British aviator Col. John Wister (Ian Hunter), stationed in the Sahara, falls in love with unhappy Julia Ashton (Kay Francis), who agrees to marry him, though she admits that she can never love him. After their marriage, Julia meets John's friend Capt. Denny Roark (Errol Flynn), whose charming personality so reminds her of her former lover, who died, that she falls in love with him.
