Legion of Merit to Lester 'Pop' Witherspoon

The father of the 'Bottoms Up' kept her flying and in top repair throughout the entire war. His dedication earned the respect from the men in the 450th and from the country he defended.


M/Sgt. Leslie 'Pop' Witherspoon is awarded the Legion of Merit.

721st Squadron, crew chief, M/Sgt. Leslie Witherspoon was awarded the Legion of Merit, the nation's fourth highest award.The decoration was "for exceptionally meritorious achievement in connection with military operations, not involving aerial flight, from January 18th to October 31st 1944.

As crew chief of ship 449, better known to members of the 450th as "Bottoms Up", Witherspoon was in charge of all maintenance, repairs and servicing of the plane as it completed one hundred successful combat sorties in the 15th theatre of operations. During this period of time, under extremely difficult conditions of adverse weather, lack of replacement parts and frequent severe damage to the plane from enemy flak and fighter, "Pop" showed outstanding professional skill and superior ingenuity in a maintenance procedure in preparing his plane for its part in the strategic bombing of the enemy.

In compiling this enviable record, "Bottoms Up" was flown on combat missions to Germany, France, Austria, Hungary, Bulgaria, Rumania, Greece, Yugoslavia, Czechoslovakia and Northern Italy. At no time during this period, when many major repairs, including 16 engine changes, were made, was it necessary to call upon the service squadron; all work was done entirely by Sgt. Witherspoon and his assistants.















































































Of the twelve Group missions to bomb the Ploesti oilfields "Bottoms Up" flew on eight and was hit every time by either flak or German fighters. During the month of January the plane was in condition for 12 out of 14 possible days of flight and in April "Bottoms Up" made flights to Steyr, Budapest, Bucharest and Ploesti on four consecutive days.

In the time that the plane has flown, it made only 5 early returns, each due to minor mechanical difficulty. This unusual record was made possible by "Pop's" systematic plan of overall maintenance, his ability to carry through an assigned task and his inspiring leadership of men under him.

During the last several months of this record-setting period, Witherspoon was badly crippled by repeated attacks of rheumatism, but despite the constant pain that he suffered, he steadfastly refused to go to the hospital until "Bottoms Up" had completed its 100th sortie. Fully cognizant that the Group was hard pressed to furnish enough aircraft for missions, he worked long weary hours so his plane could take its place in the next day's formation, adding fire power and bombs to destroy the enemy.

In receiving congratulations from members of the Group, Witherspoon commented, "My boys deserve all the credit. Without the help and devotion the record 'Bottoms Up' would never have been possible."


All photos courtesy of the Witherspoon family, via John Anderegg, grandson of Leslie Witherspoon.