Tallmantz Aviation and the Making of Catch-22

By Scott A. Thompson

It would seem the stars lined up right in 1969, at least for the North American B-25 Mitchell, the infant warbird movement, and the aviation movie world. In the winter of 1969, eighteen B-25s were gathered on a custom-built airstrip located near the town of Guaymas on the Gulf of California (also called the Sea of Cortez) coast in the Mexican state of Sonora. Over the span of several months and over 1,500 hours of flight time, those airplanes participated in bringing Joseph Heller's slightly-bizarre 1961 novel, Catch-22, to life. As the first decade of the 21st Century draws to a close, the resulting Hollywood production is but a footnote in film history. In the world of warbirds, though, getting those 18 B-25s together and the experiences of the flight crews flying the bombers in near war-time conditions has grown to near mythological status.

As anyone remotely versed in the lore knows, Frank Tallman and Tallmantz Aviation were the prime mover in creating the Catch-22 air force. For the bigger effort, however, it was Paramount Pictures and subsidiary Filmways Productions, that hired director Mike Nichols to make the film. Nichols probably best known film to that date was the 1967 film The Graduate. The studio began to pull the film together as early as 1967, and Nichols was probably on board at about that time. It is reported that Nichols originally wanted to create a complete bomb group of 36 B-25s and film in the Italy or somewhere in the Mediterranean. No doubt some nameless accountant pulled Nichols back into reality with a tighter budget, but it was apparent that such a job of creating any sizeable air force for filming could best be handled by Tallmantz Aviation. Frank Tallman later recalled that it was in 1966 that John Calley, one of the film's producers, first contacted him about putting a B-25 air force together for the planned film. It is probable that by late 1967 Frank Tallman had signed a contract to commit his company to run the air operations for the filming scheduled for early 1969.

The task was not simple: Tallmantz had to locate fourteen basically airworthy B-25s (they owned four) at a reasonable cost (i.e. before word of the filming came out that would have made B-25 prices soar), assemble the mountain of spare parts required to operate the fleet, prepare the B-25s to be mechanically reliable and externally accurate, locate and train flight crews, and move the whole operation nearly 700 miles from the home base at Orange County Airport. Then, within the constraints of the filmmaking, the assembled air force had to operate under demanding conditions and simulate a war time environment, including managing the flight crews and schedules, maintain airplane availability, and do it all on a live movie set hundreds of miles from home. Besides that, Tallmantz would provide the two B-25 camera planes and camera pilots, and Tallman would also be called on to perform a number of difficult stunts for the film, several in B-25s but one in an L-5.

Tallman and his agents began a quiet search for airplanes in the middle of 1968. There were dozens of B-25s out there, many derelict or near derelict cast-offs from air tanker operations or corporate flight lines. Tallman had one requirement and one qualifier: the airplanes had to be able to be made ferriable in short order so it could be delivered to Orange County, and it had to have the 1950s Hayes upgrades that updated wiring, hydraulics, and other systems. The B-25s were quietly located and deals made: many came from tanker bases like Greybull, Wyoming; Sonora, California; Hemet, California; and Phoenix, Arizona. A number were located on airfields on the east coast. Most of the B-25s were purchased between August and October 1968, some not coming until December 1968. All were brought up to a condition where a Tallmantz crew could fly the airplanes to Orange County. Once there, each was rolled into the Tallmantz maintenance hangar. Systems were checked and overhauled as needed. Any civil modifications were removed and bomb-bays were made operable. These were not extensive maintenance overhauls or restoration efforts: the airplane had to be reliable and as inexpensive as possible to look good for the cameras. Once the maintenance work was completed and flight tests were done, each went under the paint gun to gain authentic AAF camouflage schemes and markings. Martin turret shells, of which Tallman had found a couple dozen from a surplus yard, were externally mounted on the B-25s, either forward or aft of the wing to better represent various B-25 models. By the end of December, seventeen very realistic AAF B-25s were lined up on the south end of Orange County Airport waiting for the filming to commence.

As all the airplane work was being completed, Tallman began looking for aircraft commanders for his airplanes. He was looking primarily for military trained pilots who were familiar with formation flying and with flying in unimproved conditions. Tallman no doubt had a short list of pilots he knew could do the job, and most had military backgrounds or had already worked with the company in years past. He fleshed out the rest of his aircraft commander list with the best pilots he could find for what was planned to be a six-week shoot in Mexico in early 1969. Once he had the aircraft commanders, he completed each flight crew with a qualified copilot drawn from several areas of expertise: some guys were in the right place at the right time, some worked hard to get on the film assignment. Each crew was also assigned a flight mechanic or flight engineer responsible for the condition of the airplane. It was all organized on a very military basis, and it had to be. Operating seventeen B-25s had the potential to be a logistical and organization nightmare.

As the crews were hired, they were scheduled to come into Orange County for flight training, and intensive B-25 checkout and formation refresher. The skies over Orange County in the late fall of 1968 would see massed formations of B-25s, six or ten or fifteen, criss-crossing the skies, and the sight and sounds of B-25 overflights at low level became common.

The eighteenth B-25 was not purchased until mid-January 1969, after the seventeen others had been ferried to Guaymas. The eighteenth was a Mexican B-25 purchased for a crash scene. It was quickly ferried to Guaymas for its last flight.

Meanwhile, studio engineers had built an air base at Guaymas complete with a 6,000 foot runway. Numerous buildings and tents were spread across the field, and a rudimentary control tower was put up. The whole airfield was a movie set, so everyone was in uniform for the duration to prevent problems of extras or production people wandering into scenes in 1968 clothing.

On December 31, 1968, New Years Eve, Frank Tallman led the first of two contingents of B-25s off the Orange County runway and turned south. By the end of the day, his air force was safely on the ground at Guaymas and ready for action. In the next several months the B-25s flew in excess of 1,500 hours, only 12 minutes of such actually showed up in the film. However, the B-25s were usually in the background of scenes that appeared in the film, so they were on camera for much more than the air-to-air scenes would otherwise suggest. And the air-to-air footage was stunning, even with the limited amount that showed up in the film. It has been acknowledged that Paramount Studios has some incredible B-25 footage in its film vaults somewhere, none of which has apparently seen the light of day since. The only other known use of the footage was for a single pilot for a Catch-22 TV series, ala M*A*S*H, that aired only once.

Of the B-25 footage that appears, the most memorable is the massed takeoff of seventeen B-25s that appears early in the film. It is an incredible scene for any aviation buff, probably one of the most dramatic and gripping scenes to show up in any aviation movie. It was reportedly set up and shot several, possibly many, times over the course of many days. Some recalled only a few such takeoffs; Frank Tallman recalled that thirteen such takeoffs were made. Frank Pine recalled each takeoff was set for the same time of day, over many days, so the lighting would be identical for the later editing process. Each attempt at the shooting involved lining the B-25s up in two columns on the runway, one right and one left, with nine rows of airplanes. They all started their takeoff rolls at the same time, in trail and staggered from side to side. Cameramen were set up in different places for different shootings. Reportedly, the poor guy set up behind thirty-four Wright R-2600s each churning out 1,700 horsepower was blown a hundred yards with his camera bouncing along beside him.

The crash scene that utilized the Mexican B-25 required Tallman to fly an exaggerated approach in his B-25, smoke pouring from the left engine, down the runway hitting on one landing gear as it passed by the actors in the scene (Martin Balsam and Jon Voight). Then, his B-25 is supposed to have crashed as the camera pans to find a B-25 off the runway and burning, Tallman's still flying B-25 obscured by the smoke from the B-25 aflame. It was shot several times, and by the time they finished the scene the Mexican B-25, XB-HEY, was pretty gutted.

Another dramatic scene, which appears only briefly in the film, is Tallman's night time bombing raid on the field in a B-25. This was not a trick shot, with darkened lenses on the cameras. Tallman flew his B-25 around the airfield in the pitch black of Mexican night, judging the location of the nearby hills and mountains as best he could. Then, as he streaked across the airfield, the pyrotechnic guys blew the airport up behind him as his supposed bombs struck home. Tallman would later relate that he was gripped by the worst case of vertigo he had ever suffered as an aviator while the night time scenes were filmed.

The on-location filming wrapped up in May 1969, shortly after the above described scene demolished much of the filming set intentionally for the film. Tallman and his B-25s were ferried back to Orange County, all seventeen making it back without incident. About eight or nine had been finished in a grey camouflage scheme with "M+M" insignia representing the Milo Mindenbinder air force that contracted with the Germans to conduct bombing raids. Those airplanes were otherwise unmarked and can't easily be identified today from photos.

The fourteen non-Tallmantz B-25s were tightly parked across the Tallmantz ramp while Paramount completed the film production and determined if it had any further need for the airplanes. In early 1971, after eighteen months of storage, the word came down from the studio to sell the airplanes so the film could be closed out. Tallmantz acted as the sales agent, and ads were posted offering the airplanes. The going price was in the $5,000 to $10,000 range for the airplanes, but only a few sold. In August 1971, Tallman was asked to purchase the remaining airplanes so Paramount could close their books on the film, and Tallman reluctantly did so. The B-25s slowly trickled out in the next several years, and by 1976 they were gone. Tallmantz retained one airplane, N9451Z, to replace the old Mantz camera plane, N1203, as it had the updated Hayes modifications.

Surveying the completed film, it is an amazing effort. Aside from the artistic critiques of the film, it showcased Tallmantz at its best in locating, rebuilding, organizing, logistically supporting such an effort, and flying the airplanes before the cameras. In my opinion, only the effort to film Tora! Tora! Tora!, ironically filmed in Hawaii just a few months after the last Catch-22 B-25s returned from Mexico, matches the effort and result Tallmantz Aviation made with Catch-22.

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