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NOTE: This spoiler was submitted by Dukes.

The film opens with a quote from a US Military study from 1925.  It reads: “Blacks are mentally inferior and by nature subservient, and thus are unfit for combat.” 

Cut to a group of American bombers, flying over Germany.  The bombers are escorted by a group of fighter planes.  When a couple of German fighter planes show up, the American fighters take off after them, leaving the bombers unprotected.  The flight crews of the bombers are pissed, because the fighter pilots always chase after the glory of destroying a few German fighter planes instead of sticking to their mission of protecting the bombers.  As soon as the bombers are left alone, a larger group of German fighter planes lead by a blond captain with a scar on his face (later nicknamed “Prettyboy”) swoop in to cut them to ribbons.

Cut to a screen reading “Italy, 1944”.  A squadron of black pilots are flying a simple reconnaissance mission.  They are flying broken-down, second-rate planes, and they are bored with all their menial missions.  The captain of the squadron is “Easy” (Nate Parker), and the best flyer on their squadron is “Lightning” (David Oyelowo).  Their friends are “Joker”, “Deacon”, “Smoky”, and “Junior”.

The black pilots shoot up a German truck, then spot a train that appears to be a simple cattle transport.  Easy thinks it might actually be a camouflaged military train.  Lightning wants to attack from the front, where they will be out of range of any flak guns.  Easy says they will follow protocol and attack from above.  They swoop down on the train, and it is indeed a military transport.  The German soldiers try to shoot the planes, but the pilots manage a good pass without much damage to their planes.  Against Easy’s orders, Lightning flies at the train from the front and utterly decimates it, but his plane gets hit by a huge chunk of shrapnel in the resulting explosion. 

As they fly back to their base, Lightning sees a gorgeous Italian girl hanging laundry on her roof, and she blows him a kiss.

Back at the Ramitelli airbase in Italy, the mechanic Coffee is pissed that Lightning wrecked another plane.  Meanwhile, a new recruit named Maurice Wilson (Michael B. Jordan) has arrived.

The commander of the base, Major Emmanuel Stance (Cuba Gooding Jr.) shows all the pilots footage of Lightning’s attack on the train.  Most of the pilots cheer, but one pilot asks if it even matters.  He shows them all a newspaper article that says that the government has found the performance of the black pilots unacceptable, and is about to shut them down.  The “Tuskegee Experiment” is a failure.  Major Stance says that prejudice hasn’t suddenly ended just because they’re fighting a war.

Over to the Pentagon, where Colonel AJ Bullard (Terrence Howard) is fighting with a bunch of white Colonels.  He wants them to give the black squadron actual missions so they can show what they can do.  He says they have a right to fight for their country like everybody else.

Back to Easy’s cabin.  Easy is giving Lightning crap for not following orders.  Lightning says that Easy needs to quit drinking and quit doing everything his daddy says before he starts giving other people orders.  Lightning is in a rush to leave, because he wants to find the Italian girl he saw while flying.  Easy gives him a birthday present: a book of “Italian for Beginners”.

Lightning locates the Italian girl’s house and knocks on the door.  She doesn’t speak English, but when he mimes flying over her house, she is excited and invites him inside.  They sit on the couch with her mother between them.  Lightning uses his book to ask her out for dinner, and she says sure, as long as her mother can come too.

Back to the base, where Maurice is chatting with the other pilots and playing cards.  He tells them he wants to learn a bunch of dogfighting tricks, but they say he’s going to have a hard time doing that since none of the black pilots are ever sent into missions that involve dogfighting.

Meanwhile, Colonel Bullard is frustrated at all the political stalling.  His friend Major Colonel Jack Tomilson offers to get the black pilots assigned to a mission covering a beach landing.  Jack warns that the black pilots will have to impress, or they will probably be shut down.

Back at the base, Major Stance tells the pilots about “Operation Shingle”, covering the beach landing, and they are extremely excited.

Cut to the black pilots joining Operation Shingle.  As they arrive, they see a bunch of German fighter pilots approaching.  They are led by “Prettyboy”, as usual.  Prettyboy notices that the black pilots are rookies, and he tells the other pilots to “make quick work of them”.  The black pilots work together to attack the German fighter planes.  Joker helps Junior with an evasion, then Lightning chases after Prettyboy.  Prettyboy does a crazy aerial flip, so he is behind Lightning shooting at him.  Easy rushes over to help Lightning, winging Prettyboy.  Prettyboy’s plane is damaged, and Lightning convinces Easy that they should follow Prettyboy back to the German airbase.  Joker and Junior join them.

Prettyboy lands at the German airbase, and Lighting, Easy, Joker, and Junior swoop down on the base, destroying a fleet of brand now 109s.  Prettyboy is pissed, even more so when Lightning blows him a kiss and Prettyboy sees that the pilots are all black.  As they are heading back to their own base, Junior takes a hit from a flak gun and is struck in the head and leg.

Back at Ramitelli, all the pilots are celebrating because their mission was extremely successful.  Over at the pentagon, one of the racist generals tells Colonel Bullard that he still thinks the black pilots are garbage, and Bullard says, “We don’t care what you think.”

Meanwhile, Easy visits Junior in the infirmary.  Junior is recovering from his wounds, but he has lost vision in one of his eyes.  He begs Easy not to ground him, and says he would rather be dead than grounded.

Over at the Pentagon, one of the other Generals calls Colonel Bullard in to watch footage of the last German attack on American bombers.  He tells Bullard that he would like the black pilots to escort the bombers, because they need fighter pilots who will actually protect the bombers and not go “chasing after rabbits”.  Bullard tells the other General that he believes the black pilots can cut bomber losses by 70 – 80%, but they need new planes to do it.

Cut to Lightning, on a date with the Italian girl Sophia.  Lightning tells her she is beautiful, and she tells him how to say that in Italian.  They kiss, and Sophia tells Lightning that she loves him.  Lightning looks happy, but he doesn’t say it back.

On his way back to the base, Lightning goes inside the white officer’s club.  As soon as they see him, they freak out and one of the officers says, “Go home nigger.”  Lightning turns around to leave, then runs back and punches the guy in the face.

Lightning is tossed in the brig, where Easy comes in to lecture him.  He says, “You put a minute’s worth of righteousness ahead of the whole war.”  Lightning says that Easy is nothing but compromises.

Meanwhile, Colonel Bullard comes to Ramitelli.  He has brought the new planes.  He and Major Stance give Lightning a serious bitching out, but they have to reinstate him because they need every available man and Lightning is their best flier.

Back in their cabin, Lightning apologizes to Easy and tells him that he figured out how to do the sweet looping trick that Prettyboy pulled on him.

Colonel Bullard pulls all the pilots in for a big pep talk.  He tells them they are not going to go chasing after glory in their next mission.  Most pilots want to shoot down German fighters so they can get crosses to put on their planes.  Bullard says “We will measure our success by the husbands we return to their wives, the fathers we return to their children.”  For every bomber they save, they will save the lives of 10 crewmen.

The pilots all rush out to get in their new planes.  Maurice is flying his first mission.  Even Junior gets to come because Easy twisted the flight surgeon’s arm to reinstate him.  Coffee has painted the tails of all the new planes red so they will be “distinctive”.

The Red Tails take off and find the bombers they need to protect.  The bomber pilots see they are being escorted by a bunch of black pilots, and they are pissed because they think they’re going to be cut to shreds.  Before long, a couple of German fighter pilots show up to lure away the Red Tails.  Easy orders everybody to stay put, to ignore the Germans and guard the bombers.  Prettyboy is shocked that his ploy isn’t working anymore.  The bombers are shocked that the Red Tails are “giving up the glory to save our asses”.

Prettyboy decides to “do things the hard way”, and the whole group of German fighter pilots swoops in.  Lightning imitates his looping trick and takes down a German plane.  Easy is pissed at him for being showy and acting like everything is a game.  The Red Tails chase the Germans away, and the bombers successfully drop their loads.

On the way back home, the German fighter planes return to try and attack any stragglers.  Junior is hit, and he has to bail out over enemy territory.  He parachutes to the ground, where he is picked up by German soldiers.  Lightning is pissed that Easy let Junior fly, since Junior obviously couldn’t see properly.  Deacon is also hit – he is injured, and gasoline sprays all over the inside of the cockpit.  Easy tries to keep him conscious so they can get back to the base. 

Lightning is low on fuel, so he and Smoky take a shortcut along the coastline.  As they fly back, they spot a German destroyer ship.  Lightning wants to take it out, despite its abundance of huge guns.  They shoot up the ship, and Lightning wants to make one more pass.  His last pass decimates the destroyer.

Meanwhile, Easy and Deacon make it back to base, but Deacon’s plane is damaged and he can’t open his canopy.  He crash-lands on the airstrip and his plane goes up in flame, burning him severely because of the leaked gasoline.

Cut to Junior, who is taken by cargo train to the German prison camp Stalag 18.  The Germans say they have never had a colored prisoner before, and they put him in with a bunch of white American prisoners thinking the white officers will beat him up.  On the contrary, they are happy to have a black prisoner because they know he can’t possibly be a German spy, and they’re in the middle of trying to orchestrate a breakout.

Cut to Lightning, waking up in Sophia’s room.  He stands by the window, brooding about his fights with Easy.  Sophia comes up behind and hugs him, and he says how glad he is that he met her.

Back at the base, Lightning and Easy are driving around in a Jeep.  Lightning says that Easy can’t drink before missions anymore.  Easy says he will quit drinking if Lightning will start following orders.  Lightning agrees to the deal.

The squadron heads into town to go to a nightclub where black officers are allowed.  As they are walking past the white officer’s club, one of the white guys yells at them.  It looks like he’s going to start a fight.  Instead, he shakes their hands and thanks them for the great cover they provided – he was on the bomber they protected.  He invites them into the white officers club, and all the black and white pilots drink together and laugh and joke.

Cut to Lightning taking a stroll with Sophia.  He buys her flowers and takes her to a cathedral.  He says he has an important question for her, and he gets down on one knee and proposes.  She asks for time to think about it.

Meanwhile at Stalag 18, the American soldiers are ready to escape.  Junior has been helping them, and they want him to escape along with them.  Junior says he better not, since he would stand out too much.  He will go through the tunnel with them, but then he’ll go his own way so they have a better chance of blending in.  He asks them to take his dog tags back home in case he doesn’t make it.  In the course of the escape, one of the white officers is almost discovered, and Junior distracts the German soldier so the white officer can get away.  The German shoots at Junior as he runs off into the woods.

Back at Ramitelli, the pilots are worried about the new German jet planes that are supposed to be super fast.  The American’s next target is a tank factory in Berlin, which will be heavily guarded by jet fighters.  This is a huge operation, and the black pilots will only be assigned to the first leg so they won’t get too much media attention.

Cut to Lightning meeting with Sophia.  He gives her his flight pin, and she asks him to stay in Italy, agreeing to marry him.

Cut to Ramitelli, where the white officers have escaped from Stalag 18, and have brought Junior’s dog tags home.

Cut to Easy, who is admitting to Major Stance that he shouldn’t have allowed Junior to fly.  Major Stance says to man up and keep leading.

The Red Tails head out to protect the bombers for the tank factory operation.  They follow the bombers for the first leg, but then the next group of fighter pilots doesn’t show up.  Easy makes the decision to escort the bombers all the way to Berlin.

The Germans show up in band new jet fighter planes, led by Prettyboy.  He sees the Red Tails and says, “Show no mercy.”  The jet planes are crazy fast, and the Red Tails are in trouble.  Maurice is killed.  Smoky and Lightning manage to take down one jet plane each.  One of the bomber planes is hit, and it turns around to head home.  Easy follows to protect it.  Prettyboy chases after Easy.  Lightning flies at Prettyboy head on, both playing chicken and shooting at each other.  Prettyboy’s plane explodes and Easy cheers.  He says, “Lightning, you almost got yourself killed.”  Lightning says, “I think I did get myself killed.”  He has been shot multiple times in the chest, and he coughs up blood.  Easy tries to keep him conscious like he did with Junior, but Lightning is too far gone.  He says, “I love you, I’m sorry Sophia,” and he dies.  His plane crashes to the ground and explodes.

The Red Tails fly back to Ramitelli.  The mission was a success, but everyone is devastated about the loss of Lightning.  Easy sits alone in his cabin and reaches for his whiskey, but he pours it out on the ground.  Then he goes to visit Sophia and tells her that Lightning is dead.  Sophia cries and Easy hugs her.

Colonel Bullard gathers everyone together to offer a eulogy for Lightning.  Bullard says that Lightning was an inspiration to them all.  Just then, Junior rides up in a Jeep.  He made it back from Stalag 18.  His arrival cheers the Tuskegee airmen.

Cut to the Tuskegee airmen receiving a distinguished unit citation from the President of the United States for their outstanding bravery and skill.

The screen goes black, and an epilogue reads: “The Tuskegee airmen were one of the most decorated units in the Second World War.  They received 96 Flying Crosses, and 66 Tuskegee airmen gave their lives fighting for their country.”

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