May 17, 1943: the ten men of Memphis Belle's, a B-17 bomber, face their 25th and final mission. After their final mission, they crew of ten men get to go home. They would be the first to make it without any casualties. The command of the 8th Airforce already plans to turn their story into a big propaganda success. But their last mission has to be flown. Its target: a factory in Bremen guarded by heavy anti-aircraft fire. The weather, the nerves of the crew and their intern quarrels make their last mission the most dangerous.