Skunk Works

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.”