Unofficial Mission! Unconventional Tactics! Unbelievable Courage!

U.S. Air Force Brigadier General Charles 'Chappy' Sinclair and his friends Ernst Leichmann, Palmer and Horikoshi run a classic World War II aircraft exhibition at an air show, where they stage dogfights by shooting each other with paint pellets and are "shot down" by landing with smoke emissions. Upon hearing that an old friend named Ramon Morales was killed in a crash in the Gulf of Mexico, Chappy is … mehrsummoned to Lethridge Air Force Base in Brownsville, Texas, where the remains of Ramon's plane are being examined. Chappy mentions that among Ramon's surviving family members are his sister Anna, who graduated from UCLA on an athletic scholarship, and his father, the mayor of a small Peruvian village. It is discovered that Ramon was shot down while carrying several kilograms of cocaine, which places this case under DEA jurisdiction.

Meanwhile, in Izquitos Village in Peru, former Nazi captain Gustav Kleiss runs a drug cartel while holding Anna, the mayor's daughter, hostage. He is also being aided by USAF General Simms in delivering the drugs overseas. Simms has secretly sided with Kleiss after being informed that his airbase is to be closed down in a matter of months and his forces will be transferred to other bases, and that his command will be terminated and he desires to use his cut on a lavish retirement. As the cartel begins to smuggle their contraband in barrels disguised as U.S. Air Force property, Anna breaks free from her prison and sneaks into the cartel's cargo plane, telling her father she will return with help. After the plane lands in Lethridge, she meets up with Chappy, who informs her that Ramon was killed. She then begs for his help, as Kleiss will kill her family and everyone in the village in four days. Chappy goes to DEA Agent Warren Crawford, who offers to help him if Anna can pinpoint the cartel's location.

During an air exhibition, Chappy's P-38 Lightning is damaged after Leichman's Bf 109 is sabotaged with some live ammunition mixed with the paint rounds, nearly killing Chappy if not for his well-executed emergency landing. Seeing that someone in the Air Force wants him out of the equation, he and his flight team rush to Anna's apartment, where she gives him the location of Kleiss' cartel. The information is handed to Crawford, who finds nothing from surveillance cameras. Following Ramon's funeral, Chappy's friends decide to join him on his flight to Peru. Chappy also convinces air show promoter Stockman to loan him the four World War II planes, promising to return them without a scratch. For this mission, the planes are retrofitted with laser-guided missiles, with Anna providing the targeting from the ground.

Anna and Stockman land in Peru, only to discover that Tee Vee, her landlord, has stowed away during the flight. The mission is compromised when Tee Vee is caught and he and the laser targeting equipment are taken back into the hideout, prompting Kleiss to order his fighter planes to scramble and shoot down the four veteran aces. As the aces fend off the enemy jets, Anna sneaks into the prison compound, frees Tee Vee and recovers the equipment, while at the same time rallies the villagers to revolt against the cartel. Palmer's Spitfire is shot down during a dogfight, but Chappy manages to destroy the cocaine factory. As Simms takes off with a shipment in his cargo aircraft, DEA helicopters led by Warren arrive to assist the aces. Meanwhile, Anna has the villagers safe in the church, only to find out that it has been rigged with explosives. The villagers escape before the church is blown up.

Chappy and Horikoshi pursue the cargo aircraft. After sustaining heavy damage, Horikoshi's Mitsubishi Zero does a kamikaze run that destroys the cargo aircraft, killing himself and Simms. Kleiss arrives at the scene with a prototype Messerschmitt 263, shooting down Leichmann's aircraft. Chappy, however, outsmarts Kleiss with an inverted roll aided by booster rockets before destroying the prototype jet. Kleiss ejects from his jet and lands in the jungle, where he attempts to bribe Anna into taking the jeep behind her, only to be impaled by a spring-loaded Punji stick trap.

Back in Texas, Chappy, Anna and the surviving aces celebrate with a barbecue. Stockman informs Chappy that the Air Force has given him a fleet of mothballed F-86 Sabres to replace the destroyed aircraft, and for him to shut up about the cartel incident. Chappy is also told that the P-38 Lightning is now his; he decides to name it "Shadow Warrior" in honor of Horikoshi. weniger