A jaded pilot named Noah Dugan (Elliott Gould) is unemployed and owes a large amount of money due to his gambling. He goes to an old friend, Stoney (Vincent Gardenia), who owns an airfield. He is offered a job flying a cargo of animals to a remote South Pacific island aboard a B-29 bomber, a large plane well past its prime. Bernadette Lafleur (Geneviève Bujold) is the prim missionary who accompanies him. Bernadette has raised the animals at an orphanage and is close to two of the orphans, Bobby (Ricky Schroder) and Julie (Tammy Lauren).