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* UsefulNotes/WorldWarII: The movie depicts, with reasonable accuracy, an US Army Air Force strike of the Second World War's Combined Bomber Offensive. It is one of very few films to successfully portray this campaign with real aircraft; other notable examples include ''12 O'clock High'', ''The War Lover'', and ''The Dam Busters''.

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* UsefulNotes/WorldWarII: The movie depicts, with reasonable accuracy, an US Army Air Force strike of the Second World War's Combined Bomber Offensive. It is one of very few films to successfully portray this campaign with real aircraft; other notable examples include ''12 O'clock High'', ''Film/TwelveOClockHigh'', ''The War Lover'', and ''The Dam Busters''.''Film/TheDamBusters''.
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*** There is actually a bit of TruthInTelevision here - the B-17 at the time had issues with its oxygen system that could easily lead to an explosion if the wrong parts of the plane were damaged. It is, however, still highly unlikely to detonate like that after such a landing even if the landing trigger a fire - it's much more likely for ''Windy City'' to have been a victim of this issue given how quickly it goes up.
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* 1st Lt. Phil Lowenthal: [[TheNavigator Navigator]] (D.B. Sweeney)--Morbidly convinced he's going to die.

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* 1st Lt. Phil Lowenthal: [[TheNavigator Navigator]] (D.B. Sweeney)--Morbidly (Creator/DBSweeney)--Morbidly convinced he's going to die.
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* Staff Sgt. (T/3) Danny Daly: Radio Operator (Eric Stoltz)--Cheerful, red-headed Irish-American with a sensitive side. To be sure.

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* Staff Sgt. (T/3) Danny Daly: Radio Operator (Eric Stoltz)--Cheerful, (Creator/EricStoltz)--Cheerful, red-headed Irish-American with a sensitive side. To be sure.
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* 1st Lt. Luke Sinclair: Co-Pilot (Tate Donovan)--Loud, brash and devil-may-care.

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* 1st Lt. Luke Sinclair: Co-Pilot (Tate Donovan)--Loud, (Creator/TateDonovan)--Loud, brash and devil-may-care.
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* Staff Sgt. Clay Busby: Tail Gunner (Harry Connick, Jr.)--Hick farmboy with a hell of a singing voice.

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* Staff Sgt. Clay Busby: Tail Gunner (Harry Connick, Jr.)--Hick (Music/HarryConnickJr)--Hick farmboy with a hell of a singing voice.
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** Col. Derringer is a classic example - a public affairs officer who's never seen combat and is woefully out of touch with those who have.

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** Lt. Col. Derringer is a classic example - a public affairs officer who's never seen combat and is woefully out of touch with those who have.
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* 1st Lt Luke Sinclair: Co-Pilot (Tate Donovan)--Loud, brash and devil-may-care.
* Lt Phil Lowenthal: [[TheNavigator Navigator]] (D.B. Sweeney)--Morbidly convinced he's going to die.
* Lt Val Kozlowski: Bombardier (Creator/BillyZane)--Smooth-talker who claims he's been to medical school
* Sgt Danny Daly: Radio Operator (Eric Stoltz)--Cheerful, red-headed Irish-American with a sensitive side. To be sure.
* Sgt Virgil Hoogesteyer: Top Turret/Flight Engineer (Creator/ReedDiamond)--"The Virgin", obsessed with hamburgers.
* Sgt "Rascal" Moore: Ball Turret (Creator/SeanAstin)--Obsessed with sex. Teases Virgil.
* Sgt Eugene [=McVey=]: Left Waist Gun (Courtney Gains)--The religious one, from Cleveland.
* Sgt Jack Bocci: Right Waist Gun (Neil Giuntoli)--Tough South Side type. Teases Eugene.
* Sgt Clay Busby: Tail Gunner (Harry Connick, Jr.)--Hick farmboy with a hell of a singing voice.

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* 1st Lt Lt. Luke Sinclair: Co-Pilot (Tate Donovan)--Loud, brash and devil-may-care.
* Lt 1st Lt. Phil Lowenthal: [[TheNavigator Navigator]] (D.B. Sweeney)--Morbidly convinced he's going to die.
* Lt 1st Lt. Val Kozlowski: Bombardier (Creator/BillyZane)--Smooth-talker who claims he's been to medical school
* Sgt Staff Sgt. (T/3) Danny Daly: Radio Operator (Eric Stoltz)--Cheerful, red-headed Irish-American with a sensitive side. To be sure.
* Sgt Staff Sgt. (T/3) Virgil Hoogesteyer: Top Turret/Flight Engineer (Creator/ReedDiamond)--"The Virgin", obsessed with hamburgers.
* Sgt Staff Sgt. Eugene [=McVey=]: Left Waist Gun (Courtney Gains)--The religious one, from Cleveland.
* Staff Sgt.
"Rascal" Moore: Ball Turret (Creator/SeanAstin)--Obsessed with sex. Teases Virgil.
* Sgt Eugene [=McVey=]: Left Waist Gun (Courtney Gains)--The religious one, from Cleveland.
* Sgt Jack Bocci: Right Waist Gun (Neil Giuntoli)--Tough South Side type. Teases Eugene.
* Sgt
Staff Sgt. Clay Busby: Tail Gunner (Harry Connick, Jr.)--Hick farmboy with a hell of a singing voice.
* Sgt. Jack Bocci: Right Waist Gun (Neil Giuntoli)--Tough South Side type. Teases Eugene.

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* DeskJockey: A couple variations.
** Col. Derringer is a classic example - a public affairs officer who's never seen combat and is woefully out of touch with those who have.
** Col. Harriman, the 91st's CO, remains behind during the mission, but is clearly concerned for his crews.
** Played with in the case of Luke. As co-pilot of the ''Belle'', he faces the same risks as the rest of the crew, but as he has no responsibilities besides assisting in flying the plane, he still ''feels'' like a desk jockey. His arrangement with Clay to come back and fire his guns is specifically so he'll have something to brag about when he gets back home.
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* TheChainsOfCommanding: Colonel Harriman is deeply affected by the deaths of the men under his command. When informed his squadron's next target is Bremen, he pleads for his unit to be sent elsewhere, noting their horrific losses on a previous mission to the city. Later, when Derringer scoffs at the notion that ''all'' of Harriman's crews are important to him, he pulls out a stack of letters from his desk - the Colonel has written to the families of every crewman lost and saved their replies.

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** The second was much more justified: the ''Windy City'', which exploded in midair after being hit by Luftwaffe fire. It was visibly shot up on the fuselage and on the fuel tanks, and fire was visible inside. Since it was carrying a full fuel, bomb and ammo load, an interior fuel fire would have been catastrophic, and that likely destroyed the plane.

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** The second was much more justified: the ''Windy City'', which exploded in midair after being hit by Luftwaffe fire. It was visibly shot up on the fuselage and on the fuel tanks, and fire was visible inside. Since it was carrying a full fuel, bomb and ammo load, an interior fuel fire would have been catastrophic, and that likely destroyed the plane. The fuel could have been ejected to deal with this, but the plane is slowly yawning sideways and a line notes the cockpit is shotup, implying the pilots are either injured or dead.

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* BookEnds: The film opens with the crew of the ''Memphis Belle'' watching a heavily damaged B-17 coming in to land with only one wheel down - the plane crash lands on the single wheel and explodes shortly afterwards. At the end of the film, the ''Belle'' herself is in the same predicament - but the crew gets the second wheel down just in time.



* MidairCollision: See NiceJobBreakingItHero.



* MidairCollision: See NiceJobBreakingItHero.
* MidairRepair: Multiple.
** When one of the ''Belle's'' fuel tanks is hit, the crew pumps out the remaining fuel into an undamaged tank, ensuring they have enough gas to return home.
** In a mirror of the opening scene, the crew must hurry to manually crank down the landing gear while the pilots struggle to keep the plane airborne on only one engine.
** Luke uses one of these as a pretext to briefly take control of the tail guns.



* NonIndicativeNickname: "Virgin" has his [[TheirFirstTime first time]] in the first twenty minutes of the film.

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* NonIndicativeNickname: NonIndicativeName: "Virgin" has his [[TheirFirstTime first time]] in the first twenty minutes of the film.


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* ShoutOut: Some of the intercom dialogue during the battle sequences seems heavily inspired by - if not lifted directly from - the documentary ''Film/TheMemphisBelle''.


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* SurvivalMantra: Phil repeats "We're not gonna die!" as he cranks down the landing gear.
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*** This however is excusable for filming purposes, as the sets needed to ensure there was enough room for the actors, and the camera equipment. Newer films depicting B17s get around this issue by simply using smaller camera equipment.
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* InnocentlyInsensitive: Derringer toasting the coming mission, which is seen as jinxing it.


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* NonIndicativeNickname: "Virgin" has his [[TheirFirstTime first time]] in the first twenty minutes of the film.
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* BigNO: Luke lets one out after the German fighter he shoots down crashes into the Mother and Country.
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This film is not to be confused with ''Film/TheMemphisBelle'' (aka ''The Memphis Belle: A Story of a Flying Fortress''), the 1944 documentary by Creator/WilliamWyler focusing on the RealLife crew of the real-life ''Memphis Belle''.

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This film is not to be confused with ''Film/TheMemphisBelle'' (aka ''The Memphis Belle: A Story of a Flying Fortress''), the 1944 documentary by Creator/WilliamWyler focusing on the RealLife crew of the real-life ''Memphis Belle''.
Belle''. Compare with ''Film/Fortress2012'', another film about a B-17 crew in 1943.
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* OldSchoolDogfight: The first encounter with German planes in the film has the fighter escorts engaging German Bf 109s amongst the B-17s.
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* Capt. Dennis Dearborn: Pilot (Matthew Modine)--Quiet, mild and obsessed with doing things by the book.

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* Capt. Dennis Dearborn: Pilot (Matthew Modine)--Quiet, (Creator/MatthewModine)--Quiet, mild and obsessed with doing things by the book.
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** Seeing the blood and entrails of a Windy City crewman wrapped around the Memphis Belle's nose cap probably didn't help, either.


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* TotalPartyKill: Nobody survives Windy City's fate: they did not have time to bail out before it exploded.
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** Many WWII airmen pointed out that the depicted interior of the Memphis Belle was ''entirely'' too roomy for a B17 bomber.
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* DespairEventHorizon: The night before, Phil has a terrible premonition that this mission will be the one that will kill them all. He is seized by panic several times in the mission -- he only recovers from this fatalistic terror at the end of the mission.

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* DespairEventHorizon: The night before, Phil has a terrible premonition that this mission will be the one that will kill them all. He is seized by panic several times in the mission -- he and only recovers from this fatalistic terror at the end of the mission.
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* DespairEvenHorizon: The night before, Phil has a terrible premonition that this mission will be the one that will kill them all. He gets sloppy drunk and full of dread. He is seized by panic several times in the mission -- he only recovers from this fatalistic terror at the end of the mission.

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* DespairEvenHorizon: DespairEventHorizon: The night before, Phil has a terrible premonition that this mission will be the one that will kill them all. He gets sloppy drunk and full of dread.all. He is seized by panic several times in the mission -- he only recovers from this fatalistic terror at the end of the mission.
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* DespairEvenHorizon: The night before, Phil has a terrible premonition that this mission will be the one that will kill them all. He gets sloppy drunk and full of dread. He is seized by panic several times in the mission -- he only recovers from this fatalistic terror at the end of the mission.
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** Even for a bomber crewman, Gene is extremely superstitious. So when Jack throws away his good luck medal, he's [[HeroicBSOD convinced]] he will now never survive the mission.
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* OhCrap: The wounded 'Belle comes back with one jammed gear... a situation exactly like what occurred [[TotalPartyKill the previous day]].
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* AsYouKnow: Dennis reviews several B-17 crew duties and tactics for his men. These guys were on their ''twenty-fifth'' bomber mission, and would have known these all by heart. It's obviously done for the benefit of the audience.
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** Note that this may have not been Luke's fault: Luftwaffe pilots were instructed to attempt to ram their targets if they were going down. Anyone firing the gun competently could have caused the same result. [[WarIsHell It's just one of those bad things that happen in war.]]
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* NiceJobBreakingItHero: Luke wants to have a go at firing the guns, and succeeds in shooting down a German fighter--which inadvertently crashes into the rookie crew's bomber. [[https://www.youtube.com/watch?v=djIvmaYI9LQ Like this.]]

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* NiceJobBreakingItHero: Luke wants to have a go at firing the guns, and succeeds in shooting down a German fighter--which inadvertently crashes into the rookie crew's bomber. [[https://www.youtube.com/watch?v=djIvmaYI9LQ Like this.]]]] Which leads to a brief MyGodWhatHaveIDone.

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** Rascal, sealed inside the cramped ball turret, is physically isolated from the rest of the crew.
** Several of the eight non-pilot crewmembers have duties beyond simply manning a gun position. Most notable given the ''Memphis Belle's'' mission is bombardier Val, responsible for putting the plane's ordnance on target.



** In a literal sense, the crew is flying their last mission before being sent returned back to the US.

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** In a literal sense, the crew is flying their last mission before being sent returned back to the US.

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