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Claude Hudspeth




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BILL STANTON


I flew for Pan Am out of JFK for a short time after I got out of the
Navy. The Captain's name in the story to follow seems vaguely
familiar to me...but he would have been a 1st Officer back when
I was there.

Memories of a Last Flight


Story relayed by Bill Stanton
On 4 December 1991, Pan American World Airways ceased all operations.
The night before, Captain John Marshall flew the last flight from New
York Kennedy Airport to Sao Paulo, Brazil, flight 211, a Boeing 747,
departing at 8:30 p.m. Arriving in Sao Paulo the next day, he was
awakened from his post-flight sleep by a phone call advising him that
the airline had ceased to exist and that all aircraft needed to be out
of South America that afternoon. In “Death of a Grand Lady”, he writes
about his experiences. The story first appeared in the February 2001
issue of Airways Magazine.

Below is his story in its entirety:

“It was a miserable early December night. The ride to the airport seemed to 
take forever; riding in the last row of the airport bus I sat and brooded as 
the rain pounded against the windows and the wind howled. I was in uniform, 
overnight bag on the seat beside me, attracting glances from the few other 
passengers as we boarded, but then I always did when in uniform. Was it my 
imagination or was this night different? 
 
“I was scheduled to take the airline’s last flight of the night from Kennedy 
to Sao Paulo, Brazil, an eleven hour undertaking that would arrive in time 
for the unbelievable Sao Paulo rush hour. We would snatch what sleep we could 
during the day, and then operate the return flight that evening, landing back 
in New York just as the sun was coming up. Two all-nighters back to back, but 
only away a day and a half. Tough, but productive. 
 
“I disembarked from the bus at our “new” terminal, dingy and uninviting. Our 
venerable and traditional Worldport, once the most modern and innovative 
structure of its kind in the country, had been usurped by our successor on 
the North Atlantic, Delta Airlines. We had been displaced into the aging 
facility next door that had been hastily vacated by Delta. Rumor and 
conjecture had been running rampant throughout the airline for weeks. Delta 
had appeared during the summer, a White Knight making all the right noises, 
trading for our fabled Atlantic routes along with airplanes and crews, in 
return for a promise to support the New Pan Am, an emaciated airline 
returning to its Latin American roots. Now as Pan Am was poised to exit 
from the ignominious bankruptcy that had plagued and embarrassed us, we 
would survive and fly on, albeit in a bit of a different form. 
 
“I stopped at the desk in the tiny make-shift Operations Office and met the 
rest of the crew. Due to the length of the flight there would be five of us, 
three pilots and two engineers. The two first officers and I went over the 
paperwork while the plumbers went to the aircraft. Then I climbed the stairs 
to the flight attendant’s briefing room, and walked into a buzz saw. I heard 
the latest, and nastiest, rumor for the first time. I walked in and twelve 
voices all clamored at once, ’Is it true, captain? Is Delta really pulling 
out of the deal? What would happen then?’ It was a cacophony of shrill 
anxiety, with questions that I could not answer. 
 
“This was new to me, but if even a bit of it were true it wasn’t good. Voices 
swirled around me as I tried to make sense of what I was hearing. A tiny sick 
feeling niggled in the pit of my stomach as I quickly finished the briefing 
and hurried out to the aircraft .
 
“A late-night ennui seemed to have settled over the terminal, and the 
unending drizzle outside did nothing to dispel the gloomy atmosphere. I 
strolled quickly through the boarding area, alone with my thoughts. The 
milling throng of waiting, restless passengers may as well not have existed. 
 
“Once aboard, I settled into the long-familiar Pre-departure routine, losing 
myself in the comfortable ritual. For awhile it seemed like just another 
flight. Passenger boarding and cargo loading was seamless, and without a 
glitch. It was almost as though we were being hurried away. We pushed back 
exactly on schedule, more the result of the late hour than anything else, 
and for once the lousy weather did not hold us up. Only fifteen minutes from 
push-back to takeoff. They should all be this efficient! 
 
“At top of climb we settled into the task of tuning the big Boeing to the 
knife-edge efficiency of cruise flight, a delicate exercise designed to 
extract the maximum benefit from each pound of fuel. Hurrying south into the 
night, the familiar checkpoints passed quickly, and soon we picked up the 
call sign of Clipper 441, the nightly service from Miami to Rio. Captained 
by an old friend, we chatted into the shank of the morning about the chain 
of ominous developments that threatened to overwhelm the airline. 
 
“We crossed the Amazon at Santa rem, with the eastern sky beginning to gray 
on the horizon. Down across the endless green rain forest, we touched down 
at the sprawling Sao Paulo Airport almost exactly on schedule. It was a 
beautiful early summer morning, and I was very much looking forward to  
breakfast  and a long nap. Little did I know that for Pan American World 
Airways, this was a day that would live in infamy. 
 
“The telephone rang, rudely, just past noon. I came swimming up out of a 
deep sleep, confused and disoriented, groping for the insistent instrument. 
The Pan Am Manager for South America was on the line, and his first words 
erased all traces of sleep from my brain. In essence, it was over. 
The airline had ceased to exist, just like that. Decades of colorful 
history, of pioneering routes and opening oceans and continents to air 
commerce, all of it gone, in a stroke. ’All of the airplanes must be out of 
South America by this afternoon, Captain,’ he said. ’Your aircraft is 
turning around in Montevideo immediately, and will be back in Sao Paulo 
by three. You must contact your crew and any others who may be at the 
hotel. I suggest you contact the local station manager to make the 
arrangements. The airplane must be away by dark.’ He rang off, and left me 
pacing the room with my jumbled thoughts. 
 
“The next couple of hours passed in a blur. By some miracle I managed to 
contact everyone in the crew and pass on the sad news. I talked to the Sao 
Paulo station manager, the cheery Brazilian who had met me at my airplane 
just a few hours earlier. ’We must have some sort of catering,’ I said to 
him. ‘I’m sure no one has eaten anything since early this morning, and it’s 
going to be a long night.’ I tried to think of all the little details, to 
cover all the bases. 
 
“Our crowded crew bus left the hotel at three. It was a somber trip. Tears 
flowed as questions and endless speculation filled the air. The bus hurried 
through the mysteriously light traffic and sped toward the outskirts of the 
sprawling city. It was as though our departure was being hastened by some 
dark and sinister force. At the airport the transformation was nothing less 
than appalling. The orderly infrastructure that we had left just hours 
before was now chaos. All of the signs bearing the airline’s name had 
mysteriously disappeared, counters were deserted, computers unplugged and 
stacked haphazardly wherever there was space. The few passengers we met 
stared at us as though we had some terrible contagious disease. I left the 
cabin crew in a forlorn little knot in front of the now anonymous ticket 
counter and went backstage looking for the operations office. By mistake I 
opened a door into a room full of employees — it was a meeting of some kind, 
and not a happy one. I could make a good guess at the subject. The only 
sounds were muffled sobs; I hastily closed the door and moved on. The 
operations office was manned by a harried clerk manning the one lone working 
computer. He glared at us as he tossed the paperwork on the counter, as 
though all of this was our fault. He explained that we were to ferry the 
airplane to New York; the crew that had brought it in from Uruguay would 
remain on board. He was hurrying us along just like everyone else, anxious 
to be rid of this dreadful contagion. 
 
“Finally there was nothing more to do. The station manager appeared and 
covered the details of the departure. The airplane was parked in a deserted 
corner of the massive airport, and he had managed to have it catered, thank 
God. My stomach was reminding me that I hadn’t eaten since breakfast on the 
inbound flight, eons ago. Our unhappy little brood gathered around and we 
headed for the bus that would carry us to the last departure, the last 
airplane we would ever call Clipper. There was a hurried consultation 
between the station manager and an assistant, and then a quick question: 
’Captain, we have a favor to ask. The mother of one of our agents here has 
been visiting her from New York. Now she will have no way to return without 
paying full fare. Do you think you could take her?’ 
 
“I almost laughed aloud. What could they do, fire me? ’Of course, senor. 
That should be no problem.’ They could have gone out front and sold tickets 
on the sidewalk, for all I cared. 

“In less than half an hour we were airborne. We were a miserable band of 
about fifty crew members plus one somber Brazilian lady who spoke little 
English. As we took the runway I keyed the mike. ’Sao Paulo Tower, this is 
Clipper One Zero Two Two. Request permission to make a low pass over the 
airport on departure.’ 
 
“’Negative, Clipper. Permission denied due to traffic.’ Short, terse, and 
to the point. There was to be no sentimental farewell here. To them it was 
just another departure. I thought briefly about doing it anyway, then said 
to hell with it. 
 
“We took off into the lowering sun and set the nose of the big Clipper 
northward toward the northern hemisphere winter. I thought briefly about 
what we would do if we had any sort of problem and had to divert. What 
would happen then? What would we do for support, for maintenance if we 
needed it? Would there be money for hotels for my over sized crew if we 
had to overnight? All questions with no answers. I thought about the 
airplane that was carrying us home on our last ever journey. She was a 
747-122, one of several we flew that had once belonged to United Airlines. 
What would happen to her now? Would she be bound for an ignominious grave 
in some southwestern desert? 
 
“We had two full crews aboard, and the pilots offered to share in the 
duties, an offer that normally I would have gratefully accepted. Tonight, 
however, I was reluctant to give up my seat to anyone; this was a flight 
that none of us wanted to end. In ordinary times this takeoff and landing 
would have been the first officer’s, but not tonight. He had accepted the 
inevitable with grace and a smile. Finally I relinquished my seat and 
wandered back into the darkened cabin. Little knots of people gathered 
in the galleys, pools of light amidst the great cabins now dark and empty, 
almost sinister in the silence. I sat in one of the luxurious first class 
seats, seats that by all rights should have been filled with happy, 
chattering passengers who would pay my salary. Tonight there was no one. 
I tried to doze and could not, and finally gave up and went back to the 
flight deck. As I opened the door I had a sudden feeling that this was 
all a cruel hoax, that everything was just as it was. The airplane roared 
into the night, the three crew-members watching the performance with 
studied indifference, it was like a thousand other nights, quiet and 
comforting. 
 
“I got back into the left seat, savoring the sounds and the night; the 
benign drone of the engines, the majesty of the December sky. I wondered 
when I would ever experience them again. For lack of anything better to 
do, I decided to see if I could raise the company. I dialed up Houston 
Radio and asked for a phone patch. To my surprise, Pan Am dispatch 
answered almost immediately. We chatted for a moment about routine 
things; I dragged out the brief conversation. We were both reluctant 
to sign off, each of us recognizing the finality of the contact. 
’You’re the last one, Clipper,’ he said. Suddenly tears welled in my 
eyes, for the first time the reality of this unspeakable scenario 
hit home. 
 
“Then finally it was time to go, to close this unhappy chapter. We 
started down into the early morning glitter of New York City; it was 
cold and windy, the air crisp and sparkly. At two a.m. we were the 
only traffic, and we cut the corners onto the runway 31 Left ILSA. 
None of the controllers knew what to say, and we didn’t either. We 
taxied to a far corner of the sprawling ramp in front of the 
International Arrivals Building where we were greeted by one lone 
maintenance type whose sole contribution to the proceedings was to 
install the gear pins and wheel a maintenance ladder up to the left 
forward door. He wore a Delta Airlines uniform; I had never seen him 
before. He was gone almost as soon as he arrived. The descent from 
the airplane was almost worse than the flight itself, the flight 
attendants teetering down the rickety ladder with tote bags and 
flight kits, following slowly one by one. There was a Volkswagen 
van of undetermined vintage poised to take us into the customs hall, 
where the one lone inspector sympathetically waved us through. 
 
“And so it was over. What the future would hold for all of us none 
could foresee, only that this chapter was closed. We had had a grand 
run, dancing with one of the grand ladies of the industry. Growing 
gracefully beautiful in her middle age when we met, she had moved 
with stately grace even as she grew older. We waltzed happily 
together into her sunset years, and it was only later that she 
showed the lines and ravages of age and neglect. None of us will 
ever forget her.” 
 
Captain John Marshall served as a pilot for Pan Am from July 1964 
until 4 December 1991. 

ONA CREW

Vince Neal and Bill Stanton



GITA KESSLER ONA / PANAM



THE GREAT ADVENTURE!



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