Wheelie goes to a flight school and wants to learn how to fly. Chopper and his bunch show up too. Wheelie meets with his flight instructor, Barney Biplane, and they start the lesson. Barney gets Wheelie some wings and a prop motor and puts them on Wheelie. Chopper and his bunch find some of their own wings and props.
Wheelie and Barney take off and Barney shows Wheelie how to fly correctly. Chopper and his bunch fly through a cloud to sneak up on them and they get hit by lightning. They then try to dive bomb Wheelie and Barney and Barney shows Wheelie a maneuver on how to dodge an attack and Chopper and his bunch wind up crashing.
Wheelie is now able to fly solo and he takes off. Chopper and his bunch follow. Chopper and his bunch move a cloud in front of a mountain and Wheelie flies into it and right on through. Chopper and his bunch follow and crash.
Chopper then fires a rocket that causes a rain storm around Wheelie and forces Wheelie to land. Wheelie lands and uses his prop to splash water and blow away the Chopper bunch.