Memphis Belle (film)
Encyclopedia
Memphis Belle is a 1990
1990 in film
The year 1990 in film involved some significant events.-Events:* CGI technique is expanded with motion capture for CGI characters, used in Total Recall .* The first digitally-manipulated matte painting is used, in Die Hard 2....

 film directed by Michael Caton-Jones
Michael Caton-Jones
Michael Caton-Jones is the director of such films as Scandal, Rob Roy, Memphis Belle and The Jackal...

 and written by Monte Merrick, starring Matthew Modine
Matthew Modine
Matthew Avery Modine is an award-winning American actor. His film roles include Private Joker in Stanley Kubrick's Full Metal Jacket, the title character in Alan Parker's Birdy, high school wrestler Louden Swain in Vision Quest, football star turned spy Alec McCall in Funky Monkey and the...

 and Eric Stoltz
Eric Stoltz
Eric Hamilton Stoltz is an American actor, director and producer. He is widely known for playing the role of Rocky Dennis in the biographical drama film Mask, which earned him the nomination for a Golden Globe Award for Best Supporting Actor in a Motion Picture...

 and introducing Harry Connick Jr. in his screen debut. It is a fictionalization of the 1943 documentary
Documentary film
Documentary films constitute a broad category of nonfictional motion pictures intended to document some aspect of reality, primarily for the purposes of instruction or maintaining a historical record...

 Memphis Belle: A Story of a Flying Fortress
Memphis Belle: A Story of a Flying Fortress
The Memphis Belle: A Story of a Flying Fortress is a 1944 documentary film which ostensibly provides an account of the final mission of the crew of the Memphis Belle, a Boeing B-17 Flying Fortress. In May 1943 it became the first U.S...

 by director William Wyler
William Wyler
William Wyler was a leading American motion picture director, producer, and screenwriter.Notable works included Ben-Hur , The Best Years of Our Lives , and Mrs. Miniver , all of which won Wyler Academy Awards for Best Director, and also won Best Picture...

, about the 25th and last mission of an American B-17 bomber, the Memphis Belle
Memphis Belle (B-17)
Memphis Belle is the nickname of a Boeing B-17F Flying Fortress during the Second World War that inspired the making of two motion pictures: a 1944 documentary film, Memphis Belle: A Story of a Flying Fortress, and a 1990 Hollywood feature film, Memphis Belle...

, which was based in England
England
England is a country that is part of the United Kingdom. It shares land borders with Scotland to the north and Wales to the west; the Irish Sea is to the north west, the Celtic Sea to the south west, with the North Sea to the east and the English Channel to the south separating it from continental...

 during World War II
World War II
World War II, or the Second World War , was a global conflict lasting from 1939 to 1945, involving most of the world's nations—including all of the great powers—eventually forming two opposing military alliances: the Allies and the Axis...

. The 1990 version was produced by Wyler's daughter Catherine and dedicated to her father.

Plot

In May 1943, the crew of the Memphis Belle, a B-17 of the Army Air Force stationed in England
England
England is a country that is part of the United Kingdom. It shares land borders with Scotland to the north and Wales to the west; the Irish Sea is to the north west, the Celtic Sea to the south west, with the North Sea to the east and the English Channel to the south separating it from continental...

, are grounded while their aircraft is being repaired and they wait for the return of their comrades from a daylight bombing mission over Europe
Europe
Europe is, by convention, one of the world's seven continents. Comprising the westernmost peninsula of Eurasia, Europe is generally 'divided' from Asia to its east by the watershed divides of the Ural and Caucasus Mountains, the Ural River, the Caspian and Black Seas, and the waterways connecting...

. All of the aircraft arrive back at the airfield, but the last returning aircraft crashes on landing and explodes, killing all aboard. At a party that evening it is announced by Army publicist Lt. Colonel Bruce Derringer (John Lithgow
John Lithgow
John Arthur Lithgow is an American actor, musician, and author. Presently, he is involved with a wide range of media projects, including stage, television, film, and radio...

) that the Belles crew is about to complete its twenty-fifth and final mission. As they will be the first to accomplish this feat in the whole air force, Derringer intends to conduct an elaborate celebration upon their return. His plans are opposed by base commander Colonel Craig Harriman (David Strathairn
David Strathairn
David Russell Strathairn is an American actor. He was nominated for an Academy Award for portraying journalist Edward R. Murrow in Good Night, and Good Luck...

), who wishes to avoid granting any special treatment to the crew.

The ten-man crew of the Memphis Belle is:
  • Captain Dennis Dearborn (Matthew Modine
    Matthew Modine
    Matthew Avery Modine is an award-winning American actor. His film roles include Private Joker in Stanley Kubrick's Full Metal Jacket, the title character in Alan Parker's Birdy, high school wrestler Louden Swain in Vision Quest, football star turned spy Alec McCall in Funky Monkey and the...

    ), Pilot. A humorless perfectionist, Dennis worked for his family's furniture business before enlisting. He named the aircraft after his girlfriend and keeps a black-and-white snapshot of her in the cockpit. He is openly teased by his crew for his unwavering professional attitude during preflight checks, and inflight briefings which the crew have reviewed dozens of times. Regardless, he proves to be a competent and capable leader.
  • 1st Lt. Luke Sinclair (Tate Donovan
    Tate Donovan
    Tate Buckley Donovan is an American actor. He is known for his role in the FX drama Damages, as Tom Shayes, and for his role as Jimmy Cooper in the American teen drama television series The O.C....

    ), Co-Pilot. The carefree former lifeguard believes himself to be undervalued by Dennis and desires to get his hands on a gun at least once - which he does, with terrible consequences - but proves himself at a critical moment during the mission.
  • Lt. Phil Lowenthal (D. B. Sweeney
    D. B. Sweeney
    Daniel Bernard "D. B." Sweeney is an American actor.-Early life:Sweeney was born on Long Island, New York and raised in Shoreham by an educator father and a municipal government employee mother. He attended Shoreham-Wading River High School and both Tulane and New York University...

    ), Navigator. Phil is nervous before their final mission and, convinced that he is doomed to die, drinks too much at the party and distributes his possessions to the rest of the crew.
  • Lt. Val Kozlowski (Billy Zane
    Billy Zane
    William George "Billy" Zane, Jr. is an American actor, producer and director. He is probably best known for his roles as Caledon Hockley in Titanic, The Phantom from The Phantom, John Wheeler in Twin Peaks and Mr...

    ), Bombardier and Medic. While everyone believes the confident, self-assured Val to be a doctor, it is later found that he attended only a few weeks of medical school before enlisting.
  • Sgt. Danny "Danny Boy" Daly (Eric Stoltz
    Eric Stoltz
    Eric Hamilton Stoltz is an American actor, director and producer. He is widely known for playing the role of Rocky Dennis in the biographical drama film Mask, which earned him the nomination for a Golden Globe Award for Best Supporting Actor in a Motion Picture...

    ), Radio Operator. An earnest Irish-American, Danny was editor of the school paper, graduated as valedictorian
    Valedictorian
    Valedictorian is an academic title conferred upon the student who delivers the closing or farewell statement at a graduation ceremony. Usually, the valedictorian is the highest ranked student among those graduating from an educational institution...

    , and joined up right after graduation. He is often seen taking pictures of his crewmates with a small camera which he frequently takes on missions, and writing poetry in a notebook. When his crewmates pick on a group of rookie airman, frightening one of them to the point of vomiting, he shows compassion by reassuring the airman, also a fellow radio operator, he'll survive.
  • Sgt. Virgil "Virgin" Hoogesteger (Reed Diamond
    Reed Diamond
    Reed Edward Diamond is an American actor. He is best known for the role of Det. Mike Kellerman on Homicide: Life on the Street and the role of recurring character Laurence Dominic on Dollhouse...

    ), Top Turret Gunner and Flight Engineer. Virge worked for his family's restaurant and plans to open a chain of identical restaurants after the war despite his crew-mate's warnings that such an unheard-of enterprise could never succeed. He is constantly teased for not having lost his virginity, hence his nickname.
  • Sgt. Richard "Rascal" Moore (Sean Astin
    Sean Astin
    Sean Astin is an American film actor, director, voice artist, and producer better known for his film roles as Mikey Walsh in The Goonies, the title character of Rudy, and Samwise Gamgee in the Lord of the Rings trilogy. In television, he appeared as Lynn McGill in the fifth season of 24...

    ), Ball Turret Gunner. The diminutive Rascal considers himself a ladies man and delights in teasing his crew mates, especially Virgil. He becomes increasingly nervous of the ball turrets' tendency to jam during combat.
  • Sgt. Eugene "Genie" McVey (Courtney Gains
    Courtney Gains
    -Life and career:Gains achieved success during the 1980s with a variety of roles in films such as Children of the Corn, Hardbodies, Lust in the Dust, Back to the Future, Can't Buy Me Love, Colors,Wing Commander III, The 'Burbs and Memphis Belle...

    ), Right Waist Gunner. A religious and superstitious Irish-American, Genie carries a St. Anthony
    Anthony of Padua
    Anthony of Padua or Anthony of Lisbon, O.F.M., was a Portuguese Catholic priest and friar of the Franciscan Order. Though he died in Padua, Italy, he was born to a wealthy family in Lisbon, Portugal, which is where he was raised...

    's medal on missions with a tendency to lose it. His fellow waist gunner, Jack, often teases him for his superstitious nature, calling him "Genie the Weenie".
  • Sgt. Jack Bocci (Neil Giuntoli
    Neil Giuntoli
    Neil Giuntoli is an American actor active since 1987, whose most famous role was in Child's Play . Giuntoli is also the author and lead actor of the play Hizzoner, a fictional account of former Chicago mayor Richard Daley...

    ), Left Waist Gunner. A hot-tempered Chicago
    Chicago
    Chicago is the largest city in the US state of Illinois. With nearly 2.7 million residents, it is the most populous city in the Midwestern United States and the third most populous in the US, after New York City and Los Angeles...

     hoodlum, Jack appears to look out only for himself but proves surprisingly kind to his fellow waist gunner Genie. He's always eager for a fight, and will often sweet talk to his gun, which he affectionately calls "Mona".
  • Sgt. Clay Busby (Harry Connick, Jr.
    Harry Connick, Jr.
    Joseph Harry Fowler Connick, Jr. is an American singer, big-band leader/conductor, pianist, actor, and composer. He has sold over 25 million albums worldwide. Connick is ranked among the top 60 best-selling male artists in the United States by the Recording Industry Association of America, with...

    ), Tail Gunner. After his father lost the family farm in a poker game, the laconic Clay earned money playing the piano in a New Orleans cathouse
    Brothel
    Brothels are business establishments where patrons can engage in sexual activities with prostitutes. Brothels are known under a variety of names, including bordello, cathouse, knocking shop, whorehouse, strumpet house, sporting house, house of ill repute, house of prostitution, and bawdy house...

    . A talented singer, he performs "Danny Boy
    Danny Boy
    -Background:The words to "Danny Boy" were written by English lawyer and lyricist Frederic Weatherly in 1910. Although the lyrics were originally written for a different tune, Weatherly modified them to fit the "Londonderry Air" in 1913, after his sister-in-law in the U.S. sent him a copy. Ernestine...

    " (dedicating it to his crewmate) at the party before their final mission. A gambler himself, Clay is frequently asked by his crewmates what the odds are if they survive the mission that day, odds which he seldom predicts favorably.


The morning after the party, the officers of the squadron are informed that their target for the day is the city of Bremen
Bremen
The City Municipality of Bremen is a Hanseatic city in northwestern Germany. A commercial and industrial city with a major port on the river Weser, Bremen is part of the Bremen-Oldenburg metropolitan area . Bremen is the second most populous city in North Germany and tenth in Germany.Bremen is...

, Germany
Germany
Germany , officially the Federal Republic of Germany , is a federal parliamentary republic in Europe. The country consists of 16 states while the capital and largest city is Berlin. Germany covers an area of 357,021 km2 and has a largely temperate seasonal climate...

. Almost immediately, the experienced officers in the squadron begin to worry. Earlier, it was established that the target was previously attacked a month earlier, and a quarter of the squadron was lost. After a delay due to poor weather over the target, the Memphis Belle and her squadron are airborne. After assembling their formation and collecting their escort of P-51 fighters, the aircraft fly toward their target only to face constant harassment by defending German Bf 109 fighters. Eventually the escorting fighters, low on fuel, turn away and the bombers continue alone.

Back at the base, Harriman and Derringer have harsh words as Derringer starts decorating the mess hall for a celebration upon the Belles return. Derringer accuses Harriman of being concerned only with advancing his personal career. In response, Harriman brings Derringer into his office and angrily dumps a pile of letters on the desk - replies received from families of lost airmen that he himself had written to. In one of the most poignant moments of the film we hear the anguished voices of those families over actual black-and-white footage, taken by both sides, of the fierce air combat over Europe.

Meanwhile, the bombers have suffered significant losses on their mission. The German fighters focus their attacks on the aircraft leading the formation. The first plane to lead the formation, Windy City loses its engines and explodes in the path of the Belle. The bomber manages to fly through the debris unscathed, but frightens a few of the crew, especially Phil who becomes more terrified when he sees blood on the nose window. Afterwords, they rather callously discuss how the Windy City crew died so quickly, and reminisce about a few of her crew members whose faces they know, but names they can't remember. Their memories are soon filled with grief as they silently contemplate the dangerous nature of their duties. More attacks ensue, and the replacement lead plane, Sea Cup, leaves formation when its nose is crippled by a Bf 109. The crew of the Belle watch in horror when they see a body fall out of the stricken aircraft without a parachute. Now it is the Belles turn to take over as lead aircraft of the formation. Finding the target (an aircraft assembly plant) obscured by a smokescreen, Dennis aborts the bomb run and orders the formation to circle again in spite of heavy anti-aircraft fire and the extreme possibility of suffering more casualties to the squadron. Meanwhile, Luke has been itching to do something other than sit in the co-pilot's seat and watch the battle around him. Before they took off he secured an agreement with Clay to fire the tail gunners gun when things got hot. His motives are in the hopes the women folk back home would find him more desirable if he had actually killed a Nazi. When the moment arrives, Luke get's his wish and scores a hit on a Bf 109. But, his moment of triumph turns to tragedy when his defeated target crashes into Mother & Country, the same flight of airmen the Belle crew had teased the night before, slicing the bomber in half. In horror and desperation, Danny tries to raise the stricken aircraft on the radio. The only response heard are their screams of agony, while Luke, struck with immense guilt, watches them plunge to their deaths. On the second run Val spots the assembly plant through a gap in the smokescreen and the bombers successfully hit their target but, once clear of the anti-aircraft fire, they are again engaged by fighters. Rascal's ball turret jams more than once during the mission, and each time it happens he calls for help from Virgil. The turret is eventually destroyed, but Rascal is spared thanks to his safety strap, and Virgil. The attacks continue, blasting a hole in the fuselage, tearing off a large chunk of the tail, and setting the number four engine on fire. Danny becomes injured in the attacks, which puts Val in a difficult position when the crew enlists his medical "expertise" to save the injured radioman. Meanwhile, Dennis and Luke skilfully drop the aircraft into a steep dive and put the fire out, despite great risk of losing the aircraft.

Back at base, the remaining squadron aircraft return from their mission, much to the dismay of the ground crews, without the Belle. They wait anxiously for the celebrated aircraft and her crew to return.

As the pilots prepare the Belle for landing, Dennis orders them to toss their guns and ammo to lighten their weight, while Val and the enlisted crewmen discuss what to do with Danny. Val, being the only officer with medical knowledge, recommends dumping Danny over German occupied territory believing he'd had have a better chance of survival if found by German soldiers who would take care of him as a prisoner of war, but the remaining crewmen vehemently object doing such an act. Phil interjects and pleads with Val not to throw Danny over, to which he agrees. He cares for Danny all the way back to base. When Dennis orders the landing gear dropped, only one wheel falls due to electrical failure from battle damage. With time running out, Virgil and Jack try to land the immobile wheel manually with a crank. Soon Phil joins them, having gained new confidence after surviving the mission. He takes over the crank and manages to bring the wheel down inches from touchdown. The ground crew, and a slightly humbled Lt. Colonel Derringer, race to greet them with jubilant cheers. The crew evacuates the battered plane, finally by Dennis, who discovers a bottle of champagne that Virg had hidden on board. He shows it to the crew, acting as though he is going to reprimand them, and then surprises his crew by joyously cracking the bottle and spraying it in celebration. In the final scene they celebrate their victory with Danny on an ambulance.

The film closes with a dedication to all airmen, friend or foe, who fought in the skies above Europe during World War II.

Historical accuracy

With the exception of the aircraft names, this film is fiction based on fact. The characters are composites, the names are not those of the real crew of the Memphis Belle and the incidents shown are taken from many missions. The final, 25th mission of the real Belle was to Kiel, Germany, but with a substitute crew, before being flown back to the United States.

Five real B-17s were acquired for the filming of Memphis Belle, out of eight that were airworthy in the late 1980s. Three were located in America, two were in France, and one (Sally B) was later used in England. Since the original Memphis Belle was a B-17F model, almost all of the B-17s used in the film were heavily modified to look like the
F models, having chin turrets replaced and the planes painted olive green. During filming, two B-17s portrayed
the Belle (one was the movie version of the Belle, the other was Sally B, which can be obvious because there is a plate where the chin turret used to be), the rest had nose art changed numerous times to make it seem like
there were more bombers. For the fighters, four P-51s were used, despite the fact that P-47
P-47 Thunderbolt
Republic Aviation's P-47 Thunderbolt, also known as the "Jug", was the largest, heaviest, and most expensive fighter aircraft in history to be powered by a single reciprocating engine. It was heavily armed with eight .50-caliber machine guns, four per wing. When fully loaded, the P-47 weighed up to...

s were the escort at the time in 1943. As there are no surviving flyable Messerschmitt Bf 109
Messerschmitt Bf 109
The Messerschmitt Bf 109, often called Me 109, was a German World War II fighter aircraft designed by Willy Messerschmitt and Robert Lusser during the early to mid 1930s...

s, these German fighter aircraft were represented by Ha-1112s, a Spanish version of the Bf 109 (which were also used to represent Bf 109s in the 1969 film Battle of Britain
Battle of Britain (film)
Battle of Britain is a 1969 Technicolor film directed by Guy Hamilton, and produced by Harry Saltzman and S. Benjamin Fisz. The film broadly relates the events of the Battle of Britain...

).

The movie was filmed at the non-operational RAF Binbrook
RAF Binbrook
RAF Binbrook was a Bomber Command station during World War II. After the war it was amongst others the home of the Central Fighter Establishment...

 in Lincolnshire, England with some scenes shot at the Imperial War Museum Duxford
Imperial War Museum Duxford
Imperial War Museum Duxford is a branch of the Imperial War Museum near the village of Duxford in Cambridgeshire, England. Britain's largest aviation museum, Duxford houses the museum's large exhibits, including nearly 200 aircraft, military vehicles, artillery and minor naval vessels in seven...

. All the extras
Extra (actor)
A background actor or extra is a performer in a film, television show, stage, musical, opera or ballet production, who appears in a nonspeaking, nonsinging or nondancing capacity, usually in the background...

 for the film were obtained from auditions held in the area, and included current and former members of the Royal Air Force.

Flying sequences were filmed at Binbrook for take off and landing scenes while Duxford was used for the airborne scenes. The filmmakers also used Pinewood Studios
Pinewood Studios
Pinewood Studios is a major British film studio situated in Iver Heath, Buckinghamshire, approximately west of central London. The studios have played host to many productions over the years from huge blockbuster films to television shows to commercials to pop promos.The purchase of Shepperton...

 to shoot interior scenes and to shoot various models of B-17s. Various professional pilots were used for the dogfight and bomber interceptions including Ray Hanna.

Notable filming incidents

One of the French B-17's used as a filming platform hit a tree and a pile of gravel during takeoff from Binbrook and was destroyed by the subsequent fire. The crew of ten escaped, with two of them suffering from serious injury and three from minor injury.

Whilst lined up on runway 21 awaiting takeoff a puff of smoke was observed by a ground engineer from the vicinity of engine three which he conjectured could have been due to an overboost. The aircraft commenced it's ground roll and after about 100 yards swung slightly to the left, which the commander (the handling pilot) corrected with the rudder and by reducing power to number 3 and 4 engines. Once corrected full power on all engines was resumed but the aircraft swung right. The commander applied corrective rudder and reduced power to number 1 and 2 engines, but this was not immediately effective and the aircraft left the runway before straightening, parallel to the runway. Knowing that the aircraft was capable of being operated from grass landing strips, the pilot opted to continue the take off, however, after 4-500 yards and at an airspeed of 90-95 knots the aircraft swung right and its course was obstructed by a tree which hit the left wing and a pile of gravel which hit the number 4 propellor. The aircraft yawed to the right and came to rest in a cornfield, the fuselage breaking into two places aft of the bomb bay and caught on fire. 

Soundtrack

"The Chestnut Tree", written by Tommie Connor
Tommie Connor
Tommie Connor was a British songwriter, credited with several hit songs over his long career. Most notable among these was "I Saw Mommy Kissing Santa Claus", which has been recorded by many artists, including the Jackson 5 and is among the top 25 Christmas music songs...

, Jimmy Kennedy
Jimmy Kennedy
Jimmy Kennedy OBE was an Irish songwriter, predominantly a lyricist, putting words to existing music such as "Teddy Bears' Picnic" and "My Prayer", or co-writing with the composers Michael Carr, Wilhelm Grosz and Nat Simon amongst others.-Biography:Kennedy was born near Omagh...

 and Hamilton Kennedy appears in the movie but not on the soundtrack album. The upbeat version of "Danny Boy" performed by Connick at the party is not found on the soundtrack album; a slower version performed by Mark Williamson appears instead. The film score, by George Fenton
George Fenton
George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

, was nominated for a BAFTA award
British Academy of Film and Television Arts
The British Academy of Film and Television Arts is a charity in the United Kingdom that hosts annual awards shows for excellence in film, television, television craft, video games and forms of animation.-Introduction:...

 for Best Original Film Score in 1991.

The Original Motion Picture Soundtrack album was recorded at Abbey Road Studios
Abbey Road Studios
Abbey Road Studios is a recording studio located at 3 Abbey Road, St John's Wood, City of Westminster, London, England. It was established in November 1931 by the Gramophone Company, a predecessor of British music company EMI, its present owner...

, CTS Studios, and Angel Studios
Angel Studios
Angel Studios is a commercial recording studio located on the corner of Upper Street and Gaskin Street Islington, London, England.The three-studio complex is in The Angel, a renovated United Reform Church. Some internal features of the church remain in the studio, such as the original Victorian...

 in London, England. Included is Glenn Miller
Glenn Miller
Alton Glenn Miller was an American jazz musician , arranger, composer, and bandleader in the swing era. He was one of the best-selling recording artists from 1939 to 1943, leading one of the best known "Big Bands"...

 and His Orchestra performing "I Know Why (And So Do You)".

Track listing
  1. "Londonderry Air
    Londonderry Air
    Londonderry Air is an air that originated from County Londonderry in Ireland. It is popular among the Irish diaspora and is very well known throughout the world. The tune is played as the victory anthem of Northern Ireland at the Commonwealth Games. "Danny Boy" is a popular set of lyrics to the...

    " / "Front Titles: Memphis Belle" (traditional / George Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 3:50
  2. "Green Eyes
    Green Eyes (Aquellos Ojos Verdes)
    "Green Eyes" is a popular song, originally written in Spanish under the title "Aquellos Ojos Verdes" by Adolfo Utrera and Nilo Menéndez. The English translation was made by Eddie Rivera and Eddie Woods in 1929....

    " (Nilo Menendez, Eddie Rivera, Eddie Woods) - 3:25
  3. "Flying Home
    Flying Home
    "Flying Home" is a 32-bar AABA jazz composition most often associated with Lionel Hampton, written by Benny Goodman, Eddie DeLange, and Hampton....

    " (Benny Goodman
    Benny Goodman
    Benjamin David “Benny” Goodman was an American jazz and swing musician, clarinetist and bandleader; widely known as the "King of Swing".In the mid-1930s, Benny Goodman led one of the most popular musical groups in America...

    , Lionel Hampton
    Lionel Hampton
    Lionel Leo Hampton was an American jazz vibraphonist, pianist, percussionist, bandleader and actor. Like Red Norvo, he was one of the first jazz vibraphone players. Hampton ranks among the great names in jazz history, having worked with a who's who of jazz musicians, from Benny Goodman and Buddy...

    , Sydney Robin) - 2:57
  4. "The Steel Lady" (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 1:44
  5. "Prepare For Take Off" ("Amazing Grace
    Amazing Grace
    "Amazing Grace" is a Christian hymn with words written by the English poet and clergyman John Newton , published in 1779. With a message that forgiveness and redemption are possible regardless of the sins people commit and that the soul can be delivered from despair through the mercy of God,...

    ") (traditional) - 2:39
  6. "The Final Mission" (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 3:51
  7. "With Deep Regret..." (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 2:02
  8. "I Know Why (And So Do You)" (Mack Gordon
    Mack Gordon
    Mack Gordon was an American composer and lyricist of songs for the stage and film. He was nominated for the best original song Oscar nine times, including six consecutive years between 1940 and 1945, and won the award once, for "You'll Never Know"...

    , Harry Warren
    Harry Warren
    Harry Warren was an American composer and lyricist. Warren was the first major American songwriter to write primarily for film. He was nominated for the Academy Award for Best Song eleven times and won three Oscars for composing "Lullaby of Broadway", "You'll Never Know" and "On the Atchison,...

    ) - 2:55 - performed by Glenn Miller
    Glenn Miller
    Alton Glenn Miller was an American jazz musician , arranger, composer, and bandleader in the swing era. He was one of the best-selling recording artists from 1939 to 1943, leading one of the best known "Big Bands"...

     and His Orchestra
  9. "The Bomb Run" (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 1:30
  10. "Limping Home" (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 2:25
  11. "Crippled Belle: The Landing" (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 3:26
  12. "Resolution" (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 1:06
  13. "Memphis Belle" (End Title Suite) (Fenton
    George Fenton
    George Fenton is a British composer best known for his work writing film scores and music for television, although he also writes music for the theatre. His real name is George Howe but he is better known by his pseudonym of George Fenton.-Selected film and television credits:Fenton has composed...

    ) - 7:37
  14. "Danny Boy
    Danny Boy
    -Background:The words to "Danny Boy" were written by English lawyer and lyricist Frederic Weatherly in 1910. Although the lyrics were originally written for a different tune, Weatherly modified them to fit the "Londonderry Air" in 1913, after his sister-in-law in the U.S. sent him a copy. Ernestine...

    " (Theme from Memphis Belle) (Frederic E. Weatherly
    Frederick Weatherly
    Frederic Edward Weatherly was an English lawyer, author, lyricist and broadcaster. He is estimated to have written the lyrics to at least 3,000 popular songs, among the best-known of which are the sentimental ballad Danny Boy set to the tune Londonderry Air, the religious "The Holy City", and the...

    ) - 3:20 - performed by Mark Williamson
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