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James Cagney's look-alike brother, William, co-stars as one half of a prank-loving duo (Edward Nugent plays the other half) who pass time in the Air Force by playing practical jokes on each other. But nobody's laughing when the arrival of a beautiful woman (June Collyer) threatens to tear their friendship apart. Before she can decide which flyboy gets her heart, a misfired stunt with a weather balloon sends them both into the stratosphere.