The Pan Am Series – Part XVII: Death of a Grand Lady

Clipper Witch of the Wave at Sao Paulo in 1991 (photo by Normando Carvalho, Jr)

Memories of a Last Flight

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.

Pan Am’s last timetable with map, schedule page showing Captain Marshall’s flight and 747 configuration.

“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.

Post 1991 overhead view of Terminal 2 (left), Pan Am’s terminal after Delta took over the Worldport (Terminal 3, right)(photo from Airchive)

“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 buzzsaw.  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 Santarem, 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 a breakfast beer and a long nap.  Little did I know that for Pan American World Airways, this was a day that would live in infamy.

Baggage tag for Sao Paulo from 1950s era.

Recent views of Sao Paulo Guarulhos International Airport

“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, señor. 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 crewmembers 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 oversized 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 ILS.  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.

For additional information about Pan American World Airways:

To learn more about the history of this pioneering airline, click on the title below for preview of

Pan American World Airways – Images of a Great Airline Second Edition. 

This book is available on eBay .

Another excellent book is Pan Am – Personal Tributes to a Global Aviation Pioneer, which was published to commemorate the 90th Anniversary of Pan Am’s founding. It contains more than 80 stories written by former Pan Am employees and international media friends who had personal experience with many of Pan Am’s key events during its history. It is the perfect companion to Pan American World Airways – Images of a Great Airline Second Edition and can be purchased on Amazon.

Preview Pan American World Airways – Aviation History Through the Words of its People, which is available on Amazon.

For further information about the history of Pan American World Airways, visit: Pan Am Historical Foundation