This memoir is a blend of aerospace development and history, mixed with the story of a young man who went to work in the aerospace industry in the mid 1950's. It was a time of amazing technological innovation, which fundamentally changed the face of aerospace, defense, and the world. Through the eyes of the author, the story tacks innovative technical advancements into the executive levels of the Department of Defense, and the myriad influences and policy changes brought about by them on industry, the military services and commercial aviation. Solid state technology advances coupled with new Pentagon leadership in the 1960's, greatly impacted not only defense procurement policies and products, but led to whole new approach to the country's acquisition of major weapon systems. The United States was suffering through a painful war in South East Asia, and a cold war with Russia as well. These pressures, including the huge associated costs, demanded new, and more effective procurement policies. Robert McNamara, the new Secretary of Defense in John F. Kennedy's administration, initiated a bold new policy. A policy that would fundamentally change how the country acquired major new weapon systems. Instead of separately purchasing subsystems from the supplier base for a new military aircraft, for example, such as a radar, inertial navigation system, central computer, fire control, etc., and then have the prime contractor integrate and tie them together with software, as was the current, inefficient policy, he demanded that it be acquired as an "integrated digital system." The prime would now be responsible for acquisition and performance of the entire avionics package! The memoir then follows one of the first major systems acquired under the new defense department directive, 3200.9, through the acquisition process. It was the Mark II Integrated Avionics System for Tactical Aircraft, designed for the Air Force F-111-A. Through his intimate knowledge of the Defense Department