Throughout the autumn of 1964, the Vietcong had a system for dealing with American flare ships over the Mekong Delta. When the unarmed C-47 arrived overhead, they broke contact, melted into the tree line, and waited. When the flares burned out and the aircraft departed, they resumed the assault. Multiple ARVN outposts were overrun using exactly this drill.

On the night of December 23rd, 1964, a C-47 from the First Air Commando Squadron arrived over a besieged Special Forces outpost in the Delta. The Vietcong executed their standard drill. They went to ground to wait it out. The aircraft opened fire with three mini guns at 300 rounds per second. 4,500 rounds later, the Vietcong withdrew.

From that night forward across 4 years of war and 3,926 defended positions, not one was ever overrun while that aircraft was overhead. The Vietcong had solved the flare ship. They had not solved a flare ship that shoots back. By late 1964, communist forces were averaging nearly 1,800 attacks per month across South Vietnam.

Almost all of them came after dark. The Vietcong had built an entire doctrine around the night. They assaulted Special Forces camps, [music] isolated CIDG outposts, and fortified hamlets because American and South Vietnamese tactical air had no effective answer once the sun went down. Fighters could not loiter.

 They could not see the ground, and they risked dropping napalm on the very positions they were sent to save. Helicopter gunships rarely flew after dark, and they burned through fuel in under an hour. The only night option was the unarmed flare ship, C-47s and C-123s orbiting besieged outposts, dropping magnesium canisters that lit up the ground for 2 and 1/2 minutes before burning out.

 The Vietcong had solved the flare ship. They would break contact, melt into the tree line, wait for the flares to die, and resume the assault the moment the aircraft departed. Then came the night of October 31st, 1964. Vietcong sappers hit Bien Hoa airbase with mortars, destroying or damaging dozens of American and Republic of Vietnam Air Force aircraft on the ground, and killing and wounding United States servicemen.

 That attack was the tipping point. It was the disaster that finally convinced General Curtis LeMay to act. Captain Ronald W. Terry, a former F-86 and F-100 fighter pilot, had just returned from a fact-finding tour of Vietnam that summer. He had watched fighters streak over burning hamlets, too fast to see what they were shooting at, too brief to matter.

Terry came home with a conviction. The answer already existed. It had been proposed, tested, and rejected for nearly 40 years. The idea of firing sideways from a banking aircraft went back to 1926 when First Lieutenant Fred Nelson strapped a .30 caliber machine gun to a DH-4 biplane and flew pylon turns over a test range. It worked.

 [music] Nobody cared. Lieutenant Colonel Gilmore Macdonald proposed lateral firing weapons in 1942, 1945, 1947, and again in 1961. Four times pitched, four times killed in committee. Ralph Flexman, an engineer at Bell Aerosystems in Buffalo, New York, wrote the formal proposal in December 1962. Captain John Simons, a research psychologist at Wright-Patterson, ran the first pylon turn experiments in a T-28 trainer.

 Every time the concept died on a desk. Terry revived it. He briefed General LeMay in November 1964. He sometimes spent his own money to keep the project alive, and he flew to Bien Hoa with two test crews and the equipment to convert two C-47 cargo planes into something that had never existed before. His welcome was hostile. Terry’s team landed at Tan Son Nhut and was met by armed air police.

 He recalled that they told them they were not to talk to anyone, and that they and their equipment would be on the next plane back to the United States. >> [music] >> Senior Air Force officers despised the idea of a lumbering cargo aircraft doing fire support. >> [music] >> Terry ignored them. By 11 December 1964, the first FC-47 was armed and flying.

What they built was simple and devastating. Three 7.62 mm General Electric mini guns were bolted to the port side of a Douglas C-47 with a combined maximum output of 18,000 rounds per minute. That added up to 300 rounds per second. Every fifth bullet was a tracer, meaning 60 visible streaks of fire descending per second in a single coherent stream.

The pilot flew a left-hand pylon turn at 3,000 ft in a 30° bank, keeping a gun sight fixed on a single point on the ground, circling like a hawk, firing continuously for as long as it took. Fighters measured time on station in minutes. Spooky measured it in hours, seven or eight of them on a full fuel load.

 A 3-second burst placed around every 2.4 yd across an area the size of a football field. One bullet in every square yard in under 10 seconds, and it lit its own battlefield. 45. Mark 24 magnesium flares, 27 lb each burning at 2 million candlepower. Before Spooky, the Air Force needed two aircraft to do one job, a flare ship to illuminate and a fighter to shoot. Neither could stay.

Neither could see well enough. Spooky did both, alone, all night. On February 24, 1969, a 23-year-old loadmaster named John Levitow would prove just how dangerous the inside of that cargo bay could be. That story is coming. But first, what Spooky did to the enemy. Bong Son. On February 8, 1965, Captain Jack Harvey, a member of Terry’s original test crew, was vectored to a Vietcong battalion dug in on a hilltop in Binh Dinh province.

One AC-47, 4 hours of continuous orbit, 20,500 rounds poured into a single position. When it was over, 300 Vietcong lay dead on the hilltop. Survivors dragged away an estimated 150 more. From the ground, the stream of tracers looked like a solid red rope connecting the sky to the earth, and because every fifth round was tracer, what the eye saw as a single beam actually represented five times as many bullets striking.

A Stars and Stripes reporter who watched Harvey’s gunship in action described the tracer streams [music] as dragon’s breath. The commanding officer of the First Air Commando Squadron read the article and said, “Well, I’ll be damned. Puff, the magic dragon.” That single mission made the Air Force fund full squadron production.

Duc Lap Special Forces camp. The 23rd of August, 1968. 0105 hours. The camp erupts under mortar and rocket fire as 4,000 NVA forces assault from multiple directions. The wire is breached within minutes. Major Daniel J. Rem, pilot of Spooky 41, checks in 45 minutes after the first round lands and reports Spooky 41 overhead with flares and mini guns.

 Over the following days, rotating AC-47s logged 228 flying hours and expended 761,000 rounds into the NVA positions. The defenders called the Spookies their guardian angel. The camp holds against a regiment. Spooky 71. A C-47D, serial number 43- 49770. Third Special Operations Squadron. 24th February 1969. Airman First Class John L.

 Levitow, 23 years old from Glastonbury, Connecticut. His 181st combat sortie. The crew had been aloft for 4 and 1/2 hours over Long Binh Army post when an 82-mm North Vietnamese Army mortar round struck the right wing and detonated inside the structure. The blast tore 3,500 shrapnel holes through the fuselage.

 All five men in the cargo compartment hit the floor. Levitow took more than 40 shrapnel wounds in his back, legs, and right side. And then the worst thing happened. The explosion ripped a fully armed Mark 24 flare from Airman Ellis Owen’s hands. The safety pin was already pulled. A 27-lb magnesium canister, set to ignite at 4,000°, was now rolling loose across the deck of an aircraft carrying 19,000 rounds of ammunition.

Levitow dragged a wounded crewmate away from the open cargo door. Then he crawled toward the flare. Unable to grasp it as it rolled, he threw his body on top of it, hugged it to his chest, and dragged himself the length of the cargo bay and out the open door. The flare separated and ignited at full intensity in midair, clear of the aircraft.

 He later said the shrapnel felt like a 2×4, a large piece of wood struck against his side. He was the lowest-ranking airman ever to receive the Medal of Honor. The geometry is what made all of it possible. A fighter makes a strafing pass at 400 knots, 2 seconds of fire, rounds scattered across a wide area, then the pilot pulls off, repositions, and by the time he returns, the enemy has moved.

 Spooky orbits at 120 knots in a continuous left bank. The gun [music] sight stays locked on the same patch of ground. The fire never stops. There is no repositioning gap. There is no escape window. Captured Vietcong documents referred to the aircraft as the dragon and explicitly ordered troops not to fire on it, warning that conventional weapons were useless against it, and that engaging it would only infuriate the monster.

This was one of the rare cases in modern warfare where an enemy doctrinal document essentially advised flight over fight. The Vietcong adapted, breaking off attacks the instant Spooky appeared, avoiding standing engagements in open ground at night, and concentrating heavier anti-aircraft guns along the Ho Chi Minh Trail in Laos.

That concentration is what broke the aircraft. Spooky’s role defending hamlets in South Vietnam was a near perfect fit. Its deployment to interdict the trail was a disaster. Flying low over defended corridors ringed by 37 mm and 57 mm anti-aircraft artillery, some radar-guided, the squadron lost six aircraft by August 1966 and was pulled back.

The 7.62 mm rounds could not destroy trucks. The aircraft was, in the end, a 1930s civilian airliner asked to fight a war, slow, low, unarmored. Inside the cargo bay, the noise was punishing. The air choked with propellant fumes until smoke extractors were retrofitted in 1966. [music] Every orbit at 3,000 ft was a slow, predictable circle that a competent anti-aircraft gunner could anticipate, and Spooky could not save everyone.

At A Shau Special Forces Camp, 9 March 1966, with a 400-ft ceiling and pouring rain, Captain Willard Collins crash-landed his AC-47 after both engines were shot out. First Lieutenant Delbert Ray Peterson, the co-pilot, eldest of seven children and valedictorian from Manson, Iowa, charged an enemy machine gun position with an M-16 and a .

38 caliber revolver to draw fire so a rescue helicopter could extract the surviving crew. Peterson was never seen alive again. Both men received the Air Force Cross posthumously. The AC-47 directly birthed the AC-130 Spectre, which has served in every American conflict since, from Grenada to Afghanistan to counter ISIS operations.

The Spooky 2 call sign on the AC-130U is a deliberate, unbroken homage. The Colombian Air Force still flies a direct descendant today, Basler BT-67 conversions, with FLIR slaved guns as the Avión Fantasma, the ghost plane. A combat Marine of Hotel Company, 2nd Battalion, 5th Marines, remembered it this way, “We would call in a kill zone and Spooky would show up with its flares and its firepower and eliminate the threat.

” And the line that became the epitaph from a soldier whose name history did not record was this, “Whoever built Puff had a sick mind.” At night, it looked like a red line of light coming from the sky. 53 aircraft, 97 million rounds, 3,926 positions defended, not one lost while the dragon was overhead. It was a 1930s airliner with a sick mind breathing fire from the cloud ceiling and a ghost story the Viet Cong told each other not to test.