After a dissolve to a clock at almost 12:15 am that night, the bar area begins to clear - now Bonnie plays a meditative, moody Liszt piece Liebestraum on the piano. When Sparks brings Geoff the remainder of Joe's material belongings ("stuff"), there isn't much to pick through: "He didn't have much to show for all ..." Bonnie has decided to leave on the 4:00 am boat: "It's too bad Barranca's so far from Brooklyn." Before she departs, he requests that she select something from Joe's stuff for herself. When she picks out an expensive piece of jewelry and he makes a snide comment, she senses that his misogynistic bitterness has been derived from a past experience with a woman:

Geoff: How 'bout taking along a little souvenir? Why not? Help yourself. You've got a good eye, lady.
Bonnie: Say, somebody must've given you an awful beating once.

Instead of keeping it for herself, Bonnie presents the grieving Lily with the valuable watch. They define their mis-matched characters with their own label of "queer duck" - knowing the existence of argumentative, conflicting values between them:

Geoff: You're a queer duck.
Bonnie: So are you!
Geoff: I can't make you out.
Bonnie: Same here.

She probes deeper into Geoff's past - trying to discover the source of their conflict of values:

Bonnie: What was she like, anyway?...That girl that made you act the way you do.
Geoff: A whole lot like you. Just as nice, almost as smart.
Bonnie: Chorus girl?
Geoff: Only by temperament.
Bonnie: Well, at least you're true to the type...Still carrying the torch for her, aren't you?

He tells her that his steadfast, stubborn nature is to avoid any entanglements, attachments, supplies, and binding emotional relationships with women because they always want to make plans for the future. Candidly, there was one woman in his life who 'came close,' but ultimately left him (and probably "married another flier") due to the pressure and anxiety his dangerous lifestyle and occupation produced:

Geoff: Don't believe in laying in a supply of anything...
Bonnie: Matches, marbles, money or women, huh?
Geoff: That's right.
Bonnie: No looking ahead, no tomorrows, just today.
Geoff: That's right.
Bonnie: Is that why she gave you the air?...
Geoff: Listen, I wouldn't ask any woman to - ...
Bonnie: What wouldn't you...?
Geoff: What?
Bonnie: ...ask anybody to do?
Geoff: Did you ever know a woman that didn't want to make plans? Map out everything? Get it all set? Well, I don't blame 'em, I guess. It's the only way they can operate, run a home and have kids.
Bonnie: I suppose you think that's a lot easier, less dangerous than flying...
Geoff: I told you, I wouldn't ask any woman.
Bonnie: What if she were willing?
Geoff: That's what they all say. Women think they can take it, but they can't. The minute you get up in the air, they start calling the airport. When you get down, you find them waiting for you so scared, they hate your insides.
Bonnie: What if she were the type that didn't scare so easily?
Geoff: There's no such animal.
Bonnie: Now how do you know?
Geoff: Well, the girl I was telling you about came as close to it as anybody I ever met...Told me if I didn't quit flying, it was all off.
Bonnie: You wouldn't, would you?
Geoff: I'm still flying.

He boldly proposes a sexual encounter - disguised for a 30s film: "Would you like to go over to my room?" After a moment's pause, she agrees: "Sure." Their progress in the intimate scene of self-discovery is interrupted by Kid - Geoff is summoned to take an assignment to fly the mail through the pass, now that the fog has lifted. To immediately prove his tough words, Geoff agrees to take the job by himself - a six-hour round trip journey. As he leaves, he quickly kisses Bonnie goodbye, wishes her a "nice trip," and pours a pitcher of icy water over his head to ready himself. Kid non-chalantly and deliberately tosses a coin into the air behind Bonnie as she notes: "Things happen awful fast around here." As they watch Geoff take off in the prop plane, Kid realizes that she is drawn to him - and must grow to accept the fact that he may never return:

Bonnie: Is it going to be dangerous?
Kid: What do you want to do, put a net under him? Well lady, you're really better off this way.
Bonnie: Sure, I guess --- Now look, I hardly know the man!
Kid: Sure, but you'll get over it.

When the morning dawns after a black fade-out - and a tired Geoff returns, Bonnie has resolved to stay after seeing Geoff bravely fly the mail. She remains to see if Geoff is the "ideal" man for her. He is startled to see her cheerfully eating breakfast and drinking coffee in the saloon. Nervous (while chewing her food slowly and moving the fingers of her left hand), she cannot easily explain her actions and why she had her trunk put on the dock. Baffled by her own strange feelings, she speaks of herself in the third person: "The girl that got off that boat's the perfect stranger to me...I don't know whether this is me or another fella...you know, by all rights, Bonnie Lee oughta be sound asleep on that boat far out to sea." Treating her roughly and with stony, emotionless reticence, Geoff suggests flying her to meet her boat enroute to get rid of her - he humiliates her and dashes her hopes about her romantic prospects. But she must hang around for another week:

Bonnie: Look, you don't have to bother about me. I'm cured. I suppose there's a first time for everything.
Geoff: What do you mean?
Bonnie: Well, I've never quite made such a chump out of myself. I'm sorry. I'm sorry I -- No I'm not either, I'm glad.
Geoff: You're not making sense.
Bonnie: You're telling me? If I'd taken that boat, I'd have gone out of here remembering a swell guy. Someone who lived up to a screwy ideal that I'll -- I don't know.
Geoff: Look, I didn't ask you to stay. I wouldn't ask any woman --
Bonnie: I know. You wouldn't ask any woman to do anything.
Geoff: That's right. What's more, there's something else I wouldn't do.
Bonnie: What?
Geoff: Get burned twice in the same place. There's another boat leaving next week.
Bonnie: I'll be on it.

The next day, a new flier arrives named Bat MacPherson (Richard Barthelmess) - [an assumed name] - to take Joe's (or the aging Kid's) place. Geoff immediately recognizes the pilot as the disreputable Kilgallen - a disgraced, unworthy pilot whose cowardice once caused the death of Kid's younger brother - "the first pilot who ever bailed out of his plane and let his mechanic crash." The other fliers (except for Geoff) shun MacPherson and refuse to share a drink with him. When Kid returns from a flight, he first asks for a match as he senses the quiet, morbid pall over everyone: "It's like walking in a graveyard." He welcomes "the new guy" but only as he gets closer does he slowly realize who the detested flier is: "Hello Kilgallen. Long time, no see." Geoff effectively strikes a match as a way to cool down Kid's emotions - Kid pushes away the match and represses his anger: "I'm all right. Two years ago, I'd have broke your -- Keep out of my sight. I may still do it."

MacPherson's radiant wife is Judy (Rita Hayworth, her first appearance in a major film) - she is unaware of her husband's previous name and his past:

Bat: No, she doesn't know about me...
Geoff: You do some queer things, Kilgallen...Why didn't you tell her what you've done?

Without enough money for boat passage out of Barranca, the dishonored MacPherson is offered "a chance...you'll make your passage home" with an opportunity to prove himself and fly into the rugged area of San Felipe. There's been a mine accident and the son of the mine owner Hartwood (Forbes Murray) has been injured - it's a dangerous place to land an emergency airplane and bring in a doctor: "It's worse than getting a piano over a transom...You're taking a doctor into a boy who's hurt. It's a bad place to get into, worse to get out." When the Spanish-speaking doctor is asked - by Sparks who serves as an interpreter - if he will accept the treacherous mission, the doctor boldly asserts: "I go!" [While Geoff points to a map and describes the terrain of the landing area to MacPherson, the doctor defiantly orates, in Spanish, part of a speech from Shakespeare's Henry IV.] Sparks translates and paraphrases the doctor's words - that we all die sooner or later:

Sparks: A man can die but once. We owe God a debt. If we pay it today, we don't owe it tomorrow.
MacPherson: He's no fool.

Sensing that Kid's eyesight may be failing ("because I didn't know that guy [MacPherson] right off"), Geoff administers an eye test using two charts. Because Kid has memorized the order of the letters, he passes. But Kid fails to align two black pins in a wooden box - they look lined up from Kid's point of view, but are far apart from Geoff's vantage point. Before announcing the test's results, Geoff explains how the airline needs another flyer like MacPherson despite his "no good" reputation. He cannot afford to take any chances with Kid's poor eyesight during the last crucial week of their agreement:

If the Dutchman loses another plane, he's cooked...Dutchy made an agreement. If he could get the mail out of here twice a week on schedule for six months, he'd not only get a long contract but a subsidy. You know what that would mean? Plenty of money around here. No more second hand junk to fly, no more pass to monkey with. These new jobs can get over the top of those peaks in any kind of weather.

When Kid admits he cheated on the tests (with Dutchy's help), Geoff must bluntly and directly announce the grounding of Kid's twenty-two year flying career with pragmatic simplicity - all their emotions are effectively kept under wraps as they avoid looking at each other:

Geoff: You're through flying, Kid.
Kid: Uh huh. After 22 years. (He plays with his cigarette.) Well, I guess that's long enough for anybody. You're gonna need that Kilgallen, aren't you?

Once Kid leaves the room after tossing his coin haphazardly into the air, Geoff transfers his emotional anger and hurt to an object in the room - he kicks over the chair that Kid sat in during the various eye tests.

On MacPherson's aerial mission - filmed with spectacular aerial photography through snowy peaks, MacPherson is required to land the airplane on a small plateau in the mountains ("when you land, you'd better come in short or you'll run out of ground because there's a big drop all around there"), pick up the injured boy, and then take off (with "extra weight") by flying straight off the canyon edge and gaining flying speed while falling. A highlight of the landing is when the plane goes around for a second approach and races along the canyon.

By another coincidence, Judy is Geoff's ex-wife. [She is the phantom woman who detested his flying and deserted him years ago - she remembers his familiar saying to never "ask any woman to do anything." She is also the one who causes him to never make promises and to remain suspicious of women to avoid "getting burned twice in the same place."] When Judy pays a visit to Geoff, she happily greets him: "I could hardly believe my eyes." After he kisses her on the lips, she wonders: "I'm not so sure we should've done that." She has also kept her life's secrets from her new husband:

Geoff: I thought you'd had enough of fliers.
Judy: So did I.
Geoff: Well, you getting along all right?
Judy: I'm very happy. (She lights his cigarette.)
Geoff: Did ya - did you tell him about us?
Judy: He never asked me.
Geoff: Hmm.

When MacPherson returns from his perilous flight, Geoff tells him that he doesn't need "passage money" because he "got the job" - all the jobs that are too dangerous for anyone else. Geoff doesn't admit that he is impressed with the flier's skill and daring:

MacPherson: (sarcastically) Maybe I oughta pat you on the back.
Geoff: You don't have to. Just do what I tell you to do.
MacPherson: You mean, anything that's a little too touch for somebody else?
Geoff: Yeah, yeah, that's about it. Look fella, I'm knee-deep in friends around here, but you're one guy I can send out in any kind of weather, on any kind of job, and only worry about the ship getting back...On those terms, you still want the job?
MacPherson: I don't know any other way I'd want it.
Geoff: Good.

By hanging around (and listening in on conversations), Bonnie has become aware that Judy and Geoff are ex-lovers: "Isn't that girl the one he used to be in love with?" She attempts to convince Kid that she isn't in love with Geoff: "You don't think I care anything about that, do you? Well I don't, see." But she betrays her concern for his risk-filled life when "the old master himself" is flying a "smashed-up" plane ("that Mike stuck together with a little glue") to test its airworthiness. When Geoff is knocked unconscious by a detached windshield during a deep dive and the repaired plane spins out of control, a concerned Bonnie [she calls herself a "baby"] and the others watch him in terror. Finally, he lands and narrowly escapes crashing. Kid cautions an excessively-emotional Bonnie from loving Geoff too much - as he does:

Kid: After that sample, have you still got your chin stuck out for more?
Bonnie: Oh, I know I'm a fool, but I can't do anything about it.
Kid: He won't quit flying, Bonnie.
Bonnie: I wouldn't ask him to. You don't believe that, do you?
Kid: You'll have a hard time making him believe it. Think you can take that sort of thing day after day?
Bonnie: You love him, don't ya, Kid?
Kid: Yes, I guess I do.
Bonnie: Why can't I love him the way you do? Why couldn't I sneer when he tries to kill himself, feel proud when he doesn't? Why couldn't I be there to meet him when he gets back? Why couldn't I --- What do you do when he doesn't come back when you expect him to?
Kid: I go nuts.
Bonnie: Gee whiz, you're a great help.