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By Victor Kelaher, 30th July 2008


During the month of May in 1943, the production lines of the aircraft manufacturer, A.V. Roe Ltd at Newton Heath Works in Manchester, worked round the clock building Mk3 Lancaster bombers for the Air Ministry which had ordered 620 of these aircraft from the company.

As each bomber was being built it was given its own identification number and that May two of the completed Lancaster planes which rolled-off the production line had consecutive numbers, these being EE138 and EE139.   Following air-testing the aircraft were flown to two of Bomber Command’s front line squadrons, EE138 being handed over to 460 Squadron of the Royal Australian Air Force stationed at RAF Binbrook in Lincolnshire, whilst EE139 was delivered to the Royal Air Force’s No.100 Squadron at RAF Grimsby, better known by its pre-war name of ‘Waltham’, a satellite airfield of RAF Binbrook.

This latter Lancaster was to be allocated to Sergeant (Pilot) Ron Clark and his crew who themselves had only recently been posted to 100 Squadron.   As this was a brand new aircraft one of the first things the crew did was to decide upon a name for their Lancaster and the design of a piece of ‘nose-art’ they wanted to have painted on it.   The name chosen was ‘Phantom of the Ruhr’ and for the artwork the motif of a hooded skeleton figure, wearing a cloak, and casting out bombs.   After an initial number of training flights in the Phantom, Sgt. Clarke and his crew flew the Lancaster on their first operational mission on the night of June 11th joining more than 780 other heavy bombers to attack the German city of Düsseldorf returning to base without incident.   Over the following two months Ron Clark and his crew carried out a further 23 raids against enemy targets in EE139 returning from all of them unscathed.


Things were to be different though on the night of September 23rd when Ron Clark, by then a Warrant Officer, took the Phantom with his crew on their twenty-fifth operational raid, heading for the German city of Mannheim.     As they approached the target area the Lancaster was coned by search-lights and WO Clark took immediate evasive action putting the Phantom into a steep dive but he could not shake off the search-lights and his aircraft came under intensive anti-aircraft fire.   The Phantom was hit by the flak with one shell passing right through the fuselage without exploding but severing the plane’s starboard aileron controls and throwing the Lancaster out of control.   With the control column jammed both WO Clark and the Flight Engineer, Sgt. Ben Bennett fought to regain control of the aircraft as the Phantom continued in the steep dive towards the ground, finally regaining control of it  at 13,000 feet, but still in the glare of the search-lights.

The Phantom then came under attack from a night-fighter which raked the fuselage with cannon fire causing damage to the port wing trailing edge and flap.   The fighter also damaged the starboard side of the tail plane.   Despite the damage WO Clark had to take further evasive action putting the Lancaster into another steep dive and in doing so managed to shake off the pursuing fighter, regaining level flight at 4,000 feet.   Realising he could not continue the attack on the target, Ron Clark ordered the bomb load to be jettisoned and cleared the area but now another problem developed as the plane started vibrating violently with the port wing and tail plane shaking up and down.   Sgt. Bennett, the Flight Engineer, realised the vibration was due to the starboard aileron trim still being connected and he managed to free it by cutting through the wire with a pair of pliers, the vibrating then stopped.

Setting a course back to base WO Clark managed to avoid further attention from the enemy and brought the Phantom back to Grimsby but was then faced with getting the Lancaster on the ground without the aid of either flaps or aileron control.    Using his flying skills Ron Clark brought the Phantom down on the runway without further damage.   WO Clark and Sgt. Bennett received the awards of the DFC and DFM respectively for the skills they displayed in saving the aircraft and the crew from certain destruction.

The damage to EE139 was to put the Phantom out of action for two months whilst repairs were carried out, but for Ron Clark and his crew it was business as usual returning to bomb enemy targets in whichever aircraft was available.   Having completed five further such missions WO Clark who was attached to 100 squadron’s ‘C’ Flight was to be transferred with his crew and the rest of ‘C’ Flight, to become the backbone of the newly formed 625 Squadron, at RAF Kelstern.


Following the completion of repairs to EE139, this aircraft was to be returned to 100 Squadron at the beginning November of 1943 and on the 3rd of that month took part in a raid on Düsseldorf, the pilot being a WO Heyes.    Between then and the night of November 23rd/24th the Phantom made four further flights to Germany, each with a different crew.    The following day ‘The Phantom of the Ruhr’ was transferred to the newly formed No.550 Squadron which moved to RAF North Killingholme.    At this new squadron the Phantom was assigned to a Flight Sergeant Bouchard who, between the November and January of 1944, took the Phantom to Berlin on nine occasions returning from each mission unscathed.

Later on in the year, EE139 was to become the ‘warhorse’ of FO Hutcheson and his crew who flew a complete tour of thirty operational missions in the Phantom in the period from June 22nd to September 23rd, including the Lancaster’s ‘Century’ raid on the fifth of September, which was a daylight attack on Le Havre.    Shortly after this when the Phantom was on her 102nd trip, a raid on Frankfurt, with the crew of PO Ansell she was again coned by searchlights and slightly damaged by flak.   The pilot took evasive action losing the searchlights but was then attacked by a Messerschmitt 109, the crew fought the attacker off and the Phantom managed to make good her escape.

Two trips later the target was Stuttgart and as EE139 returned to North Killingholme from the raid and coming in to land on a very wet night the Phantom aquaplaned down the runway careering off the airfield and suffering the indignity of ending up in a ploughed field with her nose buried in the ground and her tail pointing to the skies.   She had to be dragged out backwards and towed back onto the airfield where after being cleaned up and repaired she was back in the air a few days later.     Between then and late November the Lancaster was flown by a number of crews with some of the pilots reporting encountering handling difficulties with the aircraft.    As a result on the 21st  of that month Squadron Leader Caldow DSO, AFC, DFM flew the Phantom for an attack on the marshalling yards at Aschaffenburg and on his return confirmed the handling problems which he believed was due to the aircraft having a twisted airframe.   He ordered that EE139 be grounded and retired from operational missions.

The Phantom was taken to an MU to undergo an examination and testing.    Following some repairs the Lancaster was declared to be ‘air-worthy’ but due to her age and history considered unsuitable for further operational duties and recommended for the training of new aircrews.    She was transferred to 1656 Heavy Conversion Unit (HCU) at RAF Lindholme and later on transferred to 1660 HCU at RAF Swinderby, the former base of No.106 Squadron when commanded by Wing Commander Guy Gibson, before moving to RAF Metheringham in Lincolnshire.    EE139 was to see out the remainder of the war as a training aircraft and like many other war planes, despite her remarkable record of undertaking 121 operational missions, the ‘Phantom of the Ruhr’ was to end up in a scrap yard in 1946.

It was to be a different story for EE138 which aircraft had been delivered to 460 RAAF Squadron on the 31st May 1943, a month after the airfield at RAF Binbrook had again become operational.   This airfield had been taken out of commission late in 1942 in order that concrete runways could be laid which would be able to cope with the heavy four engined Lancaster bombers.   Following the building of the concrete runways 460 squadron transferred to Binbrook from RAF Breighton in Yorkshire on the 14th of May.   As the squadron settled in to its new surroundings my cousin, Squadron Leader Carl Richard Kelaher, was posted to the squadron from 1656 HCU Lindholme and appointed Flight Commander of ‘C’ Flight.    The Station Commander at Binbrook was Group Captain Hughie Edwards VC, whilst the Commander of the Squadron was Wing Commander C.E. Martin.

EE138 having arrived at Binbrook was allocated to ‘C’ Flight and assigned to the charge of Sgt. Jeff Oakeshott and his crew, who had already completed seven operational trips in which ever bomber was available.   On June 4th, Sgt Oakeshott and crew flew EE138 for the first time on a training flight before going on a weeks leave.

Whilst they were stood down, Flight Sergeant Hocking and his crew flew EE138 on her first operational mission, a raid on Krefeld and the following night Flight Sergeant Ogilvie took the Lancaster for an attack on Mulheim whilst on June 24th my cousin and his crew flew EE138 to Wuppertal.   On the 25th Sgt. Jeff Oakeshott and his crew flew their first operational mission in EE138 when they bombed Gelsenkirchen.   From each of these raids EE138 returned to Binbrook without sustaining any damage to the aircraft.

Over the following two months Jeff Oakeshott and his crew was to take the Lancaster on a further 15 raids against German targets during which period the aircraft received minor flak damage on one occasion.   On a number of those trips EE138 was in the air along with her sister Lancaster ‘The Phantom of the Ruhr’.

On August 23rd my cousin was to fly the aircraft with his regular crew to bomb Berlin taking off from Binbrook at 20.42hrs and attacking the target at 00.08hrs from a height of 21,000 feet.   The bomb load of EE138 included 1x4000 lb and 2x1000lb plus a variety of different incendiary bombs.   Returning to base at 03.29hrs my cousin reported that there had been no cloud but a good deal of smoke obliterating the area so he had bombed on Green TI’s.   He confirmed the trip had been uneventful, that the P.F.F. was excellent and the M/C (Master of Ceremonies) had been ‘admirable’.   That night 727 aircraft took part in the raid but 56 failed to return including 460’s ED421 which was the squadron’s first casualty that August.


At the end of August, Flying Officer Sidney Forrester and his crew were posted to 460 Squadron having completed training at 1662 HCU at RAF Blyton and assigned to ‘C’ Flight.   On the night of September 3rd this crew was listed on the Operation’s Manifest to fly EE138 to bomb Berlin as Jeff Oakeshott, by then a Flying Officer, and his crew had been stood down and granted a period of leave.   This was to be FO Forrester and his crew’s first operational mission since joining 460 Squadron and being their Flight Commander, my cousin decided to accompany the crew by joining the Lancaster as pilot, FO Forrester would fly “second dickie”.   During the course of that day FO Forrester’s tail-gunner, a Sgt. Howie, became unavailable to take part in the raid and my cousin instructed the rear-gunner from his own crew, Sgt. Arthur Rolfe, to take over the rear gun position.

At 19:58hrs EE138 took off from Binbrook en-route for the Big City being one of twenty four Lancaster bombers from the squadron taking part in the raid.   Having attacked the target the aircraft was returning to base, flying across the centre of Jutland, when it was intercepted at about 02.30hrs by a JU88 night-fighter flown by Luftwaffe pilot Lt. Karl Rechberger who shot the Lancaster down.   EE138 crashed in boggy marsh land close to the village of Stadil in Denmark with all eight of the crew being killed.

This, the final raid on Berlin before the autumn set in, was carried out by a force of 316 Lancaster bombers of which 20 failed to return.   In addition to my cousin’s plane, two other aircraft of 460 squadron did not make it back to Binbrook, these being EE132 piloted by Flt. Sgt. McPhan which crashed in Holland on the way out to the target whilst W4988 flown by FO. Randall, having been damaged by a combination of flak and night-fighters was to be abandoned by the crew off of the Swedish coast where it exploded in mid-air.   Ironically the ‘Phantom of the Ruhr’ also took part in this raid on Berlin the pilot being WO Ron Clark and his aircraft and crew returned unscathed to RAF Grimsby.



The ‘Phantom of the Ruhr’ was not destined for obscurity despite ending up as scrap metal in 1946.   At the end of 2006, the Lancaster aircraft, PA474, of the Battle of Britain Memorial Flight (BBMF) was taken out of commission in order to undergo a complete overhaul which was carried out by Air Atlantique of Coventry.    Following the major service to the BBMF Lancaster she reappeared in May 2007

in the war-time markings of that grand old lady ‘The Phantom of the Ruhr’ sporting on her port side the letters HW-R of 100 Squadron together with her nose-art, that ghoulish hooded skeleton figure hurling bombs to earth, whilst on her starboard side appeared the letters BQ-B of 550 Squadron.

On Friday, May 16th this year, on the anniversary of 617 Squadron’s dambuster raid, the recreated EE139 paid tribute to that famous raid by flying across the Derwent Valley dam in Derbyshire where the crews of 617 Squadron had practiced for their epic mission.  

In the picture below, the Phantom can be seen with her distinctive piece of nose-art and 100 Squadron’s codes on display as she flew over the dam:


The Lancaster bomber, EE138, has not been forgotten either.  In the post-war era following the liberation of Denmark from German occupation, the Danish Government undertook a project to drain the marsh-land around West Stadil Fjord in order to reclaim land for farming.   Whilst this work was being carried out, the RAF’s Section 18 of No.3 Research and Enquiry Unit (3 MREU) endeavoured to raise the aircraft from its watery grave and to recover the bodies of the crew, but the Unit was unsuccessful due to the bomber having sunk too deep into the marshes where it was held tight.   The Unit did recover two ‘Mae West’ jackets and other pieces of Australian battledress from the site and exhumed the torso buried nearby by the German army in 1943.   This torso was re-interred in an official war-graves’ cemetery at Svinø (90 kilometres south-south-west of Copenhagen, Denmark) and marked as being that of an ‘unknown RAAF airman’.

With the reclamation of land, this enabled the residents of Stadil to honour the crew of EE138 by providing a granite memorial stone, engraved with the crew’s names, and having it placed at the crash/grave site.    

The Memorial Stone


The memorial stone was unveiled in 1950 on the fifth anniversary of Denmark’s liberation from German occupation.   King Frederick of Denmark sent his aide-de-camp, Colonel Gram, of the Danish Defence Forces, to represent him at the ceremony.  (see photograph below).

1950  Colonel Gram saluting the memorial stone.

On September 4th this year, the 65th anniversary of EE138 being shot-down, a number of Australian and British relatives of the crew will be present at the crash/grave site at Stadil for a remembrance service and the unveiling of an ‘A’ frame upon which will be bronze plaques etched with portraits of the crew, their details and a resume of the events leading to the bomber being shot-down.   Funding for this restoration work having been provided by the Australian Government’s Veterans’ Affairs Department.

The unveiling ceremony will be undertaken by Ms. Sharyn Minahan, the Australian Ambassador to Denmark.  The Royal Australian Air Force will be represented by Wing Commander John Ibbotson, Assistant Air Force Adviser, Australian Defence Staff, based at their Embassy in London, whilst the Royal Air Force will be represented by Wing Commander Richard Macormac, the Defence Attaché at the British Embassy in Copenhagen who will be accompanied by RAF Sergeant Frisby, this is symbolic as that was the rank held by each of the RAF crew members of Lancaster bomber EE138.

By Victor Kelaher

30th July 2008


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