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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)"
12 August 2008

Son of a Legend

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One of the questions we get asked a lot, is “What happened to Billy Barnes and why isn’t he in your film?” Billy, for those of you who don’t know, was Pancho’s only child. He was a well-known figure in the Antelope Valley in the 1970s, working as both a pilot and flight instructor out of Fox Field in Lancaster. He was a supporter of the budding Antelope Valley Air Museum and the owner of a P-51 Mustang, which he flew at the occasional air show.

Photo (left): Billy (far left) and Pancho (far right) during happy days at the Happy Bottom Riding Club.

Pancho and Billy had an unusual relationship, which many people have described to us as stormy. It’s not that surprising given the circumstances of his birth and upbringing. Bill was the product of Pancho’s first marriage, to the Rev. Rankin Barnes, and was born just about nine months after the wedding ceremony. Pancho was barely twenty, and totally unprepared to be a mother, much less the wife of a minister. By her own admission, she left a great deal of Billy’s early upbringing to his nurse. When he was six, she was gone for a considerable number of months — traveling across Mexico disguised as a man.

For years, Pancho seems to have raised Billy in a somewhat sporadic fashion. She was, after all, an heiress and an aviator, and had little time for being a house mother. But, when she lost her fortune in the Great Depression and retreated to the desert near Muroc, she insisted that Billy come with her. “Pancho used to say about the Reverend Rankin Barnes, that as far as she was concerned Billy was a virgin birth,” says her friend Barbara Little with a laugh. “There was no real closeness with her and Reverend Barnes. But Billy she adored. Billy she loved.”

Living in the hot, dry and empty desert must have been utterly disconcerting for Bill, who had grown up among the mansions of San Marino. “Pancho’s house in San Marino was 25 rooms,” Barbara Little notes. “Up here she had 4 little sqidgy rooms to start with, until she started knocking out the walls. This was an unforgiving desert at the time. But she was happy up here.”

Photo: Billy, Pancho's boyfriend Granny, and Pancho, circa 1936.

Eventually, Billy seems to have gotten used to the idea of living on a ranch. It’s not hard to see how the adventure of their circumstances would intrigue a 14-year-old. He got to ride horses and milk cows, hunt rabbits, and made a whole new set of friends. One of them was Tony King, a young boy himself who Pancho had more or less adopted as her own. “My dad died. My mother was dead,” Tony explains. “And I was just a little kid, like a saddle tramp on horseback. Billy was a young kid, going to school too. So Billy and I was together most of the time on the ranch. I helped raise the little fart.”

“She wasn’t much of a mother to him,” Tony continues, recalling that his first impression of Billy, was that he was a bit of a spoiled brat. “One time we went to Santa Marino, where she had a house, to stay overnight, “ he recalls. “She had two fireplaces in the house: one upstairs and one downstairs. And Billy Barnes and I would be on the upstairs one, with pistols, and shoot into the fireplace.”

Eventually, even without any discipline, Billy did mature. He helped run the ranch and worked in Pancho’s other ventures, such as her hog farm and dairy. When Pancho built an airport, Bill was among the first students to receive lessons and earn a license. Eventually he set up his own school, and got married, and made a name for himself in aviation.

Still, many people sensed Bill Barnes maintained a certain sense of resentment towards his mother. It wasn’t just her parenting skills, or lack thereof. There were, for example, the other men in her life. After she divorced Rankin Barnes, Pancho married three other times -- twice to guys who were about Billy’s age. That would have put a strain on any relationship. But more than that, Pancho was always the type of person who took over a room when she entered it, who lived boldly, brashly, and loudly. It wasn’t hard to see how Billy may have felt overshadowed, and insecure as a result.

Photo (above): Billy Barnes' field based operation at Fox Field, as it appears today.

“You’d see them together and what you would sense,” explains Barbara Little, who met Billy in the 1960s when he was forty, “Was that Bill was off living his own life. He was here in Lancaster at Fox Field, at Barnes Aviation.” By that time, their relationship seemed very strained. “Those two could not get within six feet of each other without having a big argument,” remembers Barbara Rowland, who was friends with both. “It was always over nothing. I mean, you’ve heard wives and husbands argue, where they’re not arguing over anything? They’re just trying to out-argue the other one. That’s what it was like.”

Still, when Bill learned that Barbara Little was writing a biography about Pancho, he felt it was important that she understand the true nature of their relationship. “Because even though maybe they had their fights - and what parent doesn’t, “ says Little, “as he grew up he could recognize what a powerful spirited person his mother was. He wrote a wonderful letter to me,” Little continues, “It was all about his mother and what a good person she was, and how he loved her and that she had sheltered him, protected him, brought him along, tried to teach him how to deal with life.”

“The main thing he said,” Barbara Little notes, “Was that, all you had to do was watch Mom, and that’s how you deal with life. She stood as an example, you know. And if she’d get raucous and rowdy, she’d say, ‘you know, some of us also serve best who serve as a bad example.’”

Perhaps the greatest moment in Pancho and Billy’s life together came that day in May of 1968, when Billy and his wife Shouling attended the Tallmantz historic airplane auction, and helped Pancho buy her Mystery Ship back. He told Pancho that out of respect for her, he’d restore it to flying condition. At the same time, he told friends that he was going to go slow, so that she’d never get a chance to fly it. Billy knew all too well that if his mother ever got in the cockpit, it would be her final flight.

Sadly, it would be Bill who would be killed in an airplane accident. According to the FAA, the exact cause was unclear. In her biography, Pancho, Barbara Schultz suggests that the glycol coolant lines in Billy’s P-51 parted while he and a passenger were en route to an air show. Whatever the cause, the plane went out of control and crashed near Fox Field. The only good thing about it, was that he died in 1980, five years after Pancho passed away. So, she wasn’t around to attend the funeral. It would have certainly broken her heart to know that the person she loved the best, died doing the thing she loved to do the most.

After the accident the Travelair Mystery Ship was sold, but Shouling maintained Bill’s field based operation. It remains in business to this day. If you poke your head inside the office, you’ll find a beautiful bust of Pancho (Photo above). According to Shouling’s son Andy, the person who lobbied the hardest for its creation, was Billy Barnes.

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The Legend of Pancho Barnes and the Happy Bottom Riding Club ©2008-2010 Nick Spark Productions, LLC.