Pilot Mike Edwards finds himself in a dilemma, his partner and friend Danny, gambles away the money Mike had set aside to pay their debts. Since they lost their money and a $1,200 debt, the local sheriff takes possession of their plane, Bessie, a cropduster. If they cannot come up with the money in twelve days, Bessie will be auctioned off to the highest bidder.
Mike and Danny become reluctant hitchhikers, looking for a lift to anywhere. They are picked up by apple farmer Walter Ling and his niece Sue-Lin. They end up in Seattle, Washington, location of the 1962 World's Fair. When the uncle is called away on business, Danny persuades Mike to take Sue-Lin to the World's Fair. It is during a visit to the doctor that Mike falls for Diane Warren, an attractive but stubborn nurse who resists Mike's advances. He gives a quarter to a boy who kicks him in the shin, so that he can be treated by her. Mike also courts Dorothy Johnson.
Complications then arise. Walter suddenly disappears, leaving Mike with Sue-Lin. Diane discovers what has happened and wants to inform the Welfare Board about it. There is a mysterious nightfall plane delivery for Mike's and Danny's friend Vince.
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