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.

A Milwaukee Women's Health Clinic becomes the battleground between pro-choice activists and right-to-life demonstrators over and Easter Sunday weekend and involves three different women, each representing different sides of the issue.