While Chappy Sinclair is saddled with a bunch of misfits and delinquents for his flight school, he turns to his protégé Doug Masters to assist him in rounding them into shape for an important competition. During their training, they stumble upon a group of subversive air force officers who are dealing in toxic waste as a sideline.

• Trimark Pictures
• Norstar Entertainment
• Louis Gossett Jr.
• Jason Cadieux
• Joanne Vannicola
• Max Piersig
• Karen Gayle
• Ross Hull
• Rachel Blanchard
• Dominic Zamprogna