A group of misfits decide to leave for a place that they can all be free. There mode of transportation is a PBY flying boat. The only problem is that the PBY needs a lot of work and they will need jobs to pay for the parts. When they find that they have only 10 days before the PBY is sold for scrap, they decide on borrowing the parts for their trip. Drifter Veldini frequently finds himself in jail for various misdemeanours, much to the despair of his upright lawyer brother Frank, who is aiming for public office. Trying to get away from Frank's good intentions, Veldini ends up out of town with his other brother, some school chums, and his hooker girlfriend, trying to restore a flying boat to an airworthy state, whatever it takes.