Memphis Belle (film)

Memphis Belle is a 1990 British-American war drama film directed by Michael Caton-Jones and written by Monte Merrick. The film features an all-star cast with Matthew Modine, Eric Stoltz, and Harry Connick Jr. (in his film debut) in leading roles. Memphis Belle is a fictionalization of the 1944 documentary Memphis Belle: A Story of a Flying Fortress by director William Wyler, about the 25th and last mission of an American Boeing B-17 Flying Fortress bomber, the Memphis Belle, based in England during World War II.[1] The 1990 version was co-produced by David Puttnam and Wyler's daughter Catherine and dedicated to her father. The film[2] closes with a dedication to all airmen, friend or foe, who fought in the skies above Europe during World War II.

Memphis Belle
Memphis belle poster.jpg
Theatrical release poster
Directed byMichael Caton-Jones
Produced by
Written byMonte Merrick
Music byGeorge Fenton
CinematographyDavid Watkin
Edited byJim Clark
Distributed byWarner Bros.
Release date
  • 4 September 1990 (1990-09-04) (United Kingdom)
  • 12 October 1990 (1990-10-12) (United States)
Running time
107 minutes
  • United Kingdom
  • United States
Budget$23 million (estimated)[citation needed]
Box office$27 million (USA)


In May 1943, the crew of the Memphis Belle, a Boeing B-17 Flying Fortress of the US Army Air Force, are grounded in England while their aircraft is repaired. The group is under the command of Col. Craig Harriman (David Strathairn), a no-nonsense, stoical leader who has been given the task of keeping the pressure on Adolf targets. An Army publicist, Lt. Col. Bruce Derringer (John Lithgow) is visiting the base, to interview the Belle crew in anticipation of their flying their 25th mission, a requirement to complete their tour of duty. Derringer is eager to use the crew on a war bonds tour stateside. He believes their success would help the war effort and confides to Harriman that many people back home are upset at the losses the Air Force has suffered. Some are beginning to think daylight bombing is ineffective, while Harriman openly favors it. Derringer informs him that it's his job to show this to the American public as a means of getting their support.

The officers of the squadron are informed the target for the day will be Bremen, Germany. After a delay due to poor weather over the target, the Memphis Belle and her squadron are airborne. They are soon assembled in formation with bomb group and their escort of North American P-51 Mustang fighters. They face frequent harassment by defending German Messerschmitt Bf 109 fighters along the way. Eventually, the escorting fighters, low on fuel, turn away, while the bombers continue alone.

Back at the base, Harriman and Derringer have harsh words after the latter starts decorating the mess hall for a celebration upon the Belle's return. Derringer accuses Harriman of being cold-hearted, concerned only with advancing his military career, and not really knowing the men under his command. In response, Harriman brings Derringer into his office and angrily dumps a pile of letters on his desk, then forces Derringer to read one of them. They are replies Harriman received from the grieving families of lost airmen to the condolence letters which he had sent, and partway through the first, Derringer is struck by the realization that the colonel had in fact known even the enlisted men who had been killed. The words of other letters are voiced by those who had written them, over film footage of actual Luftwaffe attacks on B-17s.

Meanwhile, the bombers have suffered significant losses. The German interceptors focus their attacks on the leading aircraft in the formation. The first lead bomber, Windy City, loses its engines and explodes in front of the Belle, piloted by Captain Dennis Dearborn (Matthew Modine) and co-pilot 1st Lt. Luke Sinclair (Tate Donovan). More attacks ensue, and the replacement lead bomber, C Cup, is forced to break formation when its nose is damaged by gunfire from an attacking Bf 109. The crew of the Belle watch in horror when they see an airman fall out of the stricken aircraft without a parachute. The Belle is then given the task of leading the formation to the target.

Finding the target – an aircraft assembly plant – becomes difficult as bombardier 1st Lt. Val Kozlowski (Billy Zane) can't see the target because of a smokescreen the Germans have created. Dearborn aborts the initial bomb run and orders the formation to circle around for a second attempt, which frustrates the Belle crew who have had to endure the ongoing attacks from the Germans. On the second run, Kozlowski spots the assembly plant through a gap in the smokescreen and the bombers successfully hit their target. Once clear of the anti-aircraft fire, they are again attacked by fighters. Staff Sgt. Richard "Rascal" Moore's (Sean Astin) ball turret is destroyed, but he is saved by the safety strap. 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. Radio operator Staff Sgt. (T/3) Danny "Danny Boy" Daly (Eric Stoltz), is wounded in the attacks, which puts Kozlowski in a difficult position when the crew enlists his self-exaggerated medical "expertise" to save the injured radioman. Meanwhile, Dearborn and Sinclair skillfully drop the aircraft into a steep dive and put the fire out, despite great risk of losing the aircraft.

As the B-17 limps closer to base, the crew find that the wheels cannot be lowered due to electrical failure caused by battle damage, but they are able to manually crank their landing gear down just before landing. The ground crew and a humbled Lt. Colonel Derringer race to greet them with jubilant cheers. The crew exits the battered bomber and celebrate their victory with Daly on an ambulance.


  • Matthew Modine as Captain Dennis Dearborn, pilot: A humourless and socially inept perfectionist.
  • Tate Donovan as 1st Lt. Luke Sinclair, co-pilot: The carefree former lifeguard believes himself to be undervalued by Dearborn.
  • D.B. Sweeney as 1st Lt. Phil Lowenthal, navigator: Lowenthal is nervous before their final mission and convinced that he is doomed to die.
  • Billy Zane as 1st Lt. Val Kozlowski, bombardier: While everyone believes the confident, self-assured Kozlowski to be a doctor, it is later revealed he attended only two weeks of medical school before enlisting.
  • Eric Stoltz as Staff Sgt. (T/3) Danny "Danny Boy" Daly, radio operator: An earnest Irish-American, Daly was editor of the school paper, a valedictorian, and joined up right after graduating college.
  • Reed Diamond as Staff Sgt. (T/3) Virgil "Virge" or "Virgin" Hoogesteger, top turret gunner and flight engineer: Hoogesteger 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.
  • Sean Astin as Staff Sgt. Richard "Rascal" Moore, ball turret gunner: The diminutive, often crude gunner considers himself a ladies' man and delights in teasing his crewmates.
  • Courtney Gains as Staff Sgt. Eugene "Genie" McVey, right waist gunner. A religious and superstitious Irish-American.
  • Neil Giuntoli as Sgt. Jack Bocci, left waist gunner: A hot-tempered Chicago hoodlum, Bocci appears to look out only for himself but proves surprisingly kind to his fellow waist gunner McVey.
  • Harry Connick, Jr. as Staff Sgt. Clay Busby, tail gunner: After his father lost the family farm in a poker game, the laconic Busby earned money playing the piano in a New Orleans cathouse.
  • David Strathairn as Col. Craig Harriman
  • John Lithgow as Lt. Col. Bruce Derringer
  • Jane Horrocks as Faith
  • Mac McDonald as Les


B-17G "Sally B".

Five real B-17 warbirds were used in the filming of Memphis Belle, out of eight B-17s that were airworthy during the late 1980s. Two were located in America (N3703G and N17W), two were in France (F-BEEA, which was destroyed in a takeoff accident[3] and F-AZDX The Pink Lady), and one was in England (G-BEDF Sally B). The original Memphis Belle was a B-17F model, so any B-17Gs used in the film were heavily modified to look like an earlier F model, having chin turrets removed, tail gun positions retrofitted with older designs and being painted olive drab green. During filming, two B-17s portrayed the Belle (one was the movie version of the Memphis Belle (N3703G) and the other was Sally B for scenes requiring pyrotechnics such as smoke and sparks indicating machine gun "hits" while the rest had nose art and squadron markings changed numerous times to make it appear there were more aircraft.[4]

Ground sequences for the movie (including takeoff and landing scenes) were filmed at the non-operational RAF Binbrook in Lincolnshire, England with a period control tower and vehicles being placed on site. Flying sequences were flown from the airfield site of the Imperial War Museum Duxford. All the extras for the film were obtained from auditions held in the area and included current and former members of the Royal Air Force. The filmmakers also used Pinewood Studios to shoot interior scenes and to shoot various models of B-17s.[5]

A North American B-25 Mitchell was used to film the majority of the aerial scenes with several fixed and trainable cameras also mounted on the available B-17s and fighter aircraft for action shots. A Grumman TBM Avenger (with its tail section painted the same olive drab tones used on the B-17s) was used as back-up for a short time when the B-25 became unserviceable during filming.[6]

The film pilots were warbird display pilots coming from the UK, USA, France, Germany, New Zealand and Norway, the roster changing several times as pilots had to return to their full-time jobs during filming. The flying sequences were devised and planned under the coordination of Old Flying Machine Company (OFMC) pilots Ray Hanna and his son Mark, who also acted as chief pilots for the fighter aircraft used and flew the camera-equipped fighter and TBM Avenger aircraft during filming.[7]

Due to a shortage of actual B-17 airframes, wooden silhouette mock-ups were made and placed at distant parts of the airfield.

Filming accidentEdit

A French B-17G (F-BEEA), used as a filming platform, hit a tree and a pile of gravel after losing engine power and swinging during takeoff from Binbrook and was destroyed by the subsequent fire. All 10 of the crew escaped with only minor injuries, the most serious of which being a broken leg. While 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 over-boost. The aircraft commenced its 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 takeoff; however, after 400–500 yards and at an airspeed of 90-95 mph the aircraft swung right and its course was obstructed by a tree which was hit by the left wing and a pile of gravel which was hit by the number 4 propeller. The aircraft yawed to the right and came to rest in a cornfield; the fuselage broke into two sections aft of the bomb bay and caught fire.[3]

Historical accuracyEdit

With the exception of the aircraft names, this film is fiction based only very loosely on fact. The characters are composites, the names are not those of the real crew of the Memphis Belle and the incidents shown are supposed to be representative of B-17 missions in general. Indeed, the characters and situations of the film bear little resemblance to the crew of the actual Memphis Belle, the nature of her final mission, the accuracy of strategic bombing, or Allied policy on the bombing of civilians. No optimistic official celebration on the evening before the Belle's 25th mission occurred, and there was no special welcome for the crew when the mission was over. The aircraft's participation in the Bremen campaign occurred in April 1943; the final, 25th mission of the Belle was a month later to Lorient, France before being flown back to the United States.[citation needed]

For the fighters, seven P-51 Mustangs were used, five of the P-51s were painted in the markings of the first USAAF Merlin-engined Mustang squadron to operate in Britain (a few months later in 1943 than the actual mission).[N 1] As there were no surviving flyable Messerschmitt Bf 109s, Luftwaffe 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) in mid-war generic paint schemes.[citation needed]


Memphis Belle (Original Motion Picture Soundtrack)
Soundtrack album by
Released1 October 1990
RecordedAbbey Road Studios,
CTS Studios, and
Angel Recording Studios,
London, England
LabelVarèse Sarabande

"The Chestnut Tree", performed by Glenn Miller And His Orchestra and written by Tommie Connor, Jimmy Kennedy and Hamilton Kennedy is featured in the film playing over the Memphis Belle's radio, but isn't 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.[9] The film score, by George Fenton, was nominated for a BAFTA award for Best Original Film Score in 1991.

The Original Motion Picture Soundtrack album was recorded at Abbey Road Studios, CTS Studios, and Angel Recording Studios in London, England.[10] Included is Glenn Miller and His Orchestra performing "I Know Why (And So Do You)".

Track listing

  1. "Londonderry Air" / "Front Titles: Memphis Belle" (traditional / George Fenton) - 3:50
  2. "Green Eyes" (Nilo Menendez, Eddie Rivera, Eddie Woods) - 3:25
  3. "Flying Home" (Benny Goodman, Lionel Hampton, Sydney Robin) - 2:57
  4. "The Steel Lady" (Fenton) - 1:44
  5. "Prepare For Take Off" ("Amazing Grace") (traditional) - 2:39
  6. "The Final Mission" (Fenton) - 3:51
  7. "With Deep Regret..." (Fenton) - 2:02
  8. "I Know Why (And So Do You)" (Mack Gordon, Harry Warren) - 2:55 - performed by Glenn Miller and His Orchestra
  9. "The Bomb Run" (Fenton) - 1:30
  10. "Limping Home" (Fenton) - 2:25
  11. "Crippled Belle: The Landing" (Fenton) - 3:26
  12. "Resolution" (Fenton) - 1:06
  13. "Memphis Belle" (End Title Suite) (Fenton) - 7:37
  14. "Danny Boy" (Theme from Memphis Belle) (Frederic E. Weatherly) - 3:20 - performed by Mark Williamson


Memphis Belle received mixed reviews, with Roger Ebert stating the film was "entertaining" yet filled with familiar wartime cliches. "This human element in the experience of the Memphis Belle crew somehow compensates for a lack of human dimension in the characters. We can't really tell the crew members apart and don't much care to, but we can identify with them."[11] UK film reviewer Andy Webb had similar reservations. "Despite its good intentions to highlight the risks and heroics of the brave men who flew dangerous bombing missions deep into enemy soil during World War II, the one thing which you can't miss about Memphis Belle is that it is a cliche commercial production."[12]

On Rotten Tomatoes the film has an approval rating of 67% based on reviews from 24 critics.[13] Audiences surveyed by CinemaScore gave the film a grade A on scale of A to F.[14]

See alsoEdit



  1. ^ P-47 Thunderbolts were the escort at the time in 1943.[8]


  1. ^ Orriss 1984, p. 83.
  2. ^ "Memphis Belle". Park Circus. Retrieved 13 April 2020.
  3. ^ a b "Boeing B17G Flying Fortress, F-BEEA 11-89 ." Air Accident Investigation Branch. Retrieved: 27 October 2014.)
  4. ^ Farmer 1990. p. 31.
  5. ^ "Original print information: Memphis Belle (1990)." Turner Classic Movies. Retrieved: 27 October 2014.
  6. ^ Carlson 2012 p. 120.
  7. ^ Farmer 1990. p. 37.
  8. ^ Farmer 1990. p. 32.
  9. ^ "Memphis Belle Soundtrack." . Retrieved: 11 October 2010.
  10. ^ "Memphis Belle." CD Universe, 17 October 1990. Retrieved: 11 October 2010.
  11. ^ Ebert, Roger. ""Memphis Belle". Roger, 12 October 1990.
  12. ^ Webb, Andy. "Memphis Belle (1990)". The Movie Scene, 2014. Retrieved: 27 October 2014.
  13. ^
  14. ^ "Cinemascore". CinemaScore. Archived from the original on 20 December 2018. Retrieved 22 June 2019.


  • Carlson, Mark. Flying on Film: A Century of Aviation in the Movies, 1912–2012. Duncan, Oklahoma: BearManor Media, 2012. ISBN 978-1-59393-219-0.
  • Farmer, James H. Celluloid Wings: The Impact of Movies on Aviation. Blue Ridge Summit, Pennsylvania: Tab Books Inc., 1984. ISBN 978-0-83062-374-7.
  • Farmer, James H. "The Making of Memphis Belle." Air Classics, Volume 26, Number 11, November 1990.
  • Morgan, Robert, and Ron Powers. The Man Who Flew the Memphis Belle. New York: Penguin Putnam, 2001. ISBN 0-451-20594-4.
  • Orriss, Bruce. When Hollywood Ruled the Skies: The Aviation Film Classics of World War II. Hawthorne, California: Aero Associates Inc., 1984. ISBN 0-9613088-0-X.

External linksEdit