Tallmantz Aviation owned a Lockheed P-38 from 1962 until 1966 when sold as part of its collection to Rosen-Novak. From the record, it was utilized in only one film project, that shot in late 1964 or early 1965, Van Ryan’s Express. Otherwise, it sat on the display lot at the Movieland of the Air Museum. It’s history both prior to and after being owned by Tallmantz is of interest. This P-38L is now on outdoor display at McGuire AFB in New Jersey.

P-38L 44-53015

P-38L-5-LO s/n 44-53015 was built by Lockheed at Burbank and delivered to the AAF on June 7, 1945. It was ferried to Lockheed’s Dallas modification center and converted to an F-5G with the addition of a camera nose and other changes. However, the war near its end, the F-5G was never utilized by the AAF and instead placed into storage at Kelly Field at San Antonio, Texas, for the balance of 1945. 

Surplus at Kingman; sold as a Bendix Air Racer

In January 1946, it was declared excess and delivered to the RFC at Kingman, Arizona, on January 24, 1946, and placed in storage once again and offered for sale. The RFC offered surplus P-38s (and F-5s) for the established price of $1,250 (that’s the equivalent of about $21,800 in 2024 dollars). Rex Mays of Long Beach, California, purchased 44-53015 on February 25, 1946, barely a month after its arrival at Kingman. Rex Mays was a pre-war auto racer who had become an AAF pilot during the war, and decided to become an air racer after the war. He secured the MacMillan Oil Company to sponsor his new P-38 in the 1946 Bendix transcontinental air race to be held in late August, to be flown from Van Nuys to Cleveland. The P-38 was issued the civil registration of NX57492 on March 7, 1946. His application for a CAA airworthiness certificate stated that the aircraft, shown as an “F-5G (P-38),” would be used for “for testing lubrication oil, testing spark plugs, racing in speed events at air races, and for exhibition purposes.” Recorded flight time was 16.0 hours.

The 1946 Bendix Race was flown on August 30. NX57492 flew as the MacMillan Meteor, Race #55. He placed 13th in the race with a speed of 327.5 mph, finishing well behind Paul Mantz in his P-51C that flew a speed of 435.5 mph.  NX57492 was one of 13 P-38s that participated in the race, though the first three spots were won by Mustangs.

NX57492 to Costa Rica

It was not entered in any further races. It most likely either sat or was used by the MacMillan company for test programs until Mays sold the airplane on December 18, 1947, to Robert B. Utterback, also of Long Beach, California. Whatever use or intentions Utterback had for his P-38 are unknown, but on or about November 1, 1948, the airplane was sold to the Costa Rican government for its air force. No bill of sale was executed, though, so details are murky. Dan Hagedorn in his excellent The Costa Rican P-38s article on the Latin American Aviation Historical Society website details the transfer. Dan records that Manuel E. Guerra arrived at Concord, California, to take delivery of the P-38. It was successfully delivered to Costa Rica and received the military serial of G.C.R.-01.

There is more to this interesting story of how Costa Rica was granted permission to obtain five P-38s and a selection of other combat-type aircraft for its meager air force, then attempting to counter military efforts of surrounding Central American nations, but I’ll refer you to Dan’s article (or his book, P-38 In Latin America, for the those good details. By all accounts, though, service in Costa Rica by 44-53015 was limited.

Back to Civil Service in Panama

It was sold by auction by the Costa Rican government to Edward C. Waterman of the Panama Canal Zone on November 11, 1952, for $510. Waterman applied for a CAA civil registration on November 18, 1952, and it was subsequently issued as N9957F. Curiously, the CAA was satisfied by a December 17, 1952, statement from the Costa Rican Director General of Aeronautics, Mario Facio, that Costa Rica had owned the P-38 with no liens or private claims prior to its sale to Waterman. The lack of any records of the 1948 sale by Robert Utterback to the Costa Rican government was not addressed. 

It’s use and location while Waterman owned the airplane is not verified. However, in December 1953, there was a periodic inspection on the aircraft done by the Servicos Aerotechnicos Latino Americanos (SALA) at San Jose, Costa Rica, so it may have been based in either Costa Rica or Panama. At that time, airframe time reported totaled 142 hours.

Conversion for Aerial Survey

Waterman sold the airplane to Raymond A. Norton, in care of the Compania Panamena de Aviacion, Ciudad Panama, Republic of Panama, on April 20, 1954. U.S. registration was issued in Norton’s name. Norton, However, quickly sold N9957F to Hassey-Web, Ltd., of New York City, on July 20, 1954. Documents in the FAA registration file show that William C. Wold Associates, also of New York City, owned Hassey-Web, Ltd. Contemporary advertisements stated that William C. Wold Associates were “…specialists in the sale of transport aircraft…” that, at one point, offered executive versions of the B-26 Invader for sale.

At that time of the purchase, a chattel mortgage in the amount of $30,000 was issued to Hassey-Web with two P-38s listed, 44-53015 (N9957F) and 44-53180 (N69902). A November 1954 application for an airworthiness certificate reported airframe time of 155 hours, suggesting its prior owner had flown it for 13 hours over the span of eighteen months.

The November 1954 application for an airworthiness certificate was in conjunction with major modifications to the F-5G’s nose section. It was enlarged to accommodate a aerial survey photographic equipment and a camera operator. Also installed in the nose section was an oxygen system for the operator, an intercom system, and a variety of flight instruments. Also added were two underwing 75- gallon fuel drop tanks.  The work was completed by Pacific Airmotive at Burbank.

At about the same time, all the existing radio and navigation equipment was removed and replaced in the airplane. That work was done by Qualitron, Inc., also at Burbank.

The ungainly camera nose modifications made to N9957F, similar to those done on sister ship N69002, certainly created about the ugliest pair of P-38s to ever be flown. However, they served their purpose well: high altitude photographic survey. Actual missions, if any flown by the pair of Halsey-Webb, Ltd. are unknown, but on Jun 29, 1955, only seven months after modifications were completed, N9957F was sold to the Hycon Manufacturing Co. of Pasadena, California. 

N9957F and Hycon Aerial Surveys

In the world of aerial survey, Hycon is better known to aviation historians. In what must have been an subsidiary company, Hycon Aerial Surveys operated at least five similarly-modified surplus P-38s, a Consolidated PBY, several Beech 18s, and a variety of single-engine aircraft through the years between about 1955 and 1960 on photo survey missions in, at least, the U.S. and South America. Details on what specific missions N9957F flew for Hycon have yet to be uncovered.

Known Hycon P-38s

In any event, by 1960 or so, the survey work having run its course, some of the Hycon P-38s, including N9957F,  ended up in storage at McCarren Airport in Las Vegas.

It sat there until June 25, 1962, when Don E. May of Phoenix purchased ex Hycon P-38s 41-2408 (N91300), 44-26996 (N5596V) and 44-53015 (N9957F). The price May paid for N9957F is shown as $1,666 on the executed bill of sale. These three P-38s were evidently then ferried to Phoenix.

Frank Tallman Purchases N9957F

Unfortunately, Don May was killed on October 24, 1962, when flying N91300 from Phoenix on a delivery flight to a new owner.  May’s estate sold N9957F to Ben W. Widfeldt of Desert Aviation at Phoenix on June 19, 1963. A bit more than a week later, on June 27, 1963, N9957F was sold to Frank Tallman.

Using a bit of conjecture, it would appear the Tallmantz Aviation and Frank Tallman were attempting to build up its aircraft collection as several World War II-era fighters were obtained in the same period without any known film projects underway. In any event, N9957F came to Orange County Airport and the Movieland of the Air collection soon afterwards. It is speculated that upon arrival it still wore the dark blue Hycon paint scheme and retained the ungainly camera nose.

Soon enough, the paint came off but the camera nose remained. The paint appears to have been completely stripped from the airframe, and early Air Corps marking (sorta) with the red and white tail stripes added. (For some reason, there are 19 stripes instead of the proper 13.) The prop spinners were also painted red, the airframe was otherwise unmarked and even lacked  a marked civil registration number. There is nothing in the aircraft’s FAA file to indicate that Tallman applied for an airworthiness certificate or filed any other paperwork save for the registration application submitted on August 2, 1963. Indeed, there is nothing to suggest that the plane was ever flown while owned by Tallman save for one brief appearance it made in one motion picture.

N9957F as a Movie Extra

That film was Von Ryan’s Express, a 1965 feature that starred Frank Sinatra as a World War II P-38 pilot who is shot down in Italy and then has adventures. The pre-crash scene depicts distant ground-to-air shots of N9957F trailing smoke (from the P-38 center section). Some kind of film-flam was used to merge a foreground shot of an Anzio, Italian skyline to mesh with the P-38 trailing smoke footage. More information about those film scenes can be seen here at the ReelStreets web site.

There are two  very brief scenes showing N9957F in the film, as it segues to the supposed crash site of the P-38 in Italy. It is presumed that there was much more footage of the airborne P-38 that ended up on the cutting room floor.

In an interesting tie up, Paul Freeman’s excellent Abandoned and Little Know Airfields has an entry for the Rancho Canejo airport in the Ventura area with the following account  provided by Steve Hix:

“From September 1964 through June 1968 I attended Newbury Park Academy, which is sited near the base of Adventist Hill west of the airport. I remember hiking over to the airport from the school on afternoons when I had no classes & was off work; about as often as I could manage it, being a typical aviation-mad kid of the era. On one particularly fine day, I heard a couple of big V-12 engines, and once I got over the hill, found that a P-38 was landing, fueling, and taking off, repeatedly. TallMantz aviation was filming flying sequences for ‘Von Ryan’s Express’, a WW2 film, and I think that Frank Tallman was doing the flying. During one fueling break, he let me pop up the rear ladder & look in the Lightning’s cockpit. It was always pleasant to hang around the airport; nobody seemed to mind the kid, and several would talk about flying & airplanes as they did chores or worked on their planes.”

The ground crash scene shows a burning P-38 mockup painted in camouflage olive drab with later, post-1947 USAF insignia. 

This film sequence using N9957F was most likely shot in late 1964 or early 1965. The principal photography for the movie, much of it done on location in Italy, was filmed between July and November 1964, with the film being released in the U.S. on June 25, 1965. By the way, the Rancho Canejo airport, located east of the current Camarillo Airport, was also the location where several scenes for the film It’s a Mad Mad World had been filmed by Tallmantz Aviation in 1963.

As noted above, there was nothing applied for or filed with the FAA for flying the P-38 during this period. F0r the rest of the time it was owned by Tallmantz, it was simply displayed at the outdoor lot of the Movieland of the Air Museum.

Also, there is one report that instead of a real P-38, the sequence was filmed using a large RC model. This does, however, contradict the reports of the P-38 flying from Ranch Canejo and also, that Tallmantz credited itself with assisting with the film. The discrepancy in the paint schemes of the airborne P-38 and the ‘crash’ site would also suggest poor planning if a model was used. However, it is possible that the Tallmantz P-38 was filmed but ended up on the cutting room floor. Doubtful in this guy/s mind.

Sold to Rosen-Novak in February 1966

On February 18, 1966, much of the Tallmantz collection, including N9957F, was sold to the Rosen-Novak Auto Co. of Omaha, Nebraska. As detailed elsewhere on this site, Tallmantz had an urgent need to raise cash, and this sale was the result. Rosen-Novak saw the purchase as a lucrative investment and it allowed the substantial aircraft collection to remain on display at the museum while it was shopped around for a new purchaser looking to jump start a museum or collection.

May 1967 Sale to Wally Erickson

Unfortunately for Rosen-Novak, there were no immediate prospects to re-sell the collection as a whole so it started making sales of individual aircraft. Thus, on May 11, 1967, N9957F was sold to Wally Erickson of Minneapolis, Minnesota. (The remainder of the Rosen-Novak aircraft were sold at an auction held at Tallmantz on May 29, 1968.)

Wally Erickson was an air carrier pilot who saw an advertisement in an Omaha newspaper by Rosen-Novak offering the P-38 for sale. He purchased it sight-unseen. The airplane remained on display on the Movieland of the Air outdoor area and he arrived to perform any required maintenance and ferry the airplane home to Minneapolis. According to a Letter To The Editor published in the March-April 2004 edition of Warbirds magazine, he hired Tallmantz to do the basic work on the plane. He remembered that the landing gear was swung and required engine maintenance completed, except the left engine would not start. Erickson states that he simply cleaned the magnetos on the left engine and got it running. He then took a test flight and promptly blew out the left turbocharger. He returned to Orange County and returned home. He came back later with a new turbocharger and after installation and a few more maintenance checks, departed Orange County for Falcon Field at Mesa, Arizona, where he changed the brakes out. He eventually got the airplane back to Minneapolis, after which he removed and discarded the Hycon photo nose and replaced it with a standard F-5 photo nose…he noted that he “personally liked better than the fighter nose.” Surprisingly, or maybe not, there is no record in the FAA maintenance file on the aircraft of the switch from the photo nose to the F-5 nose, nor any other documented work on the airplane between 1954 and 1974.

Dave Tallichet Purchases P-38L N9957F in November 1970

Erickson flew it a few more times before selling it to warbird owner David Tallichet of Long Beach, California, on November 9, 1970. Photographic evidence suggests the P-38 was already on the west coast in August 1969, as the below photo shows the airplane at Ontario at that time.

Dave Tallichet needs no introduction to even the most casual aviation enthusiast. Through the decades he amassed a huge collection of, mostly, World War II-era aircraft. He founded and operated both the Military Aircraft Restoration Corp. (MARC) and Yesterday’s Air Force (YAF). A World War II B-17 pilot, Tallichet remained active in the warbird world up until is passing in 2007.

One of the first things Tallichet had done with N9957F after he purchased it was to replace the F-5 camera nose with a fighter nose. Kevin Grantham, in P-Screamers, notes that “…the gun filled nose the he (Tallichet) used is believed to have come from Wayne Rothgeb’s old number 34 that was abandoned in New Guinea during World War II.” Presumably, Tallichet or one of his agents recovered it in New Guinea on one of his numerous recovery trips to the area.  Also with the new fighter nose came a new paint scheme, one that replicated that of Lt. Royal Frey’s 20th Fighter Group P-38. Frey was later a well-know curator of the (then) U.S. Air Force Museum and passed away in 1993. The currently-displayed NMUSAF P-38L, 44-53232, is also painted to replicated Royal Frey’s P-38 that he flew with the 55th Squadron, 20th Fighter Group, in 1943 and 1944.

On January 4, 1977, Tallichet (through MARC) applied for an experimental airworthiness certificate for N9957F. At that time, the airframe recorded total flight time at 1,544 hours. A September 1978 application then showed the flight time of 1,551 hours, indicative of how much the airplane was being flown.

Airshow Appearances for N9957F

Tallichet had his P-38 out before the airshow crowds during the 1970s.

Being based at Chino, it made several appearances at various west coast events through the 1970s. The appearances were not without incident. On May 20, 1977, N9957F suffered a gear up landing at the Daggett (CA) airport when it retracted during a landing rollout, causing substantial damage. 

Notable among the displays attended by N9957F was the P-38 Symposium held at Burbank in September 1977 that celebrated the 40th anniversary of the P-38 design. Organized by aviation author/photographer and Lockheed employee Warren Bodie, it was a day long event with, among others, P-38 designer Kelly Johnson, Air Corps test pilot Ben Kelsey, and noted Lockheed test pilot Tony Levier, who made quite a name for himself through the years. Levier, in fact, evidently made his last P-38 flight during the symposium when he flew N9957F around the patch a few times.

In March 1978, ownership of the P-38 was officially transferred from Tallichet’s name to that of his company, MARC. 

N9957F to the Air Force Museum

On May 20, 1981, N9957F and P-47D Thunderbolt  45-49167 (N47DB) were traded by Tallichet to the Air Force Museum in exchange for a pair of C-130s. The registrations of both aircraft were subsequently cancelled.

There is one report that Gary Larkins of Auburn, California, actually owned the airplane when the trade was made, though there is nothing in the FAA file that shows this and the paperwork for the trade shows it still owned by MARC. And,  Tallichet ended up making the airplane’s last flight in 1981.

In any event, the Air Force Museum, now the National Museum of the United States Air Force (NMUSAF), already had on P-38 (44-53232) on display at its main facility at Wright-Patterson AFB. N9957F was instead earmarked for display at McGuire AFB in New Jersey. McGuire AFB was named after P-38 ace Maj. Thomas McGuire, a well-known Pacific-theater pilot killed in action in January 1945.

David Tallichet delivered N9957F directly to McGuire AFB in early 1981 but suffered a nose gear collapse at Memphis, Tennessee, along the way. On May 4, 1981, however, he completed the delivery and last flight of N9957F.

Outdoor Display at McGuire AFB, New Jersey

N9957F or, more properly now, 44-53015, was stripped of paint and re-marked as Pudgy (V), one of McGuire’s famous P-38s. The decision to mount the P-38 on an outdoor pylon on the base proved quite controversial over the years. It has greatly suffered from the New Jersey climate and has suffered corrosion and deterioration since it was first placed on the pylon in the early 1980s. In the succeeding four decades, it has been removed and externally-restored several times to keep the P-38 in a presentable condition.

Though a fitting tribute to McGuire, it seems a shame that such a valuable airframe be subjected to such display conditions when a fiberglass replica could provide the same commemoration and allow an actual P-38 to be protected indoors.