The film begins at Flemner Air Base 20 years prior. A pilot named Leland "Buzz" Harley (Bill Irwin) loses control of his plane and ejects, leaving his co-pilot Dominic "Mailman" Farnum (Ryan Stiles) to crash alone; although Mailman survives, he's mistaken for a deer owing to the branches stuck to his helmet and is shot by a hunter. Topper Harley (Charlie Sheen) wakes up from a nightmare he's having about the event when Lt. Commander Block (Kevin Dunn) asks him to return to active duty as a pilot in the U.S. Navy, to help on a new top secret mission: Operation Sleepy Weasel. Harley starts to show some psychological problems, especially when his father is mentioned. His therapist, Ramada (Valeria Golino), tries to keep Topper from flying, but he relents, and also starts to build a budding romance with her. Meanwhile, Topper gets into a rivalry with another fighter pilot, Kent Gregory (Cary Elwes), who hates Topper because of the loss of his father "Mailman" to Buzz Harley, and believes Topper may do the same to him.
Meanwhile, Block starts privately meeting with an airplane tycoon, Mr. Wilson, who has recently built a new "Super Fighter" that will make the American pilots superior. Block reveals that he brought back Topper for the reason of making Sleepy Weasel fail. Block would then report that it was the Navy's planes that were the real reason for the mission failure and that they need to be replaced with Wilson's planes. During one of the last training missions, an unfortunate accident between Pete "Dead Meat" Thompson (William O'Leary) and Jim "Wash-Out" Pfaffenbach (Jon Cryer) occurs, leaving Dead Meat dead and Wash Out reassigned to radar operator. Block believes this is enough to convince the Navy to buy new fighters, but Wilson brushes it aside as a "minor incident," and the planes need to fail in combat to take notice.
Meanwhile, Topper starts to show more and more feelings to Ramada, but she is also smitten with Gregory, who believes Topper cannot handle combat pressure. On the carrier U.S.S. Essess, Block reveals the mission to be an attack of an Iraqi nuclear plant and assigns Topper to lead the mission, much to Gregory's chagrin. Meanwhile, Wilson, who is also on board, coerces a crew member to sabotage the planes, putting the pilots' lives at risk. At first, the mission goes according to Block's plan. He mentions Buzz Harley to Topper, who becomes overcome with emotion and unable to lead the mission. Block just starts to call out for the mission to be aborted when Iraqi fighters attack the squadron. All the planes' weapons fail and Block realizes what has happened. He then tells Topper that he saw what really happened with Buzz and Mailman, that Buzz tried to do everything possible to save Mailman, but ended up falling out of the plane, failing in his attempts. Inspired, Topper single-handedly beats the Iraqi fighters and bombs the nuclear plant, despite sustaining heavy damage. Back aboard ship, Block decides that American planes will always be superior with pilots like Topper (and German parts). Wilson's plan is revealed and his standing with the military is lost.
Back in port, Gregory accepts Topper as a great pilot and lets Ramada be with Topper and the two begin a loving new relationship.
The canonical scene in the movie depicts a Middle-Eastern dictator, who resembles Saddam Hussein, relaxing on a lounge chair beside a swimming pool and sipping a drink in a tall glass through a straw. Suddenly a bomb, nearly one metre in length, falls out of the sky and onto his lap.
- Charlie Sheen as LT Sean "Topper" Harley
- Cary Elwes as LT Kent Gregory
- Valeria Golino as Ramada Thompson
- Lloyd Bridges as RDML Thomas "Tug" Benson
- Kevin Dunn as LCDR James Block
- Jon Cryer as LT Jim "Wash Out" Pfaffenbach
- William O'Leary as LT Pete "Dead Meat" Thompson
- Kristy Swanson as Kowalski
- Efrem Zimbalist, Jr. as Wilson
- Bill Irwin as Leland "Buzz" Harley
- Ryan Stiles as Dominic "Mailman" Farnum
- Heidi Swedberg as Mary Thompson
- Rino Thunder as Owatonna 'The Old One'
- Charles Barkley as Himself
- Bill Laimbeer as Himself