In 1923, two Tennessee boys, Rafe McCawley and Danny Walker, pretending to fight the Germans, climb into Rafe's father's biplane cropduster and accidentally start it, giving them their first taste of flying. Soon after, Danny's father (William Fichtner) comes to drag him home, berating him for playing with Rafe and beating him. Rafe attacks Danny's father calling him a "dirty German"; Danny's father counters by explaining that he fought the Germans in World War I and wishes that they never witness the horrors of war.
By 1940, as grown men, Rafe (Ben Affleck) and Danny (Josh Hartnett) are First Lieutenants in the United States Army Air Corps under the command of Major Jimmy Doolittle (Alec Baldwin). Rafe meets Evelyn Johnson (Kate Beckinsale), a Navy nurse who passes him for his physical examination even though he has dyslexia, and is instantly smitten. The two soon begin dating and fall in love. However, Rafe has volunteered to serve with the Royal Air Force's Eagle Squadrons. Before Rafe leaves for England, he makes a promise to Evelyn that he will come back for her. Evelyn and Danny are transferred with their respective squadrons to Pearl Harbor. Rafe is shot down over the English Channel and presumed killed in action. Three months later, Evelyn and Danny bond over their mourning for Rafe and unexpectedly develop feelings for each other. They soon begin their own relationship. On the night of December 6, 1941, Rafe unexpectedly returns, having survived the crash and been stranded in occupied France in the interval. He quickly realizes that Evelyn and Danny are now together, and feeling hurt and betrayed, the two friends soon get into a fight at the local hula bar. The next morning, on December 7, they are interrupted by the Japanese attack on Pearl Harbor by Zero fighters, Val dive bombers and Kate torpedo bombers.
The surprise Japanese air raid sinks the battleships USS Arizona, USS Oklahoma and many other ships. Back at the hospital, Evelyn helps tend to the dozens of wounded who come in and must help decide who can and cannot be saved. Meanwhile, Rafe and Danny are the only two who manage to get airborne and shoot down seven Japanese aircraft with P-40s using their reckless tactics, including an old game of theirs called chicken. The two men then go to the hospital, where Evelyn takes blood from them for the hundreds of injured soldiers, and later aid in trying to rescue the many men still in the harbor. In the aftermath, the survivors attend a memorial service for the fallen victims after the U.S. declaration of war on Japan. Rafe and Danny are both promoted to Captain, awarded the Silver Star and assigned to now-Colonel Doolittle for a dangerous and top-secret mission. Before their departure, Evelyn meets Rafe and reveals that she is pregnant with Danny's child, although she doesn't want Danny to know so he can focus on the upcoming mission. She says that she is going to remain with Danny, though deep down she will always love Rafe just as much. President Franklin D. Roosevelt (Jon Voight) wants to send a message that the Japanese homeland is not immune from bombing. Danny, Rafe and others are to fly B-25 Mitchell medium bombers from the aircraft carrier USS Hornet, bomb Tokyo and some Japanese occupied territory in China. The two men succeed in their bombing but crashland into a rice field when their bombers run out fuel and are captured by the Japanese who run towards the crash site. Just as Rafe is about to be shot, Danny knocks the soldiers over and is instead shot himself while the other American crew mates fight off the remaining soldiers. Rafe holds a dying Danny in his arms, telling him he can't die because he's going to be a father. With his dying words, Danny tells Rafe to raise his child for him. The film ends a few years later with Rafe and Evelyn, who are together again, and their son, Danny (biologically Danny's son), back at the farm in Tennessee visiting Danny Walker's grave. Rafe then takes his son flying, and the two fly off into the sunset in the old biplane.
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