Filming the mock air war in ''Memphis Belle''

She’s listed in the credits as Flying Fortress B-17, Reg. No. N3703G, but her owner, Anaheim, Calif., businessman David Tallichet, 67, calls her Once Upon a Time. From now on, though, she’ll probably be best known for her portrayal of the Memphis Belle, the World War II bomber whose crew was the first in the U.S. 8th Air Force to complete 25 missions over Europe.

As the unexpected star of the hit movie Memphis Belle, Tallichet’s 46-year- old B-17 is a kind of Jessica Tandy of the skies, thrilling audiences and winning critical acclaim at an age when most of her contemporaries have long since retired to their hangars. Capable of carrying two tons of bombs and traveling twice as far without refueling as earlier bombers could, the celebrated Flying Fortresses — German propaganda minister Joseph Goebbels called them ”Flying Coffins” — were wartime symbols of courage in the face of adversity: Their crews flew thousands of daylight raids from which many never returned.

In the day of the Stealth bomber, the lumberiig, propeller-driven World War II airplane is something of an anachronism. But then, so is the movie. Turning its back on Top Gun‘s video-game sensibilities, Memphis Belle is an unapologetic throwback to the valiant-bomber-crew movies of the ’40s. With a cast of fresh-faced young actors — led by Matthew Modine and Eric Stoltz — it tells the unabashedly heroic (and fictionalized) story of the Belle crew’s final mission.

The movie’s retro spirit is no accident. The story was inspired by director William Wyler” 1944 documentary about the actual warplane and its crew, and was produced by Wyler’s daughter Catherine Britain’s David Puttnam (Chariots of Fire). Together with director Michael Caton-Jones (Scandal), they wanted to celebrate a time when air warfare was less a matter of technological calculation than a test of guts, nerves, and teamwork. And they chose to do so with a minimum of trickery and a maximum of authenticity.

”Both David and I wanted to make a movie about group, as opposed to individual, bravery,” says Caton-Jones. ”I tried to give the film the style of the period. A lot of people say it’s old-fashioned, which it is because I tried to give it that style, to shoot it simply, as opposed to jazzing it up.”

The search for authenticity meant returning to a seat-of-the-pants style of filmmaking. It also required locating enough flightworthy World-War-II-era aircraft to form a small air force. ”I don’t think this movie could have been made 15 or 20 years ago,” says Catherine Wyler. ”Some of these planes have only recently been made flyable.”

The search for restored planes started close to home. Wyler’s uncle, David Tallichet, is a part-time pilot who, through his Military Aircraft Restoration Corp., owns 100 vintage planes, including one of the needed B-17’s. Out of 13,000 such bombers built during World War II, he estimates that there are currently only six flyable survivors (worth at least $600,000 each) in the U.S., plus several more in Europe. The original Memphis Belle is restored but permanently grounded in a Memphis, Tenn., exhibit.

Despite his B-17’s age and primitive equipment, Tallichet didn’t think twice when Wyler asked him to deliver the bomber to England, where the film was to be shot. ”It’s a sturdy, sturdy airplane. It’s an easy plane to fly,” he says. With just a copilot and a flight engineer, Tallichet set out from Grand Rapids, Mich., where the plane had just appeared in an air show, for the three-day flight to England, making stops in Labrador and Iceland for fuel and rest. Fully tanked with 2,600 gallons, his B-17 can theoretically stay in the air for as long as 13 hours, but he tries to keep most hops under 10 hours. ”You never trust the fuel tanks,” he says.

The film’s headquarters for the three weeks of aerial photography were in Duxford, just a few miles from Bassingbourn, where the original Memphis Belle was based during World War II. There Tallichet’s B-17 joined up with four others: One, owned by the late Bob Richardson of Seattle, had also made the journey from America; the Sally B was already based in Duxford; the Lucky Lady and the Chateau de Verneuil were recruited from France.

”It was pretty stupendous really, because initially we didn’t know how many aircraft might be available,” says associate producer Eric Rattray, who was in charge of assembling the on-screen air force. Nor did he know just how many planes the production, which was originally budgeted at $18 million but eventually stretched to $23 million, could afford. ”I felt going with four might have been fine, but you can’t frankly expect the four to be operational all the time,” Rattray continues. ”So then you’re down to three. Five really were essential.” As it turned out, there were days when all five B-17’s were simultaneously aloft (as in the shot in which the planes, in tight formation, head out over the English Channel). For the battle sequences, the Flying Fortresses were joined by eight Mustang escort planes, three German Messerschmidt fighters, plus a camera plane.

In many ways filming the aerial sequences was akin to restaging the war itself. Working from storyboard drawings of the desired scenes, Mark Hannah, of the Old Flying Machine Company, would brief the pilots each morning on their required maneuvers. Flying in the camera plane, retired RAF Air Vice Marshal Ron Dick would convey the director’s instructions to the pilots. ”Fortunately,” says Rattray, ”we had very good weather. We didn’t have much engine trouble, and our pilots were superb.” Many of the flyers who worked on the movie were not professional stunt pilots, but, like Tallichet, were the owners of the planes they flew, warplane buffs with flying licenses.

Even with gun barrels shooting blanks and bomb bays empty of munitions, staging a mock air war is dangerous work — especially when it seems most routine. One afternoon, the Chateau de Verneuil was taking off to circle and film a landing. Suddenly a brake grabbed. The plane swerved off the runway, careening across a wheat field, and smashing into a rise in the terrain. The crew quickly scrambled to safety, and for a few moments it appeared the plane would be salvageable. Then, in an eerie echo of Memphis Belle‘s chilling opening scene, the damaged plane burst into flames. ”By the end of three hours of burning we had only a rudder left,” Rattray says sadly.

Despite the risk, the filmmakers tried to shoot as many aerial effects as possible with real planes, and the British B-17 took the brunt of the stunt work. For a scene in which a bomber takes a critical hit, special-effects technicians outfitted the Sally B with exploding mortars and smoke systems. At the proper moment, the crew ignited the fireworks and put the plane into a screaming dive. The stunt plane, of course, recovered; the stricken bomber in the movie does not.

For such crashes and midair collisions, special-effects supervisor Richard Conway built a fleet of radio-controlled miniatures. The effects crew referred to them as ”models,” but these flying machines had little in common with basement-built replicas. With an 18-foot wingspan and four chainsaw engines for power, the largest models could reach an airspeed of 100 miles per hour, and when packed with explosives, they could self-destruct with frightening realism. The model planes took off and landed from a specially constructed one-sixth-scale landing strip erected about four feet above the ground so that when shot against the horizon it would blend in with the surrounding airfield.

The spirit of rugged realism that pervaded the shoot affected even the actors. Each of them took the opportunity to fly in the noisy, unheated antique planes. ”I was surprised. I always heard studios didn’t let actors fly, but they encouraged them to go up,” says Tallichet.

”I thought it was very important for the actors and the director to fly in the plane,” Wyler says, adding that during her own flight she thought the bomber felt ”maternal, as if it were taking care of us.” Actor Matthew Modine, who plays the Belle‘s pilot, thinks the eight hours he spent aloft helped his performance. ”If I was going to sit in that left seat, then I was going to be a pilot, not a pretend pilot like in all those other movies.”

Still, the cast’s enthusiasm for flying B-17’s had its limits. ”It was interesting,” says Tallichet. ”As soon as the French plane screwed up that takeoff and crashed, the volunteers fell off 98 percent.”

When it came to filming scenes set inside the aircraft, the actors spent most of their time on a soundstage at England’s Pinewood Studios. There, a metal mock-up of the B-17’s fuselage, constructed according to original Boeing specifications, was built in five separate parts mounted on hydraulic rigs, allowing for pitch, roll, and vibration. With no room for a camera crew on board, Caton-Jones mounted his cameras inside the cockpit and gun turrets and then controlled them remotely, watching the action on video screens.

For the effects crew, the toughest aspect of aerial warfare to recreate was antiaircraft fire, or flak. ”Very few people have ever experienced antiaircraft shells exploding,” explains special-effects supervisor Conway. ”We studied a lot of documentary footage — generally, it’s all very black and almost innocuous. It’s very difficult to make it seem unfriendly.” The solution he devised was to film miniature explosions, produced by a flash powder charge inside a bag of black dust, while catapulting a camera along a track at 40 miles per hour. The flak explosions were later optically married to film of the shuddering aircraft. ”I’m reasonably pleased with my bit of that,” adds Conway.

While they were struggling to achieve a realistic simulation of air combat, Memphis Belle‘s production team knew their work would ultimately be judged by a particularly knowledgeable audience: the men who flew the real Memphis Belle. Tallichet attended a screening of the movie with Robert Morgan, who piloted the Belle and is one of eight surviving members of the 10-man crew. The old pilot gave an enthusiastic thumbs up to the aerial verisimilitude, but he couldn’t help chuckling over the way Hollywood had intensified the Memphis Belle‘s already dramatic story.

”Those guys had more things happen to them in that one mission,” Morgan said, ”than happened to me in my whole tour.”