredevil

why good luck to you,
and I'll be getting on my way.

Hey, wait a minute.
Help me with this duffel.

Let's get going
before Johnny gets here.

I'll throw your stuff
in the freight compartment.

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?

Oh, around about the first
of next June.

First of June, huh?

- 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?

Oh, come to think of it,
I'd be losing money.

- Fifty-five dollars.
- Alright! Alright! $55.

Just hold on to that stick.

Alright, 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.
- Huh!

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 'em.

Stop the ship.
Stop the ship.

I want to 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 to be alright.
- I want to 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 him
instead of circling.

He's probably still there
going round and round.

Ah, he'll catch on
in a couple days.

But doggone it,
I hate to lose that propeller.

- I just paid off on it.
- Yeah.

We have more than enough time
to get to Winnipeg

and buy another one before dark.

We can stop by Lac Vert
for lunch.

Uh-oh. I knew that was coming.

I wish I had a girl in Lac Vert.

Hey, look.

'Isn't that his plane?'

He won't get away this time.

Hey, 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.
- Mm.

- But I did. Look.
- Oh.

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

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

Hello.

From the expression on
your face, you're Johnny Dutton.

- That's right. You're MacLean?
- Mm-hm.

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 fiancee
to nurse me.

- Slight fracture?
- Uh-uh. Not my head.

- Anything else on your mind?
- Yeah.

You've been stealing jobs
and cutting rates too long.

So?

As soon as that head of your
heals up

I'm gonna kick a hole in 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 here
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?

Hello, 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 such
a good time

if you could stand on your feet.

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

Brian!

'Hey.'

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

I didn't touch him. He's so
ornery, he brained himself.

Come on.
Help me get him on the couch.

Now, if he's at death's door,
I'd like to 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.

Johnny, it looks like you
and me are

gonna have to do some fancy
digging.

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

- You know, like we was at sea..
- Oh, shut up.

What's that doctor's name in
Churchtown?

Dr. Neville.

Well, for my dough,
that's a long way to go

for that price cuttin'
son of a bozo.

All he did is nick his gourd.

Goodbye, darling. Come on, Tiny.
Help me gas my plane.

Hurry, Johnny.

Oh, you're always
gassing the plane.

He'll be dead before morning,
and you won't be back until..

- I'll be back by midnight.
- Yes.

But can you land on the lake
in the dark?

Sure, it'll be bright tonight.
There's a full moon.

Moon or no moon.
It's three-to-one you crack up.

- It's a bet.
- How much?

- A buck.
- Ha-ha. Make it two bucks.

- Right.
- Two bucks. Let's go.

- Well, how is he?
- I can't tell.

He seems the same.

Well, he's better off
than Johnny's gonna be

if he tries to land under
this ceiling.

- Well, he'll turn back.
- You don't know Johnny.

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

We're gonna need all hands.

You, your father, myself
and a couple of Indians.

- Dad can get the Indians.
- Okay, then let's get started.

I've gotta build a raft,
we need some gas

so?, go and roust your
old man out, kid.

We may as well do it now.

It's a murky filthy mess.
It looks like it'll choke you.

We got just 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, it'll only be
to fall prey to angina

sclerosis or one of the other
ills of age.

- Wanna go on?
- By all means.

Why don't you tell me
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! 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 'em.

Four good ships in the air,
two in reserve.

Then you got a real airline.

I told those bankers
in Winnipeg...

Johnny, don't you think
the doctor better stay here?

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

Ah, he'll be alright,
besides the doctor's

gotta get back
to Churchtown.

He's got a couple of
pneumonia cases.

Just as same,
I'd feel better if he was.

Don't worry about him.
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.

Darling, those bankers told me
that if I had a good winter

we could start that
airline in spring.

- Oh, that'll be fine.
- I'll say it will.

Scheduled flights, mechanics to
take care of the work

an agent to line up
the 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 tonight?
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?
- Sure, 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 and..

Oh, 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. Johnny Dutton isn't gonna
start housekeeping

in the cabin of a bush
pilot's plane.

She's gonna have a real home,
with electric lights, plumbing

soft furniture,
and right near the home port.

And waterways on the Christina?

And 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?
- Yeah, I think I will.

It's been a long night. Emily,
keep the young man off his feet

and he'll be alright
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 all that trouble'

'and dishing me out of a bet.'

And me getting sick 'cause
you had a bone

taken out of your head.

I...

"Port Wilson Mining Company.
See about September 1st."

Port Wilson Mining Company.

Well, well, well, well!

'Johnny, be sure
and 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.

Remember,
the plane's no good without it.

- Goodbye, darling.
- Goodbye, Johnny.

Tiny, help Emily take care
of his nibs.

By the way, Johnny,
stop at Port Wilson

and see the mine superintendent.

What for?

Well, I kind of got a hunch
he might have some 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.

I'm sure glad you're staying.

There'll be a lot of things
to do.

Oh, you mean work, huh?

With a sick man in the house,
there'll be more dishes to wash.

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?

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

Say, tell me something, Emily.

How does a fella keep from
going absolutely

and completely
incurably nuts around here?

I thought you liked it here.

Oh, two more weeks and I'll be
shaking hand with myself.

Well,
it's not a nice thing to say.

Well, now, you're not going
to tell me that

you wouldn't leave the old
homestead if you had a chance.

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

and I'm going to do everything
that 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 know,
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
five deep outside your door.

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

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

Yeah, that could be.

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

Didn't I tell you that
"honeymoon under

the bright lights"
stuff is just 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 he's kissing her.

Nobody but a
bush-leaguer would have to.

I suppose you wouldn't?

There's no fun in just
supposing.

You want to 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.

And there's the bill
for the stabilizer you owe us.

Oh. Put 'em away, chump.
Put 'em away.

You'd have done
exactly the same thing to me

that I did to you
if you'd known how.

Hold it, Tiny.

What do you got lined up
for the winter, MacLean?

Well, I've been doing some
promoting.

Something always turns up.

I'll let you and your pals
find the job

and I'll keep taking 'em away
from you.

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

I'll cut you in with Tiny
and me.

Oh, 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 the supplies in
and the concentrates out.

Dynamite and concentrate.

You'll do anything
to get that airline, won't you?

- That's right.
- That's his 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
what I'm talking about, he does.

Yeah.. Who? Me?

Now let's get this straight.
I offered you this job because

you're a good flyer,
and because you owe us money.

Personally, I'd rather have
any other flyer in Canada

than a price-cutting,
job-stealing..

Job-stealing? Job-stealing?

Wait. Wait a minute. Spread out.

Boys, break it up.

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

I want to talk to you
for more than a minute.

I didn't say anything
about swiping your notebook.

What if I had,
with the exception

of the job at Port Wilson?

Half the other jobs were his,
he lined them up himself.

Alright. So we all agree
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 going to
marry Emily.

Hm, marry him, huh?

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

Yeah, which makes him more
of a dope than I thought he was.

Some good friend ought to tell
him she's just the kind

of a gal that'd run 'em ragged.

Listen, about that
I don't know from nothin'.

But I do know you're chiseling
on a guy who saved your life.

Oh, saved my life.
He brought me a doctor.

Would any flyer 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.

And that, my friend, is the
story of how the intrepid flyer

brought the doctor
to the dying patient.

Well, how do you think the
doctor got here? On a streetcar?

No.

You fellas make enough money
to save some of it.

I'm with you
on that Port Wilson job.

Well, uh, that's fine.

I want to be there for the bang
when you land

your first load of nitro,
I'll pack my stuff.

You sure you're strong enough?

Dad, get the supplies out
of the store, will you?

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?

Brian, you shouldn't have taken
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're
plenty jobs to be found.

Or we could go to Ottawa
or New York.

Don't you think you ought
to take

your friends into your
confidence?

What do you mean?

Why didn't you didn't tell me
what Johnny went through

to get that doctor here?

Oh, just because
I'll marry Johnny some day

what's that got to do with
you and me?

Just about everything.

- So long, sweet.
- Brian.

Brian!

-'Can you see him?'
- 'What?'

- No sign of him yet?
- What?

The wind is coming from
all directions.

What were you yelling at me?
I couldn't hear a thing.

I was asking, can you see him?

No, you can't see ten feet
in that rain.

Hello, operator,
put me through to number four.

Hey, don't take those off.
Get out there on the roof.

- But you can't see anything.
- But you can listen, can't you?

No, if I couldn't hear you
yelling at me

I certainly couldn't hear him.

Will you.. Hello. Larson?

MacLean.
Any sign of Johnny yet?

Well, keep watching, will you?

Now go on,
get out there on the roof.

But if I can't see
and I can't hear..

Well, maybe the wind will die
down. Maybe the rain will stop.

- Who knows? 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 studying the
wildlife. Where do you think?

Hasn't he returned from Mercer?

Shut up. Hank? MacLean.

Have you seen any sign of
Johnny's plane yet?

Well, keep watching,
will you?

Yeah? When?

Well, why didn't you call me?

Alright. Alright.

- He just passed number three.
- Oh, that's good.

Go out and get those
smoke fires going?

What, in this rain?

He's got to know the direction
of the ground wind.

Wave your hat or point your
finger or something. Go on.

Hello? Hello?
Oh, come on. Come on.

- Is Dutton in any real danger?
- Oh, no. No.

A half a ton of nitro behind
him, a storm all 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 two.

And, and call me back.

Yeah? Uh, no, no.
Not yet.

I brought the money
for the season's work.

There.
Does that make you feel better?

Oh, yes. 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.

It you just sign this receipt..

You sign it, I can't write.

- Mr. MacLean, I..
- Pipe down!

Really, Mr. MacLean,
as superintendent

of the company
I demand a little...

Shut up!

There's a plane circling
overhead.

I think it must be Johnny.
I'm going down 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?

Yes, except to take me
to number five

and the engineer to number six.

We'll get you there just as soon
as the weather clears.

Thanks. It's been a very
pleasant association.

Ah-hah! Simply divine.

Well, what leg a trip had ye?

What kind of a trip
did you have?

It's a little damp out,
or haven't you noticed?

- I wasn't paying any attention.
- You weren't paying attention?

You mean to tell me
you made me stay on that while

you were down here
burning up that phone?

I thought I saw Nolan leaving.

Yeah, he brought up the winter's
graft. There it is.

Oh, real money. Look at that.

Four thousand a piece.

There's yours, Tiny.

- Brian.
- Better count it.

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

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

Somebody's gotta take Nolan down
to number five and somebody else

has to ferry that jerk engineer
down to number six.

Well, that's simple.
Let's cut for it.

- Right.
- Right. Two low men. Huh?

- Alright.
- I'll get the cards here.

- Go ahead.
- Ready?

- 'That does it.'
- You're it.

Well, boys,
I'm off in the morning.

If you want me,
I'll be the drunkest man

in the biggest hotel in Ottawa.

Yeah, and 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 fellas wouldn't like to
stick around for a wedding?

- Would you? Mine.
- Whose?

It'd be great for me.
But I doubt if his nibs will.

You know, if he had his choice
between whiskeys and weddings

he'd take the whiskeys.

I'm going to fly up to Lac Vert
Sunday to marry Emily.

- You're going to marry Emily?
- Yep.

What happens to the airline?

I'll pick up my brand-new
second-hand planes

in Ottawa on the honeymoon.

Hm. You marry Emily and..

Will you pass the cow, please?

- Yeah.
- Thanks.

Marry Emily and what?

You 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 it out and
plan it out all winter long.

I've watched you risk your fool
neck a hundred times

to get the $4000
to start it with.

- So what?
- So what?

You give Emily a whack
at that four grand

and it'll go for gimcracks
and fancy dresses.

Everything but the airline.
She'll see to that.

Don't you think
you've said enough?

- I haven't said half...
- Shut up.

He was only 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 certainly
a business-like shellacking.

That won't stop him from
marrying her.

No?
Well, there is one other way.

Brian!

Take your tie, 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.

Want to 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 alright.
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.

You know,
every time you open your mouth

you lose a dime off your tip,
you know that, don't you?

One more crack
and I'd owe you money, eh?

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 going to unpack
and change my clothes.

And setups for eight.

Yeah. 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.

- Hiya, Johnny.
- Where is she?

Room service, please.

Ah, make that setups for 12,
will you?

Yeah.

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

Brian.

- Brian.
- Change your clothes.

You're going back
to Lac Vert with me.

You leave me alone.
I'm not going back.

We're married.

- Are you hurt?
- No.

- I'm alright.
- 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.
- Thanks.

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 ever 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?

Out.

Well, I've been calling
the police station.

Hospitals. Everywhere.

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

Well, you must know, I've been
out looking for Johnny.

And what did you want
from Johnny? Another beating?

Unh-unh. I was going to try
explain to him

why I married you.

Why did you if you're going to
treat me like this?

So Johnny couldn't.

You see, you'd have put Johnny
behind the eight ball

and kept him there,
but 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?"
- Mm-hmm. 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,
good-for-nothing..

Oh, now, don't say
those mean, harsh things

to your brand-new husband.

People might think
we're not getting along.

Goodbye.

Oh, and 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.

Yeah. What an army
they must have, huh?

Well, they jolly well ought to,
they've spent all their time

and money on it to 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 going to be
a long push, isn't it?

General Mo 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 alright.

- I'm depressed.
- Uh-oh.

Anybody got a cigarette?

- Yes. Everybody but you.
- Thanks.

On your feet, men.

- Brian.
- He is that pirate.

Well, how have you been
and where have you been?

- Up around Mistassini.
- You boys know MacLean.

Yeah, I've met him
but I don't like him.

You don't like him? You should
know how I don't like him.

Now, why do you say that?

You know, I've always been very
happy to see you.

Look at Tiny, he never used to
like me either. Now he hates me.

- Willie.
- Hello. Happy landing.

Oh. Come on and sit down.
Come on. Come on here.

Listen, Willie, we want four
black coffees and some cake.

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

Now tell me, where is Johnny?

I don't know.
I haven't seen him.

I thought you'd be helping run
that airline by now.

Oh, no. I haven't seen him since
Port Wilson.

I waited to for him to come back
with Emily and marry her

so I could be best man,
but he didn't come back.

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

Now, look, you boys interested
in a proposition?

Whose back teeth
did you steal now?

Now, now, be big.

Look, I've got a little contract
pegged out.

Flying a stand mill
a piece at a time.

Now, my plane isn't big enough
to handle the job

so if you boys want to chip in a
couple of hundred bucks apiece

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

Oh, a couple of hundred bucks.
Is there that much money?

How should I know?

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

Well, the last time I saw you,
we both had 4000.

What happened to yours?

- How about you plutocrats?
- I have no money.

And he's trying to borrow it.

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

- 'Sir?'
- Ah, coffee.

- Quiet, please. Quiet.
- 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.'

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

I don't know how you feel,
gentlemen

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

As a matter of fact,
looking about me

I think we'd all benefit
by a change.

Correct me if I'm wrong,
gentlemen

but I seem to have heard
something about

a government station at Uplands.

That's the rumor.

Well, gentlemen,
what are we going to do?

Waste the rest of
the evening here?

Oh, Willie,
got change for a watch?

'Hold it. I hold it
for you. Happy landing.'

- So long, Willie.
- 'So long.'

- That's funny.
- What is it?

Four civilian aircraft, sir

as though they're coming in
for a landing.

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

Yes, sir.

Give me the chief flying
instructor, please.

What? No band?
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.

Ah, give me one of them
and a bottle of wine

and I finish the war.

And tell your mothers
you saw some fliers.

'Alright, men,
don't crowd here. Get to work.'

Come on, Scrounger,
get in formation.

Carry on.
What's the trouble?

What are these aircraft
doing here?

We just dropped in to see if
you could use some good fliers.

Well, the place to apply
for the air force

is the nearest
recruiting center.

So I think you'd better take
your aircraft off this tarmac.

Well, they're not in the way.
Why can't we just pass...

- Sergeant major.
- 'Sir?'

If these aircraft are not
removed in five minutes

put these men under arrest

for trespassing
on government property.

- '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. Hurry up.

And I thought
that they wanted fliers.

They don't even
seem to be interested.

Step into it. 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 soon find out who we are
if you don't get going.

Fyffe, get those planes
off the field.

Yes, sir.
Now, hurry up. Hurry up.

Get going. Get out of here.

That-that changes it.
That changes everything.

- Hurry it up. Hurry it up.
- Oh, Scrounger!

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

I see from your
medical history sheets

that you're all pretty fit.

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

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

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

- 'Mr. Burton?'
- Ah, 16 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.

Well, I'm afraid
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, sir.

Thank you, Corporal Harley.
That's all.

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

Have a cigarette.
Sit down.

Ah, you fellows have been
sent up to training division

because of your lengthy
flying experience.

There's Mr. Bradley
and Mr. Hunter. Airlines.

The rest of you,
bush flying.

Now, 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... '

Now, just a minute, please.

What kind of a runaround
are you giving us?

This is no runaround.

You're being offered
a chance to take the service

training course for instructor
and become a vital part

of the British Commonwealth
Air Training Plan.

But I signed up
because I wanted to fight.

Yeah, me too.

None of this
kindergarten-teacher for stuff.

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

Well, thanks very much, general.

Now 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
in the bush all winter

and certainly
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,
back of a desk

know about piloting a plane?

Our exhaustive medical research
has shown...

Exhaustive medical bourgeoisie.

Why don't you paper form
geniuses turn the air force

over to the fliers and go back
home where you belong?

I can't, Mr. MacLean.

You see,
my home was in Coventry.

- I'm sorry.
- That's alright.

But unfortunately,
our medical research is correct.

I happen to know.

I may be what you regard
as a chair warmer now

but only a few months ago,
I was flying with my squadron

on regular 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
and the next thing I knew'

I was hurtling down with
half my tail plane 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.

Alright. Out of that truck.
Right up, men. Step lively.

'Right up, men. Come on.'

I'll never get
my arms up that high.

I have a feeling this is going
to be my permanent address.

You mean
you're going to be buried here?

Come along, you men.
Join the rest of the crew.

'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 these
air force planes

so they got to keep
marching us around

till they wear your legs off
to the knees.

'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.

Nevertheless your instructor
will have to treat you

as if you were practically
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? Plane 77.
- Sir.

- 'MacLean? Plane 42."
- Sir.

- Witchell? Plane 86.
- Yes, sir?

- Lebec? Plane 14.
- Yes, sir.

- 'Murphy? Plane 15.'
- Yes.

- 'Goloshoroy? Plane 45.'
- Yes, sir.

MacLean reporting, sir.

Well, Johnny.
What happened to the airline?

What are you doing here?

They think they're going to 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 tum to the right,
MacLean.

Yes, sir.

- What leg a trip had ye?
- What?

Anything else
you want me to show you?

Yeah, a slow turn to the right.

You may be great circus flyer
but you have to learn

how to fly in formation
whether you like it or not.

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

- A slow turn to the right.
- Ah-huh.

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 alright.
- 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 a good pilot. But he can't
explain how he does it.

- His paperwork is adequate.
- He's not the instructor type.

All he wants to do
is to get across and fight.

Don't we all?

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

He can fly circles around
anyone here at this station.

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 alright.

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 got to
get on top of your enemy.

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

You'll develop an instinct for
it and when you get it, use it.

Let's make another run, sir.
I've half a belt-full left.

Alright, we'll do one
starting at 800 feet, right?

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

Well, I've been chauffeuring you
target-splashers

for the last three months
and I haven't seen better.

Well, that's very encouraging
to hear, sir.

Chief pilot's compliments, sir.

Will you report to the new
Flight commander's

office at once, sir.

- Another one? Mm.
- 'Yes, sir.'

You can write your name
on the target tomorrow.

No, thank you, sir.

Been paying respects
to the new boss?

What's he like?
Another spit-and-polish fanatic?

No. Seems pretty regular.

That's strange coming from you.

- Flying Officer MacLean, sir.
- Hello.

Well, so you're the new boss.

What are you doing?
Following me around?

I don't think
I have to tell you.

If I could help it,
I wouldn't even be

in the same province with you.

I suppose you had
a juicy account

of all my shortcomings
from Richards?

How I undermine dial readers

by telling them to fly with
the seats to their pants.

- He mentioned it.
- Mm-hmm.

It won't have any trouble
on that score.

Now, look, you know, the only
way to teach kids to fly..

Is to teach them to obey orders

and fly according to
the service training plan.

And it's your job and mine
to keep it working.

I don't like red tape
anymore than you do.

But this instinct-flying patter
you hand the students

will only tear down
our whole training system.

You've got to stop it.

Oh, might've known you'd make
noise like a brass hat.

What do I do?
Hand in my resignation?

Or wait for you to have me
kicked out?

You do your job
according to RCAF rules.

And I'll do mine. That's all.

Yes, sir.

Computed height, 6200 feet.

Computed air speed, 185 mph.

Right.

Left. Left.

Steady.

- 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 one bomb gone.

On target.

Number two bomb gone.

Number three bomb gone.

Number four 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.

Well, if I don't report
a better score

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
this morning

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 a little sooner, sir?

We're coming awful 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, sir.

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!

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 four 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
6-2-7-8J, property of the Crown.

Therefore, the finding
of this court-martial is

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.
They're all the latest news..

Say, is there any gents
in the backroom?

Can't you hear them?

You think they would want to buy
papers?

They might.
They've been there all day.

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

- 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 seat of my pants.

Because I'm too old.

They say you got to 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.

And 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.

Oh, 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.

Men... 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,
you will be,

and we all envy you, in 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..'

'...you men from the British
Isles..'

'...along with our Canadians'

'you 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.

- 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 airplanes.

Very good, sir.

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

Now you're showing 'em, 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.

Hey, look.

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
his civilian license.

Well, flying's the
only thing he knows.

With his license gone,
what he's going to 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 at once.

- What's up?
- I don't know.

But it's something
pretty urgent.

They want all available
staff pilots

and instructors right away.

You officers from Upland?

Wait a minute, Johnny.

You heard what the
provost marshal said.

Don't go.

Please sit down.

Please.

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.

What are you trying to say?

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 the
morning after we were married.

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

He 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.

Thanks.

Those are your orders,
gentlemen.

Very good, sir.

Well, come on, old man.
Things seem to be popping.

My first real dinner
with trimmings in a month

and I never got past the shrimp.

- Waiter.
- Yes. Sir.

The check, please.
For this gentleman.

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?
- Yes, sir.

- Flight Lieutenant Ainsley?
- Yes, sir.

- Flight Lieutenant Anderson?
- Sir.

- Flight Lieutenant Lebec.
- Yes, sir.

- Flying Officer Benson?
- 'Yes, sir.'

- Flying Officer Durant?
- 'Yes, sir.'

- Flying Officer Fitzgerald.
- Here, sir.

- Flying Officer Nolan.
- 'Here, sir.'

- And Flying Officer Olsen.
- 'Here, sir.'

I beg your pardon, sir.

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

- You didn't.
- But, sir?

Flight Lieutenant Harris

it's obvious we can't completely
un-man 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?
- 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.

Okay, 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 off.

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.'

Now, each squadron, in command
of a squadron leader

will consists of five flights
of five bombers each.

Number one of each flight
will be in charge

of flight lieutenant.

Numbers two and three will be
flown by RCAF personnel

and numbers four and
five by civilian pilots.

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

Carry on then, and good luck.

Thank you, sir.

See you in the..

- 'Walter Billings?'
- 'Yes, sir.'

- 'Dumont?'
- 'Here. Here. Yes, sir.'

You're with
Flight Lieutenant James.

- Holdsworth. Norman Holdsworth.
- Here, sir.

- Monroe. Robert Monroe.
- Right here.

Go with Flight Lieutenant Holt.

- Alright, boys.
- Henderson.

- Richard Henderson?
- Yes, sir.

- Crowley. Martin Crowley?
- Yes, sir.

'You're with Flight
Lieutenant Tucker.'

"Gent, come with me.'

- Clanbrook. Philip Clanbrook.
- 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 two pilots.

- Alright, fellas, 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 on the field.

Very good, sir.

'McCord? William McCord?
Go with..'

I want to 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.

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.

Not anybody. So I took his
papers and here I am.

And there's only one
thing that's important.

That I fly that bomber.

Are you going to stop me?

Nobody's going to 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.

And listen,
Mr. Francis Patrick Murphy

if you don't keep your
eyes on those dials

I'm going to 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.

Okay, give him the allis light.

Here we are.

Hmm. We're making better
time than I thought.

Must have a strong tailwind
at this height.

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 thing

and get yourself some sleep?

No. I'm not tired.

Besides, I don't want to 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.

Well, 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'

'you'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.

Six-twelve.

We're only a couple
of hours out.

Fish and chips for tea, my lads.

Cigarette?

- Yours?
- No, yours.

Oh. Thank you.

I say, oh boy, take a good
look at me. Will you?

Oh, Scrounger, that's
asking too much.

No, no, no, seriously.

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

- Got it?
- Mm-hmm, 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.

Coffee.

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

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.

And that's just why
they don't put any

fighting equipment
in these ships.

They want to get them
to England, not have fellas

like you flying 'em off
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, uh..
Well, it's England.

Maybe 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.

Oh, 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 is, but nice.

You know, all the things

you remember when you
think about England.

Funny. I had a hunch I was
never going to 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.

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 alright.
He just got my cigarette.

Scrounger. 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 going to hold still
for that, are we, Scrounger?

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.

Brian.

I think he's on to us,
Scrounger.

Hold still, heinie.

Bearing 020 degrees.

The landfall bearing
020 degrees.

Straight ahead of you,
gentlemen... is 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.