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The Emmy™Award-Winning Documentary Film

"Broadcast" version now airing on most public television stations.

"Uncensored" version now on DVD and in film festivals.

Synopsis: A charismatic figure featured in Tom Wolfe's book The Right Stuff, Florence "Pancho" Barnes was one of the most important women in 20th Century aviation. A tough and fearless aviatrix, Pancho was a rival of Amelia Earhart's who made a name for herself as Hollywood's first female stunt pilot. Just before WWII she opened a ranch near Edwards Air Force Base that became a famous -- some would say notorious -- hangout for test pilots and movie stars. Known as the "Happy Bottom Riding Club", it became the epicenter of the aviation world during the early jet age. Chuck Yeager celebrated breaking the sound barrier there in 1947, and Howard Hughes and Jimmy Doolittle caroused in the bar. The Club's destruction by fire in 1953 is seen by many to mark the end of a Golden Era in post-WWII aviation. In the same fashion Pancho herself has become something of a legend, a fascinating yet enigmatic icon whose swagger is often celebrated, but whose story has been largely unknown. Until now.

A documentary film produced and written by Nick Spark and directed by Amanda Pope. Featuring interviews with test pilots Bob Cardenas, Bob Hoover and Chuck Yeager, astronaut Buzz Aldrin, and biographers Barbara Schultz and Lauren Kessler. Narrated by Tom Skerritt with Kathy Bates as the voice of Pancho Barnes.

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Women in Aviation
"Read Nick Spark's article about Pancho
from Women in Aviation magazine (.pdf)"
24 February 2009

The Story of Pancho Barnes

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The Story of Pancho Barnes ... and Her Happy Bottom Riding Club

Originally printed in "Airpower" Magazine and reprinted with permission.


Photo: Looking every part the legendary aviatrix she was, Florence "Pancho" Barnes poses proudly with her famous Travel Air Mystery Ship.



TBell X-1 in flight, photo by R.A. here was a time in the wake of WWII when aircraft technology advanced at a phenomenal pace. Jets and rocket-powered planes took to the skies and flew higher and faster than anyone had dreamed possible. In a few short years, the sound barrier was broken, then Mach 2.0. Planes flew towards the edge of space, and records were re-written almost as quickly as they were published. The Air Force Flight Test Center, out in the middle of a God-forsaken desert nothingness known as Muroc, suddenly became the epicenter of an aviation revolution.

Pancho Barnes and Chuck YeagerEvery revolution has its leading figures, and here they were men who have now become larger-than-life figures - Chuck Yeager, Scott Crossfield and Glen Edwards to name a few. Bold men with grit, determination, and an indefinable attribute which Tom Wolfe immortalized as "The Right Stuff". Among the men who would become future legends, there was also a woman: Florence "Pancho" Barnes. She might not have been a test pilot for the Air Force, but she was a famed aviatrix and an icon in her own right. And while Pancho never saved a pilot by talking him down for a dead-stick landing, she was a ground-based wingman to nearly everyone at Muroc. "If it hadn't of been for Pancho's," goes the oft-told refrain, "We'd have all gone crazy out there."

"Pancho's" was the "Rancho Oro Verde," a small resort constructed by Barnes on the edge of the Muroc lakebed in 1935. More popularly known as "The Happy Bottom Riding Club", the Rancho was a welcome oasis for pilots, a place to unwind, socialize, and generally forget about the rigors of day-to-day life in a dustbowl. And it proved to be an invaluable safety valve for those who, on a daily basis, were pushing experimental machines to their breaking point and beyond.

Chuck Yeager in Time MagazineIn 1953, a whisp of smoke appeared on the horizon near the lakebed. Pancho herself, out on an errand, initially thought one of her customers had ploughed in. But it was the Happy Bottom Riding Club, and not an airplane crash producing the smoke. The cause of the blaze was never determined, and the Rancho would never be rebuilt. Gone up in smoke that day, some have said, was not just a place but an entire innocent epoch: the Golden Era of flight test. And while the blackened ruins of the Rancho would remain they would, like the memories of that time, slowly recede into the desert and nothingness.

Then, just last year, an astonishing rumor began to spread, that some of the most storied contents of the Happy Bottom Riding Club had survived the fire. That a vast archive of Pancho Barnes' personal papers had been preserved, and that they were being cataloged in preparation for conservation at a California university. It sounded like a wild, ludicrous and frankly unbelievable story - like the kind Pancho herself might tell. But guess what? It's all true.

Presented here for the first time for the readers of Airpower are items from the Pancho Barnes estate. Special thanks is owed to Dr. Louis D'Elia, who is preserving these remarkable artifacts, for generously sharing them with us and, soon, with the world-at-large. It is obvious, given the quality of these materials, that the Pancho Barnes archive is an unparalleled resource that provides rare insight into the life of this amazing woman and the halcyon days of Muroc.

Photo: Thaddeus Lowe, the Grandfather of the U.S. Air Force and Pancho, soars above a Union Army camp.


Part I: Making of A Legend

Born into privilege in 1901 Pasadena, Florence L. Lowe's father was a millionaire sportsman, her mother a blueblood Philadelphian. The person who most influenced young Florence, however, was her grandfather Professor Thaddeus Lowe. A free-wheeling self promoter and audacious inventor, Lowe was also a loquacious visionary who managed to persuade Lincoln to launch a fleet of surveillance balloons during the Civil War. His strong personality and his interest in aviation made a deep impression on young Florence.

Photo (below): The Rev. Rankin Barnes, Pancho's husband, poses with an unidentified woman (possibly his sister). Reverend Rankin Barnes

After a childhood full of mischief and rebellion, Florence was wedded to the highly respectable Reverend C. Rankin Barnes. While it was hoped that Barnes would tame Florence's wild streak, she had little interest in playing the part of a minister's wife. She left Rankin, and although in later years they would be on speaking terms, she did her best during the early part of their separation to humiliate him. When she obtained her pilot's license in 1928, Mrs. Barnes made it a point to buzz his church during Sunday services.

Escaping her unhappy marriage in 1927, Florence Barnes embarked on a banana boat for what turned out to be a world-class adventure. Unbeknownst to Florence, the boat was filled with guns intended for a group of Mexican revolutionaries. It was an extremely dangerous predicament but fortunately, she ended up being rescued by the ship's helmsman, an American named Roger Chute. Chute was not just an ordinary seaman, but a Stanford-educated fisheries researcher who had signed on for "the thrill of it". Chute and Florence were soul mates and, eventually, lovers. They ended up traveling together through Mexico for seven months. Florence Lowe Barnes as

The trip changed Barnes' life. She disguised herself as a man, and lived like one much of the time. When she finally emerged from south of the border, Florence had a new name to go along with her liberated attitude: "Pancho". Chute had jokingly called his pants-wearing, cigarette smoking, hard riding female companion that for much of the trip, and it stuck. From now on, Florence Lowe would be Pancho Barnes (photo at right).

To celebrate her new identity, Pancho commissioned a painting which would later hang in her famous bar. It is clear from the portrait that even in this conservative era, Pancho saw herself not just as a worldly spirit, but a fully liberated woman, and a real original. Later she would say, "The most important thing is to be yourself. So don't even try to be like anyone else, because we've seen it already!" That philosophy might just sum up her whole life.Portrait of Florence Lowe Barnes











Part II: An Aviatrix is Born

Ben Caitlin, flight instructor, with Dean Banks and Pancho BarnesIn 1928 Pancho Barnes asked a WWI veteran pilot by the name of Ben Caitlin to teach her to fly. At first he dismissed her request. There were, after all, very few women who flew in those days. When she remained adamant, he tried to scare her, performing a heart-stopping demonstration flight. When she seemed singularly unaffected by the ride - she was ready to go back up again! - Caitlin gave in (Caitlin is the standing figure). Pancho proved to be a natural, fearless - sometimes to the point of recklessness - pilot. "Amelia Earhart got all the publicity," Pancho would later say, "and Bobbi Trout made all the money. But I was the best pilot."

Pancho's membership in the National Aeronautic Association was signed by Orville Wright and her pilot's license was number 3522. Notably, Barnes' photo on the license was shot by George Hurrell, a friend who eventually became the chief portrait photographer at MGM. Pancho Barnes pilots license signed by Orville WrightHurrell later said he owed his career entirely to Pancho - that all her friends, especially Hollywood stars, noticed how attractive the normally dour Barnes looked in his photos!

Shortly after she made her first solo flight, Pancho bought a Travel Air Speedwing previously owned by Howard Hawks (above). Thanks to her inheritance, (and no thanks to Reverend Barnes) she had money to burn, and threw elaborate parties. In addition to Hurrell, her circle of friends included actors Erich von Stroheim and Ramon Navarro (below), one of the leading actors of his day.






A Fearless Flier

Lockheed VegaHaving acquired a reputation as a fearless flier, Barnes began working as a test pilot, conducting maximum load tests on Lockheed's new Vega in 1929.

Later that same year she participated in the first all-female cross-country air race, known as the "Powder Puff Derby". Twenty-three of the thirty-four registered female pilots flew in the Derby, including the already-famous Amelia Earhart and Pancho's good friend Bobbi Trout. While landing in Pecos, Texas, Pancho collided with an automobile that darted across the runway, costing her the race and nearly destroying her airplane.

Amelia Earhart didn't win the Derby - that honor was reserved for Louise Thaden - but she did hold the woman's air speed record of 185 mph. Pancho was determined to beat that record, and to do it she bought (for a whopping $13,000) a Travel Air Model R "Mystery Ship." It was only the second Model R to come off the assembly line, and owning it was a genuine coup. Barnes, however, was not one to take no for an answer, and prevailed in her attempts to buy one. The low-wing, snub-nosed monoplane was just about the fastest thing on earth at that time, and on August 1, 1930, Barnes pushed it past 196 miles per hour. She became the fastest woman on earth and firmly cemented her place in aviation history.

Pancho Barnes and Amelis Earhart at Clover Field 1929Many of Pancho's friends fueled their aviation habits by performing stunts for the movies. Barnes herself flew in many films, including Howard Hawks' Dawn Patrol, Howard Hughes' Hells Angels, and other Hughes production she often joked about  The Cock of the Air (!). As the Great Depression dawned, and Barnes' once-ample financial assets declined, she became more interested in making stunt piloting a career. Eventually she organized the Association of Motion Picture Pilots, a first-of-its-kind union to guarantee wage standards. Pancho was the group's only female member.

Pancho Barnes and her Travelair Model R Mystery ShipPancho also co-founded, with Bobbi Trout, a group known as the Woman's Air Reserves. Their ostensible mission was to serve as an all-female civil air patrol, although they never ended up responding to a real emergency. In reality, the group's goal was to help change the public's mind about the suitability of women as pilots. While it might not have succeeded in its day, the WAR paved the way for WWII's Women's Air Service Pilots (WASPs), who ferried combat aircraft from factories to the front lines.

Beset by Depression-era financial woes, Pancho sold her Mystery Ship in 1935, and traded a Sunset Boulevard apartment complex for an eighty acre horse ranch in the desert north of Los Angeles. It was the kind of move only a visionary could make. The area near Lancaster was woefully underdeveloped, and aside from a small group of Army men who used the nearby Muroc dry lake bed as a bombing range, Pancho had few neighbors. But to Pancho, that was the appeal. No one could object if she built an airport, and opened a flying school.

Photo (above): Pancho poses with Amelia Earhart at Clover Field, Santa Monica in 1929.  At right, Pancho poses with her Travel Air Mystery Ship, in which she beat Earhart's air speed record.



Rancho Oro Verde

Brochure for Pancho's Fly Inn Rancho Oro VerdeSurprisingly, Pancho's "Rancho Oro Verde" prospered, in part because she managed to land contracts supplying food and milk to the Army outpost. When flying along the West Coast was restricted due to the onset of WWII, Pancho nevertheless managed to expand her business. The Army was enlarging their Muroc base and sent the P-59A, America's first jet fighter, there for testing in 1942. Pancho kept them in milk, beans and hog meat, and on occasion hosted a barbecue for some of the officers. Pancho instantly gained legendary status among them. Not only did she know the nuts and bolts of aviation, but she could drink like a fish and curse like a sailor. Maybe even better than a sailor.

By 1946, Hitler and Tojo were dead, and Pancho was on her third husband. Pancho's Rancho emerged from the war reconfigured, now turned into "Pancho's Fly-Inn." Equipped with two runways, and by now expanded to over 350 acres, the little ranch now featured riding stables, motel rooms, a mission-style tower and a rock fountain. The piece d'resistance was a swimming pool, a true luxury in the parched Mojave. Eventually Pancho replaced it with something more decadent: a one-of-a-kind wonder that featured a wide curving ramp. On the hottest days of the summer, the rumors went, Pancho could end her horseback rides by riding right into the pool!

Front Gate of Rancho Oro Verde / Happy Bottom Riding ClubIn 1947, a longtime friend of Pancho's Dr. Fred Reynolds, visited the Fly-Inn. After taking a ride on a horse, he made the comment that being back in the saddle "gave me a happy bottom." Soon this turn of phrase was formally adopted by Barnes. Pancho's Fly-Inn became "The Happy Bottom Riding Club."

Although initially Pancho was reticent to host military personnel, they eventually became her core customers. In an odd way, Pancho provided a vital service, and one probably only she could have provided - giving test pilots their own private club in which to relax and shoot the breeze. Chuck Yeager became a special favorite. When Yeager replaced Slick Goodlin as test pilot for the Bell X-1, Pancho egged him on, telling him that a free steak dinner awaited the first man to reach Mach 1.0. A few days later Yeager came back and told Pancho that he'd done it. It was top secret information of course, but that night you'd never know it, as the party at the HBRC lasted into the wee hours .

(The crown jewel of the Pancho Barnes' Archives is an unofficial HBRC guest register, which contains signatures, comments and doodles from hundreds of different personalities, including a notation from Yeager that mentions the sound barrier and another that mentions his free steak dinner!)







Happy Bottom Riding Club

Pancho Barnes and her HostessesWord got around that anyone who broke an aviation record could get a free steak dinner at Pancho's. Sick of constantly having to give away t-bones as altitude and speed marks fell by the wayside, Pancho came up with a new gimmick. Anyone claiming to have broken a record would have to walk across an uncut sheet of rubber falsies. This bawdy "Boobie Prize" became a legend in its own right.

Ever the entrepreneur, Pancho gained a great deal of local acclaim by building grandstands on her cattle ranch, and hosting an officially-sanctioned rodeo in 1949. It was about the biggest thing to happen for the civilians in the area sinceforever. Pancho also had a dance hall constructed, and brought bands from Los Angeles to perform on weekends. Musically talented in her own right, Pancho wrote several published songs, including a song for the Air Force, and the million selling hit "By Your Side."

What really made the Happy Bottom Riding Club notorious, of course, were the hostesses. Young, beautiful and seemingly eager to please, the waitresses were personally selected by Pancho like "Fred Harvey Girls." While they were told to conform to a set of house rules, including admonishments not to "be vulgar" at any time, and not to drink too much, rumors swirled among the locals concerning some of their recreational activities. Some said the hostesses swam or sunbathed naked, and others suggested the Club was an out-and-out whorehouse. Pancho herself may have embraced and even helped spread some of the more sordid rumors, as she knew publicity when she saw it (her "Lady Godiva" rodeo poster is proof of that!). Above the HBRC bar was a sign which read: "Lots of people bustle, and some hustle. But that's their business, and a very old one." Simply put, the rumors were just rumors. Pancho would not have encouraged such things, lest her club be labeled off limits to military personnel. "NEVER," her hostess rules stated in bold letters, "are you allowed to accept remuneration for the more intimate aspects of romance." (The inimitable Chuck Yeager, when pressed on this topic, put it this way: "Pancho's wasn't a cathouse. But it wasn't a church, either.")

Logo of the Happy Bottom Riding ClubIn order to circumvent local liquor regulations, and to regulate who came and went, Pancho made the HBRC a private club. Eventually, it had over 9,000 members, each of whom was issued a card. Signs posted at the entrance to the ranch discouraged the unauthorized from entering, and if an enlisted man dared show up uninvited, he was summarily ejected.

Later, when relations with the Air Force reached a low-point, Pancho added the letters "A.F.", an arrow, a lipstick mark and a saddle sore to her membership cards. The meaning to all this subtlety? The Air Force could kiss her...








War of the Mojave

Pancho Barnes poses with F-86 Sabre Jet photoIn early 1952, Pancho married her fourth husband, ranch hand Mac McKendry. Their wedding was a singular event, attended by over a thousand people and featuring Chuck Yeager as best man. Muroc C.O. General Al Boyd gave Pancho away in a fifty-eight second ceremony - one of the shortest on record. Pancho after all was in a hurry to party, and the fiesta that followed was a high point for her. Perhaps it represented her zenith. Surrounded by friends and the ranch that she had built from scratch, she seemed absolutely in her element, especially after she swapped her wedding dress for more standard haberdashery, a pair of jodhpurs, a blouse and white cowboy boots.

But shortly after Pancho's wedding, her world began to unravel. Muroc - now Edwards Air Force Base - was becoming increasingly concerned about the integrity of their airspace. Plans were afoot to expand the base, and Pancho's spread seemed a likely candidate for condemnation. In the midst of this, General Boyd was replaced by an outsider, General J. Stanley Holtoner. Holtoner had no idea what to make of Pancho or the rumors surrounding the HBRC, but he apparently didn't like what he heard. A minor fracas at the bar resulted in it being put officially off limits. In a demonstration of power, Holtoner asked the FBI to launch a formal investigation into how happy the HBRC really was. The hostesses were interrogated one by one by suit-wearing agents, and although the results were inconclusive the heat was definitely on. Business, on the other hand, was way off.

Ruins of Happy Bottom Riding Club after fireFinally, the gloves came off as the Air Force announced plans to acquire the HBRC property as part of the Edwards expansion. Pancho quickly sued them and Holtoner himself, claiming conspiracy. The "War of the Mojave" was on, with Pancho acting as her own attorney, and the L.A. papers following every nasty turn of the proceedings. It would become an incredibly consuming, and eventually devastating legal battle, although Pancho would prevail. She would be awarded over $400,000, nearly twice what the Air Force had originally offered for her property. But it would literally be a Pyrrhic victory.

In November 1953, a tremendous explosion lifted the roof off the HBRC's dance hall. The cause of the blast was never determined, but Pancho believed strongly that it was arson. The resulting fire was absolutely devastating, although fortunately no one was injured. The dried-out wooden buildings that comprised the ranch went up like kindling, and despite desperate efforts the fire could not be stopped. Many of the people who were there that day risked life and limb to retrieve what they could from the interior of the bar before it succumbed. Pancho's beloved scrapbook of her achievements in aviation was badly singed but, thanks to the fast work of a nameless friend, it was saved from the flames.

Between the legal decision and the fire, Pancho just about lost everything. And while she made a financial recovery from the Air Force, her debts had mounted in the aftermath of the fire. Plus, her mental energy and physical strength was sapped. She and Mac moved to Cantil, and remained together for nearly a decade before Pancho decided they needed to separate. They were finally divorced in 1968.



Desert Rat

Pancho Barnes and Chuck YeagerThe woman who had once been the center of attention, and who had done so many good deeds for so many people, eventually ended up alone and forgotten in the town of Boron. Suffering with an undiagnosed thyroid problem, she struggled to eke out a living, an eccentric desert rat. But although she was lost, she was still very much alive - and sharp as ever - when she was found by an aviation engineer named Ted Tate. Tate reintroduced Pancho to her old friend Chuck Yeager and the brass at Edwards, some of whom knew her from the old days, but most of whom knew her by reputation. And by legend.

Sadly, when Pancho died, she died alone. It was 1975. By then she had already taken the first steps towards reclaiming her rightful place in the fold at Edwards, speaking to clubs on the base, and entertaining the test pilots with her stories. In 1964, she'd been formally welcomed back by the Flight Test Center, which declared her "The First Citizen of Edwards." To this day, an annual "Pancho Barnes Day" commemorates her legacy, and "Edwards' Golden Era". Thousands have come, over the years, to visit the remains of her ranch and to remember what once was.

But ironically, there can be no more fitting remembrance of Pancho Barnes' lasting contributions to aviation, and to aviation history, than her own archive. It turns out Pancho was not just an entrepreneur, aviatrix, daredevil, raconteur, and hell-raiser. She was a true pack-rat. Preserved in ninety-three boxes is an incredible treasure trove of material, saved from that devastating fire and, thanks to some swift action, the auction block.

Ruins of Happy Bottom Riding ClubSifting through the boxes, whole worlds begin to emerge and come into focus. It's as if the Happy Bottom Riding Club never burned, as if the lights were just turned off, and the contents of the bar swept into storage. Pancho may not be here in the flesh to tell all her stories any longer, but thanks to her careful stewardship - and that of the people who have been entrusted with this precious archive - it's clear she'll still be telling wild stories of her amazing exploits in years to come.

Photo: Ruins of Pancho Barnes' "Happy Bottom Riding Club" on the grounds of Edwards Air Force Base, photographed September 2004 by the author.


All photos, with the exception of USAF official photos and the photo of Pancho and Chuck Yeager, are courtesy Pancho Barnes Trust Estate Archive / Pancho Barnes Enterprises and used with permission. Photo of Pancho and Chuck Yeager taken by Murray Garrett and used with permission of Murray Garrett courtesy of the Academy of Motion Picture Arts and Sciences.


Selected items from the Pancho Barnes Trust Estate Archive to illustrate this article were used with the permission of Pancho Barnes Enterprises, Inc., the copyright holder.  Please see the legal section of the website for more information. Lauren Kessler's book, The Happy Bottom Riding Club (Random House, 2000) served as an important source for this article. The author would also like to acknowledge the assistance of Dr. Louis D'Elia for graciously allowing access to the Pancho Barnes Trust Estate Archive and for use of copy written materials therein.


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