At a U.S. Army Air Force base in England, the crew members of B-17 bomber Memphis Belle prepare for their 25th and final sortie into enemy German territory. Bomber Capt. Dennis Dearborn (Matthew Modine) knows the mission is a dangerous one, but he's under pressure from Army public relations man Lt. Col. Bruce Derringer (John Lithgow) to earn a decisive victory for the Allies. Now, the Memphis Belle prepares to take flight as apprehension and dissention grow among Dearborn's crew.