- Maverick WW2 Marine aviator forms his own fighter squadron.
- Former U.S. Marine pilot Greg "Pappy" Boyington is flying with the American Volunteer Group (the Flying Tigers) in China. After Pearl Harbor brings America into World War II, Greg leaves the AVG to rejoin the Marine Corps. He refuses to be relegated to a desk job and, against all military protocol, forms his own fighter squadron from a group of misfits and disciplinary cases.—yortsnave
- Opens with Newsreel about the pilots who helped China against Japanese invasion. Pappy is laying in a hospital bed bandaged on his head, one arm and both legs, two men show up in his room and help him leave his hospital room to attend the wedding of his wingman to an Indian girl he met in Calcutta. Just as the wedding beginsthe Japanese begin a bombing run. Pappy and the doctor jump into a fox hole; next scene Pappy is back in bed when the General who owes him money for his service in China comes to visit and refuses to payPappy his due. Pappy steals one of the General's airplanes to go back to Calcuttato get a promised Major commission, but soon is tailed and engagedby a couple of Zeros. Pappy makes fairly short work of them but soon finds he is out of fueland is forced to land the plane in the field of some Indian farmers. He hitches a ride to Calcutta where he reports to the hospital there. A Col. gives Pappy a hard time while he is laying in his new hospital bed, informing Pappy that he will be put behind a desk for the duration of his stay. Pappy uses his ever present dog as a ploy to get on an earlier flight from Calcutta to try to strighten out the mess made with his rank (he was reinstated as a 2nd Lt.) it works and he is off to the South Pacific. A newsreel shows the fall of Bataan and the problems of the US pilots. Pappy reports to Col. Lard, who gives Pappy a quick dressing down. When confronted with the morning report which accts all the little lies Pappy told to get there, Pappy is able to explain away mostof the 'lies' as errors, but Lard doesn't seem to buy it. Lard puts Pappy under House Arrest untilhe can straighten things out. An aide picks up the phone for Adm. Nibits and its Pappy calling (pretending to be Nibbits son Teddy)but when questioned about it Pappy talks his way out of trouble again. Pappy talks to the Adm. about his commission; when the Adm. realizes that Pappy couldn't possibly have talked to his son Pappy pretends that there is static on the line and talks the Adm into admending his papers so that he can get his Majors Commission. Pappy is laying in bed, sleeping off a drinking binge, when a man walks into his quarters and finds the empty bottle on his desk. He wakes up Pappy looking for the dog. The man is from general HQ, he begins giving Pappy some advice on how to behave-but nicer than a dressing down-- Pappy doesn't take it well. The man turns out to be Gen. Moore, who Pappy is ready to physically throw out the door, but the Gen. takes it well. and offers Pappy a drink. Gen. Moore talks to Pappy about possibly helping him get out of trouble, but there is no way he can help him fly again. But the Gen. likes him, even lets Pappy keep his dog, although its against regs. Pappy's commission comes thru and the Gen hands Pappy his clusters. Pappy is sitting at a desk and meets Larry Casey, another desk jockey; Larry is fresh from handling the Court Martials of fellow marines but is uncomfortable with it, so Pappy switches with Larry so that Larry is doing supplies and Pappy is handling the Courts Martial. Pappy tells Larry about his plans to form his own squadron without Pentagon approval. Larry is a little hesitant about it, but Pappy talks him into it. Pappy is laying in bed going over the files of potential pilots for his squadron. Pappy & Larry pull up to an officers club and the pilots are sitting around drinking. Pappy calls them to order and "marches" them to a secluded supply depot where he hangs a sign reading "Do Not Enter: Temporary Milaria Infestation". Lt. TJ Wiley recognizes the cases of scotch he had stolen . Pappy explains to the menabout how he is going to form his own squad, and that if they don't join they will be court martialed as planned. Lt. James tries to knock Pappy on his butt and a fight insues. During the fight, three jees of MPs show up at the warehouse and despite the sign enter the building and are quickly trounsed by the pilots inside. Acting as a team they move out all the boxes of scotch and steal the three jeeps, driving along the beach...where Pappy picks up the fight against James again. They both end up sitting in exhaustion on the sand and Pappy says he has had enough; Gutterman (James) asks how Pappy is going to form a squad without authorization. Pappy says he is going to steal one. The men decide to fly with Pappy. Col. Lard finds out that none of the Courts Martial have not gone thru so he goes to Larry to find out what is going on, and finds out that Pappy & Larry switched work loads. Pappy explains to the Col. that he did not file any of the charges, all of them for the last 3 months. Pappy and Larry decide they need to move up the plans for starting their squad. Col Lard threatens to ship Pappy out. Pappy and Gutterman go to general HQ and Pappy pretends to be ranking medical officer to find a squadron who's planes he can steal. Gutterman is in charge of finding an island where the squadron can base at. Pappy convinces the Lt. on duty that squad 214 has an epidemic of Malaria and they need to be quarrentined. Pappy and Gutterman meet up and Pappy learns of an island that has two airstips and that it has a hospital on the island...with nurses. Pappy has arranged to have the entire 214 squadron quarrentined for 14 days. Pappy sends a bottle of scotch to Gen. Moore, Pappy invites Gen Moore to a luau he has set up with the nurses, but the Gen knows that Pappy is up to something, but he wants to hang with the girls--the general removes his stars and goes to the luau. Pappy 'pumps' one of the nurses for information about Villa La Cava (the island), Pappy puts his medical pin back on his collar to score with the nurse. Pappy informs the Gen his plans about his squadron--and Gen Moore seems understanding about the new squadron. Pappy explains about who he will get to be pilots. Gen Moore explains that he knows the pilots Pappy has in mind and gets a good laugh out of it. The Gen. goes along with it for the 2 weeks that Pappy needs. Pappy names the squad "The Blacksheep". An plane takes off and inside are the squadron, the pilots learn that most of the nurses feel they are engaged to Jim Reese, a doctor on Villa La Cava. Pappy expains, via voice over, that squad 214 has no kills and that they lost 6 planes. A new transport shows up with the 'real' squad 214 but the CO of the squad is not happy that they are being quarentined for 2 weeks. Pappy tells who the flight leaders are and explains about the little red button on the planes stick-shift, that it fires real bullets and they need to be careful they don't shoot each other. The squad climbs into the planes and take off, some waggle during take off, others do it without an issue. Pappy talks over the radio to the guys and begins to teach them how to fly, telling them that he knows how to take out the zeros with the planes they have. TJ accidentally shoots Gutterman's plane, damage is done to Guttermanj's plane making him roll into a slow right-hand turn. Pappy guides Gutterman down, leaving the other pilots to fl themselves to the air strip, where they are met by the nurses. Gutterman crash lands his plane, Larry commenders a jeep to pick Gutterman up. When Gutterman gets back to the squad he starts a fight with TJ, where Pappy starts to take bets on the fight instead of breaking it up. The fight ends in both pilots face down in the dirt so all bets are off. A jeep pulls up driven by Head Nurse, who informs everyone that the base is off limits to the nurse s. Pappy tells the squad their first mission is to blow up a Japanese airstrip. Dr. Jim Reese shows up to report a contion of Gutterman and T J, he informs Pappy that there is an officer coming who is out to get Pappy. The squad assembles at night outside the hospital, where we hear whispering and lights going off. Next we hear the Head Nurse yelling for who ever was supposed to be on duty. The next day pilots are in their planes and taking off, Pappy voice over tells about the reason for the mission, and Pappy gives some last minute flight instruction to the squad. Pappy tells the squads about the reason they fly in pairs to defeat the Zeros. KC & French are paired up Pappy is not pleased. with what he sees, but he says they are gettingbetter. Pappy fives a new heading of 256. TJ & Gutterman are at each other again, TJ feeling that Gutterman is too close to his wing. The squad begins their striffing of the airstrip, the Japanese fire back with their antiair guns, TJ comes in too low and loses 2 ft off his wing tip. Gutterman sticks with him to make sure he lands safely. Pappy takes the rest of the squad home while TJ and Gutterman go to the nearest base. When Pappy returns he finds Col. Lard waiting for him. Col. Lard lists charges against Pappy, Pappy lists a few that the Col had forgotten. The Col goes over the personale problems with the squadron. Pappy learns that TJ has crash landed his plane but he is fine, Pappy says that in only a few months TJ is a Japanese ace. Pappy physically removes the Col., who draws on Pappy, who in turn releves the Col of his weapon. The Col threatens with throwing Pappy into the brig for insubordination. A plane lands at night and it is Gutterman, he learns that TJ is still on the island, TJ can get a cosair if he can get it fixed. Gutterman tries to talk Pappy into in grounding TJ, but when Pappy says he will take TJ as his wing man, Gutterman says he will keep him then. Gutterman informs Pappy that squad 215 won't get any bomber escorts which means no combat time. Gutterman points out that this is all because Pappy never gave the Col a chance. But Pappy has an idea, to get drunk. we find out that Anderson can make a key to get into the hospital now that the Head Nurse has put a lock on the side-door. Jerry Bragg feels that his 'number is up' so he speaks to Pappy about it on the beach, so Pappy beats Jerry on the beach to make him fight the feeling gone. Pappy goes into the tent and wakes up Gutterman about a way to get the Japanese pilots to "come play"...Pappy says they will be flying in 3 hours before the sun is up. Pappy announces they will be getting up at 0430. Dayligh, planes are taking off. Pappy's voice over tells about how they can't get the Japanese pilots to engage them so he is going to bottrick them into thinking they are bombers going to Guam. Pappy tells them to get on the bomber pilot frequency and talk like bomber pilots...knowing that the Japanese are listening to the frequency. It works. Zeros begin to take off to engage the "bombers"; Pappy then tells everyone to go back to their regular frequency but to hold their flight patterns but get ready to engage. The squad breaks in twos to engage the zeros and the dog fights begin. TJs plane takes several shots on the wing and Gutterman comes to his aid, to which TJ tells Gutterman to stay closer. Archive footage shows some real dogfights of WW2. Pappy's plane takes bullets in the windshield and Pappy finds his pilots are all busy or in trouble with fighting zeros. The Japanese break off and go home, so Pappy does the same with his squad. They got 18 kills total, and no losses. When they land they are met by a news crew confirming the 18 kills. But Pappy is modest about it. He gets the nickname of Pappy from Larry. Col Lard is also there to meet Pappy, who calls Pappy into the command center; Gen Moore show up alswell. Col Lard reads off the charges against Pappy; Pappy informs the Col that if he court martials the squad that he will look really bad. Gen Moore tries to talk the Col. out of it; the Col. refuses to withdraw the charges, putting Pappy under House Arrest again. squad 214 under Pappy had the best air combat record of any marine corps squad.
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