A hole in the roof means George and the Man with the Yellow Hat must sleep in the living room while their bedrooms are being repaired. But their adventure quickly turns into a disaster when George's nightly trips to the kitchen keep the Man awake at night. George and Hundley are amazed by all the flying machines at the museum's aviation exhibit. So when Hundley's souvenir airship flies out of reach in the lobby, he dreams he is British flying ace, Leftenant Doxie. Joined by the daring flyboy Chuck Monkey, the dynamic duo use propeller power as they race towards the finish line. When Hundley awakens from his dream, he has a few new ideas on how to get his ceiling bound toy within reach.