Skunk Works: A Personal Memoir of My Years at Lockheed

14 THE LONG GOODBYE

In the early summer of 1972, an executive of Northrop Aircraft Company, whom I’ll call Fred Lawrence, invited me to dinner and offered me a terrific job.

“Ben,” he said, “we are planning to build a lightweight single-engine fighter. We’ve never done a single-engine jet before, and we want you to set up a Skunk Works for us with you as our Kelly Johnson.”

“Why me?” I asked, truly amazed. I could think of three or four veterans of our Skunk Works who had a world of managerial and practical experience greater than my own. For openers, our vice president, Rus Daniell, had been a project manager before I was even hired at Lockheed, and on the basis of seniority would certainly appear to be more qualified than I was. I was then forty-seven years old, working as Kelly’s assistant chief engineer, in charge of aerodynamics and all the flight sciences. I had about forty-five people working for me and was earning sixty grand. I was doing dandy, without any real future aspirations.

“Why you?” Fred Lawrence smiled, repeating my question. “Because you’ve got the temperament and background we’ve been looking for. You’re Kelly’s troubleshooter on the technical side, which is recommendation enough. We need you to make sure we get the right propulsion system to fit performance capability. That’s eighty percent of the battle — am I right? How many prototypes go down the toilet because the engine is underpowered or totally wrong for what the designers want to achieve? You won’t let that happen. You have a solid reputation for being a straight shooter and customers like you. Ben, with you on board we think we can do big things in the fighter market.”

He explained that they wanted to go after the cheaper, lighter airplanes for the NATO and Asian markets, and had plans in the works to prototype an advanced Air Force interceptor. “We want a piece of that fighter market,” he said, “and you can help us grab it. You know that won’t happen at the Skunk Works as long as Kelly is in charge. The Air Defense Command crosses the street when they see him coming. He’s just too big a pain in the ass to work with. You know I’m telling it right. Ben, break out and come with us. Be your own man. I’m telling you, you won’t regret it. We’ll do big things together.”

I didn’t trust Lawrence, but the job he was offering represented the kind of personal challenge that I lived for. Over coffee, he told me that whatever salary Kelly was currently paying me, Northrop was willing to better it by ten grand annually. I promised them a decision in a week.

My wife, Faye, was no help. She said, “Ben, only you can decide what to do. It is up to you.” The truth was that I was tempted to grab the job, but dreaded having to confront Kelly with my decision.

In the past six years he had taken me under his wing, putting me up for various professional awards for my work on the Blackbird’s revolutionary moving-spike inlets, encouraging me to write technical papers for aeronautical journals to increase my name recognition within the industry. The curse of operating inside a top secret world is that very few in the aerospace industry knew you even existed. I also had talked Kelly into letting me attend a thirteen-week management training course at Harvard’s Business School in the summer of 1969. It was an advanced management institute for about one hundred and fifty carefully selected, upwardly mobile executives — and Kelly wrote me a glowing recommendation that helped me get in, and authorized Lockheed to pay the tuition freight, which was considerable. He backed me even though he insisted that it would be a complete waste of my time. “I’ll teach you all you need to know about running a company in one afternoon, and we’ll both go home early to boot. You don’t need Harvard to teach you that it’s more important to listen than to talk. You can get straight A’s from all your Harvard profs, but you’ll never make the grade unless you are decisive: even a timely wrong decision is better than no decision. The final thing you’ll need to know is don’t half-heartedly wound problems — kill them dead. That’s all there is to it. Now you can run this goddam place. Now, go on home and pour yourself a drink.”

But I had persisted, and when I returned from Cambridge, wearing a new crimson tie, Kelly asked me for my appraisal of the Harvard Business School. To accommodate him, I wrote out an equation: ⅔ of HBS = BS. He roared with laughter, had my equation framed, and gave it back to me for Christmas.

Kelly let me test my Harvard training by putting me in charge of an elite Skunk Works team of engineers and designers that he loaned to Lockheed’s main plant for six months, just down the street from our Burbank headquarters, in the fall of 1969, to help them build five prototypes for a new carrier-based Navy submarine-hunting airplane. He could spare us because our own business was unusually slack. Between the new Blackbird and the older U-2, the Air Force had all the spy planes it could use. And that was our house specialty. Northrop’s Fred Lawrence was correct: the blue-suiters who controlled fighter procurements didn’t think of us as fighter builders any more. Our last fighter was the Mach 2 F-104 Starfighter, built during the Korean War to match the fastest Russian MiGs. But for more than a decade we had been seldom included in the bids sent out from the Pentagon announcing a competition for a new fighter. Lockheed as a corporation had a booming business in cargo aircraft and missiles for the Navy. But the Skunk Works had to lay off about eleven hundred workers. And the open secret, which several of us inside the Skunk Works realized but never openly discussed out of loyalty to the boss, was that the blue-suiters in charge of fighters had blackballed Kelly Johnson and excluded him and us from fighter competition because they found him too contentious and bullying to work with any longer.

So I really felt rotten when I finally worked up the courage to inform Kelly about Northrop’s offer to start up a fighter project. In his dealings with me, he appreciated the fact that I always provided him with alternatives when presenting him with a problem: I’d say, “Solution one will cost you so much money. Solution two will cost you so much time. You’re the boss. Which do you choose?” So often, others would come to him like errant schoolboys and moan, “Kelly, bad news. We broke that part.” And he’d get sore and shout, “Well, what in hell do you expect me to do about it?” Now I had no alternative to offer for the course of action I was taking. I was walking out on him.

During the time I spent at the main plant on the Navy sub-hunter project, Rus Daniell had to suddenly step into the breach and take over in place of Kelly, who was hospitalized with a serious abdominal infection. That brief stint running the Skunk Works for a couple of months in 1970 proved to be a personal disaster for Rus. He had signed off on a project proposal for the Air Force that included a glaring mathematical error. The Pentagon analysts who discovered the mistake couldn’t resist rubbing our noses in it, and a two-star general, who had probably waited for years to stick it to Kelly and his know-it-alls in Burbank, phoned him in his hospital room and raised hell about our sloppy work. Kelly was livid and ordered me back to the Skunk Works immediately, to take charge of the technical section. Rus Daniell had to obtain my approval on all technical matters. Since he was a vice president and the odds-on favorite to be Kelly’s successor, I’m sure he wasn’t delighted with that arrangement, but he handled it gracefully. From then on, when there was a critical meeting about deadlines or problems or an angry customer in Kelly’s office, I would be sent for to sit in, sometimes with Rus, but more often without him.

Kelly and I had grown close. He had lost his wife Althea in the fall of 1970, after a long struggle with cancer. She was his age and had been his secretary years earlier. Before she died, Althea told Kelly that he needed to remarry without much delay because he was not the kind of man who could live alone. She worried about his drinking and poor eating habits when left to himself. “I think you should marry MaryEllen,” Althea told him. MaryEllen Meade was Kelly’s secretary. She was a vivacious redhead, twenty-five years younger than both of the Johnsons, and had recently suffered a messy divorce. She had started her Skunk Works career several years earlier as my secretary, and both my wife and I got to know her well and were fond of her. She was in awe of Kelly and very devoted to him.

About six weeks after Althea’s funeral, Kelly sent for me. He seemed embarrassed and troubled, and I knew he was in a real quandary when he began confiding his personal problems, something very much out of character. But he told me about Althea’s deathbed wish that he marry MaryEllen and wondered what people would think if he carried out that wish any time soon. He fretted over the age difference and how awkward it would be if MaryEllen refused him.

My heart went out to him. “Kelly,” I said, “since when do you worry about what people think? All that matters is what you think. No one around here will think you’re a dirty old man, if that’s what you’re worrying about. We’ll all be secretly jealous as hell. I don’t have the slightest doubt that MaryEllen could make you very happy.” He thanked me and proposed to MaryEllen a few days later. When the couple returned from their Hawaiian honeymoon, in June 1970, he began inviting Faye and me to join them for dinner or to be weekend guests at Kelly’s 1,200 acre cattle ranch, near Ronald Reagan’s big spread, overlooking Solvang, California. Kelly had seldom socialized with any employees except at occasional company functions, or even more rarely, asking a couple of guys to join him for a quick round of golf at a local country club, where Kelly would breeze through eighteen holes using only a six iron, which he claimed was just fine for all shots, near and far. He was so musclebound from having been a hod carrier as a kid that his golf swing for distance was quite limited. But he was a skilled putter until occasional swigs from his back-pocket flask got the best of his aim.

I was not a golfer, but I adored Chinese food and when Kelly discovered we had a mutual passion, my wife and I began joining him and his new bride for weekly Chinese culinary outings at favorite restaurants. Kelly seemed to be genuinely happy with MaryEllen and eager to show her off. She even got Kelly to give up drinking scotch because she hated the smell on his breath; he began drinking vodka instead. Faye and I would be invited to accompany the newlyweds on the Lockheed jet on weekend trips to the Air Force Academy in Colorado Springs, Colorado, or to aeronautical conventions in other picturesque places where he gave a speech and then introduced his very attractive new wife with obvious pride and affection. “MaryEllen loves Faye,” he confided to me, “and I think it’s about time that the right people in this business get to meet you too.”

But just around the time that Northrop approached me in 1972 on the new job, MaryEllen began getting sick, seriously sick. She was a diabetic and didn’t really take care of herself. Her diabetes became a monster unleashed, and she never was able to catch up with it. She developed kidney problems, then her eyesight began to fail. Kelly was heartsick, but outside of myself and Norm Nelson, no one else at work was aware of the extent of MaryEllen’s illness. When she learned of Faye’s sudden death in late 1980, she was devastated. By then she weighed about eighty pounds. She said to me, “Oh, Ben, Faye was so much stronger and healthier than I. What hope can there be for me?” She died a few weeks later. She was only thirty-eight years old.

Before she died she advised Kelly to marry her best friend, Nancy Horrigan — which he did, soon after MaryEllen’s funeral, and after again consulting with me about what people might think, which was probably just another way for him to discover what I thought. I told him, “Kelly, do it. You need a good woman in your life. MaryEllen had only your best interests at heart.”

I told Kelly about Northrop’s offer on a day when he was leaving early to go with MaryEllen to the hospital for tests that would ultimately reveal her need for a kidney transplant. When I discovered how unfortunate my timing was, I felt dreadful. I could tell he was worried and preoccupied, but I had no choice but to push ahead and blurt it out. “Kelly,” I said, “you’ve been like a father to me. I love it here. I love the work and the people and the uniqueness of this place. But this is a golden opportunity.”

I laid out Northrop’s offer, and he closed his eyes and solemnly shook his head. “Goddam it, Ben, I don’t believe a word that guy said to you. I’ll bet my ranch against Northrop starting its own Skunk Works. Companies give it lip service because we’ve been so successful running ours. The bottom line is that most managements don’t trust the idea of an independent operation, where they hardly know what in hell is going on and are kept in the dark because of security. Don’t kid yourself, a few among our own people resent the hell out of me and our independence. And even those in aerospace who respect our work know damned well that the fewer people working on a project, the less profit from big government contracts and cost overruns. And keeping things small cuts down on raises and promotions. Hell, in the main plant they give raises on the basis of the more people being supervised; I give raises to the guy who supervises least. That means he’s doing more and taking more responsibility. But most executives don’t think like that at all. Northrop’s senior guys are no different from all of the rest in this business: they’re all empire builders, because that’s how they’ve been trained and conditioned. Those guys are all experts at covering their asses by taking votes on what to do next. They’ll never sit still for a secret operation that cuts them out entirely. Control is the name of the game and if a Skunk Works really operates right, control is exactly what they won’t get.”

He smiled and rubbed his eyes. “Use your head. Ben, believe me, they just want you over there to pick your brains on getting that fighter prototype going right, then use you as the wedge to try to steal more of my best employees. But mark my words, you’ll be reporting to a dozen management types and they won’t let you out of their sight for one minute.”

He stood up from his desk and came around to my chair and looked down at me. “Ben, forget Northrop. This is where you belong. I don’t want to lose you. So let me put my cards on the table. Would you stay put if I matched Northrop’s offer?”

I was stunned. “But, Kelly, you already have a vice president. What about Rus Daniell?”

“Who says I can’t have two veepees?” he replied, patting me on the shoulder. He said he would name me vice president for advanced projects, just as Northrop proposed to do, and make Rus Daniell his vice president for current projects. “You’re the guy who has the vision and the ideas,” he said. “You’re the guy who can make things happen down the road. I count on your imagination.” Then, for the first time in his dealings with me, he discussed his retirement in three years’ time and told me that I was his personal choice to succeed him. “I’ve got to give the board a choice when I hit sixty-five. It will be between Rus and you. But he’s too old, only two years younger than I am. I will make my wishes known to the board and that won’t exactly hurt your chances. I’ve had my eye on you for a long time. You’ve got the brains and personality to do the job. We’ve got a lot of talented engineers around here, but not too many natural leaders. I like the way you get along, how you deal up-front with everyone, with your good spirit and your energy. So, goddam it, between now and my retirement party, don’t you dare to screw up.”

He also matched Northrop’s offer of a ten-thousand-dollar raise. It was a counteroffer I joyfully accepted.

He began taking me, in my new role as advance planner, along on his trips to the Pentagon. All of us at the Skunk Works knew the two basic rules for getting along with Kelly Johnson: all the airplanes we built were Kelly’s airplanes. Whatever pride we secretly took, we kept to ourselves. And if a blue-suiter wore a star on his shoulder, only Kelly Johnson was authorized to deal with him. The rest of us were free to establish relations with bird colonels and other underlings. Of course, by the time that Kelly retired, many of those colonels I was cultivating would become generals and take command, while Kelly’s connections would be shuffling off to enjoy Boca Raton or Palm Springs on their government pensions.

After all, he had been a familiar figure around official Washington since World War II. He had built the Hudson bomber for the Brits, the P-38 fighter and the P-80 and the F-104—all his recommendations for those projects had been enthusiastically accepted without the slightest argument, the brass showing him the greatest deference and respect. Most of them were former pilots who couldn’t read a blueprint or change a spark plug, much less match wits or dare to contradict the great Kelly Johnson, the genius with the slide rule who created some of America’s greatest flying machines. So Kelly told them what they ought to be doing and they saluted smartly.

Kelly loved to tell how a general named Frank Carroll was so enthusiastic hearing Kelly describe the speed and maneuverability of the new P-80, America’s first jet, which he had been pushing for, that Carroll decided to bypass all the red tape delays and do all the purchase order paperwork himself. “We came back from a quick lunch at two in the afternoon. He had an official letter of intent for me to start work on the P-80 drafted, approved, signed, and sealed in time for me to catch the 3:30 flight back to California,” Kelly said, chuckling delightedly every time he told that story. The same thing happened with the F-104 Starfighter. General Bruce Holloway, who was then head of SAC, was a colonel in procurement back in the 1950s, and listened to Kelly’s pitch about building a supersonic jet. Holloway needed to obtain a list of Air Force requirements to match Kelly’s performance description as the first step toward forwarding a contract for a prototype. “By God, Kelly, I’ll write it myself,” he declared in a blaze of enthusiasm. Kelly helped him draft it, and the two of them carried it up the chain of command to a general named Don Yates, who signed off on it. Total elapsed time: two hours.

Those days were gone forever. Now it was the Air Force calling all the shots, and a towering figure like Kelly Johnson, with his two Collier Trophies and his presidential Medal of Freedom, was respected for his past accomplishments by brash, young aeronautical engineer graduates of the Air Force Academy who had little interest in most of the ideas he tried to generate for new airplanes. Ideas were now a one-way street, initiated by Air Force planners with doctorates in flight sciences. It was rare that the Air Force took a manufacturer’s idea and ran with it, rarer still that manufacturers bothered to present unsolicited proposals to the Pentagon’s planners. And even Kelly was forced to admit that aeronautical brainpower was no longer our monopoly: several of those young procurement officers we dealt with were sharp enough to be hired at the Skunk Works.

Kelly’s stature still gained him entry to the offices of the secretary of the Air Force, the Air Force chief of staff, the head of the Air Force’s black, or top secret, programs, the director of the Central Intelligence Agency, Senator Goldwater, and half a dozen other of the top movers and shakers. Through him, I met them all. But Kelly being Kelly had also made as many high-level enemies as friends, and plenty of blue-suiters who had dealt with him on procurement matters still had the wounds to prove it. Kelly said what he meant and meant what he said, and he couldn’t care less about who was offended. I remember attending one black-tie affair with him in late 1974 at which Barry Goldwater, a general in the Air Force Reserve, was being honored with an award, and half the Air Force high command was present. Kelly was asked to make a few remarks. He said: “I’ve never got in trouble making a speech on engineering. But over the years I’ve learned what not to say. I’m an expert at that. For instance, I will not say that if we had followed the policies of the man we are honoring tonight we would not have made such a shambles of the Vietnam War as we did. Nor would I say how stupid we were in the same war to take the guns out of our fighter aircraft and then send our pilots into combat with such a cost-saving training program that few of them had fired even a handful of air-to-air missiles before facing the enemy. And for gosh sakes, I won’t say that the Israeli air force using the same kind of U.S. aircraft against the same kind of MiGs scored about four times the victory ratios that we did, using better pilot training and tactics!”

When he was finished speaking, about half of those blue-suiters present sat on their hands. Still, we had our shots at getting back in the fighter business. In 1972, the Air Force put out bids for a new lightweight fighter to several companies. We managed to insinuate ourselves into the bidding. This would be an advanced version of the F-4 Phantom, a highly maneuverable Air Force tactical aircraft that NATO allies could use as well to upgrade their air defense inventories. The bid contained specific design and performance requirements for a fighter that weighed 17,000 pounds, carried 5,000 pounds of fuel, had a 275-square-foot wing, and a specific excess power rate. I was ready to put my design team on it and give the Air Force exactly what they asked for, but Kelly had other ideas.

“Goddam it, Ben, this airplane isn’t carrying enough fuel. A fighter on afterburner uses a thousand pounds a minute, and every fighter that carried only five thousand pounds in Vietnam combat ran out in tough spots and the pilot wound up as a guest at the Hanoi Hilton. This is unacceptable. I won’t submit a proposal for something this wrong.”

I pleaded with Kelly to go along. I said, “Give the Air Force what they ask for initially, and as the procurement process unfolds all kinds of changes and modifications will follow. That always happens; you know that. But if you cut us off before we even get up to the plate, there’s no way we can score.”

He got sore. “Ben, if I teach you anything, it’s this: don’t build an airplane you don’t believe in. Don’t prostitute yourself for bucks.”

In the end, he allowed us to submit his version of what he thought the Air Force should be requesting: a fighter weighing 19,000 pounds and carrying 9,000 pounds of fuel and a 310-square-foot wing. General Dynamics won the competition by sticking to exactly what the Air Force wanted. By the time their airplane, the F-16, became operational, it weighed 19,000 pounds, carried 7,400 pounds of fuel, and had a 310-square-foot wing. I told Kelly, “Admit it, the blue-suiters would have made your changes in due course, just as I predicted.”

But they weren’t about to be led by the nose by Kelly Johnson. And to compound the loss, which was substantial, because General Dynamics sold hundreds of those damned fighters, Kelly had balked over the Air Force’s insistence that they run all the flight tests on the prototype of the fighter, if we had been selected. “I will never agree to that,” he fumed. Historically, we flight-tested our prototypes and made all the fixes and adjustments before turning them over to the customer. Kelly called Lt. General Jim Stewart, head of the Aeronautical Systems Division at Wright Patterson Air Force Base in Dayton, Ohio, and read him the riot act. “No one runs my flight tests, Jim, but me and my people. That’s the way it’s been since day one. And that’s how it is going to stay. I’m putting you on notice right here and now.”

After that phone call, I received a message at home from General Stewart’s administrative assistant: Stewart was fed up dealing with Kelly Johnson, and so was the fighter command. As far as Tactical Air Command was concerned, the Skunk Works could go fly a bomber. We were out of the fighter business.

Kelly’s stubbornness angered several important blue-suiters and a few of our own senior corporate executives. And in the fall of 1974, as his sixty-fifth birthday approached, he sent for me and informed me that I was his personal choice to succeed him at the Skunk Works, and he had so informed the company’s president, Carl Kotchian. “I told him that, out of fairness, I had to submit Rus Daniell’s name too, but that you are the one I’ve trained and counted on to carry on the great Skunk Works tradition.” He looked tired and discouraged, but also I detected a sense of relief. And a few days later Kotchian called me and I began jumping through the hoops at a series of meetings with key senior executives. All of them demanded the same thing: that I accommodate our blue-suit customers and that I recognize management’s responsibilities to keep a close eye on me as Kelly’s successor until I had a chance to prove myself. The name of the game was “get along and go along”—no more tyrannical Kelly Johnson types. I understood, as did Kelly, that he was unique in his power and independence, which was nontransferable to any successor. For better or worse, a new era was dawning for those left behind in a Kelly Johnson-less world. The Skunk Works was still expected to produce giant results, but the new guy sitting in the boss’s chair would be a lot smaller than the original Gulliver.

After the F-16 loss, it took breakthrough stealth technology to get us back into the fighter business in the mid-1980s. By then, of course, I was in charge of the Skunk Works while Kelly became an increasingly uninvolved consultant. Watching me operate from his own desk, he kept his second guesses to a minimum, but I could usually tell when he disapproved of something I was doing. I said to him, “Kelly, I know what you’re thinking, but it’s a different climate now. The trick is to make the customer think he thought up the changes that we want. That’s the easiest way to get these changes through. But, Kelly, that’s a trick you never had the patience for.” He had to laugh. “I’d never have let any of those dumb bastards second-guess me,” he agreed.

But, unlike me, he never had to put up with an aggressive Air Force that challenged our Skunk Works autonomy at every turn. Because of highly publicized cost overruns that were suddenly endemic in aerospace, as well as headline accusations of bribes and scandals infecting many of the major defense companies, even we in the Skunk Works were now swarming with auditors and inspectors. We had maybe six auditors on the Blackbird project, now there were thirty of them on Have Blue, each one sniffing for evidence of grand larceny at every turn. With auditors came inspectors and security supervisors, who poked around in our waste bins and desks after hours looking for rule-breakers who didn’t lock up or left secret work papers on their desks. They were even limiting the number of people I could clear for security for any one project. Each project had a specific quota of secret clearances allocated by the Pentagon, and each clearance had to be justified personally by me and approved by the Air Force. And Kelly, who was coming in only once a week to consult with me, was tough to justify with such tightly allocated clearance slots. “What’s going on?” he’d ask, and it almost killed me because I couldn’t tell him. He was no longer in the position of need to know.

But we still shared our own secrets. In July 1982, I confided to him that after two years of widowerhood, I was now in love again. I found a wonderful woman named Hilda Elliot, and planned to marry. Hilda was the manager of an antique shop and as smart and personable as she was attractive. She had three wonderful children from a previous marriage, and over the months of our dating game she had proven to be a great sport in putting up with industry functions where the technical talk would make any outsider’s eyes glaze over. Kelly and his third wife, Nancy, quickly embraced Hilda, and she, in turn, became close to both of them over the next eventful years. Kelly, in particular, loved the story of Hilda’s first trip with me to the Paris Air Show in 1983. The Russians invited us to visit their new C-5-like cargo plane, and when the CIA heard about it, they asked me if they could have one of their own technical experts accompany me while posing as just a personal friend I dragged along. The expert turned out to be a young and attractive brunette, and Hilda walked with her arm-in-arm on board the Soviet C-5 and introduced her as her cousin.

In 1986, Kelly broke his hip in a nasty fall and had to go to the hospital. He was admitted to St. Joseph’s Hospital, only a few miles from our offices in downtown Burbank. And he never came out. He died in his hospital suite four years later. The problem was not his hip, which slowly mended, but a general physical deterioration and advancing senility exacerbated by hardening of the arteries to his brain. He died slowly and terribly. Hilda and I were frequent visitors to his hospital room at first, but as the months passed Kelly’s condition deteriorated to the point where he stopped eating and his robust two-hundred-pound frame dissolved into a one-hundred-and-thirty-pound skeleton. His skin became a white and dry parchment and he suffered from excruciating bedsores. His eyes seemed unfocused and lifeless, and he increasingly began to slip in and out of coherence. I could barely stand to visit him, and many times he seemed not even to recognize me. But I came as much for Nancy’s sake as for his. He wanted her at his side every moment of every day, and if she’d leave the room for a few minutes, he’d glower impatiently until she returned. “Where’s Nancy?” he’d shout. “I need her this minute.” During one visit he confided to me, “Ben, I’ve got a great idea for a new spy plane. Get Allen Dulles on the line.” I replied, “Kelly, Dulles passed away many years ago.” He became agitated. “The hell you say. You lying bastard. I never did trust you. Get Dulles on the line, I said.”

When the Blackbird made its last flight in 1990, I called Nancy and asked her if she thought we could take Kelly out to the plant for the flyby we had scheduled. We both agreed that we didn’t want any of his old friends to see him in his condition, but rather to remember him the way he was when they last saw him. So we put him into a limo that had dark windows, making the passengers invisible from the outside, and drove him to the Skunk Works. Kelly was not alert that day, and I really was not sure he understood what that ride from the hospital was about.

All the employees from the Skunk Works were standing outside waiting for the overflight. Kelly sat in the car. We had put out the word that he was not feeling well and would not be able to greet anybody. Everyone respected that and they cheered the car’s arrival. Around the time the SR-71 came roaring in over the rooftops and cracked out two massive sonic booms in salute, Nancy had stirred him awake and partially lowered the car window. The booms were as loud as thunderclaps. Kelly looked up, startled. “Kelly, do you know what that was?” I asked. “The pilot was saluting you. We all are saluting you.” He didn’t reply to my question and seemed to be nodding off. But when I looked at Kelly again he had tears in his eyes.

Kelly Johnson died on the final day before my own retirement as head of the Skunk Works — December 22, 1990. He was eighty years old. We ran a full-page black-bordered ad the following day in the Los Angeles Times. It showed the logo of our Skunk Works skunk with a single tear rolling down his cheek.

Clarence “Kelly” Johnson was an authentic American genius. He was the kind of enthusiastic visionary that bulled his way past vast odds to achieve great successes, in much the same way as Edison, Ford, and other immortal tinkerers of the past. When Kelly rolled up his sleeves, he became unstoppable, and the nay-sayers and doubters were simply ignored or bowled over. He declared his intention, then pushed through while his subordinates followed in his wake. He was so powerful that simply by going along on his plans and schemes, the rest of us helped to produce miracles too.

Honest to God, there will never be another like him. He was a great boss if he liked you and a terrible boss if he didn’t. Once he was down on an employee, the situation was usually terminal. We would kid, “The only way out of Kelly’s dog-house is out the door.” Unfortunately, that was true. I was annoyed by things he did at least half a dozen times a week — but I loved that guy.

The fact that there were very few Jews in the top management echelons of aerospace around the time he pushed me to succeed him at the Skunk Works didn’t concern him whatsoever. I mentioned the religion question to him in passing. “Ben, I don’t give a damn how you pray. I only care about how you build airplanes. And that’s all our board will care about too.” That was that.

In the mere act of trying to please him and live up to his expectations, I became twice the man I otherwise would have been. Like all the rest of us at the Skunk Works, I ran my heart out just to keep up with him. Kelly, I thank you. All of us do.