Flight instructor Jeff Burke and his student pilot, Pete Sunderland are unhappy with their lives. Jeff is divorced and miserable in the Los Angeles singles world; Pete is the son of a wealthy arms dealer of questionable repute. The men are vastly different from each other in their backgrounds, but after they take off on a nationwide flying-teaching adventure they find they have much in common. When an accident lands them near South Dakota Indian reservations they use their skills to help improve the lives of impoverished Native Americans.
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