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Out of the sun-bleached skies above Texas' vast Rio Grande Valley comes the whine and snarl of aerial ghosts, a priceless handful of World War II fighter planes rescued from rusty oblivion by a group of drawling, nostalgic pilots

The Rio Grande Valley in Texas is a vast carpet of cotton fields and rope-thin palms, and the only apparent reason for calling it a valley is that the Himalayas are somewhere on one side of it and the Pyrenees on another. Although the valley does have certain geographical borders—the Gulf of Mexico lies to the east and the sawdust-tinted Rio Grande crawls along to the south—the land abruptly surrenders in all directions to the infinity of a Texas horizon. The town of Mercedes is a tiny green swatch in the lower tip of this valley. It is seven miles as the dust flies from Nuevo Progreso, Mexico and a desperate phone call from almost anyplace else. But despite its isolation, Mercedes is gaining a peculiar distinction: strange ghosts are curling out of the skies above it.

The visitations occur during daylight hours, usually on clear, sunny days. A farmer off in the plowed fields squints up and sees an abstract creature swoop down from the clouds, barrel across a rooftop and, with a ghastly snarl, corkscrew quickly back into the exotic prism of time from which it seemingly has escaped. The first is usually followed by another. And another. For a while the citizens of Mercedes viewed these strange goings-on with alarm if not terror, but by now almost everyone has learned to identify the spooky silhouettes as World War II fighter airplanes being flown for the innocent delight of it by a curious group of men. Mercedes has become the home base for an amusing and historically interesting air force.

At a skimpy little airport generally inhabited only by crop-spraying planes, nine of the most famous fighter aircraft of World War II have come back to life. They comprise what is known as the Confederate Air Force. There are a North American P-51 Mustang, the sleek killer that flew more than 200,000 combat sorties and destroyed nearly 10,000 enemy planes; a gull-winged F4U Corsair, heroic companion of the marines at Guadalcanal, Pappy Boyington's plane and the aircraft that was still good enough seven years later over Korea to take a MIG-15 jet; a Grumman Wildcat, the stub-nosed relic whose cockpits were occupied by such aces as Butch O'Hare and Joe Foss; a Curtiss P-40 Warhawk, the Flying Tiger of Claire Chennault; a twin-tailed Lockheed P-38 Lightning, the fighter in which Major Richard Bong performed miracles; a full-bellied F6F Hellcat, the workhorse of famed Task Force 58; a P-47 Thunderbolt of the kind that roared over the beaches on D-day; a P-63E Kingcobra; and, finally, a sizzling F8F Grumman Bearcat, last of the prop-driven American fighters.

Although stripped of their armor-plating, their machine guns, their excess fuel tanks and even their radios, these glistening old ghosts still form an imposing squadron.

The pilots of the self-styled Confederate Air Force are sportsmen above everything, as the slogan, "Semper Mint Julep," on the backs of their gray, shoulder-patched shirts urgently suggests. They are playfully subservient to an imaginary leader, Colonel Jethro E. Culpeper, who awards such citations as the Silver Magnolia Blossom for heroism—landing in a cluster of shrubs on a dead engine. They wear Stetsons. They have their own silver wings. Like their mythical commander, they are all fully commissioned colonels. They lean heavily on the Confederate whimsy as an excuse for social rallies. The Rebel air militia has become one of the most elite clubs in the valley, with more than 100 dues-paying members, nearly half of them capable of piloting the fighters.

But aside from the jokes and a love of flying, the mission of this more than slightly sardonic bunch of pilots is to preserve in flyable condition their antique gun platforms, and to remind Americans (or show them, perhaps) what fought in the skies during World War II. The colonels, like many old pilots, are gripped by the ever-lingering nostalgia of their war. They are quite dedicated to the serious undertaking of maintaining their flying museum. "These planes are like statues," says one colonel. He is Lloyd P. Nolen, deputy commander of the group, who stands only one salute back of Jethro Culpeper himself. "It's great sport to fly 'em, but they mean a lot to our history, too."

Until the founding of the Confederate Air Force, no one seemed to care about preserving the fighters for anything more significant than aluminum ingots. It was only when Nolen, a former Air Force instructor who now operates the Mercedes Flying Service, and a few of his air-minded friends decided to buy a P-51 "for kicks" that they discovered World War II planes were almost as hard to find as Mercedes itself. "We just happened to hear that a Mustang was available through government surplus in San Antonio," Nolen says. "So a few of us, including Billy Drawe, a cotton farmer, and Roscoe Norman, who works for me, went together and bought it for $2,500."

The P-51 was the Liz Taylor of fighter planes to old Air Force men, and Nolen, a deep-voiced, deliberate man in thin-rimmed glasses, had a special reason for wanting one so badly. "It used to kill me during the war to have my students come back and tell me about the hot planes they were flying," he says. "There I was, stuck for four years in an AT-6 trainer." The Mustang was as much fun as Nolen had hoped it would be, but there were some former Navy pilots in the valley who kept telling fast tales about the Bearcat. One year later, directly from the Navy, Nolen was able to purchase a Bearcat for only $805, quite a bargain considering that it cost $111,000 new. What followed was an attempt among the flyers, who were now having dogfights on Sundays the way most men play golf or fish, to see which was the better aircraft. "It was a performance toss-up," says Nolen. "But what really came out of it all was the idea to start the Confederate Air Force. We soon incorporated as a nonprofit organization and decided to get one each of all of the wartime fighters."

Recruiting more Confederate colonels was about as much of a chore for Nolen as recruiting southern drawls. In the valley there are 56 crop-spraying firms, among which Nolen's is the largest (10 planes, nine pilots) and the most profitable. World War II pilots are prominent among the crop sprayers, but the Confederate Air Force got enlistees from other fields, too. There are farmers, teachers, doctors, car dealers and lawyers among the Rebels. Nolen was pleased to discover that all were as dedicated to the collection task as he was. For example, Clyde Elliott, a retired Navy commander who has a small spraying service in Harlingen (the nearest "city," 13 miles away) says, "Right away, these planes made me homesick. They played a major part in a great war, and I think the memory of them ought to be preserved for Americans." Elliott flew Corsairs and Wildcats during the war. He made more than 350 takeoffs and landings aboard carriers. "It gives us a particularly good feeling at air shows when old pilots crowd around them, pat them on the nose and tell their kids, 'Lookie here, son. This was your dad's plane.' "

The Confederate Air Force works on a basis of partnerships. Two, three or four men get together and buy a plane, then lease it to the group. Several of the colonels own an interest in more than one fighter. Lloyd Nolen has a piece of seven different planes—which adds up to an expensive hobby. Actually, it is on Nolen's property, once called the Central Valley Airport, that the fighters are stored. Nolen purchased the field and its buildings for his Mercedes Dusting Service. He renamed it Rebel Field. Altogether the Confederate Air Force has $102,000 invested in its planes, including the reconditioning costs.

The thing that made the scavenger hunt for the fighters extremely difficult was a U.S. Government policy that hampered their sale for private use—plus the fact that the planes are almost extinct. It has taken six years for the colonels to collect nine fighters, two AT-6 trainers and a useless B-25 Mitchell bomber, which sort of sits around looking like 30 Seconds over Mexico.

They obtained the P-40—one of only two flyable War-hawks left in the world, Nolen believes—-from a man in Chicago. They found the Corsair being led to a cremating pit by a junk dealer in Arizona. The P-38 came from an aerial survey company in Sacramento, Calif. They advertised for the Wildcat and Hellcat and purchased them from private owners in Florida and California. There are no Republic P-47 Thunderbolts left in the U.S., and the Rebels did not find one until this year. It came, fully armed, from the Nicaraguan Air Force. "They wouldn't let us get it until after a recent election," says Nolen. "They felt they might need it." The P-63E came from the Honduras Air Force.

Nor are the Rebels done. "What we want now," Nolen says, "is a British Spitfire, a Japanese Zero and a Messerschmitt Me-109. I don't believe there's a Zero left anywhere, but we have a line on a Spitfire and a Messerschmitt."

It is doubtful if the addition of any foreign antiques will make the Confederate Air Force more in demand than it already is. Performing for traveling expenses and fuel costs, the Rebels have suddenly found themselves wildly popular. One hundred thousand spectators turned out at Houston's Ellington Field earlier this year for a show in which the colonels participated. When they staged their first full-scale exhibition for the home folks in Mercedes in March, the excitement heaped automobiles along 15 miles of Highway 83, creating traffic jams in three towns. "We get requests all the time," Nolen says, "but all of us have to work. It's hard for us to get away together. Then, too, it's expensive. We don't take anything out of the admissions that the shows charge, although we raised a little maintenance money with our own show by getting $1 per car. The sponsors sometimes don't realize how much it costs for us to perform. Every time you roll out that Bearcat, you can mark up 90 gallons." One gallon of fuel costs 40¢.

Not all of the requests Nolen receives are for the colonels to put their planes through what they cheerfully describe as Beauregard Flips, Whifferdills and Do-wa-ditties—Confederate Air Force terminology for barrel rolls, Immelmans, loops, Cuban 8s, spins and inverted passes. Nolen has a letter from the vigorously patriotic manager of a power plant in India who also heads the voluntary force for the country's home guard. "I am particularly keen to start your type of organization," he wrote. "You must read in the papers about Chinese aggression on India."

The Rebels begin their shows as if they might be heading for India. All nine fighters take off and orbit the field in close formation, which is more difficult than it sounds because of the lack of radios. "We read lips," Nolen says. Then, one by one, the fighters dip across the runway and are identified by the announcer. The opening number is followed by a strenuous exhibition of acrobatics featuring the Wildcat, which is usually piloted by Henry Gardner, a crop sprayer from Kenedy, Texas, and the P-40, with either Bob Kenny of Mercedes or Joe Jones of Rio Hondo in the cockpit. Kenny is an executive with the Magic Valley Electric Co-op. Jones, another crop duster, got the first Silver Magnolia Blossom for bringing down the Warhawk safely—or fairly safely—in a pasture full of brush. The citation explained the incident. "Col. Jones," it reads, "had just completed a Beauregard Flip, a set of Whifferdills and had entered into a Do-wa-dittie in an inverted position when the forebysider inadvertently disengaged the hemmingway creating a pressure between the thermoclaxon and the retro-clutch, severing the cotton pickin' franistan...and the engine quit." The P-40 took out a barbed-wire fence, broke the prop and frightened a few jackrabbits. But that is the nearest the colonels have come to losing one of the planes—or one of their colonels.

When the Warhawk and the Wildcat are finished, the script quite properly permits the famous Mustang to do a single. No one is more comfortable in the P-51 than husky Roscoe Norman, who is Nolen's chief pilot and also the head mechanic. Norman has been flying since he was 13. "I'd fly a kite if I could climb up there on it," he says. "I just like it. It's real fun, man."

It is sometimes even more fun for Roscoe's wife, Jean, and his children, who live near Rebel Field. His family is accustomed to having Roscoe do a separate show right over his own yard each time he goes up in either the Mustang or one of the bi-wing Stearman sprayers. In the Stearman he will drag the wheels through the crops, bounce over trees and glide beneath telephone wires. In the Mustang he will buzz the house at 200 miles per hour, upside down.

The P-51 has been converted into a two-seater so that any adventurer who loiters around Rebel Field long enough is likely to be talked into strapping on a frayed, khaki parachute and climbing foolishly into the jump seat. "We'll only bank once around the field and then come down," Roscoe will say. "But if anything goes wrong, don't worry. Just putchee hand in that ring on the chute, I'll lift-chee out over the right side, and then you jerk that dude open after you count three."

Almost before the passenger realizes it, and certainly before he has digested the deluxe Mexican lunch from Arturo's over in Nuevo Progreso, the Mustang is spiraling straight up over the valley. Roscoe is glancing back and smiling deceptively, the plane is rolling and the valley is a jumbled puzzle of green and black squares below. He dives toward the rows of cotton, pulls up heroically and makes the Mustang hop over fences like a motorboat crashing into waves. Roscoe then takes aim on the chimney of his house. But he banks away at the last precious instant and begins a heady routine of slow rolls. The runway is a distant, awkward speck. There is a sharp, twisting sensation; the passenger realizes the plane has now flipped over and Roscoe is making an upside-down pass over the field. Even a nonflyer understands that a parachute is not much good at an altitude of 50 feet. In one confusing blur the pass is ended, and the sky and the palms and the fields are no longer a violent escapade in modern art. Roscoe assumes a saner posture for landing and sets the plane down soft as a moth. The astonishing part for the passenger is that—once it is over—he is apt to become an applicant for a Rebel commission instead of a straitjacket. "Said you'd like it," says Roscoe Norman, more than a bit delighted with himself.

"Only thing you got to be cautious about is on them spins you got to have patience. I just wouldn't spin no plane at all unless I was up about 14,000. You just lay that stick over and let it go. It'll come out, all right. But when you get down to about 6,000, if it ain't come out yet, then you better climb out. I wonder, what is inside them old parachutes?"

At the shows, Roscoe flies the Mustang in the next phase of things—a pylon race, involving it and four other fighters, the Corsair, Hellcat, Lightning and Wildcat. "We got it worked out where the Wildcat is the comedian of the bunch," Nolen says. "He cuts across and stuff like that." The Corsair usually wins. "That's because old Clyde Elliott can turn that thing like he's landing on a carrier deck." Fresh from winning the race, the Corsair then participates in a dogfight with the Hellcat as the next part of the program. During these air frolics, there is a show-must-go-on tradition. In Dallas recently Clyde Elliott confided in Nolen, "I think my Corsair's got a hydraulic leak." "Aw, that's O.K.," Nolen said. "It'll go away."

The show closes, after more than three hours, with Lloyd Nolen himself putting the sturdy Bearcat through an exhaustive display of acrobatics—vertical rolls, excruciatingly low-level inverted passes and consecutive slow rolls. All of the colonels agree that this act matches the hottest plane with the best stunt pilot, and they are among the most absorbed spectators in the whole crowd.

Three of the fighters are difficult to work into the act. They are the P-47 Thunderbolt, the P-63E and the P-38. "They simply aren't as maneuverable as the others," Nolen explains, "but they are among the ones people are always asking us to bring to shows." The P-47 is flown by an ex-Thunderbolt veteran, Ed Payne, a Dodge dealer in neighboring Weslaco who had 102 missions in Europe during the war. The P-63E normally is piloted by Ernie Young, who has a flying school in the valley. "Colonel Culpeper, by all rights," says Nolen, "should have given Ernie a Silver Magnolia Blossom for a ride in the P-63E from Mercedes to Randolph Field in San Antonio. The thing sprung a fuel leak, and Ernie's legs were soaked in the cockpit, but he brought her in. Just one tiny spark and...."

To keep the colonels from having too many unusual incidents, because of stunting or otherwise, they have a widely respected and enormously experienced pilot among them who admits, "I don't particularly like flying upside down." He is Dick Disney, the Federal Aviation Agency's examiner for the area. Oldest of the group at 48, Disney has 30 years' flying experience behind him. He was a C-47 transport pilot during the war, and for 11 years after that he was a captain for Northwest Air Lines. He is the Rebels' checkout man and the only pilot who flies all nine fighters.

Of the colonels, Disney says: "They are all very good pilots. There is no doubt in my mind that any of them could fly any of these planes, but a lot of them don't want to take the time to learn cockpit management. They have all the fun they want to in just one or two of them, the ones they piloted during the war. They take them home to show their friends and keep them for a week or two. Things like that."

The colonels rely on Disney for other valuable help. He plays the piano and the ukulele as easily as he flies the planes, and he is frequently called upon at the Officers' Club, a two-story building located about one Whifferdill from the hangars, to lead the colonels and their wives in a chorus of Yellow Rose of Texas or, later in the evening, in some of the airmen's more notable—and less printable—songs such as Save a Fighter Pilot and I Wanted Wings.

Things would be swell for the Confederate Air Force if all the colonels had to do was sing their songs on Saturday night and loop their loops on Sunday afternoon. But there is that money problem. The Rebel bank account often dips lower than Roscoe Norman in the Mustang. Says Nolen: "We can keep these planes up for 25 years, but it's going to take money. We may have to start charging for the shows. We need parts badly. And it looks like the only way we can get them is to buy up other old fighters—if we can find them. We also need a good place to store the planes. A real museum on the ground. Something nice where we can have plaques made up giving their history, where visitors can climb in them. This could be the best tourist attraction in the valley." Nolen, who is dangerously close to becoming the Flo Ziegfeld of the Rio Grande, has one other fling in mind. "When we get us a Spitfire and Messerschmitt," he says, "we'll dress them up in their old war paint and insignia. Then at shows we can chase the 109 and shoot him down. He can pull a stall-out and a spin, maybe release some smoke, and have a sky diver bail out. Wouldn't that be sensational?" Yes sir, Colonel, it sure would. A man ought to be awarded the Silver Magnolia Blossom just for thinking up such a thing.



With his flight-hetmet-by-Stetson mirrored in the canopy like a parachuting wraith, a Rebel pilot in a P-51 trails a Hellcat (left) and a Bearcat into mock battle.



Four great planes, the F8F Bearcat (top), P-51 Mustang, F4U Corsair and P-38 Lightning, sparkle in the Rio Grande Valley sun as their joy-seeking pilots prepare to peel off for low-level strafing runs that may scare even the boll weevils in the cotton fields below.



In the office of the Mercedes Flying Service, Confederate Air Force Founder Lloyd P. Nolen (center) plots a set of Whifferdills with two CAF aces, Roscoe Norman (left) and Dick Disney.