August 2023

Bury Us Upside Down: The Misty Pilots and the Secret Battle for the Ho Chi Minh Trail

They had the most dangerous job n the Air Force. Now Bury Us Upside Down reveals the never-before-told story of the Vietnam War’s top-secret jet-fighter outfit–an all-volunteer unit composed of truly extraordinary men who flew missions from which heroes are made.

In today’s wars, computers, targeting pods, lasers, and precision-guided bombs help FAC (forward air controller) pilots identify and destroy targets from safe distances. But in the search for enemy traffic on the elusive Ho Chi Minh Trail, always risking enemy fire, capture, and death, pilots had to drop low enough to glimpse the telltale signs of movement such as suspicious dust on treetops or disappearing tire marks on a dirt road (indicating a hidden truck park). Written by an accomplished journalist and veteran, Bury Us Upside Down is the stunning story of these brave Americans, the men who flew in the covert Operation Commando Sabre–or “Misty”–the most innovative air operation of the war.

In missions that lasted for hours, the pilots of Misty flew zigzag patterns searching for enemy troops, vehicles, and weapons, without benefit of night-vision goggles, infrared devices, or other now common sensors. What they gained in exhilarating autonomy also cost them: of 157 pilots, 34 were shot down, 3 captured, and 7 killed. Here is a firsthand account of courage and technical mastery under fire. Here, too, is a tale of forbearance and loss, including the experience of the family of a missing Misty flier–Howard K. Williams–as they learn, after twenty-three years, that his remains have been found.

Now that bombs are smart and remote sensors are even smarter, the missions that the Mistys flew would now be considered no less than suicidal. Bury Us Upside Down reminds us that for some, such dangers simply came with the territory.

About the Author

Rick Newman and Don Shepperd (Maj Gen, USAF, Ret)

Major General Donald W. Shepperd, USAF (Ret.) is president of The Shepperd Group, Inc. He is a well known speaker and author. He retired in 1998 from the Pentagon as head of the Air National Guard where he commanded over 110,000 personnel, 1400 aircraft, 88 flying units, and 250 support units spread throughout the 54 states and territories. He is a combat veteran who flew 247 fighter combat missions in Vietnam including 58 over North Vietnam as an F-100 Misty Forward Air Controller. General Shepperd was a military analyst for CNN during the wars in Iraq and Afghanistan and provided military commentary for ABC radio. He is a Distinguished Graduate of the United States Air Force Academy class of 1962 and holds a Masters degree in Personnel Management.

Don Shepperd is an entertaining speaker. He has been “in the trenches” as a combat fighter pilot; a line worker; a salesman; a sales manager; a supervisor; a sector vice president; a president; and a CEO. He is a raconteur. He tells stories. He entertains and teaches. He has been called a “Renaissance man” a “Will Rogers” a “Visionary” – he talks about the past, the present and the future.

He has six books available on His book, Bury Us Upside Down, about the experiences of a select group of fighter pilots flying a Top Secret mission in the Vietnam War has been widely acclaimed and become a Vietnam classic. His latest book, On the Wings of Geezers – life lessons from old pilots, is about a group of 30 retired Tucson pilots who flew the old airplanes in the old Air Force, Army, Navy. And Marines


Book Club Session

Session Notes:

Air Force Historical Foundation Book Club

Bury Us Upside Down: The Misty Pilots and the Secret Battle for the Ho Chi Minh Trail by Rick Newman and Don Shepperd (Maj Gen, USAF, ret.)

29 August 2023

Moderated by Mr. “Pepe” Soto and the AF Historical Foundation and featuring special guests, Mr. Don Shepperd (Maj Gen, USAF, ret.) and Mr. Rick Newman

Opening Remarks

Jonna Dolittle: Thank you everyone for being here tonight, and to our authors for bringing this book to us. Over to you.

Rick Newman: We’re going to talk about the book and how we got started with the book. I’ll let Don talk about the Mistys, and I see other Mistys here tonight. First, Don is a great storyteller. Second, the book came into existence because I got divorced! I was covering the Pentagon in the 90s for the news, and we didn’t have wars, we had peacekeeping operations. I was starting out again on my own and needed money – so I looked for freelance jobs to augment my Pentagon correspondent role. I was introduced to Don Sheppard and talked to him mainly about his return trip to Vietnam in the 1990s for a 3,000 word piece for Air Force Magazine.

When I saw the material Don and the other Mistys had collected and the stories themselves, I was shocked no one had written this story already. I approached Don to create a full narrative for this unit in a mass market publication, and that’s what we did.

Don Shepperd: I talked to Rick and he said he wanted to write the book. Ten minutes into our conversation, I thought ‘this guy is a writer.’ He knew what he was doing with publishers, agents, and writing – but he needed to know what the Mistys faced. We went to NYC and found our agent in the first meeting.

It started as an anthology of stories from the pilots. The title is from the old song about fighter pilots.

We rewrote every word of this book many times. It was Rick’s idea for how we structured it. It isn’t only a story about the Mistys, but also the hopelessness of this war that did not have a strategy and restrictive ROEs. It is the same old story – I thought we learned something in Vietnam, but we just went through 20 years of war making the same mistakes sacrificing lives and treasure.

We knew within hours of the shootdown that Williams was dead. But his wife wasn’t told for 24 years. We should have found a way to tell her – and it’s not the only story like that in here on how we should have treated the people better.


  1. The book is the only one I’ve read that actually discusses how much of a battle it was between the strike aircraft and the NVA AAA sites. We speak often of the air-to-air war, but the counter-IADS/c-Air Defense war, especially the campaign the Misty’s had against the AAA is largely undocumented, even though the vast majority of our aircraft combat losses have historically come from surface to air systems – why do you think that is?

These are really important questions you ask about the guns. We didn’t have the term ‘IADS’ – people just had guns they shot at us. We had to fly at 4500’, 400 knots just to find the thing to kill, then had to circle back to call in strikes. When you rolled in on a target, every gun in the area that was protecting that target was firing at you. We managed to keep SAMS out of RP-1, but when you were down the chute everything in the area was shooting at you. Unfortunately, the altitude we had to fly at was in the sweet spot of the 37mm gun.

 We didn’t attack gun sites just to attack them – they were there to protect something. We were interested in what they were protecting. They had bigger guns and more bullets than we did. There were 157 Mistys, and 44 were shot down.

 Another reason we lost so many airplanes was because of the length of the missions. The intelligence officers were very important to our missions – 7th AF reporting, downed pilots, pilots still missing. Our missions lasted 4-6 hours, and refueled 2-3 times depending on the weather. We flew into North Vietnam 2-3 times a mission and were getting shot at every time – and the duration and tactics we used are why we got shot.

  1. As an intel officer, I spent my first four years as a fighter squadron intel officer (I was actually the FIRST F-16 intel officer in the USAF), I really enjoyed how you used the story of the intel officer as a way to describe the day-to-day ops of the Misty squadron. How did you come up with the idea of using him as the theme?

Rick: One of the reasons we focused on those guys in the book is because I got to meet them. There is considerable serendipity in how we framed the book. When I went to a Misty reunion with Don – which was unusual because journalists don’t usually get in – but Don provided me the opportunity in 2003-4. Whoever was at that reunion, the starting point for me, affected the timeframe and structure we used. We felt there needed to be a narrative that was the start and beginning as opposed to an encyclopedic unit history.

  1. You also pointed out how tough it was to get actionable intel from both 7thAF and PACAF, and that forced the squadron to develop your own intel capability. What was Wing intel doing – or not doing?

We had two missions – to support ground troops in Vietnam (the most important for F-100) and the Misty mission along RP-1. But we mostly operated independently, the Wing did their own thing.

  1. How much later did the Night Owls Misty program start after the fast FAC Misty program?

We had flown Misty for a long time, and had trained some folks from Danang. Mistys were replaced at Phuket, and there were bombing halts in Vietnam.

 Comment: Raisin’ Caine Thank you for showing us what right looks like – audacity, tenacity, and determination. You set the example for today’s F-16 and A-10 guys, and gave us a true gift. Thank you.

Don: When we came back from Vietnam. I knew it when I was there, they knew it. We’d lose a multi-million dollar airplane shooting a 20K truck – and because we didn’t have what we needed: RWR gear, chaff, flares, and other equipment. We knew it was a terrible way to fight, and the generals of the time and those that followed fought and got us stealth. And there’s no such thing as a smart war.

  1. How effective was the NVA camouflage in RP1 and the Ho Chi Minh Trail ?

Super effective. These guys knew how to camouflage. You would think a huge POL dump and 50 trucks would be impossible to hide, but they did. We would do strikes and an entire area would explode because we didn’t know it was there.

When you’re a FAC you learn a few things real quick – you learned where not to look for things because you knew where they would be instead. You had to fly your first five missions in the backseat. And some guys were better at spotting things than other.


  1. I was surprised at the number of Misty pilots who were in their first tour as a fighter pilot.
    1. And many was this their first time as FAC’s?
    2. And was the 5-10 flight spin-up really enough to get combat ready?

A lot of the kids were 1Lts and Capts on their first tour. I was an experience F-100 pilot by comparison. They came out of pilot training into the squadron and did really well – I was blown away by how well they did. We needed tow people in the jet because there was a lot going on, the backseat was needed for the radios, maps, and camera. It was miserable flying in the backseat! PK Robinson got sick every time. It’s amazing those guys are still our friends after that.

 What were you told prior to flight re. getting shot down: where would you head, what was your plan. What were your chances??


I got 68 missions, and 6 guys that got 100 missions. I was hit on 42 missions. Sometimes you didn’t realize it. But when you got hit by 37mm or a ZPU, you knew it. Your first thought was to get the hell away from the threat. If you were near Laos, away was over the mountains. If you were close to the water, the best bet was to get out in the water and farther from the shore the better. Hit AB, get altitude to increase time of flight/glide, get away from what you were attacking, and get to where hopefully rescue forces can get to you.

 Our job with rescues – and remember our job was to get the bomb to a target. We had to first determine if he ejected, where, and establish radio contact. If there were bad guys in the area, keep them away best as possible, and call the rescue forces to come get the guy if possible. You turned on-scene commander to the Sandys and Jolly Greens – and the Jolly Greens are extremely vulnerable. Those guys were the heroes of the war.

  1. With the small number of aircraft you had, and the multiple hits and losses your aircraft took, and flying four goes a day – how did your maintenance team make it all happen?

Our heroes that make the Air Force work are the maintainers. They don’t get any of the glory, but they make it happen.

  1. How hard was it for you (and other Misty’s) to go back to your home units after your Misty tour?

It wasn’t hard – we always knew it would be limited. I enjoyed it. No difficulty at all.

  1. It appears that the wx was always dog shit — why was that? Did the terrain and jungle impact the wx that much? Or just bad luck?

You have seasons, but they are different out there. If you had Southwest Monsoons lifting moisture from Laos, you had bad weather in North Vietnam; or the Northeast Monsoon. If the weather was bad in Laos, we went to North Vietnam or vice versa. The way to get yourself shot down was flying under the weather. There was no sense in playing in bad weather.

  1. One thing I noticed in your book, which I haven’t really seen in any other books about the Vietnam War, is a hearty respect for your enemy – both the Viet Cong and the North Vietnamese – where did that respect come from?

I got a lot of respect during the war – I’m flying a fast jet and those guys are living the crappy army life in the middle of a war. They’re taking bombs constantly. They were tough guys. There was a ton of stuff coming down the HCM Trail every day. You can’t have anything but respect for what they were doing. There is also respect between soldiers shooting at soldiers, airmen shooting at airmen.

 When we went back we drove our minder crazy with the stuff we wanted to see.

  1. Based on your experience do you have any recommendations for future interdiction anti-vehicle munitions such as scatterable mines?

I’m for anything stand off or high altitude that hits the target. I don’t care what it is. I’d have given thousands of dollars to have a drone doing my missions instead of me. If there is a way we can do that that makes sense, I’m all for that. Anything that hits the target and helps us not lose airplanes I’m for that.

  1. Rick: Going back to the 1960s to the low alt ISR, then it has gone higher, and now it’s going low again but with drones. What do we know from the Misty experience that is relevant to the explosion of the use of drones in the UKR conflict?

Dave Deptula: I agree with everything Shep has said WRT precision and standoff. Area munitions are good, but there are times and places where these are highly effective so we shouldn’t dismiss them or innovative ways to stop our adversaries. Interdiction should include the entire spectrum of capabilities instead of just one alternative.

 Was Airpower the right weapon to cut the Ho Chi Minh Trail?

 It became more complicated than that. War is a political decision. Gen Westmoreland asked for more than 600K troops to use the ground force to do exactly that, but was denied by the politicians of the time. We knew that the public and country was against the war, and we lost 58K men over there and that was enough.

 You go into incredible detail on daily life of our POWs. While this has been covered in other books and articles – why did you feel it was important to cover in your book?

 I used to wonder about that almost every day. They said that you do the best you can day after day, take what you can, avoid getting punished, hope for the end of the war, and hope for rescue.

 I don’t think there is any other answer to your question than ultimate respect for them, and thankful I wasn’t among them.

 What would you want today’s Airmen to take away from your book?

Pepe: Your book is a good illustration of how all the parts come together

 Closing Remarks

Don: We’re coming down to what may be one of our final Misty reunions at the last Reno Airshow. They just took the last meaningful Misty trip to Vietnam – one of the guys just took his family to where he was held captive after being shot down. Villagers tried to kill him with machetes, but a North Vietnamese captain protected him, took him home, and his wife fed him. They met again on this trip and fed him the same meal.

Huge thanks to Rick, this book would not have happened without him. An overall so what message for the folks out there – I found out that two things I can continue to do is write books and fly gliders.

Rick: All this historical stuff – photos, documents, etc – are sitting in boxes in attics in Arizona. We’re hoping to find a place for them someday.