398th Bomb Group

Thirty Four to Go

By Ernest H. Walthall
Flight Officer, 602nd Squadron

As the truck lumbered down the English road it was hard to be comfortable. It was cold damp, misty early February morning. The trip was necessary because the home base was closed due to weather when the group returned from the mission the day before.

It was hard to tell if the other men in the back of the truck were trying to sleep or each deep in his own thoughts. There was very little talk and that there was, was very low, and due to the darkness it was impossible to tell who was sitting where.

The morning had begun, when the sergeant came into hut 15 and turned on the lights and announced, “Breakfast at two AM, Briefing at three AM”. It was then one AM, February 20, 1945. It was hard to tell how long I had been asleep, because the stand down squadron had quite a noisy party the night before, but I was wide awake now. Since this was my first mission I would be flying co-pilot with an experienced crew, I had been lucky. I would be flying with “The Mad Pollock” [Al Petska] one of the most respected pilots in the [602nd] squadron. Some believed he had ranger training before going to pilot school. He and his crew already had fifteen missions. His regular assigned co-pilot [Thomas Van Matre] was to fly with the new crew [the Jack Wintersteen's Crew].

It did not take long to get dressed, longjons, two pair warm soxs, O.D. shirt and pants, warm flying jacket and after getting to the plane a electric heated suit and then over that heavy flying pants and high top shoes.

When I arrived at the mess hall several people were already eating. It was a good hot breakfast. Square eggs (powered), Spam and breakfast rolls, hot coffee or chocolate. It was just about the quietest mess hall I had ever been, even boot camp. The Pollock came in and sat beside me. Just about all he said was “Well I am glad you are hungry, that means you are not too worried about the mission. We are going to have fun today”. He gave me a slap on the back as he went back to seconds. It sure seemed like he wasn’t worried too much either. I could see my regular crew eating across the hall. I would have to remember to wish them “Good luck” before the briefing started. It was not a long walk to the briefing room, but very cold and damp, but it sure helped to keep you awake.

The combat briefing room is like a small theater. A very large map to show the route to be taken to and from the target. A movie screen can be pulled down in front of the map to show pictures of the target, weather information, etc.

Everyone is trying to guess just what the map will show. It is not a long wait. Just as soon as the group commander and the squadron leader take their seats, the briefing officer steps forward and draws the curtain. All type of remarks are made, but the Pollock stated his best “Hot Damm, are we going to have fun today?” The target is Nurnburg, deep in Germany.

On a side screen is shown the railroad yards and station, the aiming point. Estimated time of mission is nine hours. All of the briefing is routine, intelligence, rendezvous point, which is Dover at eighteen thousand feet, route to target, bombing altitude twenty six thousand feet and the estimated from lines, which are getting nearer and nearer to the French German Border. The target is about 250 miles from the front lines.

Out route was to be from the base to Dover on the English coast, across the channel to Belgium, straight across Belgium to Aachen, Germany, then southeast to Nurnburg. After a wide right turn off the target, return by the same route.

The group commander has his say about close formation. No one knows the C.O. very well; he has been with the group about a month. The squadron commanders are closer to the crews. Both Chaplains have a few words to say. The Catholic Chaplain will hold confession after briefing. The weather department expects clear weather over target, but not too good upon return to England. Flak is expected to be heavy over the front lines and target. No one knows what to expect from German fighters. They have a new Jet ME 262. This group has not seen any yet.

After the briefing I get a change to meet the rest of the crew I was flying with. They seem to know more about me than I expected. There is equipment to draw and check. A small bag with a candy bar and pack of chewing gum for each crewmember. The morphine tubes are in a separate sealed package. The co-pilot is the unofficial doctor.

I am glad I thought to bring two extra candy bars and three cigars along. It was going to be a long wait for the next meal. Two crews are assigned to each truck. The best seat to be found was on my parachute bag. It was getting pretty cold so it was nice to have several people around me. There were canvas curtains on the truck, but plenty of cold, damp air got inside.

All of a sudden I remembered another truck ride I took in February, it was short a day or so of being four years ago. In order to get to Kelly Field from my home in north Texas, I had received a ride with a friend going to the Rio Grande valley for a load of grapefruit. It was cold and damp that day too but I had a comfortable seat up front with the driver, I hoped it would be warmer when we got to San Antonio. It was but still raining.

It was not hard to make up my mind to join the Army Air Corps. A full year out of high school, no prospects for a job and no desire to get into the infantry if drafted. College seemed next to impossible. So it was time to make a decision even it was wrong. The twenty-one dollars a month pay with food and a bed was also welcome.

It was hard to realize it had been four years, but getting to combat even in war takes time and effort if you want to be a pilot. There was basic training at Kelly Field and then a few months stay until cadres were made up for new training bases. The war was still nine months off. Then an assignment in the Training Command of nearly two years. No pilot training then unless you had two years of college or three years enlisted. It was nice in California, stationed only about one hundred miles from Hollywood. Finally promoted to S/Sgt. and making extra money keeping flight records for aviation cadets.

The Air Corps made a decision to allow enlisted men to enter flight training if they could pass a battery of written tests and of course pass the physical exam. The enlisted grade could be kept and also draw flight pay once flight training started, if you got that far.

Taking Basic Training all over again was no fun after two years, and Kerns, Utah did not add good things for the best morale.

The food was terrible, but after a few weeks of eating in the snack bar most of the time, hamburgers when they had them or peanut butter and jelly when they did not. That beat goat meat in the mess hall. I was glad to move on to a new stage of training just started, college training, while waiting for an opening in preflight. So a very pleasant summer was spent at the University of Nebraska. All the courses came in handy later in ground school.

Classification and preflight were nerve racking, because rumors of cutting back on pilot training began to fly. Finally flight training at a nice small country club at King City, California. No problems in ground school and with the help and patience of a fine flight instructor made it O.K.

Basic flight training was more difficult due to instrument training and night flying. Before we became upper classmen, we were informed that our class would be the last at the base. We finished flying early and started getting passes to town at night. But we had to take physical training each day. We were also given a chance to fly an extra two or three times a week until we departed for advanced flying on schedule. Advanced was a breeze except for instrument training again but some how pilot wings were pinned on June 27, 1944, nearly fourteen months after reporting to Kerns, Utah, with the rank of Flight Officer.

Kingman, Arizona is not a cool place to fly most of the year but at least I was learning to fly a combat aircraft, the B-17 four engine Flying Fortress, but as it takes the army time. It got boring flying student gunners. D-Day had come and gone in Europe. Some flying schools were closing. They were already planning on the end of the war.

It was late September before being assigned to a regular crew for combat training at McDill Field, Florida. Combat crew training was for the crew to get use to flying together, it included flying for the pilots but a basic knowledge and firing the guns from all crew positions, and plenty of ground school.

The crew was transferred to embarkation port at Savannah, Georgia in early December, but the day before boarding the troop ship the crew went into three weeks quarantine for a contagious disease. More delay.

At the first of the year the crew was assigned a B-17 to fly to England via Goose Bay, Labador, Greenland and Iceland. Everything went fine until landing at Goose Bay, and then eleven nights of heavy snowfall, minus 20 to 30 degree cold and the job of digging the plane out of the snow every day, only to have it snow again at night. Finally the weather cleared enough to fly, and the plane was flown to Valley, Wales, arriving on January 19, 1945.

Even after arriving in England the Air Corps did not speed things up. Still the same old hurry up and wait, several days at Valley, Wales doing nothing, then a stay at Stone, England hearing war stories of those who had completed the required thirty five missions and were headed home by boat. It was at Stone that the crews were joined by those who had left Savannah by troop ship. It had been a rough trip and most had been sick the entire strip. So the crew was lucky to fly over.

On February 3rd the crew was assigned to a combat group more briefing, check rides and water survial training in the coldest water ever possible without ice in it, at the Cambridge University swimming pool.

A month to the day after arriving in England the mission for the following day included my crew, but split to fly with experienced combat pilots. My deep thoughts were interrupted by the truck stopping and being checked by M.P.s at the gate of the base where the planes were. It had been about a twenty mile ride. The plane for the mission was K-8 Charley. The ground crew had spent the night with the plane and would ride the trucks back to the home base to get a few hours rest, waiting for the planes to return from the mission.

Each crew member had his own preflight check. The bomb load was 12 five-hundred ponders, eight were general purpose and the other four were incindary, these would break open after being dropped and each bomb would become fifty separate bombs, strickly made to start fires. Since the target was the railroad yard it was hoped many small fires would be started in the wreckage of the rail cars.

After the preflight each crew member got busy dressing in heavy clothing. The Mae West and parachute harness. It was rather difficult getting to the co-pilots seat, but finally each crewmember was in position, except the ball turret gunner and tail gunner. They would get in position after take off.

All signals to start engines, taxi and takeoff were with lights and flares from the control tower. Radio silence as much as possible during the entire mission. It was getting to be daylight as K8-Charley moved down the runway for a smooth takeoff and started to climb toward the coast of England. Pilots normally rotated flying thirty minutes at a time. Since the Pollock was flying it was time to eat a candy bar before going on oxygen. It had been hours since breakfast, but I sure wasn’t sleepy anymore.

After climb speed was set and the course to the coast was established, the Pollock turned and stated “Tex unless you are shot down over Germany or have to bailout or ‘ditch’ in the North Sea, you will rember you first mission the best. You may have some easy ones or all may be rough, you will still remember the first one for all times”.

It was getting colder and as the altimeter passed nine thousand feet the flight engineer started to help the pilots put on their flak vest, the flak helmet was so heavy, it would be put on near the front lines. I was glad I had not drunk much liquid for breakfast, because it would present quite a problem. The B-17 did not have a toilet, some urine relief tubes were at several stations in the plane, one under each pilots seat, but with so many clothes on they would be next to impossible to use, and if any moisture had collected they would be frozen by then.

Passing through ten thousand feet the crew started putting on their oxygen masks. Each crewmember would check in on the interphone every fifteen minutes. Being up around twenty-six thousand did not give much time to get help to anyone who had trouble with their oxygen system.

There was not much turbulence and the plane was climbing good at 150 MPH. We were out of the clouds, but the air was moist. We could see the other planes were making contrails and the tailgunner reported that K8-Charley was assigned to fly left wing of the left flight. This meant we would be the first in the squadron to peel off and land at the home base.

Upon reaching the coast the order was given to test fire the weapons. No problems were found on any of the weapons. The only real test is for the pilots to sit in their seats while the top turret is fired, without jumping as high as their safety belts allows. It felt as if mine stretched and extra inch or two.

Ahead we could see the group forming and we also spotted our squadron leader firing green-green flares. It only took a few minutes to get into formation and the group leader stated the group would leave on course, climbing in ten minutes, this meant that those who were late arriving would have to catch up or it they could not find the group, would have to go to war with someone else.

It was getting to be a real problem to see out of the plane due to the windows fogging up. The flight engineer came out of the top turret to keep the right window cleaned off. It was also getting much colder and frost was starting to form on the window and metal parts in the cockpit. Before long it became apparent that I was going to fly, because it was impossible for the flight engineer to keep all of the windows clear. A putty knife was being used to keep a spot about one Foot Square clear. This made it impossible for the Pollock to see the rest of the formation, so he could not fly at all.

After about an hour, in which the Pollock did two hours of cursing the heating and defrosting system. (The plane had not been modified with the new, exhaust manifold heaters and still had the old type gylcol heaters and defrosters) the windows started to clear up. This was a relief to all the crew.

Not long after bombing altitude was reached a group of black spots began to appear ahead, it did not take the crew long to put flak helmets on, because we were going to be shot at. Most of the flak was in-groups of three or four bursts near each other. It was obvious that German controlled territory was now being flown over. It only took about ten minutes to cross the front lines. Some of the burst seemed to be fifty to one hundred feet away. The Pollock stated they were not that close unless you could see the red explosion in the center of the black smoke. Those that exploded up above the formation rained metal pieces down on the plane, like someone threw a hand full of rocks. These were the German “88s”. Some were close enough to see the red center. But all of the engines continued to run just like it was a training mission.

Not much flak was encountered to the turning point, before the target since several turns were made so as to fly over some of the larger cities enroute. Everyone was watching for German fighters, none were reported. The group was flying close formation and the “Little Friends” P-51’s were giving good close support as long as there was not any flak. The German fighters were unlikely to attack in flak either.

Several targets could be seen burning on the ground, It looked like the 8th and 9th Air Forces were out tearing up the fatherland today.

It was late morning when the Group Commander gave the order for the squadrons to start getting into trail formation as the turning point came up. It would take a few minutes from that point to the target. K8-Charley would be in the second across the target. The flak was more dense, but there would be no evasive action once on the bomb run. After a short time on the bomb run all of the bomb bay doors started to open. It had been cold before, but suddenly it seemed as it the North Pole had been moved to inside the plane. The door had to be open between the pilots and the bomb bay.

I was thankful that it was my turn to fly, so I could keep my mind on something besides the flak that to me was getting to be very thick. It seemed like a very short time before I saw the bombs from the squadron leaders plane begins to fall. The first two were smokers, used as a guide for the other planes. Almost at once K8-Charley began a light shudder as the bombs were being released. One was dropped every second. The bombardier reported “Bombs Away” and almost at once the radioman reported the bomb bay was clear. Somehow it did not seem to be any warmer after the bomb bay doors were closed. The group started a right turn away from the target. The Pollock took over the flying and then I realized how hard it was to sit and watch while all that flak was bursting around the plane. I wished there were something for me to do; besides pray. No one had seen any B-17s that seemed too able in serious trouble, but we would learn later that two planes from our group were lost over the target. We were scheduled to stay at altitude for hours yet. We could see lots of smoke from several cities now. As Gen. Sherman said “War is hell”.

It seemed only minutes after leaving the target that a report from the tail gunner indicated he was losing oxygen fast. At the same time realized by own gage was reading nearly zero. That meant everybody was with out oxygen since we were on separate systems. The Pollock reported to the squadron leader that K8-Charley was leaving formation and stated the reason. It was not a request, it was a statement. By then the oxygen system was empty. The emergency decent did not take long and it was decided that we would go to tree top level to keep from being a nice target for German fighters.

As they were useless the oxygen masks were taken off, but the flak helmets and vest were left on. Some of these ground troops might be pretty good or lucky shots. The lower we got, the warmer it became. A few decisions had to be made before all of our attention would be on flying and keeping on the alert for ground targets, because it had been decided that we were going to try and do more damage to Germany if we had the chance. The navigator reported we would be in enemy territory for over an hour after reaching ground level. We would have to go around the larger towns, miss all airfields as well, not fly parallel to railroad tracks. The heading would have to be changed very fifteen minutes. The navigator would be very busy. As we reached treetop level the gunners were told that they could start shooting at any movement on the ground. But try not to shoot at civilians. It was great fun flying so low and the gunners were having a ball shooting at trucks and storage areas as we flew by. Once in awhile they could see someone on the ground wave to them. They were not being shot at.

The candy bar was a welcome snack and the cigar was enjoyable. The Pollock was real happy. With a big grin on his face he said “I told you we were going to have fun today” and then “That cigar sure smells good, can I have one or are they like dead men and come one to a box?’ He got one gladly.

When the navigator reported that it would be safe to shoot at ground targets for about forty minutes more, the Pollock stated “I have had enough of this, I am going to get me a staff car or something”. The flight engineer came out of the top turret and got into the pilot’s seat. This was against all rules and regulations but who cared? No one on the crew seemed to mind. After the Pollock got into position at the chin guns everyone noticed that road traffic had picked up. A few trucks and small vehicles. No tanks. Flying several yards off a paved road two staff vehicles were seen up ahead. It did not take long for them to be in range of the twin 50s in the chin of Charley. The Pollock started firing short bursts at them. The ball turret also started firing. All at once the front vehicle exploded in a ball of fire, and the second vehicle ran off the road and turned over. It was decided to change course away from the road.

The Pollock came back into the cockpit and stated “Go ahead Tex it’s your turn to get something. What do you want”? Trucks would make a nice target was the reply. We had been lucky so far. We had not come into range of any machine guns. It was impossible to tell if we had been fired on by foot soldiers. Everyone was sure we had been, but all four engines were still running fine.

Finally a convoy of trucks was seen. The ball turret gunner and I started firing. It looked as if most of the trucks were carrying troops. As the bullets started ripping into the sides of the trucks, soldiers started trying to get out any way they could. Some fell out; others were thrown out as two of the trucks ran off the road. They were lucky, some of the tracer bullets hit either a gas tank or some ammunition they were caring. The explosion was sudden and large. It was good thing we were not flying above the road. I called for a sharp turn away from the road. No use risking too much, a B-17 was not designed for strafing as a primary mission. That was the job for other types on a regular mission. Of course this had turned out not to be a regular mission.

Since the navigator reported that we would be leaving Germany in a very few minutes, it was decided not to strafe anymore. Paying attention to evading anything that might shoot back was more important now.

Some how the front lines was crossed without receiving any heavy fire. It could have been, they were too surprised to see such a big plane flying so low. It fact we did not know when we left enemy territory. Most of the fighting seems to be around the towns. The battle of the Bulge had been over for nearly two months, so the Germans were not on the attack any more.

We did not climb to a higher altitude because a German fighter might be out after some ground targets and would be happy to find a lone B-17 at altitude. So a sharp eye was still in order.

The flight across Belgium was a nice smooth one, when the coast was reached; it was decided it would be safe to climb to a higher altitude to cross the channel. The coast of England had to be reached at a certain point for safe passage to the base, and high enough to miss the balloons helping to guard England.

It was a pleasant sight to see the white cliffs of Dover. Permission was granted from Flight Control to proceed to the base, which was a few miles north of London. Before the base was reached the rest of the squadron was seen. Our regular spot was vacant, so the formation was rejoined. Only one comment was made by the squadron leader, it was “Did you enjoy the grand tour Charley?”

It was normal peel off and landing. Some of the planes were shooting flares while in the traffic pattern. Green flares were unofficial, but meant someone had completed their tour of duty, but red meant that someone was wounded. Yellow serious damage to the aircraft. The ground crews were out watching on the ramp, hoping their planes were not damaged much. On the way back to the base the crew had found several holes in the plane, and some were seen in the wings. Holes were found in the oxygen tanks, very small ones, but it does not take anything but a small one to lose all the oxygen fast. It was eight hours and forty-five minutes from take-off when the engines were shut down. Mission number one completed.

The shot of whisky given by the medical department at debriefing sure helped warm up the stomach, one was fine but two would have been too much. The hot cocoa and doughnuts the Red Cross gave also helped get rid of some of the cold.

During the debriefing, it became apparent how impersonal the Air Corps could look at war. You did not bomb people on the ground, you bombed railroad yards and supply depots or cities, you never bombed people. You did not shoot people in a truck or staff cars. You got trucks and staff cars. Keep it that way and you would be able to sleep through thirty-five missions.

At critique it was announced that three planes were missing from the group, including K8-Mike, the plane my regular crew was flying, no transmission was heard from them as they left the formation. The bombing results were reported good.

Soon everything was completed and we were able to go eat. The meal was nice and hot and plenty of it. Except for missing fresh vegetables and milk the food had been fine. The dining room had a lot more noise that it did for breakfast. Everyone telling their stories for the day. Each man sees the war from his own plane, what may be breeze for one crew might turn out to be a real horror story for others.

Just before I finish eating the squadron commander came in. When he saw me he came over and sat down and ask how I was. He stated that since my regular crew departed the formation it what seemed to be a controlled decent, their chances were very good. No one saw parachutes. He was sure they would be heard from soon. I sure hoped so.

Because my crew was missing I would not be scheduled to fly the next day. Neither would the Pollock, he had flown the previous day, also his crew was incomplete with out his co-pilot. I felt sleep would not come easy because of the crew. We had been in training together for about five months now.

After a shave and shower, bed was the only place to be. After sometime Big John the Squadron Bombardier came in to bed also. He had been to operations to see the pictures of the bomb strike. He came over and gently shook me and said in a low voice “Don’t worry about your crew, operations just received word, that they landed in France in friendly territory so they could get medical care for the flight engineer.” It was learned the next day that he received a head would and was left in a front line army hospital. He never returned to the squadron. One mission, one Purple Heart.

The last thing I remember before falling into a deep sleep was thinking, “Hot dam only thirty-four to go”


  1. I did not complete a combat tour. By V-E Day May 8th, 1945 I had flown twenty-three missions, including Munich twice, Bremen twice and Berlin four times.
  2. The Pollock [Al Petska] and crew completed thirty-five missions and returned to the States in early April 1945.

Additional notes:

  1. Ernest Howard Walthall was born January 4, 1921 in McKinney, TX. The family story is that after graduation from high school in 1940 his father and uncle intended to buy some hogs and send Ernest up to the Oklahoma border to live in a shack while caring for the animals. That was enough for him. Ernest hitched a ride with a friend to Kelly Field, Texas and joined the Army Air Corps on February 7, 1941.
  2. While in England he flew with the 398th Bombardment Group (Heavy), Nuthampstead, England. His awards included the Air Medal with Oak Leaf Cluster.
  3. In 1945 he was discharged and returned to McKinney where he worked for Western Electric making telephones. After the birth of his only son in 1946 and separation from his wife, he re-entered the Air Corps as a sergeant. At the beginning of the Korean War he applied to return to flight status. Orders were received appointing him a captain in the US Air Force on the last day of the war and he was sent for refresher flight training. When Ernest retired in 1963 he was a KC-135 pilot stationed at March Air Force Base, California. He worked for another twenty years for the California Department of Corrections. He died August 21, 1991 after a stroke and is interned at Riverside National Cemetery, CA.

Flight Officer
Ernest H. Walthall, 1945

Veteran: Ernest H. Walthall
Co-Pilot, 602nd Squadron
Date of Personal History: Before 1990
Author: Ernest H. Walthall, Captain, USAF Retired
Submitted to 398th Web Pages by: Stanley M. Walthall, LTC, USA (RET)

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