Billie Dupree is a flight instructor at an old Texas airport. When a young girl in a wheelchair finds the airport by watching gliders fly, she decides she wants to learn how to fly. Dupree teaches her to fly with some special controls compensating for her handicap. Koup Trenton runs an aircraft repair service and is trying desperately to get an old airplane back in the air. The three, together, put the young girl and the old plane up in the air.
Bette Davis
as Billie Dupree
Howard Hesseman
as Koup Trenton
Suzy Barbieri
as Julie Ward
Marion Ross
as Natalie Ward
Clu Gulager
as Steve Ward
Ben Marley
as Scott Billings
Lisa Whelchel
as Lisa Ward
Irma P. Hall
as Mrs. Sinclair
Mark Wheeler
as Mr. Olsen
Jessie Lee Fulton
as Secretary
Bill Thurman
as Pilot #1
Rance Howard
as Pilot #2
