After her unfaithful husband leaves her, Mildred Pierce proves she can become independent and successful. However winning the approval of her spoiled daughter proves a greater challenge.

Judith Traherne is at the height of young society when Dr. Frederick Steele diagnoses a brain tumor. After surgery she falls in love with Steele. The doctor tells her secretary that the tumor will come back and eventually kill her. Learning this, Judith becomes manic and depressive. Her horse trainer Michael, who loves her, tells her to get as much out of life as she can. She marries Steele who intends to find a cure for her illness. As he goes off to a conference in New York failing eyesight indicates to Judith that she is dying.

In 1915 France, Major Brand commands the 39th Squadron of the Royal Flying Corps. The young airmen go up in bullet-riddled “crates” and the casualty rate is appalling, but Brand can’t make the “brass hats” at headquarters see reason. Insubordinate air ace Captain Courtney is another thorn in Brand’s side…but finds the smile wiped from his face when he rises to command the squadron himself. Everyone keeps a stiff upper lip.