A cargo steamship sails through the pristine waters of the Red Sea. In the far distance — twenty miles off the ship’s starboard side — we can see the closest land... an endless expanse of untouched desert.

The four hundred foot long boat is packed with wartime cargo. Most of it — all the munitions and armaments — are in the hold... but there are rows of BSA and Royal Enfield motorcycles on the deck along with armored cars and two steam locomotives. The Anti Aircraft guns in the bow and stern are manned by soldiers wearing World War Two desert khakis.

A Heinkel 111 twin engined Luftwaffe bomber flies high above the desert towards the sea. A wing of six Messerschmidt 109s flies in formation behind the bomber.

The forward anti aircraft gunner scans the skies with a pair of binoculars. He tenses when he spots something high above. Through the binoculars we see a wing of eight Spitfires flying in perfect formation.

We’re inside the surprisingly rudimentary cockpit of the lead Spitfire. At the controls is Squadron Leader Ray Thornton — young, confident, wearing a leather shearling jacket, leather flying helmet and goggles. RAY: “This is Red One. Bandits at four o’clock.” Ray banks hard right and the squadron dives.

Inside the Messerschmidt cockpit, Obersleutnant Jurgen Friedl commands the Luftwaffe fighter escort. GERMAN PILOT: “Bandits high right.” JURGEN: “I see them. Stay in formation until I give the order.”

The anti aircraft gunners on the cargo ship see the events unfolding above and open fire. The huge exploding shells leave puffs of black smoke against the flawless blue of the sky.

Ray opens up with his dual Browning machine guns. The rest of the squadron follow suit before fanning out to pursue the enemy aircraft. Ray keeps diving — pulling up at the last possible minute — less than a hundred feet from the water.

Both sets of planes perform complex aerobatic maneuvers to place themselves behind the enemy. A Messerschmidt barrel rolls out of danger. Another performs an Immelmann turn and opens fire. A Spitfire is hit and banks steeply away with smoke pouring from its engine.

Ray is traveling at close to 400 mph just above the sea. He screams past the SS Thistlegorm — so close that the men on deck are caught in the turbulence of his wake. Ahead, the Heinkel’s bomb bays are open. Ray points the plane’s nose up toward the bomber’s belly and opens fire. Inside the Heinkel, the nose gunner fires back and the pilot has his finger on the bomb release. Ray’s machine-gun fire hits the bombs before they’re released. The Heinkel turns into a fireball. Ray flies through the explosion and then drops a pursuing Messerschmidt. His fuel is running low. The engagement is over.