The ensemble cast is composed of ten young actors portraying the crew of the World War II B-17 bomber “Memphis Belle,” anticipating their 25th and last mission before they will be able to go home. Having won fame with their exemplary war record and amazing lack of casualties, they expect their final assignment to be a cakewalk, but instead they are ordered to bomb Bremen, a heavily defended German city that will mean almost certain loss of life.

Led by their experienced captain, Dennis Dearborn (Matthew Modine), the crew shoulders its responsibility despite mounting fears, while their commanding officer (David Strathairn) and a public relations specialist (John Lithgow) wait anxiously for their return. With weather, nerves, and dreams all playing a part in finishing the mission, the crew has to become the lead plane in the squadron and get the job done of bombing a vital Nazi supply factory.