Ted Striker (Robert Hays ), a washed up Navy pilot from World War II, is dumped by his girlfriend Elaine (Julie Hagerty ), a stewardess. He follows her on an ill-fated but hilarious flight, even though he is afraid of flying ever since his accident in the War. Once on board, Ted can't help reliving those cherished moments with Elaine, with disastrous results for some passengers. He meets an ensemble cast of characters who seem sane, but really aren't, including the too-literal Dr. Rumack (Leslie Nielsen), the pedophilic Captain Oveur (Peter Graves), and the basketball star-turned-co-pilot Murdock (Kareem Abdul-Jabaar). However, with Ted's flying skills, he is the only one on board who can fly the plane when the crew is taken ill after a bad meal. It's up to Ted, with some help from the overbearing Rex Kramer (Robert Stack), to put the plane safely down in Chicago amid his horrifying visions of crashing once more.