We're introduced to Shin Kazama and his tragic backstory, as well as the fighter base at Area 88 and some of the people who work and fly from there – Mickey Simon, an American and a Vietnam vet; Boris, an RAF pilot haunted by the ghosts of his dead wingmen; Saki Vashtal, the base commander; Goh "Rocky" Mutsugi, a reporter covering the civil war and the audience's viewpoint; and McCoy, the base's quartermaster and scrounger – though some of the parts and equipment he sells is defective, and McCoy knows it. Among new arrivals at the base are the Escape Killers, a trio of African mercenaries who specialize in hunting down deserters.
After defeating a tank column, the pilots next mission is an attack against an anti-aircraft battery to clear the way for the Republic of Aslan's main air-force. However, the pilots encounter difficulty in the form of the base's “fangs” - large steel frameworks that can be raised and lowered as needed to thwart low flying aircraft. Boris and Shin get through and destroy the base, while Mickey and his wingmen cover the air. Unfortunately, Boris is killed when shrapnel penetrates the cockpit and mortally wounds him. After explaining his backstory, his plane goes down.
Meanwhile, in Tokyo, Ryoko Tsugumo, the daughter of the president of Yamato Airlines and Kazama's love interest, is told by her father that she should get married, and proposes that she marry Kanzaki – the man who betrayed Shin to Area 88.
Shin is now $20,000 short of the $1.5 million to buy out of his contract, only 5 planes. However, when he's about to shoot down his last plane, he finds himself out of ammo, and is shot down, though he manages to bring the plane in. Unfortunately, the plane is totaled... and he has to buy a new plane – costing him $500,000. Shin almost deserts, and is confronted by the Escape Killers, only to have every other pilot on the base confront them, and the Killers getting run out on a rail. Saki also reveals that the commander of the enemy forces is his own father, and Mickey reveals that after the war he was unable to adjust to civilian life, and volunteered to come to Area 88.