Matthew Modine, Sean Astin, John Lithgow, Harry Connick Jr., Eric Stoltz and Billy Zane star in this epic World War II tale! This INSP movie pays tribute to the young American men who took to the sky in the fight for freedom. This Memorial Day we remember these courageous men who risked their lives day after day to claim victory over our enemies.

In 1943, the Memphis Belle—a B-17 bomber, also known as the Flying Fortress—has just completed its 24th bombing mission. This is significant for the crew because once they fly their 25th mission, they will have completed their tour of duty.

The crew has gained a bit of fame because, if the operation goes as planned, they would be the first to complete 25 successful missions with no casualties. But their leader, Capt. Dennis Dearborn, fears that the odds are against them for a safe and successful return in their final mission.

As they wait for their aircraft to be repaired, Dearborn comes under tremendous pressure from his superiors to succeed. His commander, Lt. Col. Craig Harriman, reminds him to destroy the necessary targets and Lt. Col. Bruce Derringer wants him to succeed, so he can take the entire crew on a publicity tour to help sell war bonds once they get stateside.

The crew is hopeful that their final mission will be an easy one but instead, they’re being sent to take down two difficult targets: a Focke-Wulf Fw 190 fighter plane, and a manufacturing plant in the highly fortified town of Brenton, Germany.

Of course, their crew will be escorted by P-51 Mustangs … but then, those fighter planes will withdraw, leaving the Memphis Belle vulnerable and alone to reach their targets and fend off attacks as they head back to base.

With so much at stake, the mood onboard is tense and tempers flare. After successfully completing 24 daring and dangerous bombing raids, will they be able to finally go home…or will they die trying?