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The workers on the railroad haven’t been paid in months — that’s because Whitey and his gang, including fast-shooting, dangerous, but likeable Utica Kid, keep holding up the train for its payroll. Grant McLaine, a former railroad employee who was fired in disgrace, is recruited to take the payroll through under cover. A young boy and a shoebox figure into the plot when Whitey’s gang tries to hold up the train and Grant and the Kid meet again to settle an old score.

A comedy filled with tenderness as a baby raccoon snuggles his way into the life of a lonely boy. He becomes the boy’s only companion during his father’s frequent absences. Because of Rascal, both father and son realize their responsibility to each other.

When Dr. Doug Lee fails to save the life of navy pilot Swede Larson, who blacked out and crashed after entering a steep dive, the flyer’s friends take an immediate dislike to him and disparage his efforts to learn more about the problem by becoming a flyer himself. Lee’s new superior officer, Dr. Lance Rogers, also exhibits resentment toward the presumptuous newcomer. They ultimately become friends and form a mutual bond of personal and professional respect when their research develops a high altitude flying suit which they hope will prevent the kind of blackouts that killed Swede. Unfortunately the process of experimental testing of the new device proves to be a dangerous undertaking.