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Society scion Newland Archer is engaged to May Welland, but his well-ordered life is upset when he meets May’s unconventional cousin, the Countess Olenska. At first, Newland becomes a defender of the Countess, whose separation from her abusive husband makes her a social outcast in the restrictive high society of late-19th Century New York, but he finds in her a companion spirit and they fall in love.

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.