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The basic plot - the newbie second lieutenant trying to fit in to a tight-knit military group - has been done many many times, but this one gets it right. Hollywood usually uses a single climactic event to earn the respect of the men, but in this movie it is done the way it is in real life: hard work, brains, patience and a willingness to take care of your men, no matter the risk. At times the digital effects make you think you are in a video game, and the B-17's are sometimes depicted as if they were modeled on a kid's toy instead of the real thing, but in the end the viewer is treated to fantastic scenery and action. The attention to detail is to be commended. The uniforms looked like real GI uniforms that are cleaned and maintained in a field environment rather than by a Hollywood costume department. Even the nurses in wake scene looked like they are in the 1940's. The nod to the ground crews, the unsung heroes who worked way past the call of duty to keep the airplanes flying, was appreciated by this ground crew veteran. There are some nits, to be sure, especially noticeable to aircraft enthusiasts, but overall a great movie that deserves respect, and viewing.

In my mind, this film has two major distinctions. The first is veteran character actor William Schallert playing, possibly for the only time in his career, a weaseling villain. After all, to us Boomers he was Patty Duke's father in "The Patty Duke Show," or the humble, self-effacing-yet-professional Air Corps pilot that planned and led the interception of Japansese Admiral Yamamto in "The Gallant Hours." The second distinction is that this is the first movie that scared the crap out of me. I was 7 years old and after seeing this movie couldn't sleep with the lights off for a week. Even into adulthood, driving past the salt marshes of Eastern Long Island on a foggy night caused my imagination to go a bit bonkers.

While it certainly scared a bunch of kids, the cult appeal that other horror or B-movie flicks enjoyed doesn't carry over into adulthood. The dialogue appears to have been written by adolescent comic book authors. Enid, the heroine, upon getting a flat tire, actually says "Confound the luck!" And the egghead Professor Elliot seems to like the word "singularity," as he inserts it all over his speech at random and without any meaning. Plot devices used to connect to the next scene seem to have been made up on the set at the last minute. All the clothing, especially hero John's Air Force bomber jacket and his trenchcoat, appear to have been rented cheap provided they don't get wrinkled or dirty.

But, in the end, it needs to be enjoyed for what it is: A Cheesy Rainy Saturday Afternoon B-Flick. Get some of the frat brothers together, tap a mini-keg, and laugh at the dialogue, the cheap sets, the just-off-the-rack look of all the clothes, the plot devices, and the special effects.