A Nieuport 17 biplane is skimming over the countryside, weaving between ancient oaks, buzzing meadows, and bobbing over the occasional sheep. The 110-horsepower radial engine groans as the pilot pulls the airplane into a tight turn, dipping the wing under the bough of a giant tree.

One could imagine that it's 1917, that the rolling landscape is French farmland, and that the Nieuport is piloted by one of a select few Americans who, even though the United States is a neutral country, has volunteered to fly for the French against the Germans. But the spell is broken by the sound of a jet-powered helicopter not 40 feet from the Nieuport's tail.

The Nieuport is not the French-built fighter that helped end Germany’s domination of the air during World War I, but a recently built replica; the countryside is not French, but English; and the pilot is not a World War I ace; he’s Andrew King, a native of upstate New York who, between 1982 and 1986, flew World War I-vintage aircraft at New York’s famous Old Rhinebeck Aerodrome.

As the helicopter chases his Nieuport, King hears a familiar voice in his headset: "That’s great. Let’s go around and do it one more time. Only this time, can you make it lower?"

Welcome to the set of Flyboys.

The first movie torealistically portray World War I aviation since Jack Gold’s Aces High in 1976, Flyboys is based loosely on the experiences of the volunteers who made up the Lafayette Escadrille. The privately funded flying squadron comprised 38 wealthy young Americans who were anxious to enter the war in support of the Allies. In 1917 and 1918, the group shot down 57 aircraft, and was used as a valuable propaganda tool in getting the United States to fully enter World War I. The film stars famous French actor Jean Reno, and a lesser-known young American, James Franco. Set for release in October, Flyboys will, its producers promise, thrill its audiences with aerial stunts and dogfighting. More to the point, it will do so using real airplanes and real flying.

Increasingly, technology has made real airplanes obsolete in the movies. Audiences who marveled at the swarms of fighters in Pearl Harbor (only six of the aircraft in the film were real) or at the flying scenes in The Aviator have computer graphics artists to thank. Computer-generated imagery (CGI) has taken over, changing both the way films are made and what audiences expect from them.

When asked to name their favorite aviation films, however, pilots and aviation aficionados typically list classics such as The Battle of Britain, The Blue Max, or Those Magnificent Men and Their Flying Machines—movies made in the 1960s and 1970s, before computer-generated imagery took over. To these moviegoers, computer-generated images simply cannot convey the complexity and nuance of real flight.

Director Tony Bill, a 3,500-hour commercial pilot with experience in gliders and aerobatics, first thought about making such a film 30 years ago. In the late 1960s, Bill and aviation writer Richard Bach spent a summer barnstorming in Kansas, giving demonstrations and selling rides in Bach’s vintage biplane, a 1929 Parks P2A. A few years later, when Bill was a young producer, he pitched director George Roy Hill an idea that came from his experience: a movie about a couple of former World War I pilots barnstorming around the Midwest. Hill made the movie—The Great Waldo Pepper, starring Robert Redford—but without Bill.

"I’ve wanted to make an aviation movie my entire career," says Bill. And when the chance came with Flyboys, Bill insisted that the film rely, at least in part, on real airplanes. Using modern filmmaking technology like miniature "lipstick" cameras and gyro-stabilized camera mounts, Bill would make the airplanes the true stars of this film. But flyable airplanes from the early years of aviation are very rare, and the moviemakers’ first challenge was to find enough of them to put together a mock squadron.

The only genuine Nieuport 17 in the world sits in the Royal Army and Military History Museum in Brussels, Belgium. Only replicas still fly, and of the half-dozen available, a majority work the airshow circuit and are booked more than a year in advance. To help round up the aircraft needed, Bill called on Sarah Hanna, who with her father, Ray, a former airline pilot and once the leader of Great Britain’s Red Arrows aerobatic team, has run a museum and airshow business, the Old Flying Machine Company in Duxford, England. (Ray Hanna died last December.)

Bill also turned to Mike Patlin, who had worked as an aircraft provider and aerial coordinator on several film productions. Patlin introduced Bill to Ken Kellett and Andrew King, two pilots who probably have more experience with early aircraft than anyone else in the United States.

In addition to his Old Rhine-beck background, King, a tall, friendly man who has a taste for adventure, works on vintage aircraft at his airplane repair and restoration business in Virginia. He has 2,750 flying hours (all but 200 of which are in vintage types) in 100 types of vintage aircraft. His earliest memory, he says, "is of Cole Palen’s Nieuport 28 being run up on the ground, with three or four guys on each wingtip holding it back."

Kellett, a youthful-looking man in his 50s with a laid-back, chatty manner, started flying at 15. He’s flown about 50 types of airplanes, a dozen of which were vintage, and been involved in 45 restoration projects. He also has the distinction of having built and flown a full-scale replica of the earliest aircraft. For the 75th anniversary of the first powered flight, Kellett flew his Wright Flyer replica in front of a crowd of 10,000 at Kill Devil Hills in North Carolina, and landed on the front page of nearly every major newspaper in the country. "I have four minutes total time [flying the airplane]," says Kellett. "And I couldn’t look you in the face and say that I ever truly had the airplane under control. You get on it, ride it, and hope you don’t get hurt in the end."

Today Kellett is a restorer at the Fantasy of Flight museum in Florida, owned by pilot and collector Kermit Weeks. For years visitors to the museum were greeted by a Nieuport 17 replica suspended over the museum entrance.

Weeks agreed to have the replica removed for use in Flyboys, but the airplane, built in 1971, was unflyable. Once Kellett got it down from the ceiling, he discovered it needed a new engine, firewall, tail skid, control cables, and fabric covering.

In just six weeks, Kellett managed to complete the job. He called on King to help work out the bugs in the new engine and to flight test the airplane.

In the meantime, Kellett was tasked with tracking down a two-seat fighter. He knew of a replica two-seat Sopwith 1 1/2 Strutter for sale. Built in 1915, the Strutter was a forerunner of the famous Sopwith Camel. The Strutter replica, built in 1992, was part of a private museum in Guntersville, Alabama, whose holdings were being sold off.

"[The Strutter] had never been flown," says Kellett. "The FAA saw it on Friday, we test flew on Saturday for [the required] five hours…tore it apart Sunday, and shipped it to England on Thursday."

In addition to the Strutter and Weeks’ Nieuport 17, Patlin and Sarah Hanna put together a fleet that included another Nieuport, two German Fokker DR I triplanes (made famous by German ace Manfred von Richthofen, the "Red Baron"), a British Bristol F-2 fighter (of the first six of these biplanes built, four were shot down by von Richthofen on the Western Front in 1917), a French Blériot XI, and a Royal Aircraft Factory SE-5a. The fleet was still short. To make sure there were enough airplanes to fill the takeoff and landing shots as well as backups, Bill wanted at least four more Nieuports. Patlin called Robert Baslee, of Holden, Missouri, who builds full-scale replicas of vintage aircraft using techniques of ultralight aircraft builders. His replica, made with aluminum tubing and a Volkswagen engine, weighed less than half what an actual Nieuport does, but Baslee promised the airplane had comparable performance. Baslee started in December 2004; in 52 days, he built four Nieuport replicas.

Primary shooting with the actors began in April at the Royal Air Force Halton base, outside London, where set designers created a full-scale mockup of a World War I aerodrome, complete with huge canvas hangars, a machine shop, a canteen, and assorted period vehicles. Full-scale but non-flying mockups of Nieuports, Sopwiths, and Fokkers were built to fill out the flightline.

One of the major challenges in filming Flyboys was finding locations appropriate for the time period, devoid of modern buildings and roads. And the landscape had to look like France. The Lafayette Escadrille was based in Chaudun, northeast of Paris, near the German border.

For the most part, these limitations led to filming at national parks or grand old estates. The producers got lucky when the British army gave them permission to film at the 30,000-acre Stanford Training Area, carved from a section of East Anglia in 1942 as part of the preparations for the Allied invasion of Europe. In the construction of the military range, the government evacuated six villages, leaving them perfectly preserved in their 1942 condition (which could double for 1917 in a pinch, especially from a few thousand feet up).

With the fleet of aircraft in place on a set that created a believable illusion of 1917 France, Bill and the pilots were ready to re-create World War I aerial combat.

"In researching Flyboys," says Bill, "I came across some amazing footage of early aerial stunts—crashing real airplanes into real houses, into lakes, into trees. [There was] one incredible stunt of a pilot stalling and spinning his plane into a barn." But Bill wasn’t looking for stunt flying; "I wanted aerial combat circa-1917, a very different form of aerobatic and reckless flying."

There is no existing footage of aerial combat in World War I. Bill and his screenwriter David Ward created scenes from 1917 based on their imaginations. "The [flying sequences] were written by David first as part of our story, not as reproductions of any particular event," says Bill. "This is not a documentary."

On the set of Flyboys, safety was paramount. "Our pilots wore chutes, but I dreaded any of them trying to get out of those tiny cockpits in time to deploy them," he says. "Several pilots died making movies like Hell’s Angels, [and] no movie is worth death or even injury."

For the pilots, flying the antiques was physically hard work. Though the radial engine replicas are easier to fly than the rotary engine originals, early fighter aircraft are notoriously tricky and unforgiving. The controls are heavy and imprecise, requiring constant adjustments by the pilot and absolute concentration, particularly in low-level flight or tight formation. Pushed to their limits by the demands of the airplanes and the director’s quest for the perfect shot, the pilots returned after two hours of airborne shooting stressed out and sweaty, their arms sore; sometimes they were so exhausted they could climb from the cockpit only if someone helped them.

The flight sequences filmed early on were relatively simple: basic shots with the actors, takeoffs and landings, and formation flying. "We did a lot of taxiing in those first few weeks," says King, who arrived in early May, along with Kellett and most of the other stunt pilots.

The dogfighting sequences were done later, and for the most part, those were computer-generated.

"I don’t think we ever got 100 feet off the ground," says Kellett. "My flying [in the Sopwith Strutter] was right on top of the water and right around trees. It scared the crap out of me."

Some tension emerged on the set when it came to melding the working style of aviation people versus that of movie people. Aviators typically plan ahead and keep to a schedule. They don’t like surprises. Movie productions make a schedule, then another, then another, then say "Hurry up and do this right now!" Numerous times, the pilots on the aerial unit set their alarms to be on set for 8 a.m. shoots, only to wait around most of the day while the film crew tried to figure camera placements or tweak shot sequences.

In addition to the interminable waiting, the frequent changes, and the unpredictability, there were breakages and mishaps—snapped tail skids, bent axles, broken wing spars, ripped fabric coverings, and cracked cylinders. King, Kellett, and the other pilots had to do much of their own maintenance work, often late into the night.

Even make-believe war can be hell.

The camera platform for aerial shots was a Eurocopter AS-350 helicopter. The 640-horsepower Ariel turbine engine gave it more than enough power to outperform the vintage airplanes, but to maximize the helicopter’s maneuverability, the filmmakers stripped it of unneeded equipment and filled it with only enough fuel to get through each shoot.

"It was white-knuckle stuff," says Kellett. "You really had to pay attention to the helo. The rotor was about five feet behind my tail [at one point]. When he moved in close, I could hear the rotor clicking in my headset. But I kept telling myself Stay calm and let him do what he’s supposed to do. It was intense."

The helicopter pilot was a Frenchman with the unlikely name of Fred North, who lives in Santa Monica, California. "You have to know what is desired photographically, and what can be done practically and safely," says North of the tricky flying required of him.

While the emphasis in Flyboys will be on real airplanes and real flying, the movie will also have plenty of special effects. "Our philosophy was that we’d do everything real that we possibly could do real, and then augment that with other techniques," Bill says. Crashes, explosions, unsafe maneuvers, and—yes, watch for them, purists—maneuvers impossible for real aircraft to perform were all created by computer graphics. And in one case, the computers took over when the real aircraft failed.

During the filming of a formation takeoff with the Baslee ultralight replicas, one of the airplanes lost control shortly after takeoff, pitching up and nearly rolling into another airplane. "They had done the take several times," remembers Kellett, who was on the ground watching the shoot. "It really wasn’t a big deal. But the helicopter decided to re-position alongside the runway, and it was amazing how quickly everything fell apart."

The pilots all managed to recover and no one was hurt, but from that point on, the featherweight replicas were grounded. They were too light, too vulnerable, and too difficult to control. For the rest of filming, they served only as set dressing.

Visual effects supervisor Peter Chiang headed up a team of London-based designers that modeled the Nieuport and Fokker airplanes. Thereafter, a scene of the two real Nieuports in flight could be morphed into a flight of four or six. The models could also be tweaked so that they would appear to do things impossible for the real aircraft—snap rolls or vertical climbs, for example.

For many of the aerial sequences, the directors, without the aircraft in the picture, created background scenery shots (or "plates") that could be used if the filmmakers decided to insert computer-generated aircraft or real ones.

"Like any movie, we use many different tricks," Bill says. In addition to computer graphics, the filmmakers used studio shots of airplanes on gimbals and blue screen (where shots of the actors in cockpits are superimposed over background scenery). In one particular sequence, nearly everything—a German zeppelin and its fighter escorts, the Nieuports sent to thwart it, Paris under siege circa-1917—is computer-generated.

The real trick will be stitching the real and digital together so the whole thing appears seamless. "I’ve seen the tests," Bill says, who admits he was skeptical at first of how realistic the computer-generated aircraft would appear. "They are remarkable. I don’t think anyone will notice the difference."

To those who say such effects smack of fakery, Bill counters, "No one ever filmed aerial combat in World War I. It was technologically impossible. Now it’s technologically possible to film many things from the past, from dinosaurs to [Fokker] DR I’s. I’ll give you an example of something in Flyboys that no one has ever seen: In World War I, the aviators used tracers a lot, usually every third round or so, to see where their bullets were going. I read an account of an aerial battle that described the sky looking like ‘a cobweb.’ Now, you’ve never seen this effect on screen or in photographs, [but] with CGI we could do it. We could make you see them.

"I can guarantee you this," he continues. "No one, no matter how expert, will be able to pick the real from the CGI planes much of the time. Even I can no longer tell in some of our more populous shots which aircraft are real and which are not.... I really had but one goal: to make the audience feel what it must have been like to fly mortal, sudden-death, hand-to-hand combat in the air almost 100 years ago.

"We had at our disposal a fleet of airplanes that might not be possible to duplicate ever again, and a group of pilots with skills that might not exist a decade or two hence."

And by then, even the actors may be computer-generated.

Web Extra

Hollywood Has Always Loved the Airplane
Our listing (by no means complete)of aviation-themed films.

A Dash Through the Clouds (1912)
Director: Mack Sennett
A silent black-and-white short featuring a couple of love triangles and a biplane.

Wings (1927)
Director: William A. Wellman
The tale of two friends in love with the same woman, who's in love with someone else, and then there's that girl-next-door who's in love with one of the friends. Oh, and the friends become pilots in World War I.

Hell's Angels (1930)
Director: Howard Hughes
Howard Hughes' infamous film about two Royal Flying Corps pilots in World War I was an enormous undertaking, and ended up killing several of the stunt pilots. The film is rife with fantastically daring flying sequences.

Devil's Squadron (1936)
Director: Erle Kenton
As test pilot deaths mount, a young woman is forced to close her late father's aircraft manufacturing company. (Not to worry-the hero test pilot eventually saves the day.)

The Dawn Patrol (1938)
Director: Edmund Goudling
Errol Flynn, Basil Rathbone, and David Niven star in a story about an English Royal Flying Corps Squadron in France during World War I.

Test Pilot (1938)
Director: Victor Fleming
Clark Gable is a daring test pilot, Myrna Loy is his love interest, and Spencer Tracy is his trusty mechanic.

Flying Tigers (1942)
Director: David Miller
John Wayne swaggers, this time as a pilot, in this film based on the Flying Tigers, an all-American volunteer squadron that fought against the Japanese in World War II.

Wing and a Prayer (1944)
Director: Henry Hathaway
Naval aviation takes center stage in this movie about an aircraft carrier sent on a decoy mission in the Pacific Theater during World War II. Look for the "Japanese" fighters-Grumman F4F Wildcats and Douglas SBD Dauntless bombers dressed up to look like the enemy.

God is My Co-Pilot (1945)
Director: Robert Florey
The film version of the Flying Tigers' flights over the "Hump" of the Himalayas to supply the Chinese fighting the Japanese during World War II.

Twelve O'Clock High (1949)
Director: Henry King
Real combat footage was used in this film about a bomber squadron flying over Germany in World War II.

Men of the Fighting Lady (1954)
Director: Andrew Marton
A Korean War film featuring the true story of a U.S. Navy fighter pilot blinded by gunfire and then "talked in" for an incredible (and safe) carrier landing.

The Wings of Eagles (1957)
Director: John Ford
John Wayne stars in this biopic about Frank "Spig" Wead, a naval aviator who became a screenwriter after an accident ended his flying career.

The Spirit of St. Louis (1957)
Director: Billy Wilder
A biopic featuring Jimmy Stewart as a young Charles Lindbergh.

War Lover (1962)
Director: Philip Leacock
Steve McQueen plays Buzz Rickson, a B-17 bomber pilot who lives to fly in combat. Robert Wagner is his more subdued and level-headed copilot.

Those Magnificent Men and Their Flying Machines (1965)
Director: Ken Annakin
Set in the early 1900s, the film depicts a group of air racers competing to win a competition to cross the English Channel to Paris. Two replicas built for the film still exist-a 1910 Bristol Boxkite and a 1911 Avro Triplane-and can be seen at the Shuttleworth Collection in Bedfordshire, England.

Flight of the Phoenix (1965)
Director: Robert Aldrich
A plane (piloted by Jimmy Stewart) crashes in the middle of the Saharan desert, stranding everyone on board. It takes a guy who builds model airplanes to piece the fuselage back together and fly to safety. Stunt pilot Paul Mantz was killed when he tried to land the C-82, the plane used as the Phoenix. A really good 2004 remake stars Dennis Quaid and Giovanni Ribisi.

The Blue Max (1966)
Director: John Guillermin
George Peppard plays a foot soldier in World War I, who becomes a fighter pilot and does his best to win the Blue Max, a medal bestowed on aces with 20 kills.

Battle of Britain (1969)
Director: Guy Hamilton
The dramatic account of World War II's Battle of Britain, in which the Royal Air Force kept the Germans from invading England.

Tora! Tora! Tora! (1970)
Director: Roy Fleischer
The United States and Japan get equal blame in this interesting account of the events leading up to Pearl Harbor.

The Great Waldo Pepper (1975)
Director: George Roy Hill
Robert Redford plays a barnstormer who missed out on being a World War I flying ace and can't quite get over it. There's no computer-generated imagery in this film—all of the flying and the airplanes are real.

Aces High (1976)
Director: Jack Gold
The air battle on World War I's Western Front was brutal. This story focuses on one British pilot fighting the Germans.

Firefox (1982)
Director: Clint Eastwood
He doesn't have to be on a horse to play a cowboy: Clint Eastwood is a burnt-out veteran sent to the Soviet Union to steal a "MiG 31"-a fictional fighter jet that flies at Mach 6.

The Right Stuff (1983)
Director: Philip Kaufman
Based on Tom Wolfe's book about the original Mercury 7 astronauts, Chuck Yeager, and all of their egos.

Top Gun (1986)
Director: Tony Scott
Tom Cruise portrays a hot-shot F-14 pilot in this story about a class of new recruits at Top Gun, the Navy's fighter pilot school for "the best of the best," then located in San Diego, California. Renowned aerobatic pilot Art Scholl was killed during the filming—the movie is dedicated to him.

Iron Eagle (1986)
Director: Sidney Furie
The completely believable story of a young man who steals a fighter jet to rescue his father, who has been shot down by an unnamed Middle Eastern rogue state that flies MiGs.

Memphis Belle (1990)
Director: Michael Caton-Jones
The story of the first bomber crew to complete (and survive) a full "tour"—25 missions—over Europe during World War II.

Flight of the Intruder (1991)
Director: John Milius
Based on a novel by author and real-life Grumman A-6 Intruder pilot Stephen Coonts, the film follows an A-6 crew as they fly an unauthorized mission over North Vietnam in 1972.

Pearl Harbor (2001)
Director: Michael Bay
If you want to watch a really good dramatic re-creation of what happened at Pearl Harbor...rent Tora! Tora! Tora!

The Aviator (2004)
Director: Martin Scorcese
Leonardo DiCaprio plays mad genius/aviator Howard Hughes.

Alert readers have suggested still more titles(plot summaries and other information can be found at the Internet Movie Database):

A Guy Named Joe (1943)
Above and Beyond (1952)
Air Force (1943)
Airplane! (1980)
Airport (1970)
Always (1989)
Battle Hymn (1956)
Blaze of Noon (1947)
Bombers B-52 (1957)
Bomber’s Moon (1943)
Captains of the Clouds (1942)
Ceiling Zero (1936)
Chain Lightning (1950)
Cloud Dancer (1980)
Devil Dogs of the Air (1935)
Dive Bomber (1941)
Dr. Strangelove (1964)
Fail Safe (1964)
Fate is the Hunter (1964)
Fighter Squadron (1948)
Flying Leathernecks (1951)
Forever Young (1992)
I Wanted Wings (1941)
Island in the Sky (1953)
Jet Pilot (1957)
Legion of Lost Flyers (1939)
Men With Wings (1938)
Midway (1976)
Mosquito Squadron (1969)
Murphy’s War (1971)
One of Our Aircraft is Missing (1942)
Only Angels Have Wings (1939)
Reach for the Sky (1956)
633 Squadron (1964)
Space Cowboys (2000)
Strategic Air Command (1955)
Tail Spin (1939)
Task Force (1949)
The Aviator (1985)
The Battle of Britain (1943)
The Bridges at Toko-Ri (1955)
The Dam busters (1954)
The Great Santini (1979)
The High and the Mighty (1954)
The Hunters (1958)
The McConnell Story (1955)
The Pilot (1981)
The Purple Plain (1954)
The Rocketeer (1991)
The Tarnished Angels (1958)
The Tuskegee Airmen (1995)
Thirty Seconds Over Tokyo (1944)
Von Richtofen and Brown (1971)

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