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This is one of the better "Aces of Action" movies made with Richard Arlen and Andy Devine in the late 1930s and early 40s. Of course, it is still a "B" movie so keep your expectations in line with that knowledge. Still, it puts Arlen in a more dangerous and seemingly hopeless situation than usual and this time he has to rely on his smarts and charm more than his fists to get himself and Devine out of trouble. One of the subplots feels like it has been borrowed from "A Tale Of Two Cities" and even if you can see it coming, it still works. The climactic scenes are satisfying even if predictable; some of the camera angles in the final conflict are striking and unexpected. Give this one a try, it's better than you'd think going into it.

This whole thing was a poor excuse to drag out a slew of old vaudevillians and try to make them relevant and entertaining for audiences that had moved on from stage revues, silent movies and talkies to television. It offers plenty of evidence for why such acts went the way of the dodo bird.

One can only cringe for the actors engaged to try to sell this weak story. Not even Leonid Kinsky or Richard Arlen can save this dreck and one has to wonder if they really needed the money or the screen time this desperately. You can feel the pain in their attempts to pretend to be entertained and amused by the goings-on. Ellen Drew smiles too much and much too forced. Richard Arlen does his best with the embarrassingly cheesy dialogue and fake romance and one can only feel sorry for him slogging his way through this.

This is what one friend called "an hour of junk, then the attack, then another hour of junk." It is typical Michael Bay fare: long on loud noises, explosions, obviously CGI special effects and a simple story with no subtlety, wit or irony.

The story line is basically the same as the silent era classic (and first Academy Award winner) "Wings" from 1927. Two ace pilots and best friends fall in love with the same woman, their friendship is tested, war happens, and only of them can come out alive - that's as formulaic as it gets. But it was done better in 1927: the visual effects are real, no CGI, no green screen, but real fighter pilots in real vintage war planes acting out real dog fights in the real sky with real clouds and real airplane crashes.

If you're a fan of Michael Bay noisiness or Ben Affleck, Josh Hartnett or Kate Beckinsale, then this might have some appeal for you. But if you want to see a superior story, with real action and no fakery, then see "Wings" from 1927. There is no question as to which is the better film.