Skunk Works

A Personal Memoir of My Years of Lockheed


By Leo Janos

By Ben R. Rich

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This classic history of America's high-stakes quest to dominate the skies is "a gripping technothriller in which the technology is real" (New York Times Book Review).

From the development of the U-2 to the Stealth fighter, Skunk Works is the true story of America's most secret and successful aerospace operation. As recounted by Ben Rich, the operation's brilliant boss for nearly two decades, the chronicle of Lockheed's legendary Skunk Works is a drama of Cold War confrontations and Gulf War air combat, of extraordinary feats of engineering and human achievement against fantastic odds.
Here are up-close portraits of the maverick band of scientists and engineers who made the Skunk Works so renowned. Filled with telling personal anecdotes and high adventure, with narratives from the CIA and from Air Force pilots who flew the many classified, risky missions, this book is a riveting portrait of the most spectacular aviation triumphs of the twentieth century.

"Thoroughly engrossing." —Los Angeles Times Book Review


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It's August 1979 on the scorching Nevada desert, where Marines armed with ground-to-air Hawk missiles are trying to score a "kill" against my new airplane, an experimental prototype code-named Have Blue. We in the Skunk Works have built the world's first pure stealth fighter, which is designed to evade the Hawk's powerful radar tracking. The Marines hope to find Have Blue from at least fifty miles away and push all the right buttons so that the deadly Hawks will lock on. To help them, I've actually provided Have Blue's flight plan to the missile crew, which is like pointing my finger at a spot in the empty sky and saying, "Aim right here." All they've got to do is acquire the airplane on radar, and the homing system inside the Hawk missile will do the rest. Under combat conditions, that airplane would be blasted to pieces. If that defensive system locks on during this test, our experimental airplane flunks the course.

But I'm confident that our stealth technology will prove too elusive for even this Hawk missile's powerful tracking system (capable of detecting a live hawk riding on the thermals from thirty miles away). What makes this stealth airplane so revolutionary is that it will deflect radar beams like a bulletproof shield, and the missile battery will never electronically "see" it coming. On the Hawk's tracking system, our fighter's radar profile would show up as smaller than a hummingbird's. At least, that's what I'm betting. If I'm wrong, I'm in a hell of a bind.

Half the Pentagon's radar experts think we at the Skunk Works have achieved a stealth technology breakthrough that will revolutionize military aviation as profoundly as the first jets did. The other half thinks we are deluding ourselves and everyone else with our radar test claims. Those cynics insist that we are trying to pull a fast one—that we'll never be able to duplicate on a real airplane the spectacular low visibility we achieved on a forty-foot wooden model of Have Blue, sitting atop a pole on a radar test range. Those results blew away most of the Air Force command staff. So this demonstration against the Hawk missile is the best way I know to shut up the nay-sayers definitively. This test is "In your face, buddy," to those bad-mouthing our technology and our integrity. My test pilot teased me that Vegas was giving three to two odds on the Hawk over Have Blue. "But what do those damned bookies know?" he added with a smirk, patting my back reassuringly.

Because our stealth test airplane has been under the tightest security, we've had to deceive the Marines into thinking that the only thing secret about our airplane is a black box it's supposed to be carrying in its nose that emits powerful beams to deflect incoming radar. Of course, that's all bogus. No such black box aboard, no beams involved. The invisibility comes entirely from the airplane's shape and its radar-absorbing composite materials.

The missile crew will monitor the test on their radar scope inside their windowless command van, but a young sergeant standing beside me will be able to verify that, despite the blank screen, an airplane indeed flew overhead. God knows what he will think seeing our airplane in the sky, a weird diamond-shaped UFO, looking as if it escaped from a trailer for a new George Lucas Star Wars epic.

I check my watch. Eight in the morning. The temperature already in the nineties, heading toward a predicted high of one-twenty F. Have Blue should be well inside the missile's radar track, heading for us. And in a few moments I spot a distant speck growing ever larger in the milky blue sky. I watch Have Blue through my binoculars as it flies at eight thousand feet. The T-38 chase plane, which usually flies on its wing in case Have Blue develops problems and needs talking down to a safe landing, is purposely following miles behind for this test. The radar dish atop the van hasn't moved, as if the power has been turned off. The cluster of missiles, which normally would be swiveling in the launcher, locked on by radar to the approaching target, are instead pointing aimlessly (and blindly) toward distant mountains. The young sergeant stares in disbelief at the sightless missiles, then gapes as the diamond-shaped aircraft zips by directly above us. "God almighty," he exclaims, "whatever that thing was, sir, it sure is carrying one hell of a powerful black box. You jammed us dead."

"Looks that way." I say and grin.

I head to the command van, and a cold blast of the air-conditioning greets me as I step inside. The Marine crew is still seated around their electronic gear with stolid determination. Their scope screen is empty. They're waiting. As far as they know, nothing has yet flown into their radar net. Suddenly a blip appears. It's moving quickly west to east in the exact coordinates of Have Blue.

"Bogie acquired, sir," the radar operator tells the young captain in charge.

For a moment I'm startled, watching a moving blip that should not be. And it is big, unmistakable.

"Looks like a T-38, sir," says the operator.

I exhale. The T-38 chase plane is being acquired by their radar detection. The radar operator has no idea that two airplanes should be on his scope—not one—and that he never did pick up Have Blue as it flew overhead.

"Sorry, sir," the young captain says to me with a smug sneer. "Looks like your gizmo isn't working too good." Had this been a combat situation, the stealth fighter could have used high-precision, laser-guided bombs against the van and that smug captain would never have known what hit him. Might have taught him a lesson in good grammar too.

The van door opens and the young sergeant steps into the dark coolness, still looking as if he had hallucinated in the desert heat—seeing with his own eyes a strange diamond apparition that his missiles failed to lock onto.

"Captain," he began, "you won't believe this…"

THREE AND A HALF years earlier, on January 17, 1975, I drove to work in downtown Burbank, California, as I had for the past twenty-five years, only now I parked for the first time in the boss's slot directly in front of an unmarked two-story windowless building that resembled a concrete blockhouse, in plain view of the main runway at Burbank's busy Municipal Airport. This was Lockheed's "Skunk Works," which, throughout the long, tense years of the cold war, was one of the most secret facilities in North America and high on the targeting list of the Soviet Union in the event of nuclear war. Russian satellites regularly overflew our parking lot in the midst of Lockheed's sprawling five-square-mile production complex, probably counting our cars and analyzing how busy we were. Russian trawlers, just outside territorial limits off the southern California coastline, trained powerful eavesdropping dishes in our direction to monitor our phone calls. We believed the KGB knew our key phone numbers, and computerized recording devices aboard those trawlers probably switched on when those phones rang. U.S. intelligence intercepted references to "the Skunk Works" regularly from Soviet satellite communications simply because there was no Russian translation for our colorful nickname. Our formal name was Lockheed's Advanced Development Projects.

Even our rivals would acknowledge that whoever ran the Skunk Works had the most prestigious job in aerospace. Beginning with this mild day in January, that guy was me. I was fifty years old and in the pink.

Most Skunk Workers were handpicked by our just retired leader, Kelly Johnson, one of the reigning barons of American aviation, who first joined Lockheed in 1933 as a twenty-three-year-old fledgling engineer to help design and build the Electra twin-engine transport that helped put the young company and commercial aviation on the map. By the time he retired forty-two years later, Kelly Johnson was recognized as the preeminent aerodynamicist of his time, who had created the fastest and highest-flying military airplanes in history. Inside the Skunk Works, we were a small, intensely cohesive group consisting of about fifty veteran engineers and designers and a hundred or so expert machinists and shop workers. Our forte was building a small number of very technologically advanced airplanes for highly secret missions. What came off our drawing boards provided key strategic and technological advantages for the United States, since our enemies had no way to stop our overflights. Principal customers were the Central Intelligence Agency and the U.S. Air Force; for years we functioned as the CIA's unofficial "toy-makers," building for it fabulously successful spy planes, while developing an intimate working partnership with the agency that was unique between government and private industry. Our relations with the Air Force blue-suiters were love-hate—depending on whose heads Kelly was knocking together at any given time to keep the Skunk Works as free as possible from bureaucratic interlopers or the imperious wills of overbearing generals. To his credit Kelly never wavered in his battle for our independence from outside interference, and although more than one Air Force chief of staff over the years had to act as peacemaker between Kelly and some generals on the Air Staff, the proof of our success was that the airplanes we built operated under tight secrecy for eight to ten years before the government even acknowledged their existence. Time and again, our marching orders from Washington were to produce airplanes or weapons systems that were so advanced that the Soviet bloc would be impotent to stop their missions. Which was why most of the airplanes we built remained shrouded in the deepest operational secrecy. If the other side didn't know these aircraft existed until we introduced them in action, they would be that much farther behind in building defenses to bring them down. So inside the Skunk Works we operated on a tight-lipped need-to-know basis. I figured that an analyst for Soviet intelligence in Moscow probably knew more about my Skunk Works projects than my own wife and children.

Even though we were the preeminent research and development operation in the free world, few Americans heard of the Skunk Works, although their eyes would light with recognition at some of our inventions: the P-80, America's first jet fighter; the F-104 Starfighter, our first supersonic jet attack plane; the U-2 spy plane; the incredible SR-71 Blackbird, the world's first three-times-the-speed-of-sound surveillance airplane; and the F-117A stealth tactical fighter that many Americans saw on CNN scoring precision bomb strikes over Baghdad during Operation Desert Storm.

These airplanes, and other Skunk Works projects that were unpublicized, shared a common thread: each was initiated at the highest levels of the government out of an imperative need to tip the cold war balance of power in our direction. For instance, the F-104, nicknamed "The Missile With the Man In It," was an incredibly maneuverable high-performance Mach 2 interceptor built to win the skies over Korea in dogfights against the latest high-performance Soviet MiGs that had been giving our combat pilots fits. The U-2 spy plane overflew the Soviet Union for four tense years until luck ran out and Francis Gary Powers was shot down in 1960. The U-2 was built on direct orders from President Eisenhower, who was desperate to breach the Iron Curtain and discover the Russians' potential for launching a surprise, Pearl Harbor–style nuclear attack, which the Joint Chiefs warned could be imminent.

And it is only now, when the cold war is history, that many of our accomplishments can finally be revealed, and I can stop playing mute, much like the star-crossed rabbi who hit a hole in one on the Sabbath.

I had been Kelly Johnson's vice president for advanced projects and his personal choice to succeed him when he was forced to step down at mandatory retirement age of sixty-five. Kelly started the Skunk Works during World War II, had been Lockheed's chief engineer since 1952, and was the only airplane builder ever to win two Collier Trophies, which was the aerospace equivalent of the Hollywood Oscar, and the presidential Medal of Freedom. He had designed more than forty airplanes over his long life, many of them almost as famous in aviation as he was, and he damned well only built airplanes he believed in. He was the toughest boss west of the Mississippi, or east of it too, suffered fools for less than seven seconds, and accumulated as many detractors as admirers at the Pentagon and among Air Force commanders. But even those who would never forgive Johnson for his bullying stubbornness and hair-trigger temper were forced to salute his matchless integrity. On several occasions, Kelly actually gave back money to the government, either because we had brought in a project under budget or because he saw that what we were struggling to design or build was just not going to work.

Kelly's motto was "Be quick, be quiet, be on time." For many of us, he was the only boss we had ever known, and my first day seated behind his huge desk in the big three-hundred-square-foot corner office where Kelly had commanded every aspect of our daily operations, I felt like a three-and-half-foot-tall impostor, even though my kingdom was a windowless two-story headquarters building housing three hundred engineers, supervisors, and administrators, who operated behind thick, eavesdrop-proof walls under guard and severe security restrictions in an atmosphere about as cheery as a bomb shelter. The unmarked building was adjacent to a pair of enormous production hangars, with a combined 300,000 square feet of production and assembly space. During World War II, those hangars were used to build P-38 fighters, and later on, the fleet of Lockheed Constellations that dominated postwar commercial aviation. My challenge was to keep those six football fields' worth of floor space humming with new airplane production and development. The twin giant hangars were three stories high and dwarfed four or five nearby buildings that housed our machine shops and parts factories. Aside from a guard booth that closely screened and monitored all visitors driving into our area, there were no visible signs of the restricted Skunk Works operation. Only those with a real need to know were directed to the location of our headquarters building, which had been built for Kelly in 1962. As austere as the concrete-and-steel facility was, it seemed like a palace to those fifty of us who, back in the early 1950s, had been crammed into the small drafty offices of the original Skunk Works in Building 82, less than three hundred yards away, which was an old bomber production hangar left over from World War II and still used on some of our most sensitive projects.

I enjoyed the goodwill of my colleagues because most of us had worked together intimately under tremendous pressures for more than a quarter century. Working isolated, under rules of tight security, instilled a camaraderie probably unique in the American workplace. I was Kelly's right-hand man before succeeding him, and that carried heavy freight with most of my Skunk Works colleagues, who seemed more than willing to give me the benefit of the doubt as their new boss—and keep those second guesses to a minimum for at least the first week or so. But all of us, from department heads to the janitorial brigade, had the jitters that followed the loss of a strong father figure like Clarence "Kelly" Johnson, who had taken care of us over the years and made us among the highest-paid group in aerospace, as well as the most productive and respected. Daddy, come back home!

I began by loosening the leash on all my department heads. I told them what they already knew: I was not a genius like Kelly, who knew by experience and instinct how to solve the most complex technical problems. I said, "I have no intention of trying to make all the decisions around here the way that Kelly always did. From now on, you'll have to make most of the tough calls on your own. I'll be decisive in telling you what I want, then I'll step out of your way and let you do it. I'll take the crap from the big wheels, but if you screw up I want to hear it first."

I left unspoken the obvious fact that I could not be taking over at a worse time, in the sour aftermath of the Vietnam War, when defense spending was about as low as military morale, and we were down to fifteen hundred workers from a high of six thousand five years earlier. The Ford administration still had two years to run, and Defense Secretary Donald Rumsfeld was acting like a guy with battery problems on his hearing aid when it came to listening to any pitches for new airplanes. And to add anxiety to a less than promising business climate, Lockheed was then teetering on the edge of corporate and moral bankruptcy in the wake of a bribery scandal, which first surfaced the year before I took over and threatened to bring down nearly half a dozen governments around the world.

Lockheed executives admitted paying millions in bribes over more than a decade to the Dutch (Crown Prince Bernhard, husband of Queen Juliana, in particular), to key Japanese and West German politicians, to Italian officials and generals, and to other highly placed figures from Hong Kong to Saudi Arabia, in order to get them to buy our airplanes. Kelly was so sickened by these revelations that he had almost quit, even though the top Lockheed management implicated in the scandal resigned in disgrace.

Lockheed was convulsed by some of the worst troubles to simultaneously confront an American corporation. We were also nearly bankrupt from an ill-conceived attempt to reenter the commercial airliner sweepstakes in 1969 with our own Tristar L-1011 in competition against the McDonnell Douglas DC-10. They used American engines, while we teamed up with Rolls-Royce, thinking that the Anglo-American partnership gave us an advantage in the European market. We had built a dozen airliners when Rolls-Royce unexpectedly declared bankruptcy, leaving us with twelve hugely expensive, engineless "gliders" that nobody wanted. The British government bailed out Rolls-Royce in 1971, and the following year Congress very reluctantly came to our rescue by voting us $250 million in loan guarantees; but our losses ultimately reached a staggering $2 billion, and in late 1974, Textron Corporation almost acquired all of Lockheed at a "fire sale" price of $85 million. The Skunk Works would have been sold off with the corporation's other assets and then tossed into limbo as a tax write-off.

I had to get new business fast or face mounting pressure from the corporate bean counters to unload my higher-salaried people. Kelly was known far and wide as "Mr. Lockheed." No one upstairs had dared to cross him. But I was just plain Ben Rich. I was respected by the corporate types, but I had no political clout whatsoever. They demanded that I be a hell of a lot more "client friendly" than Kelly had been. It was an open secret in the industry that Kelly had often been his own worst enemy in his unbending and stubborn dealings with the blue-suiters. Until they had run afoul of our leader, not too many two- or three-star generals had been told to their faces that they didn't know shit from Shinola. But smoothing relations with Pentagon brass would only serve to push me away from the dock—I had a long hard row ahead to reach the promised land. If the Skunk Works hoped to survive as a viable entity, we somehow would have to refashion the glory years last enjoyed in the 1960s when we had forty-two separate projects going and helped Lockheed become the aerospace industry leader in defense contracts.

I knew there were several powerful enemies of the Skunk Works on Lockheed's board who would close us down in a flash. They resented our independence and occasional arrogance, and suspected us of being profligate spenders hiding our excesses behind screens of secrecy imposed by our highly classified work. These suspicions were fueled by the fact that Kelly usually got whatever he wanted from Lockheed's board—whether it was costly new machinery or raises for his top people. Nevertheless, Kelly actually was as tightfisted as any beady-eyed New England banker and would raise hell the moment we began dropping behind schedule or going over budget.

Knowing that I didn't have much time to find new business, I flew to Washington, hat in hand, with a fresh shoeshine and a brave smile. My objective was to convince General David Jones, the Air Force chief of staff, of the need to restart the production line of the U-2 spy plane. It was a long-shot attempt, to say the least, because never before in history had the blue-suiters ever reopened a production line for any airplane in the Air Force's inventory. But this airplane was special. I have no doubt that fifty years from now the U-2 will still be in service to the nation. The aircraft was then more than twenty-five years old and remained the mainstay of our airborne reconnaissance activities. It needed to be updated with a more powerful engine and fitted with advanced avionics to become even more effective flying its tactical missions around the world. That meant adding a capability to perform reconnaissance coverage via optical systems that used radar camera images from half a world away.

But airplanes are like people. They tend to gain weight as they get older. The first time the U-2 took off to overfly Russia back in 1955, it was a svelte youngster at 17,000 pounds. Now it had ballooned in middle age to 40 percent over the original model and bent the scales at 40,000 pounds. I had been trying for years to get the Pentagon to update the U-2. In the 1960s, I had a meeting with Alain Enthoven, who was head of Secretary of Defense Bob McNamara's vaunted systems analysis group—the so-called Whiz Kids, many brought with him from Ford to work their competitive cold-bloodedness on the Department of Defense. Enthoven asked, "Why should we buy more U-2s when we haven't lost any?" I explained that it was cheaper to buy and update the airplane now rather than wait for crashes or losses, because in ten years costs rise by a factor of ten. He just couldn't see the logic. So I told him the story of the kid who proudly tells his father that he saved a quarter by running alongside a bus rather than taking it. The father slapped the kid on the head for not running next to a taxi and saving a buck fifty. Alain didn't get it.

During his reign, Kelly insisted on dealing with all of the top Pentagon brass himself, so by necessity I nibbled around the edges for years, cultivating bright young majors and colonels on the way up who were now taking command as generals. I had gone to the Pentagon many times as Kelly's chart holder while he briefed the brass. Once we briefed McNamara, seated behind the big desk that had belonged to General "Black Jack" Pershing, the World War I Army general, on our Mach 3 Blackbird spy plane, which we wanted to convert into an interceptor. It was a great idea, but we were fighting an uphill battle. McNamara was intent on buying a costly new bomber, the B-70, and was deaf to any other new airplane projects. I set up the charts while Kelly made the pitch during McNamara's lunch hour. "Mac the Knife" sat concentrating intently on his soup and salad, while skimming a report of some sort, and never once looked up until we were finished. Then he wiped his lips with a napkin and bid us good day. On the way out I teased Kelly, "Never try to pitch a guy while he's eating and reading at the same time."

Now the situation was more propitious for eating and pitching at the same time. General Jones invited me in for lunch and was very favorably disposed to my idea for a new fleet of spiffy U-2s. I told him I'd give him a good price, but that he had to buy the entire production line of forty-five airplanes. Jones thought thirty-five would be more like it and said he'd study our proposal. "By the way," he said, "I'd want the U-2 designation changed. No spy plane connotation that would make our allies shy about letting us use their bases."

I said, "General, I believe in the well-known golden rule. If you've got the gold, you make the rules. Call it whatever you want."

The Pentagon ultimately renamed the U-2 the TR-1. T for tactical, R for reconnaissance. The press immediately called it the TR-1 spy plane.

I left the Pentagon thinking we had a deal, but the study General Jones ordered took months to wend its way through the blue-suit bureaucracy, and we didn't sign the contract for two more years. Updating our old airplanes would help to keep our corporate accountants at bay for a while. With the TR-1, I was merely buying time. To survive, the Skunk Works needed substantial new projects involving revolutionary new technology that our customer could not wait to get his hands on. Tightrope walking on the cutting edge was our stock-in-trade.

"Don't try to ape me," Kelly had advised me. "Don't try to take credit for the airplanes I built. Go build your own. And don't build an airplane you don't really believe in. Don't prostitute yourself or the reputation of the Skunk Works. Do what's right by sticking to your convictions and you'll do okay."

As it happened, I was damned lucky. Stealth technology landed in my lap—a gift from the gods assigned to take care of beleaguered executives, I guess. I take credit for immediately recognizing the value of the gift I was handed before it became apparent to everyone else, and for taking major risks in expending development costs before we had any real government interest or commitment. The result was that we produced the most significant advance in military aviation since jet engines, while rendering null and void the enormous 300-billion-ruble investment the Soviets had made in missile and radar defenses over the years. No matter how potent their missiles or powerful their radar, they could not shoot down what they could not see. The only limits on a stealth attack airplane were its own fuel capacity and range. Otherwise, the means to counter stealth were beyond current technology, demanding unreasonably costly funding and the creation of new generations of supercomputers at least twenty-five years off. I felt certain that stealth airplanes would rule the skies for the remainder of my lifetime. And I came from a family of long livers.

The stealth story actually began in July 1975, about six months after I took over the Skunk Works. I attended one of those periodic secret Pentagon briefings held to update those with a need to know on the latest Soviet technical advances in weapons and electronics. The U.S. had only two defensive ground-to-air missile systems deployed to protect bases—the Patriot and the Hawk, both only so-so in comparison to the Soviet weapons.

By contrast, the Russians deployed fifteen different missile systems to defend their cities and vital strategic interests. Those of us in the business of furnishing attack systems had to be updated on the latest defensive threat. Then we would go back to the drawing board to find new ways to defeat those defenses, while the other side was equally busy devising fresh obstacles to our plans. It was point counterpoint, played without end. Their early-warning radar systems, with 200-foot-long antennas, could pick up an intruding aircraft from hundreds of miles away. Those long-range systems couldn't tell altitude or the type of airplane invading their airspace, but passed along the intruder to systems that could.


On Sale
Feb 26, 2013
Page Count
400 pages

Leo Janos

About the Author

Ben Rich headed the Skunk Works from 1975 until he retired in 1991. He died in 1995. Leo Janus is the author of Yeager, the acclaimed bestselling autobiography of test pilot Chuck Yeager.

Learn more about this author

Ben R. Rich

About the Author

Ben Rich headed the Skunk Works from 1975 until he retired in 1991. He died in 1995. Leo Janus is the author of Yeager, the acclaimed bestselling autobiography of test pilot Chuck Yeager.

Learn more about this author