Comin’ In On a Wing and a Prayer

351st Bombardment Group at Polebrook

Most Decorated B-17 Pilots in WWII - A History








"Yesterday, Dec. 7th , a date that will live in infamy, forces of the Japanese Navy attacked Pearl Harbor... " Pres. Franklin D Roosevelt



In six brief years over 299,000 aircraft were manufactured in the US.

According to Air Command; “To man these aircraft the USAAF trained 193,440 pilots and washed out another 124,000 from 1 July 1939 to 31 Aug. 1945 while training 400,000 aircrew to man the bombers and transports with bombardiers, navigators, gunners flight engineers and other specialists.” The war began a revolution in the training of USAAF airmen.


Founding of the 351st Bombardment Group

On Tuesday Nov. 24, 1942 at Geiger Field just outside Spokane,WA the 351stBG(H) consisting of four air Squadrons was officially formed. At Polebrook, the Rothchild country estate in Northhampshire, the 351st base unit was to be comprised of the 508th, 509th, 510th and 511th Squadrons; each with a complement of 72 B-17s (plus hacks and spares). With aircrew and support personnel the station had an estimated strength of 7,900 personnel.

Dec. 28th 1942: Flying conditions in Washington were unsuitable for a heavy training schedule. After a short stay at Geiger Field the 351st entrained for Biggs Field (El Paso), Texas arriving Jan. 2, 1942 to conduct round-the-clock combat flight training.

The Air Echelon of the 351st BG began to ship overseas on April 1st 1943 transiting through Kearney Air Base, NE.

Officially Station 110 was activated April 15, 1943. B-17s, station hacks and key support personnel were ferried from Pueblo,CO. AAF through Presque Isle & Dow Field in Maine to Gander Lake, Labrador then flown to Prestwick, Scotland and finally on to Polebrook. May 4th 1943 under secret orders Ground Echelon personnel went by troop ship departing from New York on the Queen Elizabeth. The 510th and their brethren were going in harm's way. May 13th the 351st flew its first combat mission but had to abort due to flight element separation.

510th Squadron "Triangle J"


510th Sqdrn Devil Patch 351st Tail Marking 351st in action over Germany


510th (TU- ) Commanders:
Cap. William R. Forsythe Nov. 24, 1942 - May 14, 1943 …POW (this was reported June 24th)
Maj. John R. Blaylock May 17, 1943 - Dec. 31, 1943 … KIA in raid on Cognac A/D
Maj. Leonard B. Roper Jan. 4, 1944 - Jul. 21, 1944
Lt. Col. Paul D. Wood Jul. 21, 1944 - Oct. 15, 1944
Maj. Leonard B. Roper Oct. 15, 1944 - Jan. 17, 1945
Maj. John D. Gorham Jnr. Jan. 17, 1945 - Aug. 28, 1945

(source: Air Force Historical Research Agency declassified unit diary)



Polebrook Ceremony June 28th 1943

All personnel turned out in Class A uniform for the official dedication cremony when the Royal Air Force turned over possession of Polebrook Station 110 to the 351st on June 28th. The Group was deactivated 28 Aug. 1945.


ETO Air War Expansion

Under the leadership of Gen. Hap Arnold and Gen. Jimmy Doolittle the 8th Air Force underwent vast and fundamental changes. By early 1942 the remote Southwestern US was transformed by bulldozers hard at work building air fields and training camps in what had been open range only months before.

It would be up to men as young as 18 with many still in high school to step up and do a man's job.

My stepfather, 1st Lt. Francis M. Needham, co-pilot of B-17 “Nobody’s Darlin” #423093 TU-K (and "Black Magic") based at Polebrook with the 510th SQ was one of these teenage WWII fliers. Immediately after high school graduation June of 1942 he joined the AVCAD program and reported to his collection center. He was processed and reported for primary flight training at Hicks Field, Texas. He was just 18 years old.

Bomber Pilot Selection Process:

Almost every B-17 pilot in the 8th Air Force was a volunteer. Most Cadets were inducted after Pearl Harbor at age 21 or upon reaching 18 years. If the candidate passed his initial battery of USAAF tests he went on to Primary and then to Advanced Pilot Training. Those who washed out but displayed math aptitude became bombardiers and navigators. If the pipeline did not permit entry into primary training many candidates went to radio school or became aircarft gunners.

Cadet Training 351stPg3

West Point of The AAF Randolph Field,Texas


War Correspondent Andy Rooney, Courage & Nose Art


Eugene Townsend's nose art

Reproduced courtesy of the artist, Eugene Townsend, from "Boyd Thompson's 32nd Bomb Squadron, 1942 -1945, Web-Site."


"I love my country…I was stationed in Spokane, Wash. (Geiger Field), as a clerk for the Air Force," 95 yr old Ms. Marjorie Ahern said in a recent 2002 interview for an article “Courage of the People”

In 1944, Geiger Field outside Spokane, Wash., was the home of the 351st Bomb Group, 1st Air Division of the 8th Air Force. The mighty B-17 Flying Fortresses were trimmed and fitted for war at Geiger Field. Some bombers, just prior to leaving, found time for Sgt. Eugene Townsend to paint comic book characters or sultry, thinly clad cartoon pinup girls on the nose cones.

The cartooned noses became the signature of the B-17s out of Spokane and prompted war correspondent Andy Rooney to remark: "Grim-faced Luftwaffe pilots, proud of the guts that take them within the suicide circle of the fortress formation, determined to do or die for the Fatherland, must wonder what the hell kind of air force they are up against. They come diving in, teeth clenched, hell-bent for Hitler and along with a hail of lead are greeted by the stupid grin of some absurd comic-book character, or the nude form of a pretty girl painted on the nose of the bomber they are attacking. The art was something else." Courtesy R.J. Kaderlik & Montrose Daily Press ©


Personal Experiences - see link below


B-17 Pilot Jules H. of 99th BG (gave support to 351stBG web project)

B-17 Engineer/ TT Sgt. Bill Somers - also supported this project.







Target List, partial

·        Schweinfurt Ball Bearing Plant

·        14 Aug. 1943

·        20 Oct. 1943,

·        24 Feb. 1944,

·        13 April 1944

·        Berlin – Heavy Industrial

·        Bonn – Industrial

·        Cognac - Luftwaffe Aerodrome, 31 Dec. 1943*

·        Dresden

·        Frankfurt Germany

·        Hamm – Industrial

·        Hanover – Tank factory

·        Hamburg – Oil refineries

·        Kiel – Turbine engine shop.

·        La Pallice - U-Boat Pens

·        Leipzig – Aircraft Plant

·        Mannheim – Armaments works

·        Munster - Industrial

·        Nancy - Industrial

·        Noball - Industrial

·        Oranienburg – Heinkel Works, 18 April 1944

·       Wilhelmshaven – U-Boat Pens 3 March 1944

* Captn. Forsythe POW, Maj. Blaylock KIA



Me-109 passes off B-17 wing tip. Courtesy Rick School



According to Gerald Astor- and waist gunner John Morris; “most 8th Air Force (crew) casualties were suffered in the early missions of a tour of duty.” The Mighty Eighth


"Valor at Polebrook"


The story of Lt. Walter Truemper, S/Sgt Archibald Mathies

“Ten Horsepower” & The Medal of Honor


Lt. Walter E. Truemper was an intrepid sportsman from Aurora, Illinois. He was drafted June 1942 and graduated as a navigator after washing out in 1943. Ball turret gunner Sgt. Archibald Mathies, a native Scottsman transplanted to Pennsylvania as a child, enlisted in the Air Corps, Dec. 30, 1940. On a mission to Leipzig, Germany 20 Feb. 1944 their B-17 “Ten Horsepower” was jumped by two fighters. The co-pilot was killed and pilot Lt. Clarence Nelson was badly wounded and unconscious. Lt. Truemper took the damaged aircraft’s controls. Making it to England the crew bailed out. By staying with their wounded captain the two men played a desperate and brave hand. After two prior landing attempts and despite their best efforts Ten Horsepower crashed on final approach. The three men aboard were killed. For their heroic and selfless actions Truemper and Mathies were awarded the Medal of Honor posthumously.



February 20, 1944

“German fighters had been attacking for more than an hour. In the bright sunlight at 20,000 feet, the B-17s of the American 351st Bomb Group had nowhere to hide. Several of the bombers had been hit. Some carried wounded crewmen.

The young men in the bombers were too busy to feel the cold. The intercoms were alive with excited voices urgently calling out fighter positions. Gun turrets spun around to face the enemy as each new attack came in.  The bombers shuddered from the recoil as their guns lashed out in self-defense.  Anxious gunners watched each foe, hoping to see it smoke or explode, but little time could be spared to confirm a kill. The next wave of attackers was already upon them as the previous group dove away.

Without warning, 20mm cannon shells smashed into a plane named Ten Horsepower, the number three ship of the low squadron. The copilot was killed instantly. The pilot was knocked unconscious. The crippled plane wavered unsteadily and witnesses saw the bomb bay doors open. The bombs were dropped, then a man jumped from the escape hatch below the cockpit. Finally, the bomber nosed down and fell into a steep, spiraling dive. In seconds it had fallen from view. No one in the other planes expected to see Ten Horsepower again, nor could they make any effort to help. The 351st Bomb Group continued toward the target.

From the instant the cannon shells tore open the cockpit, the lives of the men in Ten Horsepower were irrevocably altered. One was already dead; another, nearly so. In the minutes and hours to follow, these young airmen would hold their fate in their hands as they struggled to survive. Some would bail out. Others would stay with the aircraft and try to land to save their pilot. Their efforts would be humble and heroic, but by nightfall half of them would be gone. In recognition of their determination and sacrifice, these ten young men would become the most decorated crew in the Eighth Air Force during World War II.”

Editor’s note: It was evident from reading Lt. Truemper’s letter to his mother that he had some prescience of his fate and was resigned to it.

#42-31763 Ten Horsepower

Aircraft Commander, Lt. C. R. Nelson - Crashed at Polebrook (KIA), F/O Ronad E. Bartley (KIA), Lt. Walter E. Truemper (KIA, CMoH), Lt. Joseph R. Martin (POW), S/Sgt. Archie Mathies (KIA, CMoH).

Photos & text courtesy Rick School



Dec. 31, 1943 the loss of “Nobody’s Darling” #423093






New Year’s Eve 1943: “Nobody’s Darlin” TU-K was out of gas. According to the 351st Combat Diary; "After a raid on the Cognac Aerodrome in France, this aircraft crash landed on the beach at Burnham on Sea with battle damage." 19 year-old 1st Lt. Frank Needham swam and waded to shore in freezing water to get help and assisted crew members to escape their B-17 before high tide could drown them. With characteristic understatement he said; "nobody got hurt". It was for this personal heroism and completing 30 combat missions he was awarded the Distinguished Flying Cross and Air Medal with three Oak Leaves (added later). Although he walked away from the crash Frank sustained two crushed vertabrae which didn’t show up until nearly twenty years after the war. The aircraft was later salvaged in Jan. 1944. Tragically, Major John R. Blaylock was killed in the same raid. Lt. Frank Needham completed 30 missions in Aug. 1944 having commenced his tour of duty May 8th 1943. In Sept. 1944 he finally went home on a well-deserved leave. Later he served with the Strategic Air Command in Greenland, at Dow AFB, and Fairchild AFB. He retired after 20 years of active duty.



Nobody’s Darlin” Crew List:

Pilot 1st Lt. Robert P. Chalmers

CP- 2nd Lt. Francis M. Needham A.S.N. 0-684763

N- 1st Lt. Donald L. Shattuck

NG- S/Sgt. Hubert M. Butler

TT- T/Sgt. Walter G. Skinner

RO- T/Sgt. Leonard J. Kriesky,

LWG- S/Sgt. Arthur Novaco,

RWG- Sgt. James L. Graham

BT- S/Sgt. Charles M. Newbury

Tail G- S/Sgt. Guy O. Meredith, S/Sgt. Ivey B. Hullender

A crew member; a gunner named Neff, lived in Delaware (deceased).

Frank later flew "Black Magic" as 1st Pilot



Major Clark Gable

“Although he was beyond the draft age at the time the U.S. entered WW II, Clark Gable enlisted as a private in the AAF on Aug. 12, 1942 at Los Angeles. He attended the Officers' Candidate School at Miami Beach, Fla. and graduated as a second lieutenant on Oct. 28, 1942. He then attended aerial gunnery school and in Feb. 1943, on personal orders from Gen. Arnold, went to England to make a motion picture of aerial gunners in action.

He was assigned to the 351st Bomb Group at Polebrook and although neither ordered nor expected to do so, flew operational missions over Europe in B-17s to obtain the combat film footage he believed was required for producing the movie entitled "Combat America." Gable was admired by the men of the 351st because “he had guts.”

Capt. Cable returned to the U.S. in Oct. 1943 and was relieved from active duty as a major on Jun. 12, 1944 at his own request, since he was over-age for combat. Because his motion picture production schedule made it impossible for him to fulfill his AAF Reserve officer duties, he resigned his commission on Sep. 26, 1947.” (Photos/Information courtesy of the US Air Force Museum)


Clark Gable with 351st crew


Everyone did their part. Buying Defense Bonds helped build B-17s


$100 Defense Bond 1942 
Disclaimer: This web depiction of a WWII bond graphic in no way endorses its use and merely serves as a historic tool for teachers and researchers. These specimens are unusable. Courtesy US Bureau of the Public Debt.
351st War Record:
Missions: 311  (some sources say 313)
Sorties Flown: 9,075 
Aircraft Lost: 125
Bombs Dropped: 20,770
Casualties: 974 (estimated) 
Distinguished Unit Citations: 9 Oct 1943 and 11 Jan. 1944 
Individual Citations: 2 CMoH for Lt. W. Truemper & Sgt. A. Mathies
Numerous Distinguished Flying Cross & Silver Stars.


“Mindful of the secret trust about to be placed in me by my Commander in Chief, the President of the United States, by whose direction I have been chosen for bombardier training...and mindful of the fact that I am to become guardian of one of my country's most priceless military assets, the American bombsight...I do here, in the presence of Almighty God, swear by the Bombardier's Code of Honor to keep inviolate the secrecy of any and all confidential information revealed to me, and further to uphold the honor and integrity of the Army Air Forces, if need be, with my life itself.” Courtesy US Air Force Museum




Body Text Copyright © 2002 Robert Needham
Photos and text quotes used by written permission
Thanks: USAF Museum, Quartermaster Museum, 
and OWI archive photos are in public domain
Special Thanks to: Air Force Historical Research Agency 
and Mr. Milton Steele GS-05 AFHRA,
Rick School: for photos & text “Valor at Polebrooke”
351stBG [UK] historian Mr. Ken Harbour
CAF & William Somers: for quotes “Fortress Fighters”
Mr. Scott Burris Webmaster:
351st BG Assoc. & Lee Gingery Public Information Officer 
Personal accounts: S/Sgt Jim Peters, Lt. Jules Horowitz
WWII Paperwork images courtesy of artist Darren Byrnes
Also to: St. Joseph County Public Library archives re:
South Bend Tribune © “Service Notes” South Bend,Indiana
“Courage of the People - Andy Rooney” quote:
Courtesy R.J. Kaderlik & Montrose Daily Press ©
Francis M. Needham of South Bend,IN has passed away
after a long illness, may he rest in peace.
Our thoughts are with his family. Updated May 2, 2006
Lt. Francis Needham USAF Ret was 82 years of age; DFC and Air Medal

Base Life Polebrook 1942-1945

Rob's 351st Pages

This page uploaded May 23, 2002