Flying in the Aluminum Overcast – but seeing Shady Lady II.

In between this year’s constant rains, on a spectacular blue fall day, I flew in a B-17.

It meant a lot to me. My father flew them 74 years ago.

He was one of thousands of American GI’s who were stationed at Polebrook, England’s 351st Bomber Division. The B-17’s would conduct daily bombings of Germany. My Dad called it “the milk run” — and they were on the 23rd mission when he was shot down on a bombing run of Ludwigshafen, Germany — 430 miles away. His Bomber Group served as “Tail End Charlie” for the 1,000 + Bombers. They were to fly “high” at 29,000 feet.

In youth we are fearless. My Dad was 22 years old – and a pilot for World War II.

My Father, First Lt. Clarence A. Butrum (bottom right, with the bandaged nose from the Oxygon masks) and Lt. Myers.

He spent the next year in Stalag Luft III located in the present day Polish city of Zagan. Until General George Patton liberated the camp.

By the generosity of the Experimental Aircraft Association, the Aluminum Overcast is more than just an airplane. It is a traveling museum and a connection to the past, the “greatest generation” who built and served heroically on these magnificent warbirds.

Once inside, it was surprising how primitive the plane looks to me today. Sitting next to a machine gun, I saw how they loaded the ammo from bolted wooden boxes. The guidewires to the tail flaps and horizontal stabilizers where literally guidewires. It looked like it could have come off a bicycle. They rattled as the engines lifted the bomber over Manassas. My Dad suffered hearing loss in later years – I am sure these engines didn’t help.

For this Baby Boomer, the interior fuselage was challenging, to say the least. These planes were designed for 22 year-olds to scramble and climb through the narrow catwalk over the bombs and gun turrets.

The flight was very special. Coordinated by PT Billingsley and Erin Flynn of What’s Up PWC, I served as the official photographer when the Aluminum Overcast came into town for three days of flights, fundraising and fun. Later that night, the plane would serve as a backdrop for a Sock Hop to raise money.

Shady Lady II somewhere in France, May 28, 1944.

When my father’s plane went down on May 27, 1944, he was the co-pilot that day as Lt. Tedford E. Myers served as pilot. When Myers shouted to everyone to get out as he ditched the plane, my father never forgave him. In later years, in my late father’s mind, he thought the plane could have limped back over the English Channel. But the Shady Lady II would end up crashing into a French farm field.

The stories of why we fight and how we fight is an honor to celebrate those Americans who step up when asked. We see it everyday – be it First Responders, Nurses, Trauma Surgeons, Police or our Service Members. That will be the goal of the National Museum of Americans in Wartime being planned for Dale City.

But on that one bright rainless day this fall I was with my father when he was in the sky when we were both young and fearless.










Kraig Butrum is the CEO of the National Museum of Americans in Wartime being planned for Dale City.


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