Trixie is a female pilot looking to win a big race to advance her career. During one race, however, her plane becomes damaged, and she needs help to repair it. She meets a Navy pilot named "Tex" Price and tries to gain his aid. Tex soon meets another pilot, Gerry, a novice who seeks to win an important upcoming race. Tex, concerned for Gerry's safety, tries to convince her not to race. But Gerry, now a rival of Trixie's, is determined to fly.

An evil scientist invents a earthquake machine and plots to take over the world from his base in Africa.

When a deadly Nitron ray strikes Earth, Flash Gordon and his friends travel to Mars to battle Ming the Merciless and his new ally Queen Azura.