In 1914, American showgirl Suzanne Trent (Jean Harlow) is in London, hoping to meet and marry a man with money. She tells her friend Maisie (Inez Courtney) she can charm any man she chooses into marrying her, and then learn to love him.
She sets her sights on Terry Moore (Franchot Tone), an Irishman she sees in a borrowed Rolls-Royce. She soon learns he is not wealthy, but he has a respectable job and good prospects, being an engineer, inventor, and pilot. They quickly fall in love and marry. But then they stumble on a German plot, and her husband is shot by a mysterious woman (Benita Hume), who leaves immediately. The landlady arrives moments later and hysterically calls for police, accusing Suzy of murder. Suzy also flees the scene, and therefore does not learn that Terry is expected to survive.
Maisie has moved to Paris, and Suzy now follows her, taking a job at the same cabaret just before World War I begins.
Thinking she is a widow, Suzy is heartbroken, until she meets the famed French flying ace Andre Charville (Cary Grant) at the cabaret. Again they quickly fall in love and get married. Andre's aristocratic father, Baron Edward Charville (Lewis Stone), welcomes Suzy into the family home, but is concerned about the whirlwind romance and marriage because Andre has had many short-lived relationships with women. After Andre is recalled to the front, Suzy bonds with the old man, even inventing letters from Andre that she pretends to read to him.
The Baron's concern was justified: when Andre returns briefly to Paris, he is more interested in socializing with his fellow pilots—and their girlfriends—than taking the opportunity to see the wife he has not even told them about. The Baron covers for him, but makes sure Andre and Suzy do meet for a few minutes as he returns to the front.
Andre is wounded in action, and Suzy goes to comfort him. There she is shocked to meet Terry, who is delivering to Andre's squadron new British fighters he helped design. She explains to Terry what happened, but tells him she now loves Andre. Terry is incensed at her for not telling Andre she was already married to him, and for having run away. He assumes she never loved him.
Suzy goes to Andre to tell him the truth—and has another shock, finding him in a compromising position with the woman who shot Terry. Unable to think clearly, she returns home to Paris, where she finds a magazine photo of Andre with the woman. Her name is Diane Eyrelle and she has been "caring for" Andre during his recovery. Obviously she is actually spying on him. Suzy returns to the air base and tells Terry what she has learned. He is dubious but agrees to take action. Suzy points out that as Andre is a public figure, for the sake of morale they should try to avoid damaging his reputation. So they first confront Andre, but Diane hears them, and as the four argue, her henchman comes in and shoots Andre.
Andre was about to return to active service and is scheduled to take off immediately on a dangerous mission. Terry says he can fetch a doctor or take over the flight, but has no time to do both. Andre says to fly the mission.
Terry takes his revenge, killing Diane and her henchman by strafing their car, then shooting down the German fighters meant to ambush Andre. He botches the landing and crashes near the chateau where Andre now lies dead. Suzy and Terry move his body so it will seem he died in the crash.
At the funeral that follows, even a German flyer pays homage. The movie ends with Terry being ordered to see the ace's widow back home to Paris.Jean Harlow as Suzanne "Suzy" Trent
Franchot Tone as Capt. Terry Moore
Cary Grant as Capt. Andre Charville
Lewis Stone as Baron Edward Charville
Benita Hume as Madame Diane Eyrelle
Reginald Mason as Captain Barsanges
Inez Courtney as Maisie aka "Frostbite"
Greta Meyer as Mrs. Schmidt
David Clyde as Knobby McPherson
Christian Rub as "Pop" Gaspard, the Pianist
George Spelvin as Gaston
Una O'Connor as Mrs. Bradley, Suzy's Landlady
Theodore von Eltz as Revue Producer
Dennis Morgan as Lieutenant Charbret (actor credit shown as Stanley Morner)
Dorothy Parker was notable as one of the screenwriting team, with much of the early scene's witty dialogue attributed to her. Harlow's cabaret song, Walter Donaldson and Harold Adamson's "Did I Remember (To Tell You I Adored You)" was dubbed by vocalist Virginia Verrill who also had dubbed for her in Reckless (1935). Grant, who replaced Clark Gable as the third lead, also sang a few bars of the song. Other songs included: "When You Wore a Tulip and I Wore a Big Red Rose" and "Under the Bamboo Tree", uncredited but sung by Verrill.
In order to film the aerial sequences, footage was leased from Howard Hughes and one scene was directly lifted from Hell's Angels (1930), which had been Harlow's break-through film. A number of aircraft were prominently seen, including Andre's S.E.5 fighter, German Fokker D.VII and Thomas-Morse S-4 fighters as well as a rare Sikorsky S-29-A airliner filling in as a German Gotha bomber.
Although Harlow dominates the film, it is not considered one of her finest with a mundane plot and only the Grant and Tone roles being notable. Critic Frank S. Nugent of The New York Times considered it hackneyed, "...it plunges across the screen, creates some mild excitement and careens out again, leaving us with a few esthetic bruises and a feeling that a little fresh air would do no harm."
Walter Donaldson (music) and Harold Adamson (lyrics) were nominated in the category, Best Music, Original Song for the song "Did I Remember" at the 1937 Academy Awards.