Billie Dupree is a flight instructor at an old Texas airport. When a young girl in a wheelchair finds the airport by watching gliders fly, she decides she wants to learn how to fly. Dupree teaches her to fly with some special controls compensating for her handicap. Koup Trenton runs an aircraft repair service and is trying desperately to get an old airplane back in the air. The three, together, put the young girl and the old plane up in the air.

• Anson Productions
• Major H Productions
• Bette Davis
• Howard Hesseman
• Suzy Barbieri
• Marion Ross
• Clu Gulager
• Ben Marley
• Lisa Whelchel
• Irma P. Hall