College boy Taylor has his first flying lesson. He's not impressed with his tutor Henry, who seems to have the values and attitudes of a 1930's aviator. The duo soon find themselves in all kinds of trouble though when Henry's famed past lands them as unwilling contestants on a sadistic game show. They escape through cunning and skill, which ends in a climactic and spectacular space battle. Upon watching Henry really fly his ship, Taylor begins to have a new founded respect for him.