When enemy forces wipe out the jets of the Aero Fighters, they must scramble using heavily-modified World War II warplanes in the third installment of the comical Aero Fighters series.

After their presumed defeat, the evil alien forces launch a surprise attack against the Aero Fighters' base, effectively destroying their aircraft. Unable to counter the attack, they must use old WWII-era warplanes with strange modifications, in a desperate scramble for victory.