The cast featured Bert Lahr, Charlotte Greenwood, Pat O'Brien, Charles Winninger and Hedda Hopper, with Gus Arnheim and his orchestra.

At the nearby airfield, inventor Rusty Krouse (Bert Lahr) has built the "Aerocopter", intending to enter it in the upcoming 10th Annual Air Show.

Soon, Fred Smith (Guy Kibbee) and his daughter Eileen (Kathryn Crawford) show some interest in the Aerocopter, but have no ready cash.

After taking off clumsily, crashing through the roof of a hangar, once in the air, Rusty tells Pansy that an important part is out on the wing and they need it to land.

When the "talkies" came in, MGM brought producer George White's stage hit Flying High (1931) to the screen, giving Lahr his first film role.

The supporting cast also drew raves: "long-legged" Charlotte Greenwood, "who delivers her usual riotous brand of fun"; Pat O'Brien, Charles Winninger and Kathryn Crawford.