In the small town of Propwash Junction, Dusty Crophopper is a crop duster plane who works at a cornfield and practices aerobatic maneuvers in his spare time, dreaming of becoming a famous racer. His dreams are scorned by his boss Leadbottom and his forklift mechanic friend Dottie. However, he is supported by his fuel truck friend Chug and Thomas, Twilight Sparkle, their team, Blythe Baxter, Zoe Trent, Pepper Clark, Vinnie Terrio, Minka Mark, Sunil Nevla, Russell Ferguson, Penny Ling, Zecora, Stephen, Rattlesnake Jake and Stuingtion's Engines (who are hanging out with Dusty, and he is their new best friend, and they all are his best friends along with Chug). Dusty, Chug, Thomas, Twilight and the others train for qualifiers for the upcoming Wings Around the Globe race. On the night before the qualifiers, Dusty asks an elderly and reclusive navy war plane named Skipper Riley to teach him how to fly well, but Skipper refuses. Dusty enters the qualifiers, and although the audience mocks him for being a crop duster, he manages to wow them by his well-practiced flight maneuvers, but comes in 6th place and does not qualify. A few days later, a representative from the qualifier visits Propwash Junction looking for Dusty and announces to him that he now placed 5th. This is due to the qualifier ahead of Dusty using an illegal fuel enhancement, getting him disqualified and Dusty replacing him, and he also says that Thomas, Twilight and the others all can be Dusty's teammates in the race.
Later in the morning, right after Dusty sang to himself about how brave he can be in the race and to prove it to Thomas, Twilight and the others ("I Am Not Afraid"), Skipper visits him and tries to talk him out of racing. But when Dusty explains that he wants to prove he's more than just a crop duster, Skipper decides to mentor Dusty on his speed and agility. While in the midst of his training, Dusty admits that he has a fear of heights, much to everyone's shock and surprise. Despite this, their training continues, and when it is complete, and Stuingtion's engines and Blythe train Thomas, Twilight and the others how to fly planes and how to race, Skipper allows Dusty to wear the insignia of his old squadron, the Jolly Wrenches. Dusty, Thomas, Twilight and all the others head off to the meeting of the race at John F. Kennedy Airport, where they befriend an eccentric but loyal Mexican race-plane named El Chupacabra, who soon falls in love with a beautiful French-Canadian racer named Rochelle, who shows little interest in him. Dusty also is shown contempt by the arrogant and three-time winner plane Ripslinger, who rudely dismisses him as a "farm boy". Dusty also falls in love with an Indian racer plane named Ishani, who becomes supportive of him, even though our heroes playfully teased him about him now having a crush on her. But to the CMCs' shock, Diamond Tiara and Silver Spoon are competing too, in which they make fun of the CMCs being beaten by them, and then they start to make fun of Dusty for being a dirty crop duster. Later that night, our heroes explain to Dusty about the rivalry between the CMCs and rich duo (even Peter Sam bringing up the Gabby Gums scheme and the duo working for the Decepticons). Dusty then too grows a hatred for the duo, and vows to give them a piece of his mind.
During the first leg of the race from New York to Iceland, Dusty's refusal to fly high causes him, Thomas, Twilight and the others to finish in last place ultimately due to him collecting ice on the wings from the freezing ocean and his endurance level to cope with the temperature. During the second leg of the race to Germany, Dusty, Thomas, Twilight and the others show good sportsmanship by saving another racer, Bulldog, from crashing when his eyes get squirted with oil from one of his propellers because of an overheated engine, thus winning Bulldog's respect but finishing last again.
In India, Ishani gives Dusty advice on how he, Thomas, Twilight and the others can fly low through the Himalayas by following some railroad tracks. However, they are all forced to fly through a tunnel and narrowly avoid a head-on collision with a steam train (with Twilight quickly using her teleporting spell to get Dusty, herself, Thomas and all the others out to safety right before they even hit it), but miraculously finished first in Nepal. Dusty then realizes Ishani deliberately gave him bad advice in order to get a new propeller from Ripslinger, and he shuns her. As the race continues, Dusty and our heroes get into first place again in Shanghai. There, Dusty, Thomas, Twilight and the others manage to help El Chupacabra win over Rochelle with a romantic song, which works a little too well. In the next race across the Pacific Ocean, Ripslinger's henchmen Ned and Zed destroy Dusty's navigation antenna as Diamond Tiara and Silver Spoon use a machine gun they installed on their plane to damage the CMCs' navigation. Lost and low on fuel, Dusty, Thomas, Twilight and the others miraculously are found by two Super Hornets who escort them to the USS "Flysenhower" (a reference to the real-life aircraft carrier USS Dwight D. Eisenhower (CVN-69)) which allows them to land and be repaired. While on the carrier, Dusty, Thomas, Twilight and the others see a hall of fame set up for Skipper's squadron, but discover that Skipper only flew one mission, which contradicts his previous reputation as a veteran of many battles.
They then have to take off in order to try and beat an oncoming storm. The storm becomes very violent with enormous waves. Dusty gets distracted from flying due to his thoughts about Skipper and ends up crashing into the ocean but is rescued. He, Thomas, Twilight and the others are flown to Mexico and their friends, but Dusty is severely damaged and may never fly again. Skipper confesses to Dusty, Thomas, Twilight and the others that he did indeed fly only one mission in the Pacific theatre, where his entire squad of trainees was killed on their first mission. Skipper was the only survivor, but torn by his guilt, he never trained another plane or flew again. Demoralized and heartbroken, Dusty begins to consider dropping out of the race, while Scootaloo decides to give up, thinking the 2 rich stuck-up duo has beaten them, but Dusty is encouraged by his friends, Thomas, Twilight and the others to continue. And the friendly racers and many of his new-found fans all donate parts to have him repaired; including Ishani, who donates the propeller that she got from Ripslinger, while Duncan gives Scootaloo her confidence back by reminding her who she was and how she never gave up before. ("Hearts as Strong as Horses") In a showing of camaraderie, the other racers' pit crews help with Dusty's repairs.
With a change of heart and morale restored, Dusty becomes determined to win the race, but Ripslinger is still determined to "end [Dusty flying in the race] once and for all." Diamond Tiara and Silver Spoon then try to crash the CMCs. He and his goons attack Dusty while out of camera range, as the rich fillies try to shoot down the CMCs, but are thwarted by Skipper, who overcame his guilt and came to help Dusty, Thomas, Twilight and the others.
Then the Skarloey engines, who've had enough with the rich fillies' cheating, draw fire at their plane: Duncan manages to take out the tailfins, Sir Handel takes out the wing flaps, Skarloey then shoots holes in the fuel tank, as Peter Sam and Luke put a bunch of holes in the fuselage, Dusty quickly aids them and uses his new prop to grind up the tail and then take out Silver Spoon's machine gun, then Scootaloo flies their plane next to the rich fillies, then shoots Diamond Tiara with her Desert Eagle, (remembering a story that TC heard about during WWI) then Diamond Tiara gets so distracted from her pain that she lets go of the joystick, and then their plane plummets to the ground and explodes.
When trying to catch up with Ripslinger and with Thomas, Twilight and the rest of our heroes right by his side and telling him that he can do it, Dusty conquers his fear of heights when his engine starts losing power, forcing him and our heroes to ride the jet stream when they recognize from clouds that a jet stream is overhead. While in the jet stream, Rainbow Dash was going so fast that she made a Sonic Rainboom, much to everyone and Dusty's surprise and happiness.
Dusty, Thomas, Twilight, the others and Ripslinger make it to the finish line in New York. When it looks like Ripslinger will win, his ego gets the best of him and slows down to have his picture taken. Dusty seizes the opportunity, and wins the race while Ripslinger crashes into some portable toilets. Dusty is congratulated by his friends and fans and even Princess Celestia and Princess Luna, who both came to celebrate his and our heroes' victory, congratulate Dusty for finally overcoming his fear of heights, and the Wonderbolts also came to congratulate Rainbow Dash on her victory and to finally meet J.J. in person. Skipper thanks Dusty, Thomas, Twilight and the others for giving him the confidence to fly again. Then Diamond Tiara and Silver Spoon are towed into view on their damaged plane by Marshall P.F. "T.C.'s uncle", and are then taken away to prison for using nitrous oxide in their plane, with Diamond Tiara yelling that she will have revenge. But Duncan states that she will never beat them because they're idiots, then Dusty flings mud on her. As the official hands the team a trophy for themselves, Scootaloo yells: "WE DID IIIIIIIIIIIIIIIIIIIITTTTTTT!!!!!"
In the epilogue, Skipper rejoins the navy with Dusty, Thomas, Twilight and the others as his partners, and they take a flight together back for home. ("Hearts as Strong as Horses" reprise)
- Zecora, Stephen, Steamy, Puffy, Evan, Shai-Shay, Sharky, Willy (the train), Mako, Rattlesnake Jake, The Miner Trains (Steam Grindor, Steam Mech, Mucker, Steam Claw D., Steam Driller, Steam Sweeper and Steam Exavator), T.C., Hugs, Buzz, J.J., Socky, Skunky, 1206, The Planet Trains (Zip, Dazzlen, Dusten, Gustis, Rings, Uray, Tune and Shiver), Blythe Baxter, Zoe Trent, Pepper Clark, Vinnie Terrio, Minka Mark, Sunil Nevla, Russell Ferguson, Penny Ling, & Marshall P.F. are guest starring in this film.
- Diamond Tiara and Silver Spoon are competing in the race with Ripslinger.
- Princess Celestia, Princess Luna, and The Wonderbolts only appeared at the end of this movie.
- While Dusty sings "I Am Not Afraid" to himself in his hangar, it is revealed that on a small table with a brown vase, he now has a framed picture of Thomas, Twilight and their whole Adventures team. And in the picture, it says "To Dusty", as it was a special gift to him.
- When flying, our heroes are identified by their plane names.
- This is the first time that Diamond Tiara and Silver Spoon are the only guest stars working for the main antagonist.
- In this film, Victor speaks Spanish to El Chupacabra, since they both speak the same language.
- It's revealed that Blythe knows how to fly a plane because her dad Roger Baxter himself was a pilot.'
- Whittany and Brittany Biskit are mentioned in this film.
- Nothing Can Stop Me Now - Mark Holman
- I Am Not Afraid - Dusty Crophopper
- You Can Fly! - Chorus
- You Don't Stop - NYC - Chris Classic and Alada D
- Franz's Song (Ein Crop Duster Can Race) - Franz
- Fly - Jon Stevens of The Dead Daisies
- Love Machine - El Chupacabra and Antonio Sol
- Hearts Strong as Horses - Apple Bloom, Sweetie Belle and Scootaloo
- Music score - Planes: Final leg of the Race
- Music score - Planes: Skipper to the rescue
- Music score - Wallace and Gromit: The Curse of the Were Rabbit - Dogfight
- Music score - Toy Story - Buzz Flies
- Won't Have To Look Too Far - Penny Ling, Minka Mark, Pepper Clark, Vinnie Terrio, Zoe Trent, Sunil Nevla and Russell Ferguson
- Hearts Strong as Horses (reprise) - Apple Bloom, Sweetie Belle and Scootaloo
- (End Credits) - Nothing Can Stop Me Now
- (End Credits) - Fly
- (End Credits) - It's Gonna be a Great Day
The names of the planes
- Thomas and Twilight - The Blue Twilight Streak - Bi-wing L6 Cruiser
- Skarloey - Skare Bullet - Waco YMF-5C
- Percy - The Saddlewing - P-51 Mustang
- Pinkie - The Pinker - Waco YMF-5C
- James - The Red Streak- P-51 Mustang
- Rarity and Spike - The Jewel Jetstream
- Gordon - The Express Flight - Spitfire
- Rainbow Dash - The Supersonic Rainbow - F-22 Raptor
- Henry - The Flying Green
- Fluttershy - The Butterfly #1
- Rheneas - The Gallant Flyer - Waco YMF-5C
- Toby - The Tramway Zoom - Sopwith Camel
- Applejack - The Zap Apple - Waco UPF-7
- Edward - The Duel Banker - Sopwith Camel
- Emily - The Emerald Streaker - Fairey Fulmar
- Bash, Dash and Ferdinand - The Chainsaw- Fairey Fulmar
- Apple Bloom, Sweetie Belle and Scootaloo - The Tri-Crusader- Bi-wing L6 Cruiser
- Sir Handel - The Blue Falcon - Waco YMF-5C
- Peter Sam - The Zippin' Stuart - Waco YMF-5C
- Duncan - The Rockin' Flyer - Waco YMF-5C
- Charlie - The Jokester Jockey- Fairey Fulmar
- Hiro - The Samurai Ninja of Night - Douglas A-20 Invader
- Luke - The Irish Racer - Waco YMF-5C
- Shining Armor and Cadance - The Love in Shining Armor - PV-2 "Harpoon"
- Victor, Zecora and Kevin - The Cuban Zebra - Boeing Stearman E75 (PT-13D)
- Rusty - The Rusty Missile - Waco YMF-5C
- Stephen - The Kingwing - Sopwith Camel
- Sharky, Mako and Willy - The Air Seas - Grumman HU-16E Albotross
- Steamy, Evan, Puffy, Shai-Shay and Rattlesnake Jake - The Western Speed - Douglas A-20 Invader
- T.C. and Hugs - The Turbo Wings - Junkers Ju 52
- Buzz - The Orange Banker - Sopwith Camel
- J.J. - The Purple Comet (Note: This is not a plane. It's just J.J. wearing wings and prepared by booster jets in his tender and his race train name.)
- Socky - The Wind Sock- Fairey Fulmar
- Skunky - The Flying Skunk - PV-2 "Harpoon"
- The Miner Trains - The Gold Rust - C-130 Hercules
- The Planet Trains - The Planet Shuttle - Turbo Shuttle
- 1206 - The Diesel Speeder - Spitfire
- Blythe Baxter, and the Pets - The Littlest Pet Jet - Bell YFM-1 Airacuda
- Diamond Tiara and Silver Spoon - The Silver Diamond - Bi-wing L6 Cruiser (with third prop and Vickers machine gun)
- The Opening scene
- Dusty asks Skipper/Tryouts
- Dusty's in the race!
- Finding transport for Thomas and Twi's team/"I Am Not Afraid"/Skipper Visits Dusty
- Dusty admits his fear
- Training for the race
- Flying to John F. Kennedy Airport/You Can Fly!
- Meeting the competitors
- Explaining to Dusty about the rich duo
- The first leg of the race
- The second leg of the race/Dusty saves Bulldog/The third leg of the race
- Advice from Ishani/The 4th leg of the race
- Helping El Chupacabra win Rochelle
- Lost at sea/On the carrier
- In the storm/Skipper's Story/You're a racer
- The final leg of the Race
- The final battle scene
- Dusty Conquers His Fear
- Dusty Wins The Race/Ending