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The movie begins on a Tennessee farm as 2 kids, Rafe and Danny, play in a pretend fighter plane they made, pretending to be shooting down enemy planes. As they are playing, Danny's dad is out dusting the fields in his old cropduster. When he lands the two boys sneak into his plane and keep the pretend fight going. They accidentally start the plane and "fly" it down the runway, almost crashing it until it finally stops. Danny's father comes out and starts screaming at them and smacking Danny. Rafe grabs a board and whacks the dad to stop the beating, protecting his best friend, (this sort of comes into play later in the film).

It's now years later and Ben Affleck plays Rafe McCawly and Josh Hartnett is Danny Walker. They are in a "Top Gun" type of school run by Doolittle (Alec Baldwin). Rafe is very cocky as he and Danny do a particularly dangerous stunt that almost kills them. They are called into Doolittle's office where they are reprimanded but Doolittle is actually quite impressed with Rafe as he reminds him of himself when he was young.

Later, Doolittle tells Rafe that he has been accepted to go to Britain and help their fighters against the Germans. It's strictly a volunteer assignment and Doolittle tells him its his duty to talk him out of it. Rafe asks Doolittle what he would do and Doolittle says he would go so Rafe agrees to go.

First however, there is a big dance and many nurses are coming to dance with the young flyers. This is where we meet Evelyn (Kate Beckinsale). She is telling the other nurses how she met Rafe and fell in love with him. They have been going out now for 3 months.

At the dance Rafe tells Evelyn that in the morning he is headed off to Europe. They have a tearful good-bye and Rafe tells her not to come to the train station to see him off. He's testing her because he thinks if she does, that means she loves him.

The next morning Danny sees Rafe off and as his train is just about to leave the station he sees Evelyn outside looking for him. She never sees him but he now knows she loves him.

He goes to Europe and Evelyn and Danny get transferred to Pearl Harbor.

While in Europe Rafe is amazing and seems to be one of the top pilots there. He does however, finally get shot down and crashes into the Atlantic.

Word gets to Hawaii that Rafe has been killed and Danny and Evelyn are devastated.

3 months later while separately going to the same movie, a newsreel shows British fighters being shot down by the Germans. Thinking of Rafe, both Danny and Evelyn leave the theater and by accident meet each other out front of the building. They strike up a friendship again which eventually leads to romantic encounter in parachute storage room.

Everything is wonderful for Evelyn again but on the morning she discovers she's pregnant, in walks Rafe. Turns out that after he crashed into the Atlantic he was picked up by a French fishing boat and returned to occupied France where he couldn't get word out to them that he was alive.

Suddenly Danny appears, holding a telegram that Rafe is alive. Somehow, Rafe instantly realizes that Danny and Evelyn are now together and leaves the room, refusing to talk to Danny.

Danny and Rafe go at it a few times and eventually end up on a hillside discussing what they are going to do about their situation. They have been drinking and fall asleep in their convertible under the stars. They are awakened the next morning by Japanese Zeros flying overhead.

All hell is breaking out in the Harbor as, well... you know the story.

For the next 30 minutes we see amazing shots of explosions, planes crashing ships sinking, and heroes being made. Even Cuba Gooding, a cook from below deck comes upstairs and mans a gun and shoots down 2 planes.

Evelyn is working the now extremely busy hospital and is a hero herself, making sure her nurses are doing their job and making life altering decisions seconds at a time in deciding who gets treatment.

Rafe and Danny make it to their Army airfield and together with a few other pilots manage to get a couple planes off the ground. The two of them shoot down 7 Japanese planes over the Harbor as the dying sailors cheer them on from below. They even use the same manuever that got them into trouble at Doolittle's school to force two Zeros to crash into each other.

The attack finally ends and because of their heroism, Rafe and Danny are assigned to Doolittle for a top secret mission.

It seems that FDR is pissed and he wants to get back at Japan right away. They are going to put bombers onto an aircraft carrier (instead of the usual fighters planes), sail out close to Japan, take off a few hundred miles off shore, bomb the heck out of Tokyo and land in China. This is the story of Doolittle's Raiders.

For the next 5 or 6 months they are in training, learning how to fly these planes and most importantly learn how to take off in a short space.

Finally they load the planes onto the aircraft carrier and head off towards Japan. They are discovered by the Japanese and have to take off a couple hundred miles earlier than planned. They now know that they won't have enough gas to get back to China so they are now all on suicide mission but they will do it for America.

They bomb Tokyo as planned and limp towards China, running out of gas. Rafe crash lands his plane but is caught by pockets of Japanese resistance, fighting another war in China. Just as he's about to be shot by the Japanese, Danny comes flying down, shooting the Japanese soldiers as he crashes his plane too.

The two, along with a few other men are confronted by more Japanese soldiers and after a small gunfight, are captured. Danny is dying but is tied to a board attached to his shoulders. Rafe is about to be shot when suddenly Danny takes his board and whacks the Japanese soldier, protecting Rafe, just as Rafe did for him when they were younger. Another Japanese soldier then shoots Danny a couple times in the chest. The Japanese soldiers are then finally shot by the other american airmen.

The Chinese soldiers appear and they are saved. It is too late for Danny though as his wounds are so bad that he dies in Rafe's arms. Just before he dies Rafe tells him that he can't die because he's going to be a father. Danny tells him no, he's going to have to be the father and then he dies.

The next scene is of the surviving Doolittle Raiders coming off the plane. A now obviously pregnant Evelyn is there waiting to see who gets off. Rafe appears and she is elated but waits to see if Danny is next. A somber Rafe then reaches back inside and helps carry out the coffin containing Danny.

The final scene is a few years later as Rafe, Evelyn and their son little Danny are together back on a farm in Tennessee looking over the grave of Danny. Rafe asks little Danny if he wants to fly, so they fly off into the sunset.

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Ben Affleck
as pilot Rafe McCawley
Kate Beckinsale
as Evelyn
Josh Hartnett
as pilot Danny Walker
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