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Disgraced Top Gun fighter pilot Butch Masters leads a rogue squad in recovery of a WMD. Masters must navigate a fractured friendship, a love triangle, and must take to the skies to reclaim his military and personal honor.

Butch 'Cobra' Masters aces his USNAF top gun squad, until they are all disgraced, blamed for an exercise turned tragically wrong as manipulated real-time information made them launch real rockets on a cave hideout for chemical arms. As suggested at court trial, his mates accept to avoid a conviction by applying for a voluntary dismissal, each finding a niche in civilian aircraft. When ambitious Pentagon official John Webster, the former squad's former superior, urgently needs their specialty of strike capacity in the Middle East but can't officially engage troops for diplomatic risks, the team is informally reassembled under promise of full rehabilitation. They are retrieved from placed as far as Moscow, complemented for research with his ex girl friend, now investigative reporter, supposed to prevent chemical weapon Rainmaster falling in the hands of crazy Kurdish militia in Syria, but layers of betrayal cause unforeseen trouble.—KGF Vissers

In 2001 in Iraq, Butch Masters (Cam Gigandet) and Tom Craig (Shane West) are two American Navy pilots. Masters and Craig were on a routine observation mission with explicit orders for no weapons release unless fired upon or with verified authentication codes. Their squadron is based off on an US aircraft carrier in the Strait of Hormuz.

While on mission, they receive their orders on radio from an anonymous CIA agent, who was observing the target. The order is to bomb a suspected chemical weapons plant. The order appears to be false & unauthorized, but the CIA agent gives the correct weapons authentication codes. The missiles are launched, and the plant is destroyed. American chemical weapons experts who were inspecting the plant at the same time, get killed in the resulting explosion. A secret chemical device, called "Rainmaker", designed for oil fields destruction, gets stolen. Iraq had been developing the Rainmaker to attack Iran & the US had tracked its location to the building bombed by Masters and Craig. By the time another US team reached the building, the contents had been removed by unidentified forces.

Military court cannot prove the pilots' intentions and any order given to him by verified sources (the recording of the conversation is also missing from the archives) and gives them a dishonorable discharge.

After 7 years Craig is rich and famous. He manages a private pilot team, working for Top Gun and for movies. 2 months ago, Craig goes missing from the Top Gun training facility. Masters is a grease monkey in a small airport and runs an aviation maintenance facility. He still tries to investigate his old case, and dreams of his own pilot's team.

In order to get a license to fly Russian jets, Masters goes to St. Petersburg, where he meets old friends and new problems. Masters meets Karen (Rachael Leigh Cook). Karen was engaged to Craig 7 years ago, but Craig broke off the engagement after the trial as he suspected Masters & Karen of having an affair. At the time, Karen was studying to be a journalist and now was in Russia to cover an air-show.

Masters finds from a common friend that Craig has been missing from his job for 2 months (who indicates that Craig was after a get rich quick scheme) & figures this has something to do with the Rainmaker, as the FBI are also looking for Craig. Masters tells Karen that Craig is missing.

In Russia Karen and Masters meet Colonel Grachov (Sergey Murzin) who is in charge of the air-show and believes that the US and Russian military can work together on joint operations in the future.

At the same time, a Kurdish terrorist group plans to capture a part of Northern Iraq and establish a new Kurdish state there. They are being financed by the same CIA agent who is after Rainmaker. The agent promises more attack planes to the Kurds in exchange for the Rainmaker.

The CIA agent Cutter explains to Pentagon that Iraq created Rainmaker to render Iranian oil reserves useless. The project was created to contain the environmental effects of oil pipeline ruptures and spills. Micro-organisms were discovered which decompose Petroleum. The Rainmaker uses bunker busting technology to penetrate 300 meters below the surface before detonating. Thorium acts as a catalyst to the micro-organisms which spread through the entire oil field and render it worthless within months. Cutter says that Kurds have the Rainmaker. The Kurds plan to use Rainmaker to destroy oil fields there and make the territory uninteresting for Americans. The terrorists' base is located in Northern Iran and cannot be reached by US military. Pentagon cannot authorize a US military action as they want deniability.

Navy intelligence led by John Webster (Bill Pullman) offers Masters to clear his name by performing a secret off-records mission to Iran with a team of retired pilots. Using unmarked planes, they have to bomb the base and destroy "Rainmaker". The Navy liaison also tells Masters that Criag has in all probability joined the Kurds as a mercenary & is leading their air assault team. CIA agent (who ordered Masters and Craig 7 years earlier) named Jason Cutter (Mario Van Peebles), who is playing a double game and led the Kurdish forces to the Rainmaker after the airstrike 7 years earlier, joins Master's strike-force. Masters team includes Luke "Cajun" Babbineaux (Troy Garity), Arliss "Skids" Skidmore (Jason Gray-Stanford), and Jorge "P-Dawg" Vasquez (Jacob Vargas).

Karen, meanwhile, conducts her own investigation on Craig & finds that he owns millions of shares of a company called GeoPetrol. She also finds that GeoPetrol had created the technology to decompose oil Bio-Genetically & had provided that technology to Iraq to turn into a weapon.

The attack plans include Master's team to fly into Greece & then get air dropped into Azerbaijan, where they will receive 3 Su-27, in Iranian air-force colors, and a cache of bunker buster missiles to attack the Rainmaker location in Iran. A Russian missile expert, Anna, also goes with the team.

The Azerbaijan air force betrays the Americans & holds them captive. The team escapes their prison & flies off in a Russian biplane. The team makes it to a Russian airbase in Syria, but many members of the team are injured. Masters informs his superiors in US & they call Cutter & bring him into the loop as they still don't know that Cutter was the agent who ordered the airstrike 7 years ago. The Russians inform Masters that Rainmaker will not only decompose oil, but will create a radioactive cloud that will kill millions.

Meanwhile the Naval intelligence figures out that the unknown CIA agent who ordered the airstrike 7 years ago, didn't want the Rainmaker destroyed. He only wanted the building evacuated, so that the Rainmaker could be extracted safely. Cutter orders Craig to attack the Russian airbase where Masters & his team have taken refuge as he doesn't want any interference in his plan to deploy the Rainmaker.

The Russians are reluctant to help the Americans, but their base is attacked by Craig & his team, on their route to Iraq, where they intend to deploy the Rainmaker. The Russians are angry & decide to help the Americans, by letting them borrow their SU-27's.

In the air battle, both sides loose planes. Masters tells Craig about the side effects of Rainmaker & this triggers his loyalty. Craig gives up his life to destroy the Rainmaker. He gives Masters the coordinates to location of the CIA agent who betrayed them. Masters kills the CIA agent & returns with his team to the US