Skunk Works: A Personal Memoir of My Years at Lockheed

3 THE SILVER BULLET

My style of leadership at the Skunk Works was markedly different from Kelly Johnson’s, and it was wryly described by John Parangosky, the CIA’s program manager for several Skunk Works projects, who knew us extremely well: “Kelly ruled by his bad temper. Ben Rich rules with those damned bad jokes.” I was ebullient, energetic, a perennial schmoozer and cheerleader with an endless supply of one-liners and farmer’s daughter jokes supplied fresh daily by my brother, a television producer on a situation comedy. Being so “user-friendly” was in sharp contrast to Kelly, who seldom made small talk and expected crisp, informed responses from his senior people to his sharp, pointed questions. When younger employees happened to see Kelly heading their way, they often dove for cover. I believed in the nonthreatening but benignly authoritarian approach to maintain high morale and team spirit. I spent half my time complimenting my troops and the other half bawling them out. Of course, by 1978, I was bouncing on pink clouds, enjoying the hosannas reserved either for angels or the head of a research and development outfit that produced a technology everyone wanted. Producing a new technology was the R & D equivalent of scaling Mount Everest. Northrop, our closest rival in developing stealth, was very good, but we were significantly better, and I was now taking meetings with admirals and four-star generals from all branches, each eager to buy into the new technology for their tanks and shells and missiles.

Rolling small ball bearings across the desks of four-star generals had paid off handsomely. “Here’s the observability of your airplane on radar,” I declared to their astonishment. By contrast, most fighters in the current inventory had the radar signature of a Greyhound bus, so the Air Force could not wait to shrink to marble size and signed a contract with us to start engineering a stealth fighter in November 1977, one month ahead of Have Blue’s first flight test.

I was thunderstruck. We were rewarded with a development contract for a new fighter before our Have Blue demonstrator actually proved it could fly. No one in the defense business would be able to recall an occasion when the blue-suiters pulled an end run around their own inviolate rule: “Fly it before you buy it.”

Military aircraft were so expensive and complex and represented such a sizable investment of taxpayers’ money that no manufacturer expected to win a contract without first jumping through an endless series of procurement hoops, culminating in the flight-testing phase, that under normal circumstances stretched nearly ten or more years. From start to finish, a new airplane could take as long as twelve years before taking its place in the inventory and become operational on a flight line long after it was already obsolete. But that was how the bureaucracy did business. Within the Air Force itself, the decision to proceed on a particular project usually followed months, sometimes years, of internal analysis, debate, and infighting, which ensured that every new airplane was designated for a very specific operational purpose.

In our case the airplane was untested and its strategic purpose unclear. But William Perry, the Pentagon’s chief for research and engineering, who had come into office with the new Carter administration in January 1977, took one look at the historic low observability results we achieved and immediately set up an office for counter-stealth research to investigate whether or not the Soviets had ongoing stealth projects; the CIA began an intensive search to find out what the Russians were doing in stealth technology by redirecting satellites to overfly their radar ranges. The agency concluded that their only real interest in stealth was some preliminary experiments with long-range missiles. Otherwise, stealth was not a priority for them. Why spend money on a costly stealth delivery system when the U.S. had so few defensive missile systems and none nearly as sophisticated as their own?

The Soviets’ apparent indifference to stealth spurred Bill Perry into action. In the spring of 1977, he called in General Alton Slay, head of the Air Force Systems Command. “Al,” he said, “this stealth breakthrough is forcing me into a snap decision. We can’t sit around and play the usual development games here. Let’s start small with a few fighters and learn lessons applicable to building a stealth bomber.”

The Air Force, like a shopper, bought by the pound: the lighter the cheaper. The rule of thumb was that the airplane’s structure cost roughly a thousand dollars a pound, while its avionics were prime cut — four thousand dollars a pound at 1970s prices. Had Perry immediately pushed for a stealth bomber, General Slay would probably have done all in his considerable power to kill it. Not because he opposed stealth, but he was then up to his eyeballs trying to make Rockwell’s troubled B-1A bomber live up to its advance billing as the successor to the B-52 long-range bomber. The B-1 was his number one priority. He very quickly got word sent to me via a subordinate: “Tell Ben Rich not to lobby around about a stealth bomber.” He was one tough hombre.

In early June, Dr. Zbigniew Brzezinski, President Carter’s NSC chief, whom I had never before met, decided to fly out to see Have Blue for himself. Brzezinski flew in an unmarked private jet to the remote base where I awaited him inside a tightly guarded, closed hangar. We spent several hours together. I let him kick Have Blue’s tires and peer into the cockpit. Inside a secure conference room next to the hanger, I briefed Brzezinski on the stealth program and he began to question me: “How much stealth is enough stealth?” “Could stealth be applied to a conventional airplane without having to start from scratch?” “How long would it take the Russians to duplicate our stealth diamond shape if a model fell into their hands?” “How long before the Russians are likely to produce counter-stealth weapons and technology?”

Brzezinski scribbled my replies on a small pad. Then he asked me about the possibilities for developing a stealthy cruise missile that could be air-launched from a bomber and overfly unseen two thousand miles or more inside the Soviet Union to deliver a nuclear punch. I told him our preliminary design people were already at work on developing such a missile, which would be basically the same diamond shape as Have Blue. But without a cockpit in the configuration, the stealthiness was almost an order of magnitude better than even Have Blue — making our cruise missile design the stealthiest weapon system yet devised.

I showed him a copy of a threat analysis study prepared for us by the Hughes radar people, who were the best in the business, predicting near invulnerability for a stealthy cruise missile attacking the most highly defended Soviet target versus only a probable 40 percent survivability rate for the B-1A bomber. He asked for a copy of the study, a photo of the Have Blue airplane, and design drawings of the cruise missile to show to President Carter.

As he was leaving, Brzezinski asked me a bottom-line question: “If I were to accurately describe the significance of this stealth breakthrough to the president, what should I tell him?”

“Two things,” I replied. “It changes the way that air wars will be fought from now on. And it cancels out all the tremendous investment the Russians have made in their defensive ground-to-air system. We can overfly them any time, at will.”

“There is nothing in the Soviet system that can spot it in time to prevent a hit?”

“That is correct,” I replied with confidence.

Three weeks later, on June 30, 1977, the Carter administration cancelled the B-1A bomber program. I had no doubt there was a direct cause-effect relationship between our stealth breakthrough and scrubbing the new conventional bomber. When I heard the news, I knew there would be at least one powerful Air Force general hopping mad and looking for someone to blame. I buzzed my secretary and told her, “If General Slay calls, tell him I’m out of the country.”

It would be several months before I received any definitive word from the government on how they would proceed on stealth. During this long silence, I would later learn, a behind-the-scenes debate raged among the top echelons of the Air Force and the Defense Department on the best uses of stealth to provide us with the maximum strategic advantage against the Soviet Union. Within the Air Force the debate was between the Strategic Air Command, furious at losing its B-1 bomber, and the Tactical Air Command, eager to add a stealth fighter to its inventory. The referees in the middle were Secretary of the Air Force Hans Mark, an atomic physicist and former director of NASA’s Ames laboratory, who was skeptical about stealth and a strong advocate of promoting missiles over manned bombers, and General David Jones, then chairman of the Joint Chiefs of Staff, who kept his powder dry and his opinions to himself until he was asked to make a decision. In the end it was General Jones who displayed the wisdom of Solomon: he gave SAC the green light to proceed with developing our cruise missile, and he approved the stealth fighter.

General Bob Dixon, head of the Tactical Air Command, flew out to see me in Burbank. “Ben,” he said, “we want you to build us five silver bullets for starters. We’ll take twenty more down the line.”

In the jargon of the trade, a silver bullet was a deadly secret weapon kept under tight wraps until it was ready to be used to take out an enemy in a Delta Force covert surgical strike. The Israeli air force hit against Saddam Hussein’s nuclear bomb facility in Baghdad was the perfect example of a Delta Force — style surgical strike operation. The silver bullet would be used to quick-hit the highest-priority, heavily defended targets in the dead of night.

Actually, it was an ideal Skunk Works project: tightly secret, building small numbers of hand-made airplanes rather quickly and efficiently. But I knew we also faced a steep learning curve leaping from building the small Have Blue demonstrator, with its off-the-shelf avionics, to a truly sophisticated larger fighter with novel and complex avionics and weapons systems.

Not long after General Dixon’s visit, the chief of staff himself detoured from some business he had in San Diego, to drop by before going back to Washington. Among the services, the Navy was the most active in running “deep black” programs, especially in Navy SEAL penetrations of Soviet harbor and naval installations. But as General Jones reminded me over sandwiches in my office, “Your stealth fighter is the first black program the Air Force has ever run. Security is paramount. I doubt there are ten people in Washington aware of this project. Maintaining secrecy must be your number one priority, even ahead of keeping to the schedules and so forth. A leak in the papers would be disastrous. Be prepared to sacrifice efficiency or anything else to maintain the tight lid. Do that, Ben, and you’ll keep out of trouble. The payoff for this airplane will be total surprise on the enemy the first time it is used.” The president wanted Jones to personally brief Secretary of State Cyrus Vance and Defense Secretary Harold Brown on Have Blue and the other stealth projects. I had a briefing book prepared, which he took with him back to Washington. Before he left, the general told me that Admiral Bobby Inman, head of the supersecret National Security Agency, which operated all U.S. satellite and communications monitoring activities, was being brought into our stealth project to take direct charge of communications security between the Skunk Works, the test site, and the Pentagon. We would be receiving special cryptographic gear and scrambler fax and telephone systems.

I made a mental note that General Jones was not the one to complain to when Air Force security began driving me up a wall.

By my third anniversary since taking over from Kelly Johnson in 1975, the Skunk Works had added one thousand new workers and by 1981 would employ seventy-five hundred. Our drafting rooms and workshops were operating on overtime; our assembly hangars hummed around the clock, on three shifts. In addition to stealth, we were updating squadrons of older Blackbird spy planes, now twenty-five years old, with new wiring and avionics. We were also building six brand-new TR-1 spy planes a year, for a total of thirty-five, the deal I had closed with General Jones the first year of my regime. I was happily putting in twelve- to fourteen-hour workdays and so was nearly everyone else. Still, as a businessman I believed in the adage of “strike while you’re still hammering”—and I pitched the Pentagon for seed money to develop stealthy helicopter rotor blades and anything else we could think up. Some wags in my employ presented me with a bowling ball stamped TOP SECRET. The attached card explained it was the equivalent of the radar cross section of the Pentagon, once we diamond-shaped it. The instructions said to roll it across the desk of the secretary of defense.

I should have been in high clover instead of up to my lower lip in deep doo-doo, but General Al Slay did get the last word and a measure of revenge for the loss of his beloved B-1: he forced on us a contract that was almost punitive. Because the Air Force had gone the unusual route of contracting for an airplane before the technology was proven in flight test, I was being socked with a contract worth $350 million to deliver the first five stealth fighters under draconian terms that could absolutely ruin us. Ultimately I had to guarantee that the stealth fighters would meet the identical radar cross section numbers achieved by our thirty-eight-foot wooden model at the White Sands radar range in 1975. I had also to guarantee performance, range, structural capability, bombing accuracy, and maneuverability.

The contract was like a health care insurance policy without catastrophic coverage: you were fine as long as you were fine. If something terrible happened, you would go down the tubes dead broke. If it proved impossible for us to duplicate the incredible invisibility of a wooden model with a full-size flying machine, we would be penalized and expected to foot the entire bill to get it right. I was feeling particularly skittish on that score because a few weeks before the contract negotiations began, I received an urgent call from Keith Beswick, head of our flight test operation out at the secret base.

“Ben,” he exclaimed, “we’ve lost our stealth.” He explained that Ken Dyson had flown that morning in Have Blue against the radar range and was lit like a goddam Christmas tree. “They saw him coming from fifty miles.”

Actually, Keith and I both figured out what the problem was. Those stealth airplanes demanded absolutely smooth surfaces to remain invisible. That meant intensive preflight preparations in which special radar-absorbent materials were filled in around all the access panels and doors. This material came in sheets like linoleum and had to be perfectly cut to fit. About an hour after the first phone call, Keith phoned again. Problem solved. The heads of three screws were not quite tight and extended above the surface by less than an eighth of an inch. On radar they appeared as big as a barn door!

So the lesson was clear: building stealth would require a level of care and perfection unprecedented in aerospace. The pressure would really be on us to get it right the first time or literally pay a terrible price for our mistakes. Deep down, I felt confident that the Skunk Works would rise to the challenge. We always had in the past. Still, I had to swallow hard taking my case to our corporate leaders, who were still struggling to put our company back on its feet. They reacted with about as much apprehension as Kelly Johnson had when I told him about the contract: “Oh, boy. You could wind up losing your ass.”

I argued that management had expected me to hustle and get new business, which also meant taking risks. Our new CEO, Roy Anderson, and president Larry Kitchen were clearly worried about our ability to duplicate the low radar cross section we had achieved on a small wooden model. “That is just asking for big league trouble promising to equal that,” Kitchen remarked. I couldn’t deny that he was right. I said, “We’ve already shown that we know what we are doing when it comes to stealth. We’ve been as good as our predictions up to now. And there’s no reason to think we’ll drop the ball. We’ll build up a quick learning curve delivering these first five airplanes, and if we do hit a snag, we’ll make it up off the back end. The fifteen to come will provide our profit margin.”

One or two executives wanted me to refuse the deal and wait for the end of the Have Blue tests in the next year or so, when the Air Force would not be so intent on covering their own butts because they were buying untested merchandise. I rejected that idea. “Right now, we’ve got a contract and also the inside track on the next step, which is where the big payoff awaits: building them their stealth bomber. That’s why this risk is worth taking. They’ll want at least one hundred bombers, and we’ll be looking at tens of billions in business. So what’s this risk compared to what we can gain later on? Peanuts.”

It was not a very happy meeting, and the conclusion reached was reluctant and not unanimous. The corporate bean counters insisted we install a fail-safe monitoring and review procedure that would sound the alarm the moment we fell behind or hit any snags. “Above all, no nasty surprises, Ben,” Larry Kitchen warned me. Frankly, he sounded more prayerful than hopeful.

From that moment on, a hard knot formed in my gut around my biggest worry: guaranteeing bombing accuracy. Who knew what huge, ugly, time-consuming problems lay in store for us solving that one? Unlike the low-flying B-1 bomber that attacked from the deck, we would come in relatively high — twenty thousand feet or more — giving us a tighter circle to aim at. Also, because we would be invisible, our pilots would not have to duck and weave to avoid missiles or flak. We would have a clear shot to drop a pair of two-thousand-pounders. Hopefully, laser-guided smart bombs sighted by the pilot in the cockpit would prove unerring. Otherwise, I was in the tank until we found out how to make those damned bombs wise up.

The Air Force pressured me to accept a deadline of twenty-two months to test-fly the first fighter. It had taken us eighteen months to build Have Blue, which was far simpler, but I reluctantly agreed to meet the deadline. As Alan Brown, my program manager for the fighter production, put it, “Ben said ‘Okay.’ The rest of us said, ‘Oh, shit.’ ”

The contract was signed on November 1, 1978. We had only until July 1980 to build the first airplane, get it right, and get it flying.

Kelly Johnson had operated under tremendous pressure on a lot of projects over the years, but he never had to put up with the galloping inflation that hit us unexpectedly in 1979 as the OPEC oil cartel suddenly raised prices more than 50 percent. Sixteen percent inflation rates were eating me alive, and my contract with the Air Force had no price-adjustment clauses to relieve some of the financial pressures. “Who could’ve foreseen this goddam mess?” I howled to the winds. Our accounting office was becoming apoplectic. The Air Force sympathized and told me to keep my chin up but rejected my appeal for renegotiations to build inflationary spirals into a shared customer-government cost outlay. By the middle of the presidential campaign of 1980, Carter was catching hell from all directions. Ronald Reagan blasted him for weakening the military and made a campaign issue out of Carter’s cancellation of Rockwell’s B-1 bomber, which had cost eight thousand jobs in voter-rich Southern California. The Carter White House asked me to draft a briefing paper for Reagan that would privately inform him about the very sensitive stealth project in the hope he would back off his attacks on the outmoded B-1. Fat chance that would happen, but in a desperate move, Defense Secretary Brown shocked me by stating in public that the government was doing research on important stealth technology. By then Carter had lost the defense issue totally, so Brown should have kept his mouth shut.

We in the Skunk Works had done very well under the Carter administration and would really miss tremendous performers like Bill Perry at the Pentagon.[3] But Reagan roared into Palmdale and blistered Carter with a speech at the Rockwell plant, promising to reopen the B-1 bomber line after the election. Everyone in aerospace was ready for a change. Guys in the plant were whistling “Happy Days Are Here Again” simply because the sentiment fit perfectly with their mood. The so-called Misery Index, cited by Reagan, which was the rate of inflation measured against declining employment, really resonated with me. I felt that Misery Index every time I sat down with our auditors and watched my costs slam through the roof.

In one of his final acts before leaving office, Defense Secretary Harold Brown called me to Washington on the eve of Reagan’s inauguration in January 1981, and in a secret ceremony in his Pentagon office awarded me the Defense Department’s Distinguished Service Medal for the stealth airplane. Because of the tight security surrounding the project, only Kelly was allowed to accompany me. He stood by beaming like a proud uncle as Brown pinned on my medal and said, “Ben, your Skunk Works is a national treasure. The nation is in your debt for stealth and all the other miracles you people have managed to pull off over the years. From all of us in this building, thank you.”

I was allowed to show the medal to my two children, Karen and Michael, but I couldn’t tell them why I had received it.

Reagan would initiate the biggest peacetime military spending in our history. During the early 1980s defense industry sales increased 60 percent in real terms and the aerospace workforce expanded 15 percent in only three years — from 1983 to 1986. We employed directly nearly a quarter million workers in skilled, high-paying jobs and probably twice that many in support and supplier industries. Not since Vietnam were we building so much new military equipment, and that fevered activity was, coincidentally, being matched in the civilian airline industry.

Boeing, in Seattle, was reaping the biggest bonanza in its history during the first years of the 1980s, filling orders from the major airlines to invest in the next generation of 727s, 737s, and 747s. One airliner a day was rolling out of the huge Boeing complex. Between Boeing and the growing production lines for new missiles and fighters at California-based aerospace outfits, I suddenly found myself on the short end of materials, subcontracting work, machine shop help, and skilled labor. Without warning, there was a dire shortage of everything used in an airplane. Lead times for basic materials stretched from weeks to literally years.

We needed specialized machining and forgings, and our local subcontractors just shrugged us off. We were small potatoes, who bought in threes and fours. We advertised our needs as far away as Texas, usually in vain. Even a favorite landing gear manufacturer for past projects had to turn us down; he had no time to start up a production line for such a small order. I even had to beg for aluminum — Boeing’s huge airliners were hogging the 30 percent of aluminum production allocated for the airplane industry. The remainder was allocated to the soft drink and beer industry. I had to personally plead with the head of one of the Alcoa plants whom I knew to stop a run and squeeze in our modest order. He did me a personal favor — things were that tight.

Finding qualified aerospace workers was almost impossible at any price. Usually we borrowed people from the main plant, but business was brisk there, too, building our own Tri-Star airliner and completing a big contract award for a Navy patrol aircraft, and they had no skilled workers to spare. We had to hire people off the street, and security clearances became a horror and a half. We’d find someone with good references as a welder only to have him flunk security because of drugs. Forty-four percent of the people who applied for jobs with us flunked the drug testing. I began to think that all of Southern California was zonked on coke, heroin, pot, and LSD. Those who flunked were mostly shop personnel, but some promising technical types were caught in the net as well.

We weren’t exactly home free with many of the new employees who did pass the drug hurdle; we had to start from scratch getting them cleared and it could take longer than having a baby. I got dispensations from security for workers we purposely put in “ice boxes”—that is, they worked in remote buildings far from the main action, assembling innocuous parts. We were purposely creating big problems in terms of efficiency and logistics in the name of security by allowing ourselves to become so fragmented. But I had no choice. I had to tuck away workers so they couldn’t see or guess what it was they were really working on. I had to make us inefficient by having them work on pieces of the airplane that would not reveal the nature of the airplane itself. I couldn’t tell them how many pieces they had to make, and we had to redo drawings to eliminate the airplane’s serial numbers. That alone required significant extraneous paperwork. The majority of the people we hired had no idea that we were building a fighter, or whether we were building ten or fifty. Through a complex procedure we reserialized their piecemeal work when it came into the main assembly.

I had to laugh thinking how Kelly would have reacted not only to the security headaches but to the exasperating management regulations that never existed in his day. I might be cleared for top secret, but I was also on a government contract and that meant conforming to all sorts of mandatory guidelines and stiff regulations. Kelly had operated in a paradise of innocence, long before EPA, OSHA, EEOC, or affirmative action and minority hiring policies became the laws of our land. I was forced by law to buy two percent of my materials from minority or disadvantaged businesses, but many of them couldn’t meet my security requirements. I also had to address EEOC requirements on equal employment opportunity and comply with other laws that required hiring a certain number of the disabled. Burbank was in a high-Latino community and I was challenged as to why I didn’t employ any Latino engineers. “Because they didn’t go to engineering school” was my only reply. If I didn’t comply I could lose my contract, its high priority notwithstanding. And it did no good to argue that I needed highly skilled people to do very specialized work, regardless of race, creed, or color. I tried to get a waiver on our stealth production, but it was almost impossible.

We had barely any experience working with new exotic materials being used for the airplane’s outer skin. The radar-absorbing ferrite sheeting and paints required special precautions for the workers. OSHA demanded sixty-five different masks and dozens of types of work shoes on stealth alone. I was told by OSHA that no worker with a beard was allowed to use a mask while spray coating. Imagine if I told a union rep that the Skunk Works would not hire bearded employees — they’d have hung me in effigy.

The Skunk Works facilities were old, many of them dating back to World War II, and even a myopic OSHA inspector would have had a field day finding inadequate ventilation or potentially unsafe asbestos insulation still in the walls. Our work areas were very skunky, ladders all over the place, lots of wiring to trip over, an oil slick or two. We had worked fast and loose from day one — with seldom an accident or a screwup. That was part of our charm, I thought. We were great innovators, rule benders, chance takers, and when appropriate, corner cutters. We did things like fuel airplanes inside an assembly area — a strictly forbidden act that risked fires or worse — to solve the problem of not having to move a very secret airplane into daylight to see if its fuel system leaked. Our people knew what they were doing, worked skillfully under intense pressure, and skirted hazards mostly by sheer expertise and experience. But as we grew, the skill level decreased and sloppiness suddenly became a serious problem.

Midway into the stealth fighter project we began experiencing foreign object damage (FOD) caused by careless workmen. This particular problem is familiar to all manufacturers of airplanes but had been practically nonexistent in our shop. Parts left inside an engine can destroy it or cost lives in fatal crashes. We’ve all heard about surgeons leaving sponges or clamps inside bodies — but I know of a case in the main Lockheed plant where a workman left a vacuum cleaner inside the fuel tank of an Electra. The vacuum cleaner began banging around inside the fuel tank at ten thousand feet and the pilot landed safely before disaster struck. A big problem with jets is keeping runways clear of debris that could be sucked into an engine. Break off an engine blade and it rips through an engine causing catastrophic damage. In our case, workers would crawl into a space with pens in their pocket, oblivious when one dropped out, or they would carelessly leave a bolt or screw inside an engine. One loose bolt left inside could cause us to replace an entire $2.5 million jet engine. Carelessness was costing us about $250,000 annually in repairs. We solved part of the problem by designing pocketless coveralls and installing a very strict parts and tool auditing system on the assembly floor. Our people had to account for every rivet and screw.

We also learned to keep a sharp eye to ensure that workers didn’t try to save time or cut corners by using tools not designed for particular parts. Another concern: workers would screw up and damage a part, but instead of reporting it to their supervisor, they’d sneak off to the supply cabinet and grab another part that was reserved for the next plane they would be building. We learned to keep our parts locked and tagged so that workers could not obtain easy access. We also discovered that some of our welders and riveters had bypassed their required semiannual certification tests. The Air Force auditors were hound dogs and our record keeping stank. After decades of successfully avoiding red tape we were now swimming in it.

“Face it,” I told my supervisors, “our people are getting too damn lax.” We were working three shifts, around the clock, building the stealth fighter. When you build one or two airplanes at a time there isn’t as much discipline as when you are building dozens. Our people never cleaned up their work areas before the next shift came on until I ordered them to stop working fifteen minutes before the next shift and use that time to sweep up and pick up.

The bottom line was that I was forced to use too many inexperienced workers. On the one side I had General Dixon of the Tactical Air Command climbing all over me because of foreign object damage and insisting that he bring in a team of efficiency experts to clean up the mess. “Ben, I know you hate me for it now,” Dixon said, “but you’ll thank me for it later.” He was right on both counts. Ultimately our shops became spotless and models of their kind. But it took a lot of stress getting us there. On the other side I was fighting off OSHA inspectors clamoring to get inside the Skunk Works and possibly close down our operation.

A few workers complained because they heard that the new radar-absorbing materials were made out of highly toxic composites and became concerned for their health. The truth was we were very careful how we used hazardous materials, but because of proprietary considerations I could not reveal in public the composition of our materials, which our competitors would be as eager to discover as the Kremlin. In desperation I called the Secretary of the Air Force to get those OSHA inspectors off my back. I was told, that’s too hot for us to tackle, thank you very much. So I called OSHA and told them to send me the same inspector who worked the Atomic Energy Commission — a guy cleared for the highest security and used to working with highly sensitive materials. This inspector came out and nickel-and-dimed me into a total of two million bucks in fines for no fewer than seven thousand OSHA violations. He socked it to me for doors blocked, improper ventilation, no backup emergency lighting in a workspace, no OSHA warning label on a bottle of commercial alcohol. That latter violation cost me three grand. I felt half a victim, half a slumlord.

But then an even more serious problem hit us. A disgruntled employee, bypassed for promotion, contacted a staff member on the House Government Operations subcommittee and accused the Skunk Works of lax security and claimed that we lost secret documents. His accusations were perfectly timed because an airplane model manufacturer named Testors was making a fortune with a model they called the F-19, claiming it was America’s supersecret stealth fighter. They took the front end of our Blackbird, put a couple of engines on it, and advertised it as the stealth fighter. They sold 700,000 of these bogus stealths and Congress was livid. They wanted to know how could we allow the government’s most secret ongoing project to become a best-selling Christmas present. A couple of congressional committees wanted to send for me and sock it to me in executive session, but the Air Force refused to allow my appearance under any circumstances, citing extreme national security concerns. So Congress reached into our board room, and Larry Kitchen was sent to the Hill as the sacrificial lamb instead; he was browbeaten unmercifully before the House Subcommittee on Procedures and Practices. Then the subcommittee’s chairman, John Dingell, a feisty Michigan Democrat, sent a few of his committee sleuths to Burbank to investigate our security procedures. They ordered an audit of all our classified documents from year one — and I almost had a stroke. The first thing I did was drive over to Kelly Johnson’s house and grab back cartons of documents and blueprints and God knows what else, all stored in Kelly’s garage. Kelly operated by his own rules. He said, “Damn it, if they can’t trust Kelly Johnson by now, they can go straight to hell.” For years Kelly made his own security rules, but now the rules had changed drastically and were vigorously enforced and unbending. I was sweating that we’d all wind up making license plates at Leavenworth.

Government auditors discovered some classified documents missing. The documents in question had been properly shredded, but our logging was antiquated and no one recorded the date of the document destruction. It was a bureaucratic foul-up rather than any serious security breach, but tell that to Congress. The government cut my progress payments on the stealth fighter project by 30 percent until I could prove to their satisfaction that I had taken specific steps to eliminate security logging laxness and lost documents. From then on, we were monitored unceasingly. Toward the end of the stealth project I had nearly forty auditors living with me inside our plant, watching every move we made on all security and contract matters. The chief auditor came to me during a plant visit and said, “Mr. Rich, let’s get something straight: I don’t give a damn if you turn out scrap. It’s far more important that you turn out the forms we require.”

Those guys swarmed over us like bees on clover, checking up on our payment schedules, investigating whether we bought the lowest-priced materials and equipment from subcontractors, whether we really negotiated cost, tracked it, worked hard to get the best deal for Uncle Sam with our suppliers. I had to double my administrative staff to keep up with all these audits. For better or worse, we were stuck inside a Kafkaesque bureaucracy demanding accountability for every nut, screw, and bolt.

In between all these distractions and disruptions we were trying to build an airplane. We started assembly the same time as McDonnell Douglas started the F-18 fighter. They took ten years to produce their first operational squadron of twenty airplanes. We took only five years. And theirs was a conventional airplane, while ours was entirely revolutionary technology.

We began by refining our shape on the computer and then constructing a full-scale wooden mock-up so that the exact shape and fit of each critical facet panel and component could be evaluated and any problems associated with new details like the bomb bay could be identified and solved. We knew that this slightly newer and larger shape would be as unstable as the Have Blue aircraft — but would there be differences? To find out, one of our aerodynamicists built a giant slingshot that looked like a rock-hurling catapult right out of an old Robin Hood movie, set it up on the third-floor ramp of a huge assembly building the length of two and a half football fields — and then fired off models of our new stealth shape and took slow-motion film of how they fell to the ground, receiving a painless preview of what would happen if the real airplane spun out of control. Security forced us to do this indoors rather than off a rooftop — but it worked perfectly.

By the summer of 1980, we were supposed to have flown the first of the five test airplanes but found ourselves way behind schedule. Too many unsolved problems kept my bean counters frazzled and worried. The first airplane’s serial number was 780—July 1980—the date of our scheduled test flight that now seemed far over the horizon.

But I took heart from the fact that our learning curve improved almost daily, that we were solving technical problems that would make future stealth projects far easier to manage. But between the Air Force brass pressuring me on one side and the concerns expressed by Lockheed management on the other, the pressures were almost at the critical mass before a blowout.

Missing that July 1980 deadline for the first flight test of the F-117 wasn’t the end of the world, but it made me apprehensive because I could not honestly report to anyone that the worst delays and problems were all behind us. Each day brought a fresh challenge or crisis, and I was doing a lot of tossing and turning instead of sleeping.

That summer of 1980 was for me the low point of my life, professionally and personally. I was working myself into a frazzle, juggling projects and problems like some lunatic circus acrobat. My meetings began not long after sunrise and my workday ended well after dark. Some days brought great news about solving a particularly tough problem. Other days, the airplane project seemed hopelessly mired in a swarm of complications. The problem-solving line forming outside my office door grew longer by the day. And I had good people who didn’t come to me for help unless they felt they had no other choice.

My wife, Faye, married to a workaholic for more than thirty years, was used to my late hours. But one night in early June she greeted me at the door looking pale and shaken, and all my problems and pressures at the Skunk Works became insignificant. She had just turned fifty and had gone in for a routine medical checkup. An ominous spot was discovered on her right lung. Faye had a long history of asthma, so bad at times that we kept a small oxygen tank at home, and I prayed that somehow that spot had something to do with her chronic asthma. No such luck. Faye was biopsied and immediately operated on for cancer. Her lung was removed. The doctor told me that he was sure he got all the cancer and that she should recover completely. She came home on August 1, and I took a week off to nurse her. Her recovery seemed slow but steady.

On Monday, August 18, I got home early. We had dinner. Afterward, we watched the news on television and Faye complained of weakness. I decided to call her doctor, but before I could get to the phone, she began struggling to breathe and started turning blue. I ran to get the oxygen. Then I gave her an injection of adrenalin, which we had kept on hand for her severe asthma attacks. She failed to respond and I ran to the phone and dialed 911.

The paramedics arrived in only minutes, but they were too late. Faye died in my arms from a massive heart attack.

I’ve blotted out the next days and weeks. I vaguely remember sobbing with my married son and daughter and receiving an emotional hug at the cemetery from Kelly Johnson, whose own wife, MaryEllen, was desperately ill from diabetes. MaryEllen and Faye were close friends, and MaryEllen was devastated by Faye’s passing.

I decided my only hope for keeping sane was to plunge immediately into my work. My younger brother, who had recently divorced, moved in with me. And on the morning I returned to work I found a piece of paper on my desk. It was from Alan Brown, who was managing the program, and written on it was the date of my next birthday — June 18, 1981. “What’s this?” I asked. “That’s the date we test-fly the airplane,” Alan replied. “The date is firm. In granite. Count on it.” I gave him a wan smile, because right then the tailpipe problem was still throwing us for a loop and flight testing seemed over the hills and far away.

But on Thursday morning, June 18, 1981, our first production-model stealth fighter took off from our base on its maiden test flight. She flew like a dream.

The success of the stealth fighter did more than just bail me out. I had emerged unscathed even though we lost slightly more than $6 million on the first five production models. But the Air Staff was so pleased with the airplane that they decided to go for twenty-nine, then fifty-nine. I almost had them convinced to go for eighty-nine. After the first two batches of deliveries we achieved phenomenal efficiency. So much so that we made about $80 million on the deal. At one point I offered to give the government some of its money back because even in the Reagan years I was scared of being accused of making excessive profits. That was a federal offense, punishable with heavy fines. The Air Force told me it had no bookkeeping methods for taking back money, so I gave them $30 million worth of free engineering improvements on the airplane. We were able to make so much because we had perfected every aspect of our manufacturing techniques.

Stealth was our great good fortune and our earnings sky-rocketed. The stealth fighter brought in more than $6 billion. Refurbishing the U-2 and the Blackbird brought in $100 million. By my fifth year I was heading a small, secret R & D outfit whose annual earnings placed it among the Fortune 500. Not bad. Not bad at all.