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An aging Bette Davis 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 that she wants to learn how to fly. Davis teaches her to fly with some special controls that compensate for her handicap. Howard Hesseman is an aircraft-repair service trying desperately to get an old airplane back into the air. Together, the three put the young girl and the old plane up into the air.