Alice Faye tries really hard here as "Trixie" who begs, blags and borrows in order to take part in the "Powder Puff" air race across the USA - the prize is a whopping great $100,000! Her main competitor is the wealthy "Gerry" (pronounced "Gary" - Constance Bennett). What now ensues is a rather procedural rivalry drama peppered with a rather melancholy song from Faye and some really quite good aerial photography. The film itself is nothing at all to write home about. The writing is bland and most of the sound stage stuff set against back-projected scenarios just looks cheap. Joan Davis ("Babe") is enthusiastic enough, providing some light-hearted input but for the most part this is really quite a disappointing rendering of what could have been a much better, more exciting, film. The gorgeous silent film star Charles Farrell ("Street Angel" (1928) and "City Girl" (1930) are great films) chips in now and again, and that helps significantly, but not enough to get this off the ground. Watchable, but forgettable.