Back in the day, the B-17 bomber was THE plane.
More than 12,000 were built during the WWII era, but more were lost in combat and training. Today, they are extremely rare.
"There is only 11 of these airworthy in the world. There's only 9 in the U.S. that are flyable," said pilot Lorraine Morris.
The plane wasn't made to hold passengers, it was made to drop bombs.
Colonel Bill Coburn joined the service three days after Pearl Harbor, and at 23-years-old he was flying the largest airplane in the world at that time, the B-17.
He made $145 a month, crash landed twice, and saw countless men die in his 375 flight hours of combat.
"I've been so scared that I thought I was going to faint."
Colonel Coburn said he even flew the first daylight Berlin raid back in 1943 where he said they lost 680 men in B-17's.
"There was some sadness and times when it was pretty tough to take," said Colonel Coburn.
Despite those experience when he got the chance at 96 years old to fly again, it was an easy decision.
"Far different in the cockpit than in the back of the airplane can you imagine the tail gunner that has to lay down on his stomach for 6 hours?" Said Coburn.
While he said it was pretty shakey, it brought back so many memories of his youth with is one of the main reason the pilots said they choose to fly it.
"When you come up to it and you get in it and you see truly how small it is inside and then you try to think about the 10 guys that it was their home for 10 hours when they were working, It kind of brings it all home"said Lorraine "It's an honor to them," said Pilot Ken Morris.