Keep her straight...
level.
It's your first time up, so
don't do anything interesting.
- Who me?
- Yeah, you.
Remember, she stalls out
at about 100.
Keep the air speed up,
otherwise you'll be drifting all over.
- If the ailerons start to shimmy--
- I've flown a plane or two.
Not like this one.
This one's a handful.
You sneeze and you'll end up
upside down in a field.
- That's fresh paint, damn it!
- Do you want me to crash?
Gum ain't gonna keep
your butt in the air.
Treat her nice, Clifford. She's gonna
take us all the way to the nationals.
- Let's make some history.
- Yeah.
Crank her up, Goose!
- Make her hot!
- Hot and brakes.
Watch this, Peevy!
[ Cheering ]
National air race
is our next stop!
[ Sirens ]
[ Gunshots ]
You tryin' to save ammo?
Nail 'em!
I can't get a clean shot. Wish that
black-and-white would get out of the way.
Careful what
you wish for.
[ Engine Sputtering ]
[ Fitch ] This is the 3rd car
in a month. Hoover'll be spittin' nails.
The heck with Hoover!
- Outta my way. I can't see.
- Keep drivin'!
Quit movin'. You're
ruining my shot!
Get back. Get --
Let's go, Lenny.
We can't get caught with--
Lousy feds!
Somethin' ain't right.
- [ Sirens ]
- Sorry, Lenny.
He's gettin' away.
Get it off!
- Get him out!
- Peevy!
Hit the latch!
Hurry!
Get the hell
outta there!
Where you goin'?
Cliff!
You all right?
You okay?
Well... that's
the end of that!
- All right, get it outta here.
- [ Peevy ] Wait a minute.
You chase crooks
across our runway,
crash into my pilot,
and it's our fault?
No offence, pops, but we
got more important things...
than get all sweaty
about whose fault it was.
Listen, buddy, building that plane
took three years and every cent we had.
File a claim with Uncle Sam.
You could get lucky.
And wait six months... a year?
We made a livin' with that plane.
Well maybe it's time
to get a real job.
- Whoa, whoa, whoa!
- Relax! Relax!
You got that one free, kid. One more
and you'll be eatin' soft food for a month!
Yeah?
- Relax.
- That fly boy hangs one...
on my kisser and
you let him waltz?
Maybe you
had it comin'.
- We need a word with the patient.
- In private.
Your buddy's getting fitted
for a pine overcoat.
If you make it to County General,
Alcatraz is your new digs.
Spit it out, Wilmer.
Where's the package?
Blown to hell.
Why don't you
go look for it?
- Get him outta here.
- Hey, Fitch?
- Take a look at this.
- [ Whistle ]
[ Wooly ]
That must be the gizmo, all right.
Okay, button it up.
- Call 'im, Wooly.
- Why me? I called last time.
- But he likes you.
- [ Sigh ]
There's no mistake
about that, Wooly?
[ Wooly ] I'm afraid not.
We got what's left of it.
I see.
- It was damn sloppy.
- It could've been worse. We got the gizmo.
- Yes, it could have.
- We'll take it down to headquarters.
Was that Wolinski?
They chased it to an
airstrip in the valley.
There was a wreck
on the runway.
The X-3 was destroyed.
Better lost than
in the wrong hands.
- How soon can you rebuild it?
- Rebuild it?
Not a chance.
My people in Washington will have
something to say about that.
Your people in Washington want to turn
anything that flies into a weapon.
Apparently someone else
had the same idea.
I'm afraid
we must insist.
I don't work
for the government.
I cooperate
at my discretion.
Two of my best pilots were
killed during the test phase.
God knows how many more men
would have died if it had flown.
No, gentlemen.
I'm sorry I ever dreamed
the damn thing up.
Sir, I wish
you'd reconsider.
What do we tell
the president?
Tell him
the dream is over.
Tell him
Howard Hughes said so.
[ Peevy ]
What's this 300 gallons here?
We don't burn that much fuel
in two years!
You burned it in two seconds when my
fuel truck went up. It's all itemized.
I didn't blow up your truck.
The guy in the car did.
After bouncing
off you.
Pilots are responsible
for a safe landing.
Where we gonna get this kind of dough?
We've gotta sell the Gee Bee for scrap!
I'm sorry. I hate to
kick you when you're down.
But business is business.
I'm out of pocket here.
Of course, I could always
use the old clown act.
We don't do the clown act
no more.
Peevy, it's worth
fifteen bucks a shot.
Think it over. See it my way
or see me in court.
The clown suit is
in the storeroom.
First show's at nine.
Don't be late.
Lousy nickel-nurser.
Clown act!
Good thinkin', Clifford!
You just set us back four years.
Plus which "Miss Mabel" here
is a flying coffin.
She never let us down before.
I'll go real easy on her.
Number five piston is shot,
nothing left but spit and wire.
I could fly a shoe box
if it had wings, Peev.
- Ouch!
- What's the matter?
There's somethin'
under this seat.
[ Grunting ]
That's my
duffel bag.
- What've you got in there?
- I don't know, but it's heavy.
- Peev, clean that table off.
- All right.
Open her up.
[ Gasp ]
Oh, my!
What've we got here?
Take the bag.
[ Grunting ]
- That's a piece of work, isn't it?
- Yeah.
What do you suppose it is,
a bomb or somethin'?
Too complex
to be a bomb.
I don't see
any moving parts.
I wouldn't touch that
if I were you.
- The housing's still cool.
- Huh.
[ Sniffing ]
Runs on alcohol.
What's the damn thing for?
- Hold it, Peev.
- Huh?
Hold it!
[ Sawing ]
[ Cliff ]
Tip her over. Tip her over.
- Easy, easy!
- I got it.
Watch it.
[ Grunting ]
What's goin' on, Sinclair?
Lenny is dead.
Wilmer's wrapped up like
a mummy in County General.
You didn't
play straight with me.
I'm sorry about your boys,
Eddie... truly.
- What went wrong?
- It's the feds that went wrong.
This was supposed to be a simple
snatch-and-grab. What the hell is going on?
I didn't say it'd be simple.
Snatch-and-grab is what
you're supposed to be good at.
That's what I pay you for.
Now where's the package?
Nothing's gonna happen
until you tell me...
why this merchandise is
so important to the feds.
Send me a cheque.
- Let's get out of here, boys.
- It's a rocket.
A rocket?
Yeah...
Like in the comic books.
- What happened to it?
- I don't know.
Wilmer knows. He's in
the hospital surrounded by cops.
- In a couple of days --
- We don't have a couple of days.
- What room's Wilmer in?
- [ Laughing ]
Mr. Movie Star!
He's gonna walk in with a smile
on his face and a handful of posies.
He's gonna charm
the feds to death.
[ Laughing ]
That's not exactly
what I had in mind.
Who cares what
you had in mind?
You don't need
my services any more.
You can take it from here.
I'll tell you what.
You pay me what you owe me
'cause you're half lunatic.
Yes, shoot!
I want that rocket, Eddie, not
next week, not tomorrow... now.
We have a deal?
You bring me that rocket
and I'll double your price.
You'll triple my price.
What's a movie star
need a rocket for anyway?
Bloody amateurs!
[ Opera ]
[ Phone Ringing ]
Yes.
[ Sinclair ] Lothar,
I've got another job for you...
a condolence call.
[ Grunting ]
[ Cliff ]
Come on, Peev.
[ Peevy ]
Here goes.
[ Peevy ] Well, I'm lookin' at it
but I don't believe it.
- Peevy... the stake!
- Get down!
That thing'll
cut you in half.
We lost it.
I told you I should have
tested it myself.
Yeah, you'd be halfway
to Kansas by now, chowder head!
[ Rumbling ]
Turn her off!
Turn her off!
That must've woke up
the whole valley.
Pick her up.
Let's get out of here.
Peevy, you'd pay to see
a man fly, wouldn't you?
Ha!
- You've gotta be outta your mind.
- I'm talkin' about making real money.
Not just 10 bucks a show but enough to get
us back on our feet and into the nationals.
Are your eyes painted on? This thing is like
strapping nitroglycerine to your back.
- The feds are mixed up in this.
- I don't want to keep it.
I just want to borrow it
for a while.
When you borrow something and don't
tell nobody, they call that stealing.
As soon as we can afford
a new plane, we'll give it back.
Did you see what
this thing did back there?
You're always telling me what
a genius you are! Fix it.
We're gonna need
one hell of a lawyer.
I think we're gonna
need a helmet.
- [ Honking ]
- Whose is it?
Yours.
'Evening, Miss Pye.
You know my rules;
no gentlemen after 6:00 p.m.
- Well, I'm no gentleman.
- You can say that again.
- Hello.
- Hi.
- Good night, Mrs. Pye.
- Have a good time.
If he tries anything, deck him.
Don't forget the curfew.
- I lock up at 11:00 sharp.
- [ Cliff ] Yes, warden.
Guess what?
I think I got the part.
- That's great.
- I won't know for sure 'til tomorrow,
but the director said he
liked my reading the best.
- You have lines this time.
- Just one.
- But it's to Neville Sinclair.
- Okay!
Let's hear it.
"Oh, my prince.
would that you'd
drink of my lips as deeply."
And then he kisses you?
No. He's too busy
killing someone.
- Now you tell me.
- What?
The maiden voyage.
How'd she fly?
She flew great.
Landing had a few bumps.
We'd better scram if we're
gonna catch this Cagney movie.
Uh-uh-uh.
It's my turn to pick.
Uh-oh.
There's a new
Neville Sinclair movie.
Oh, Jen, you know
Cagney's better.
You won't catch Cagney
lounging around his penthouse,
walking poodles in the park,
or doing any of --
Or getting shot down
behind enemy lines?
- What are you talking about?
- The movie,
"Wings of Honor."
- Neville Sinclair?
- Uh-huh.
Oh, brother.
This I gotta see.
[ Announcer ] Hitler assures
the western powers
he is not massing troops at the Czech border.
Here comes the Fuhrer's latest
symbol of German progress,
the airship "Luxembourg,"
beginning its American tour...
- to promote world peace.
- [ Cliff ] World peace!
What he means is
a piece of the world!
Excuse me.
-...on the first stop of their goodwill tour.
- Their last goodwill tour
- buried half of Europe.
- Shh.
Though filled with
explosive hydrogen --
Your Gee Bee could fly
circles around that thing.
After the short visit, it was
into the clouds to continue a journey...
that will carry the "Luxembourg"
to Chicago, St. Louis,
across the Rockies...
and finally to Los Angeles.
Look us up, boys,
when you get to Hollywood.
[ Hospital Pager:
Indistinct ]
[ Radio ]
[ Radio:
Comedy Routine ]
[ Moaning ]
Who's there?
Who is it?
- What do you want?
- Where is it?
- Where's what?
- The rocket.
I don't answer to nobody
but Eddie Valentine.
[ Laughing ]
Okay, okay!
Ease off!
I pulled a switch. I got
the package stashed real good.
It's at the airfield, hangar 3.
It's in some old plane.
[ Radio ]
[ Screaming ]
- Hey, open this door.
- Are you okay?
- What is it? What happened?
- [ Scream ]
[ Cliff Laughing ]
And then,
get this, fellas,
at the end of the movie...
he flies over enemy trenches
and drops a bottle of champagne.
And let me guess. It hits the general
and we win the war.
It was symbolic.
He was being chivalrous.
Where'd he get the champagne? They didn't
have liquor stores at the front, did they?
Not that I recall.
[ Jenny ]
It doesn't matter where he got it.
That's not the point.
It's just --
Forget it.
Malcolm,
the wheel came off.
Oh, let me see, princess.
Sure, we'll fix her up.
Did I ever tell you about the time
I got shot down by the Red Baron?
No?
There I was flying over
the Ardennes on patrol...
when he comes screaming
out of the sun, guns blazing.
And then, smack!
- Bull's-eye, ace.
- I'm sorry, Jenny.
It's okay, Malcolm.
Thanks, Cliff.
You know, Cliff,
it wouldn't hurt to try someplace new...
away from the airfield.
Like where? The Copa?
The Brown Derby?
Why not the South Seas Club
while you're dreamin'.
Okay, how 'bout this.
We'll go have a real night
on the town...
after you win
the nationals.
[ Cliff ] Yeah, swell,
after I win the nationals.
You gonna fly
in the nationals after all?
Glad to hear it after
that landing today.
[ Millie ]
How about a warm-up, Malcolm?
You said there were
a few bumps.
Boy, I'll say. She folded like a kite
when she hit the runway.
We thought Cliffie's number
was up, with the fire and all.
I was gonna tell ya.
I didn't want to ruin
your evening.
It's very thoughtful of you.
You'd rather make a fool of me?
I'm sorry.
I don't want you
to be sorry.
I want you to stop treating me
like... a stranger.
When something goes wrong,
I should be the first to know.
I shouldn't be the last.
Everyone knows because
they were at the airfield.
I had an audition.
It was important to me.
I understand.
Just like the last time
when I flew the regionals.
You got a big part. You stood
behind Myrna Loy with a bowl of grapes.
Good night, Millie.
Thank you for the soup.
[ Millie ]
Well,
go after her,
you dope.
Jenny!
[ Sigh ]
Cliff, I, uh --
- I'm sorry, I really stuck --
- Malcolm, it's okay.
It's not your fault.
- Did you have a good time?
- Yeah.
Go ahead and stick that
welding torch in my ear.
We'll call it the end
of a perfect day.
What're you two
scrappin' about this time?
I don't know, Peev.
I just can't figure
this girl out.
She hangs around with
this Hollywood crowd all day,
talkin' about movie stars
and nightclubs --
That's her work. She don't care about them
phoney-baloneys. She cares about you.
I want her to think
I'm makin' something of myself,
Not that I'm just
an out-of-work pilot.
You got a good thing
goin' with that girl.
If she flies the coop,
I'm tellin' you...
it's gonna be
your fault.
What do you know
about women, Peev?
You haven't had a date
since 1932.
Flora Maxwell.
There was no point
in datin' nobody after her.
[ Rooster Crowing ]
He's got to be kidding!
- [ Grunting ]
- Ha, ha, ha.
What? Kill me as I stand?
I thought you were a sporting man.
True. I'd hate to stain my
legend on a villain such as you.
Prepare to die that we may learn
the identity of the Laughing Bandit.
- Why wait?
- [ Gasp ]
Good heavens!
It's Sir Reginald!
None other!
Oh, my prince,
would that you'd drink
of my lips as deeply.
Cut! Cut! Cut!
Back to first positions.
Good lord! How many times
are we gonna have to do this?
Sweetheart, acting is acting
like you're not acting.
- So act... but don't act like you're acting.
- All right.
Is she a block of wood!
Your audition was better.
Everybody's was better! Does it matter
when you're the producer's niece?
She gets a scene with Neville Sinclair
and we play scenery.
- I love Hollywood.
- Everybody, positions.
Let's try to get it
right this time.
"Laughing Bandit,"
scene 114, take 28.
[ Director ]
And... action!
[ Sinclair ]
Ha-ha-ha.
[ Sir Alec ] What?
Kill me as I stand?
I thought you were
a sporting man.
[ Sinclair ] I'd hate to stain my legend
on a villain such as you.
[ Sir Alec ] Prepare to die that we may learn
the identity of the Laughing Bandit.
- Why wait?
- It's Sir Reginald!
[ Sinclair ]
None other.
Oh, my prince, would that
you'd drink of my lips as deeply.
[ Screaming ]
Excuse me. I'm looking
for Jenny Blake.
Oh, Jenny --
Jenny Blake.
Does anyone know
a Jenny Blake?
Cut.
- I hope he's okay.
- Where's Mr. Sinclair?
Give us a hand
with this flat.
- You okay, Mr. Sinclair?
- I'm fine.
Never let it be said Neville Sinclair
failed to bring down the house.
Somebody call the nurse!
Charlie's been stabbed!
Charlie!
Charlie.
Forgive me, Charlie.
I had no idea.
Did you think I was
stealing the scene?
Don't talk.
Don't even move.
Get my car and driver.
Get him to The Queen of Angels.
Gladys, ride with him. I'll have
my personal physician meet you.
Victor, come here.
This is supposed to be
a closed set... no visitors!
I want that... Jenny
banned from the lot.
[ Cliff ]
Jenny, I said I'm sorry.
- I just want to patch things up.
- You're off to a great start.
Something really big has happened
and I want you to be the first to know.
Me and Peevy
found something...
that's gonna get us
back on our feet.
- What do you mean, found something?
- It's an engine...
[ Cliff ]
but you strap it to your back...
and it makes you fly
without wings.
[ Jenny ] You knocked down half
the castle to tell me about an engine?
You're always saying
you're the last to know.
Cliff, I meant
the important things.
- This is important.
- So is this acting job.
- Acting?
- Yes, acting.
Honey, you're walking
through the scenery.
That's not fair.
This is a good job.
The director thinks
I'm talented.
What's this?
Pay voucher. The director
wants you off the picture.
- You know this is a closed set.
- I have to go.
Come on. You know
what a closed set means?
Hey!
- Where's that girl I told you to fire?
- I fired her.
Hello.
I'm Neville Sinclair.
- You must be--
- Jenny Blake.
I -- I'd hate to think...
that I may have been -- I'm responsible
for your having been dismissed.
- Will you stay?
- But it's... really my fault.
Have you read for the part
of the Saxon princess?
No.
I think you might be
wonderful in the role.
I'll see that you do. Perhaps
we could discuss it over dinner.
I've got a table at the South Seas Club
if you're not too bored with the club.
- I'd love to Mr.--
- Neville.
- Neville.
- Tonight then.
[ Director ] Let's get all the
atmosphere over here.
Ladies in waiting?
We're waiting! Let's go.
[ Announcer ]
Ladies and gentlemen,
the Travelair Mystery Ship
has taken over the lead.
We have clocked him at
Programs! Five cents!
- Here you are.
- Malcolm.
- I sold seven.
- Good. Here's more.
Programs!
Programs!
[ Announcer ] As you can see,
Miss Los Angeles is trailing badly.
She was down with some
mechanical problems...
- and she may be in trouble.
- Park it away from the runway.
- What's wrong with that kid? I told him 9:00.
- He'll be here.
If he ain't in the air
in 5 minutes, find a new hangar.
[ Announcer ]
Howard in the Great Lakes Biplane...
is really pouring it on...
runnin' 3rd but movin'!
This could end up
in a three-way heat.
I know what Wilmer told Sinclair's goon,
but the rocket ain't in hangar three.
There's an old plane
but the only thing in it was this.
- That's it?
- We searched this place
from hell to breakfast.
I want you to start over.
turn it inside out, upside down.
Keep your eyes open
for this dame.
She might be the one who knows
where this guy is who found our package.
Okay, Eddie. Let's go.
[ Announcer ] To dazzle you
with an exhibition of skills...
is Cliff Secord, the Fearless Freep.
and there he goes!
That's not
the routine!
What the hell is
Secord trying to pull?
I'm two minutes late.
Who'd you put up in Miss Mabel?
- Five cents! Get your program!
- That's gotta be Malcolm.
Flag that biplane
down now!
He hasn't been behind the stick
in 25 years. What's he doin'?
Tryin' to save your job. If he drifts into
those race lanes he's gonna kill somebody.
[ Sputtering ]
Oh, no.
The rocket's in
the tool chest?
Yeah, why?
[ Announcer ]
We have an emergency.
We have an emergency!
Please clear the field.
- Please clear--
- You outta your mind?
Ladies and gentlemen,
we had you fooled for a minute.
But it's all part of the show.
Stay in your seats.
- What are you doin'?
- What's it look like? Give me a hand.
No, Cliff, no!
We haven't tested it enough.
- Look what she did to--
- Cut it out!
I'm scared enough as it is.
[ Screaming ]
I reworked the throttle,
so just squeeze her like a gas pedal.
If you want to stop,
mash down hard and let go.
Okay.
- Anything else?
- Yeah.
A little luck.
- How do I look?
- Like a hood ornament.
[ Screaming ]
Look at that!
Tell me you're gettin' this.
I don't know what it is,
but I'm gettin' it.
- Malcolm!
- Aaah!
[ Engine sputtering ]
[ Grunting ]
Malcolm?
Malcolm,
wake up.
It's me, Cliff.
Wake up! Come on!
Ohh! Whoa!
Don't worry, folks.
It's all part of the show.
Oh, nooo!
Malcolm, wake up.
Wake up!
Get up!
Get out of here.
It's all part of the show.
Ohhh!
Ha-ha-ha-ha.
He's going west!
He's going west!
- [ Honking ]
- Go, go, go! Get out of the way!
- Get off the phone!
- You heard me... a flying man!
- Hold the front page!
- I said... a rocket man!
Oh, no!
Whoa! Aaah!
Whoa!
Watch it!
Big gopher.
Oh, no!
- Cliff!
- Huh?
[ Gasping ]
I like it!
What in the hell
is the matter with you?
Are you trying
to kill yourself?
We don't know how long this thing
stays up, how much fuel's in her --
If you wanna look around you gotta use
your eyeballs. This thing's got a rudder.
If you turn your head,
you change course. Hear what I'm sayin'?
You banged that up good. I don't know
if I'm gonna be able to fix that.
Peevy, you can
fix anything.
Well -- uh-oh! We got company.
Must be the news boys.
- You put on quite a show.
- They can't find out who we are.
Whoever owns this is
gonna want it back...
and I'm just gettin'
the hang of it.
[ Engine Cranking ]
- Put it in neutral.
- What?
Put it in neutral!
You steer, I'll push.
Get in the car.
[ Reporter ] How 'bout
some background on the flyin' man?
- Yeah, give it to us.
- What's his name?
Sorry, boys. It's a trade secret...
all part of the mystery.
- Why don't you call him Rocket Boy?
- That's lousy!
- What about Rocket Man?
- That's worse.
- What about Missile Man?
- That stinks.
Come on, Bigelow,
give us a better name.
How about Rocketeer?
- Bingo!
- That'll work. Rocketeer it is.
Extra, extra!
Man flies without plane!
Extra!
Read all about it!
[ Girls ] - It's so romantic.
- Bet he's handsome.
I wish he'd rescue me.
Extra, extra!
Ready on the set.
Let's go. Let's shoot.
[ Hughes ]
Congratulations, gentlemen.
Thanks to the diligence
of the FBI,
this vacuum cleaner
will not fall into the wrong hands.
Mr. Bigelow, FBI.
We'd like a word with you.
- Must be the maid's day off.
- Somebody's been lookin' for something.
Give me some light.
[ Gasp ]
Mother of mercy!
He's been folded in half.
Looks like he was
writin' something.
Palm Terrace.
[ Peevy ] If the vertical thrust
is 1-28 inches per second --
- [ Squeaking ]
- Cliff?
- [ Glass breaking ]
- [ Peevy ] What do you want?
- What are you doin' here? Get out of here.
- Peevy!
Cliff, get me out!
Peevy!
Aaah!
Slats, Murphy,
come with us.
Murph, wait here
for the high sign.
Where is it?
Where's what?
The rocket!
Sure you got
the right house?
Secord, Peabody!
Open up! FBI.
Get down!
Let 'em have it, boys.
Cliff? Cliff!
Cliff?
- Clifford!
- Peevy!
- Hello, Neville.
- Hello, Clark.
[ W.C. Fields ] Neville...
you old scalawag!
Hello, Bill.
How are you?
Fallen off any
chandeliers lately?
Let me introduce you.
Miss Jenny Blake,
- Mr. W. C. Fields.
- Charmed, my dear,
doubly-charmed.
- Jenny... what a euphonious appellation.
- Jenny...
Excuse me for a moment.
I won't be long. Bill, look after her.
I thought you'd
never ask. Scram.
My little kumquat,
I'm fully prepared...
to listen to
your life story.
Okay, I'll tell him.
Spanish Johnny... he's checking
on the diner where the flyers hang out.
All right, Stevie.
Make me a Bromo, will you?
What do you want?
Everything okay?
We treatin' you good?
Get to the point.
I'm busy.
- Have you found the rocket?
- Busy, huh?
My guys are tearing up the
town looking for that rocket...
and you're busy...
romancin' some dame.
That dame... happens to be
Secord's girlfriend.
Good. She'll tell us
where Secord is.
My boys'll get the truth
out of her in two minutes.
Valentine... we're gonna do
what I think is necessary.
And that includes breakin'
one of my men in half?
Next time you go after one of my men,
I'll kill you.
Don't threaten me.
Just do your job.
Hey, Sinclair,
if the feds get me...
I'm takin' you with me.
I'm gonna tell 'em everything.
Who do you think
they'd believe?
A cheap crook or the number 3
box-office star in America?
Number 3 jerk!
[ Radio Announcer ] The helmeted mystery
man disappeared into the hills...
moments after the rescue
and has not identified himself.
But air circus owner, Otis Bigelow,
promises his bird man will return.
Los Angeles is buzzing.
Who is the Rocketeer?
Now, back to our program
of dance band favorites.
Okay. Here's the plan.
We call the FBI...
get rid of this thing.
The FBI's gonna lock us up.
They think we were shooting at them. What
do you think was going on at the house?
House? We don't got a house.
We got a gazebo.
Between the FBI and
that King Kong gentleman,
we're gonna get ourselves
killed over this thing.
[ Knocking ]
Peevy?
Open up.
We just come from the airfield.
It's Bigelow.
- What about him?
- His office is crawling with cops.
Somebody tore up his place
like they were looking for something.
- Yeah, so?
- They killed him.
[ Millie ] Cliff, what's going on?
I'll make the call.
[ Telephone ] FBI, Los Angeles.
Agent Morris speaking.
Hello?
- I'll be home soon, honey.
- Who is this?
- I love you too.
- Okay, wise guy.
What can I do for you gents?
Madam, we're looking for a pilot
by the name of Cliff Secord.
Does anybody here know him?
Haven't seen him around.
We need a flier
for a real special job.
There's a lot of lettuce
in this.
What do you say...
we lay out a finder's fee?
How 'bout it, dad?
Secord!
Oh, yeah, I know him.
Short fella, gimpy leg.
Didn't he move
to Cincinnati?
Cincinnati.
How 'bout you, bub?
You know this Secord?
If you boys aren't ordering,
I'm gonna ask you to leave.
We'll order! Let's see.
How 'bout those pies?
They look good, huh, boys?
Mmm! Betcha
they're home-made.
Don't interrupt his meal.
Yeah, I like coffee with my pie.
You know, it's funny.
I don't like music
while I'm digesting.
Listen, friend,
we don't know where he is.
Okay, pop, maybe we
can refresh your memory.
Come on. Follow me.
Take a good look...
'cause you're next.
- Talk, dad, or get a facial.
- Drop dead, you weasel.
- I don't know where the hell he is.
- Yeah?
[ Millie ]
Leave him alone!
- Naughty boy.
- [ Groaning ]
Please leave him alone.
Stop!
[ Rusty ]
Startin' to smoke, old timer.
[ Spanish Johnny ]
Hold it.
Jenny.
Lookie here, boys.
Lady Luck...
left her phone number.
[ Dialling ]
- [ Phone Ringing ]
- Mine!
- Hello?
- Hello.
This is the florist.
I've got a lovely bouquet
of flowers for Jenny.
Who sent her flowers?
Cliff Secord.
- Oh, is that right?
- That's right.
Well, he's too late.
She's gone to the South Seas
Club with Mr. Neville Sinclair.
Hello?
Come here.
You're not gonna believe this.
Guess where the dish went.
Where?
With the limey to
the South Seas Club.
[ Rusty ] Do you think fancy-pants
is pullin' a fast one on Eddie?
I don't know,
but I don't like this.
Jeff, you and Mikey stay and
watch who walks into this joint.
- Boys, been a pleasure.
- I'll call from the club.
[ Jeff ] All right, Johnny.
We'll take care of it.
Everybody,
relax and take it easy.
We're gonna be here a while.
Mom, how 'bout
a fresh pot of coffee?
Swell outfit, dad.
Hey!
Here's Mr. Ketchup Bottle!
Hey, that's quite
a dish you got there.
Wait a minute.
That's Lady Luck!
[ Cliff ]
Get the gun!
[ Peevy ]
I got it.
I'm sorry about all this.
I'll fix everything.
[ Peevy ] Clifford,
what's the deal? Are you nuts?
Cliff, no!
Not again.
Peevy, half the city
is looking for us.
- I can fly to that nightclub in five minutes.
- Take a cab.
The only place this is going is back
to the feds. We had an agreement!
Look! Peev, I'm sorry.
I should've listened to you,
but Jenny's in trouble.
That girl means more
to me than --
I love her, Peev.
- Does she know that?
- She's gonna find out.
Promise me when she's safe
this thing goes back!
You got my word.
I'm sorry I laid eyes on this.
You might want this.
I'll meet you back here.
Hold it, you're leaking
like a sieve.
If you'd hit that button,
we'd be all over the map.
- Can you fix it?
- If I had a couple of hours.
We don't have a couple of minutes!
We need something quick.
Let's see if our luck's
still holdin'.
Go on!
- Peevy, stand clear.
- What was that?
- Thank you.
- Thank you.
It's so elegant.
You make it so.
Here's to you...
and to the extraordinary way
your face catches the light.
You must let me have this dance.
There's no music.
Really?
I hear music.
That's Neville Sinclair.
One day, Jenny,
a man will look into
those eyes and he'll drown...
and never be saved.
Hey.
- Is it something I said?
- No, it's nothing.
Oh, Jenny, I know
that look all too well.
- Is it your boyfriend?
- I'm sorry, Neville.
It's just that Cliff and I
talked about coming here.
Tell me about him.
At least give me a chance
to know the competition.
Well...
he's a little rough
around the edges.
He can be thoughtless sometimes.
And then he can be the
sweetest guy in the world.
He gave me these little
oranges when we first met.
- How nice.
- My family has a small farm.
Cliff was coming through,
dusting the groves.
-He's a flier?
-Yeah. He flies racing planes like this one.
At least he did until yesterday.
- He was almost killed.
- What happened?
We didn't order anything.
Go on.
[ Cliff ] Yes, sir.
A fan of yours sent some soup over.
You were saying?
It was very silly.
He completely missed the runway.
I don't know why the
real pilots let him fly.
I see. At least I'm feeling better
about the competition.
Have you
worked here long?
Oh, yes.
I waited on you last time.
So... um...
where is he now?
He's probably hatching
some harebrained scheme.
Now he has an engine.
You strap it on--
I'm sorry.
- You idiot!
- How clumsy of me.
Go and get something
to clean this up.
- I'm sorry, Jenny.
- Will you just excuse me for a minute?
- Please stay. Sit down.
- I'll be right back.
[ Gasp ]
Are you out of your mind?
What are you doing here?
- Listen to me.
- You're jealous.
I'm not jealous!
Jenny, Bigelow's been murdered.
Murdered?
Remember the rocket
we found?
The people that are looking for it
murdered Bigelow to get to me.
Now they're after you. They have
your picture, the one from the Gee Bee.
Jenny, prepare yourself
for a shock.
I'm the Rocketeer.
The rocka-who?
For cryin' out loud!
Haven't you read the papers?
- No, I've been working.
- It's them!
The guys
with the snapshot.
You gotta get out of here.
Get in a cab,
go to your mom's in Redlands...
and stay there
until you hear from me.
Give me one good reason
why I should believe this?
If anything ever happened
to you, I'd go out of my mind.
Oh.
Go on, get out of here.
and don't let them see you.
Thank you.
Taxi!
That's him.
Now go get him!
Cutting in.
Thank you!
[ Rusty ]
He's in the laundry room.
[ Growling ]
Hit it!
The laundry chute!
Get him! Get him!
- It's the flying man.
- It's the Rocketeer.
[ Screaming ]
- Lock the doors. We'll trap him like a fly.
- Right.
He's heading for the door.
[ Growling ]
Get the rocket!
[ Gasp ]
Don't go, Jenny.
Our evening's just begun.
Welcome to my home.
Here.
It's the chloroform.
The effects will pass
in a moment.
Do you have to drug all
your women to seduce them?
You're part of this.
You kidnapped me.
Against my will, believe me.
I'm as much a victim as you.
They're blackmailing me.
These are ruthless men.
Neville, I'm scared.
Oh, there, there.
Don't be frightened.
Tonight
when we danced,
I felt something
move inside me.
I felt it tear loose
and take flight.
You said that
to Greta Garbo...
in "Napoleon's Mistress."
You'd have been a fantastic
Lady Catharine.
If you'd put yourself...
completely into my hands,
I could teach you, mould you
into a leading lady;
clay... in the hands
of the master sculptor.
"Moonlight on Broadway."
Carole Lombard.
The scene on the top
of the Empire State Building.
Yes.
You can't be comfortable
in that gown.
They're beautiful.
What am I doing?
You kidnapped me.
I'm so confused.
I don't know
what to think.
Do you want me
to try this on?
Desperately.
Neville?
Could you come in here,
please?
Can you help me?
I finally played a scene
with Neville Sinclair.
Hello? Hello!
Can anyone hear me?
This is an emergency.
Can you hear me?
[ Radio ] Sinclair?
Sind sie das?
Warum rufen sie an?
My God!
Neville Sinclair is a --
[ Gasp ]
A what?
Spy?
Saboteur?
A fascist?
All of the above.
Lothar.
[ Wicked Laugh ]
[ Scream ]
[ Whispering ]
Millie?
Peevy!
Hey, Peev?
[ Patsy ]
Hey, Cliff!
Aaah!
Are you okay?
Patsy, you scared the livin'...
heck outta me.
Sorry.
[ Telephone Ringing ]
- Peev?
- Wrong. This Secord?
- Wanna talk to your girlfriend?
- She's safe out of town.
- Cliff?
- Jenny, where are you?
That's enough. Just to let
you know we're serious.
You wanna see your girlfriend,
bring us the rocket.
Write this down. Griffith Observatory,
Come alone or we're gonna
have to kill the girl.
[ Patsy ]
What's happening?
- What are they doing to Jenny?
- Quiet!
I gotta think.
Patsy, I'm sorry.
I didn't mean
to yell at ya.
Remember the guy
who saved Malcolm today?
- The Rocketeer?
- He's gonna help me find Jenny.
Freeze! FBI.
[ Chuckle ]
Remember me?
[ Peevy ] All I did was bypass the pressure
valve and that solved your throttle problem.
But adding a rudder to the helmet...
that was ingenious.
Nothin' to it, Howard.
Just basic aviation.
[ Wooly ] We're gonna make
your life miserable.
Good to see you, son.
- You too, pal.
- This is all he had on him.
There's no sign
of the rocket.
He must've ditched it,
but he ain't talkin'.
Wooly, take off
the handcuffs.
- You know who I am?
- What pilot doesn't, Mr. Hughes?
I designed the Cirrus X-3,
the rocket pack.
It was stolen
from my factory.
I didn't take it.
I told him everything and he
believed it. Give the man his rocket.
- I can't. Not yet.
- We agreed to give it back...
to its rightful owner.
That's him.
[ Hughes ] I don't think
you know the game you're playing.
Go ahead, roll it.
The German prototype had
the same problem as our first design.
The combustion chamber
would overheat and explode.
My boys figured it out:
a double-walled chamber
into which the fuel is pumped,
cool the chamber and preheat
the fuel at the same time.
The German experiment
didn't seem...
like much
to worry about.
But when we got our hands
on this next film,
we realized the scope
of their plan.
Keep watching, kid.
It cost a man's life...
to get this
out of Germany.
Where's my rocket pack,
Secord?
You gotta let me use it
one more time.
I'm tired of
square dancing with you.
I could slap you with grand theft,
espionage, and that's my short list.
- Wooly, give me the cuffs.
- They got my girl.
Oh, God, Cliff, no!
They set up a rendezvous
to swap Jenny for the rocket.
I understand how you feel,
but let us handle this.
I gotta go alone
or they're gonna kill her.
I'll give you your rocket
back tomorrow. I swear.
Those guys are
playing for keeps.
- I can handle Valentine.
- The Valentine gang is hired muscle.
They're working
for a Nazi agent,
someone we think is highly
placed in Hollywood society,
someone our intrepid G-men
have been unable to identify.
- Neville Sinclair. It's Neville Sinclair!
- What?
- Come on!
- It makes perfect sense.
That's why he was bossing Eddie's men
and why he has Jenny.
Nice try. We're taking him
downtown and locking him up.
We'll take it from here.
Let's go, kid.
No guns!
The son-of-a-bitch
will fly.
- Here. Put this on.
- I'd rather freeze.
You're right.
I prefer you like that.
Cheer up, Eddie. You're about to
make yourself a fortune.
That's good 'cause I got a club
to repair and an ulcer to plug.
Hey, boss!
Here he comes.
Jenny, you okay?
She's fine!
I wasn't talkin' to you.
Take the rocket off...
carefully.
First you let her go.
[ Gasp ]
The rocket, Secord!
Come on, kid, hand it over
so we can all go home.
What's it like working for
a Nazi, Eddie?
He pay you in dollars
or Deutsche Marks?
- What's he talking about?
- I got it straight from the feds.
Nazi spy ring, flying commandos,
the works.
Kid's been flying
where the air is too thin.
Ask him about the secret room
and the Germans on the radio.
- Relax, Frankenstein. You ain't bullet proof.
- [ Eddie ] Talk fast, Sinclair.
- You tell him, Eddie.
- Shut up!
Come on, Eddie,
I'm paying you well.
Does it matter who I work for?
It matters to me.
I may not make an honest buck,
but I'm 100% American.
And I don't work
for no two-bit Nazi.
Let her go.
Sturmabteilung!
Angreifen!
Los, los! Achtung!
It's your move, Eddie.
[ Engine Noise ]
- Ergreif die rakete. Schnell!
- Jawohl!
Haltet sie in schach.
Good-bye, Eddie.
Happy Valentine's Day.
This is the FBI!
Throw down your guns.
- Shoot him!
- No!
Lousy krauts!
Let 'em have it!
Careful.
He's got the girl!
Watch out for that Zeppelin.
It's full of hydrogen.
One bad shot,
we'll all fry.
Come on, boys.
We got 'em on the run.
Aaah!
- Mein herr --
- Get this ship out of range.
- Schnell!
- Klar.
Sie haben die rakete nicht?
Antworten sie mir!
Where's the rocket?
We've got the girl.
The rocket will come to us.
We're losing 'em.
Maybe not. Look!
Up on the dome.
It's him!
It's the Rocketeer.
Go get 'em, kid.
- Stimmt was nicht?
- Das ruder.
- Irgendwas ist los mit dem ruder hier.
- Lieber gott!
Also was?
Wo ist er?
Spinnst du, Sinclair?
Was ist mit dem fraeulein da?
Halt die fresse!
Du ignorierst mich.
Ich habe meine stelle.
Do not worry,
Herr Sinclair.
My pilot is the
finest in Germany.
We are in capable hands.
He will not let us down.
[ Pilot ]
Nooo!
Lothar.
Das ist deine schuld!
We are losing altitude.
We must drop some weight.
You, you...
actor!
For the fatherland.
Ja.
Komm!
Beeil dich!
Da oben ist der mann.
- Los!
- Ja.
Herr Sinclair --
[ Grunting ]
I've had a bellyful of you
and your cheap heroics.
Hand over the rocket or I'll
blow her brains... all over the cabin.
[ Jenny ] Don't give it to him.
Cliff, you can't!
I have to.
Herr kapitaen!
Slide it.
If she moves,
kill her.
Oww!
Aaah!
Where's your stuntman?
I do my own stunts.
[ Jenny ]
Stop!
No! No!
For God's sakes, Sinclair.
Help us get these flames out.
Good-bye, Jenny.
I wish I could take you with me.
Everything about you
is a lie.
It wasn't lies, Jenny.
It was acting.
I'll miss Hollywood.
I don't think so.
[ Wicked Laugh ]
Aaah!
Jenny, this thing's full of hydrogen.
When the fire hits --
I love you, Cliff.
Run, Jenny!
Steady as she goes, Howard.
We're only gonna get one pass.
- Drop the ladder.
- Right.
Jump for it, Clifford!
Let's get outta here!
- Hi, Millie.
- Morning, how you doing?
Morning, boys.
"Film fans were saddened
by the news...
"that actor Neville Sinclair
was killed in the tragedy...
when flaming debris fell on
his touring car."
That's terrible.
That was a nice car.
You look awful blue for a guy
who pretty much saved the world.
I got the cracked ribs
to prove it.
You got me.
[ Engine ]
[ Cliff ]
She's a beauty, Mr. Hughes.
Isn't she?
In another month, she'll
be ready for the nationals.
Miss Blake, will you excuse us
for just a moment?
Of course.
I've been meaning to ask you,
what was it like strapping...
that thing to your back and
flying like a bat out of hell?
It was the closest I'll ever
get to heaven, Mr. Hughes.
Well...
maybe not.
See you around, Rocketeer.
Oh... don't ever fly her without this.
Isn't it pretty?
I didn't even get
a chance to thank him.
You don't have to, son.
He saw the look on your face.
Cliff,
I have something
for you too.
Actually...
it's for Peevy.
Oh, no!
What was that line again?
"Oh, my prince..."
- "would that you'd drink of my lips --"
- Thanks.
I don't mind if I do.
Clifford, take a look
at this here.
I bet if we increase
the manifold pressure...
and switch the
fuel-to-air ratio...
just favoring the fuel --
Hey, Goose!
You wanna take a look?
Rocketeer to the rescue!