Five-year-old Shirley Blake, whose father, an aviator, died in a crack up, lives with her mother Mary, a maid in the home of the snooty nouveau-riche Smythe family. She spends much time with aviator Loop Merritt, her father's best friend and her godfather, who lives nearby at the Glendale Airport. The Smythes would like to fire Mary, but they cannot because they must remain in the good grace of their Uncle Ned Smith, a crabby, wheelchair-bound old man who made a fortune in sewers. Uncle Ned likes Shirley but despises the Smythe's daughter Joy, who is a spoiled brat. On Christmas, Adele Martin, Mrs. Smythe's cousin from New York, arrives as the aviators give Shirley a party in a taxiing plane. Mary rushes to take a cake to her, and she is hit and killed by a car. Adele earlier had broken her engagement to marry Loop, and when they meet, he snubs her. Adele then breaks the news of Mary's death to Loop, who thanks her for her concern. He takes Shirley up in the plane to explain that her mother has joined her father in heaven. Uncle Ned, who calls Shirley "Bright Eyes," refuses to allow the Smythes to place Shirley in an institution, and they give in to his demand that she continue to live with them. Loop grudgingly agrees to the setup for now, but plans to make enough money for Shirley to live with him. Shirley is happy that Adele will live with her. When Loop overhears Joy cruelly tell Shirley that her parents have said she is "charity," he offers to take Shirley, but Uncle Ned, who wants to adopt her, threatens a court case. Adele sides with Loop. On a stormy night, Shirley overhears the Smythes complain about her and runs away to Loop. The next day, when air traffic has been halted by the worst blizzard in years, Loop accepts $1,000 to fly a package to New York. He sends Shirley back to the Smythes, but she surreptitiously climbs in the baggage area, and after he hears on the radio that he is suspected of kidnapping, she appears in the cockpit. They have to parachute out when the gas line breaks, and once they land, they are nearly blown off a cliff. In the subsequent custody battle, Shirley tells the judge that she would like to live with Loop, Uncle Ned and Adele. The judge then dismisses all the lawyers and arranges for Adele and Loop to talk alone. When Loop decides that he wants to marry Adele, Ned reveals to the Smythes that he will now live with Loop, Adele and Shirley. When Joy remarks she is happy that she and her parents do not have to be nice to Uncle Ned anymore, Mrs. Smythe slaps her, and she is dragged crying out of the courtroom.