World War II has taken the world by storm, and Europe is feeling its efforts. Back in the United States, however, peace and traquility prevail as the people refuse to get involved. On December 7, 1941, all this would change.

Rafe McCawley (Affleck) and Danny Walker (Hartnett) grew up together and learned to fly in the dangerous aviation practice of cropdusting. The two join the U.S. Army Air Corps where Rafe falls in love with a beautiful and courageous nurse, Evelyn Johnson (Beckinsale), before volunteering to fight alongside the English pilots in the Battle of Britain. He leaves behind Evelyn and Danny who are soon stationed together at Pearl Harbor. Taking advantage of the heavenly spot, new friendships and loves are formed, unaware of the overwhelming forces moving toward them which would shatter their world and alter history.