While Chappy Sinclair is saddled with a bunch of misfits and delinquents for his flight school, he turns to his protégé Doug Masters to assist him in rounding them into shape for an important competition. During their training, they stumble upon a group of subversive air force officers who are dealing in toxic waste as a sideline.
Charles 'Chappy' Sinclair

Doug Masters

Wheeler
Peter Kane
Dana Osborne
Malcolm Porter

Kitty Shaw

Rudy Marlowe

Wilcox

Amanda Kirke

Sgt. Osgood

Gen. Kettle

Luther Penrose

Maj. Pierce

Cpl. Fincher

Capt. McQuade

Amn. Cameron
Col. Birkett
Lt. Mara