Despite having just had his Los Angeles pilot's license revoked, Billy Covington (Robert Downey Jr.) is hired by Air America, a clandestine airline operating out of Laos run by the CIA. He soon discovers that his mission is to covertly transport illicit goods in and out of Southeast Asia and that his copilot will be the wild-flying Gene Ryack (Mel Gibson). But when Covington begins expressing doubt about the dubious morality of their operation, the two hotheaded pilots become at odds.