Maverick WW2 Marine aviator forms his own fighter squadron.

While in temporary command, Lard uses his powers to cut the supply lines to the Black Sheep, in order to have their unit shut down for no combat activity, but Boyington finds a way around that and all the Black Sheep are on leave. Things go awry when Boyington and crew return and finds the man Boyington stole the Corsairs from, now in charge of the 214.

The Japanese have a new special modified armored Zero with the best Japanese pilots in the air. If Pappy or any of his men come up against them they are to disengage and get home. This doesn't sit well with Pappy or the rest of the squadron. Pappy pulls strings and has newly 'returned to service' Ace pilot Doug Rafferty assigned to his squadron. His father is an Admiral...but Jim remembers him from previous missions and believes him to be a jinx. Pappy won't have this kind of superstitious talk going around and tells Jim to keep his mouth shut.

During an early morning strafing attack by Japanese Zeros Pappy manages to shoot one down. After taking the pilot prisoner they begin to discover it's hard to hate him. He has lived in the U.S. and speaks perfect English and begins to warm up to the Squadron. But what Pappy really wants to know is what the sonar device was doing in his plane and what his mission has to do with the Japanese task force which is on the move.

Presumed dead, flying ace Charles Dobson is found afloat on a raft at sea, after being released by the Japanese. The Meatheads try to unlock the secret to why the Japanese have set up shop with anti-aircraft batteries overnight on an island seemingly with no importance. Dobson's strange behavior brings about suspicion in Boyington.

The navy whisks Boyington and other squadron leaders away and tells them to pick five men for a top secret mission where five men from each will have fly until out of gas and ditch in the ocean, hoping to be picked up. Angered, Boyington comes up with an alternate plan and enlists the help of his flying meatball circus. But Boyington isn't sure what is more dangerous, flying a mission over multiple Japanese carriers, or his men butting heads with professionally dressed, by-the-book Navy men.

General MacArthur is visiting everyone in the Pacific and Boyington's men are his next stop. On the day he is suppose to arrive, some Japanese soldiers show up and take everyone captive, with the intent to grab MacArthur. But fortunately Wiley and Casey went fishing so they weren't captured. So they must try and find a way to stop them.

Boyington, just recovered from malaria, gets no volunteers for a dangerous mission after Doc Lindsay tells the Black Sheep to ground Pappy or he'll send him stateside. Pappy decides to fly the mission anyway, with four strangers. After bad weather keeps the replacements from flying in, the mission is scrubbed. To get back into Pappy's good graces, the Black Sheep decide to fly with Pappy, but the mission doesn't go as planned.

A marine Colonel arrives on the island and informs Boyington that he and his squad are going to join him on a raid. Boyington is not pleased when he learns that the Colonel is taking command of his squad so he goes to General Moore who tells him to suck it up. And things between the marines and the black sheep get tense. And when the Colonel pushes them too far, Boyington snaps.

Boyington is looking at facing the court martial Lard has been after, but with the war at a stand still for no apparent reason, Boyington finds out why and plans a mission to bring good graces upon the Black Sheep.

Nothing is fair in love or war when Bragg and Casey both fall for the same pretty nurse.

A movie hero discovers war is different than the way it is portrayed on film when he is sent on a combat mission in order to improve morale.

When French gets flamed in a hailstorm of flak, Pappy guides the pilot to safety but is injured in the process.

Pappy receives an entirely new kind of wound when a nurse that he's fallen for reveals that she's married.

Gutterman breaks under pressure of a hostile air attack, and a mechanic sees his opportunity to takeover the planes...and the men.

When French's father pressures his son to become an ace pilot by downing a fifth plane, Pappy takes a stand against the overeager newspaper publisher.

Friendly fire or fatal strafing? That's the question facing a military court when Pappy is accused by a new Black Sheep pilot.

A new experimental bomber has two generals giving conflicting orders and, unfortunately, Pappy is stuck in the middle.

Twenty-four hours before a planned Marine attack, Pappy and two of his pilots are shot down over a targeted island occupied by enemy soldiers, missionaries, and orphans.

The battle of the sexes lands on the frontline when a Woman's Airforce Pilots squad arrives at the base.

During a Japanese attack, one of the men is killed. Because of the Japanese forces, the Black Sheep and hospital staff are relocated to another island and all of them are re-asigned, but Boyington has a plan to fix everything.

When Pappy has engine trouble during the mission, a lone Japanese fighter challenges the ace pilot to a dangerous duel in the sky.