B-17G-40-VE 42-97976

709th SQ — D

Photo taken May 12, 1945 by Charles Brown. 


One of the best-known aircraft of the group, 42-97976 was assigned to the 709th Squadron on June 19, 1944, and flew her first combat mission on July 6.

In February 1945 this aircraft was renamed as one of the most famous in the group. It was subsequently scrapped at Kingman Arizona after flying 83 combat missions.


Louie the Creep was a character created by writer Damon Runyon (best known for the musical Guys and Dolls), chosen for the plane by the crew of Capt. James Ray, and painted sometime between July and September, 1944.

Photo between September and November 1944 when Cheyenne tail gun was installed. Probably September or later, as cowlings appear to have recently been painted white.

In Louie The Creep Markings



Re-named Bit o’ Lace by the crew of Lt. Warren Bates

Co-pilot Lt. John Bauman had known artist and cartoonist Milton Caniff from college. Caniff provided the the artwork, copied by Nick Fingelly onto the nose of the plane.

Original art, courtesy of Mr. Bruce Bates


In Bit of Lace Markings


Mustaleski crew home safe, minus left stabilizer and part of the rudder.


John Kirkwood, navigator, recalls:

I have always thought that the 88mm flak shell went through the left horizontal fin and stabilizer without exploding “compromising the structure”, and that aerodynamic forces, slip stream, and propeller wash completed the job. This is just a theory, but it seemed to me that, had the shell exploded in the structure, we probably would have lost the entire empennage, and gone down. It was an 88mm, as all of the other bursts were of that caliber. There were larger guns, but not at Kiel that day.

Lauri Rautio, a gunner on a nearby plane, witnessed the hit:

The Mustaleski crew was on our right wing on the mission to Kiel. I was watching them just as they got hit by an 88 on the tip of the left horizontal stabilizer. It was blown completely off, and left the vertical rudder looking like a sieve. The tail gunner was hunched down, apparently doing something with his guns, just as they were hit. He sat up bolt upright with his head swiveling left and right for a moment, and when he saw the aircraft was still flying in formation he relaxed back in his seat and stayed there. The aircraft’s tail dropped somewhat lower when it lost half its tail, but kept on flying. The pilot (Mustaleski) had to start essing, in order to stay with the group, as (I presume) his airspeed had to be increased. He went over the target with us, dropped his bombs, and came all the way home to Rattlesden. I understand he was awarded the DFC for that piece of flying.



Official damage detail photo taken after return on April 4. An unpainted replacement rudder is seen on all subsequent photos.


Combat Missions
Compiled by Rob Kirkwood from Shields’ History: 447th Bomb Group and other sources
From available records, we’ve listed 82 combat missions, shown below. In later photographs, however, 83 mission marks are clearly shown.

  No. Date Target Pilot
1 103 07/06/44 SOUTRECOURT Lt. Flagg
2 105 07/08/44 ST. ANDRE DE L’EURE / NOGENT M/Y Lt. Myles W. Farson
3 106 07/11/44 MUNICH Lt. Myles W. Farson
4 107 07/12/44 MUNICH Capt. James C. Ray Jr.
5 108 07/13/44 MUNICH Capt. Robert P. Gormly
6 109 07/14/44 AREA 10, CADILLAC Capt. Ernest T. Nance
7 111 07/18/44 CUXHAVEN Capt. James C. Ray Jr.
8 115 07/24/44 ST. LO AREA Capt. James C. Ray Jr.
9 116 07/25/44 ST. LO AREA Capt. James C. Ray Jr.
10 117 07/27/44 OSTEND Capt. Robert P. Gormly
11 119 08/02/44 ST. DENNIS Capt. James C. Ray Jr.
12 124 08/09/44 AACHEN Lt. Herbert J. Milks
13 125 08/11/44 BELFORT M/V Lt. Donald E. Mahl
14 128 08/15/44 HANDORF A/F Capt. James C. Ray Jr.
15 129 08/16/44 ROSITZ Capt. James C. Ray Jr.
16 130 08/18/44 ST. DIZIER A/F Lt. Donald E. Mahl
17 131 08/24/44 BRUX Capt. James C. Ray Jr.
18 132 08/25/44 RECHLIN Capt. James C. Ray Jr.
19 133 08/26/44 BREST Lewis*
20 134 08/30/44 BERLIN Capt. James C. Ray Jr.
21 136 09/01/44 MAINZ Capt. James C. Ray Jr.
22 138 09/05/44 BREST Capt. Ernest T. Nance
23 139 09/08/44 MAINZ Capt. Robert P. Gormly
24 140 09/09/44 GRASSY Lt. Donald E. Mahl
25 142 09/11/44 FULDA Lt. Herbert J. Milks
26 143 09/12/44 BOHLEN Capt. Robert P. Gormly
27 144 09/13/44 STUTTGART Capt. Edward T. Boisson
28 145 09/17/44 ARNHEIM Capt. James C. Ray Jr.
29 146 09/19/44 KOBLENZ Lt. Charles R. Gage
30 148 09/25/44 LUDWIGSHAFEN Capt. James C. Ray Jr.
31 149 09/26/44 BREMEN Capt. James C. Ray Jr.
32 152 10/02/44 KASSEL Capt. James C. Ray Jr.
33 153 10/03/44 GILBERSTADT Capt. James C. Ray Jr.
34 155 10/06/44 BERLIN Lt. Herbert J. Milks
35 158 10/12/44 BREMEN Capt. Louis J. Delle Monache
36 162 10/18/44 KASSELL Lt. David W. Craig
37 163 10/19/44 MANNHEIM Capt. Louis J. Delle Monache
38 165 10/25/44 HARBURG Lt. Steve J. Hrabovsky
39 166 10/26/44 HANOVER Capt. Louis J. Delle Monache
40 167 10/30/44 MERSEBURG Lt. Herbert J. Milks
41 169 11/02/44 MERSEBURG Lt. Steve J. Hrabovsky
Probably sent to the 1st Strategic Air Depot, at this time for repairs and modifications, including the Cheyenne tail gun mount seen in later photographs.
42 181 12/04/44 MAINZ Capt. Lyman H. Whitney
43 186 12/15/44 HANOVER Hatfield*
44 188 12/24/44 BABENHAUSEN Lt. Alvin A. Krug
45 205 01/21/45 MANNHEIM Lt. Thomas M. Mustaleski
46 206 01/29/45 KASSEL Lt. Hal G. Kearney
47 214 02/14/45 WESEL Lt. Warren F. Bates
48 214 02/16/45 WESEL Lt. Thomas M. Mustaleski
49 215 02/20/45 NURNBERG Lt. Warren F. Bates
50 216 02/22/45 AALEN Lt. Warren F. Bates
51 217 02/23/45 CRAILSHEIM Lt. Warren F. Bates
52 218 02/24/45 BREMEN Lt. Warren F. Bates
53 219 02/25/45 NEUBERG Lt. Warren F. Bates
54 221 02/27/45 LEIPZIG Lt. Warren F. Bates
55 222 03/01/45 ULM Lt. Malcom S. Bounds
56 223 03/02/45 DRESDEN Lt. Richard A. Bricker
57 224 03/03/45 BRUNSWICK Lt. Richard O. Coleman
58 225 03/07/45 DATTELN Lt. Warren F. Bates
59 227 03/09/45 FRANKFURT Lt. Warren F. Bates
60 229 03/11/45 HAMBURG Lt. Warren F. Bates
61 231 03/14/45 HANOVER Lt. Warren F. Bates
62 232 03/15/45 ORANIENBURG Lt. Warren F. Bates
63 233 03/17/45 RUHLAND Lt. Charles D. Summers
64 234 03/18/45 BERLIN Lt. Richard J. Dewey
65 235 03/19/45 ZWICKAU Lt. Allen L. Bland
66 236 03/20/45 HAMBURG Roberts 
67 238 03/22/45 HELBERT AREA Lt. Richard J. Dewey
68 239 03/23/45 HOLZWICKEDE Lt. Warren F. Bates
69 240 03/24/45 VARRELBUSCH A/F Lt. Warren F. Bates
70 241 03/28/45 HANOVER Lt. Warren F. Bates
71 242 03/30/45 HAMBURG Lt. Joseph F. Baier Jr.
72 245 04/04/45 KIEL Lt. Thomas M. Mustaleski
73 248 04/08/45 PLAUEN Lt. Joseph F. Baier Jr.
74 249 04/09/45 NEWBURG A/F Lt. Joseph F. Baier Jr.
75 250 04/10/45 BRANDENBURG Lt. James Broughton Jr.
76 251 04/11/45 INGLOSTADT Dreyer
77 252 04/14/45 ROYAN AREA Lt. Joseph F. Baier Jr.
78 253 04/15/45 ROYAN AREA Lt. Joseph F. Baier Jr.
79 254 04/16/45 ROYAN AREA Lt. Joseph F. Baier Jr.
80 256 04/19/45 DRESDEN Lt. Joseph F. Baier Jr.
81 257 04/20/45 NEURUPPIN Lt. Joseph F. Baier Jr.
82 258 04/21/45 INGLOSTADT Lt. Joseph F. Baier Jr.


The May 12 Flyover

After V-E Day, the 709th Squadron performed a formation flyover on May 12, photographed by English photographer, Charles Brown. Brown’s photographs were widely used in several publications. One appears inside the front cover of the Pictorial History of the 447th Bombardment Group (H), printed in 1946.

Home Again

Bit o’ Lace was flown from Rattlesden to Bradley Field, near Boston, on July 9, 1945. In October, she reached Kingman AAB for storage. Stripped down to her bare airframe as shown in these photos, she was sold for scrap on November 9th.


Bit o’ Lace Lives on

Due in large part to Charles Brown’s photos, which appeared in numerous post-war publications in the U.S. and U.K., Bit o’ Lace acquired a unique status as a celebrity. She has been reproduced as die-cast metal toys, and in several scale models and decal options.

See a model of Bit o’ Lace on our page with Tribute Models of the 447th



Article from the Dec. 24, 1966 edition of the Lubbock Avalanche-Journal

When John Bauman went Christmas shopping for his four children Thursday, he bought a box full of memories.

Inside the All Nations Hobby Shop in downtown Chicago, Bauman set out to buy his son Reid, 12, a model airplane like the one he flew in World War II.

The 45-year-old former bomber pilot admired the authenticity of a painting on the cover of a model kit of a B-17 made by the Airfix Corporation of America, Philadelphia. he looked again. it was a model of the very same plane he flew – a B-17G 29729 D – in 30 bombing missions over Germany from a base in England.

“Hey that’s the plane I flew,” he told a clerk.

“Yeah, a lot of guys flew those,” the clerk answered.

Caniff Painting

“No, I mean that’s the very plane I flew – ’76 Dog,” Bauman said. “That picture’s accurate in every detail right down to the ‘Miss Lace’ painting on the nose. I know it’s my plane because Milton Caniff (cartoonist creator of “Steve Canyon”) drew that painting for me.

“Before I went overseas,” Bauman recalled later, “I met Caniff in Chicago. I asked him if he would draw me a picture for the plane I got assigned to.

“When I got over,” he said, “I wrote Caniff and within three weeks he sent me an attractive picture of ‘Miss Lace’ – the star of a comic strip he did for the GI papers – with the suggestion that we call our plane ‘A Bit o’ Lace’.

The guys in the Squadron chipped in and we got an artist from London to paint the picture on the nose of the plane,” Bauman said. When it was finished Miss Lace stretched seven feet across the nose of the aircraft.

Had picture in his wallet

the clerk in the hobby shop looked doubtful. But he believed Bauman when the ex-pilot pulled a picture from his wallet, showing him in front of the plane. The Caniff painting of a lightly clad lady stretched spectacularly across the nose of the plane just as it did in the picture on the box.

“She was scantily draped for that period of time,” Bauman said, “but pretty well dressed for this time in our history.”

Although Bauman left the plane in England when he came home in April 1945, Miss Lace came to his attention again a few years later. he recognized “A Bit o’ Lace” in a picture of a heap of B-17s rusting in an Arizona airplane graveyard.

Bauman, now a telephone company executive living in Suburban Flossmoor, said he was going to back to the Hobby Shop to get more “Bit o’ Lace” kits for his other children –7-year-old twins, Brooke and Linden, 15-year-old Sharon – and probably at least one for himself.









709SQ; RetUS 7/5/45; RFC Kingman 11/9/45; ; see Aircraft Gallery 3; Profile: Bit o’ Lace