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Cast

Matthew Modine as Captain Dennis Dearborn, pilot: A humourless and socially inept perfectionist, he worked for his family's furniture business and named the titular plane after a woman he met in Memphis, Tennessee.

Eric Stoltz as Staff Sgt. (T/3) Danny "Danny Boy" Daly, radio operator: An earnest Irish-American, Daly was editor of the school paper, a valedictorian, and joined up right after graduating college.

Tate Donovan as 1st Lt. Luke Sinclair, co-pilot: The carefree and somewhat narcissistic former lifeguard, who wanted his own plane and is tired of being under Dearborn's command.

D.B. Sweeney as 1st Lt. Phil Lowenthal, navigator: Lowenthal is pessimistic and superstitious before their final mission, and is convinced that he is doomed to die.

Billy Zane as 1st Lt. Val Kozlowski, bombardier: While everyone believes the confident, self-assured Kozlowski to be a doctor, it is later revealed he attended only two weeks of medical school before enlisting.

Sean Astin as Staff Sgt. Richard "Rascal" Moore, ball turret gunner: Diminutive and often boastful, Rascal considers himself a ladies' man and delights in teasing his crewmates, especially Virgil.

Harry Connick Jr. as Staff Sgt. Clay Busby, tail gunner: After his father lost the family farm in a poker game, the laconic Busby earned money playing the piano in a New Orleans cathouse.

Reed Edward Diamond as Staff Sgt. (T/3) Virgil "Virge" or "Virgin" Hoogesteger, top turret gunner and flight engineer: He worked at his family's diner and plans to open a restaurant chain, while Rascal constantly mocks him for being a virgin.

Courtney Gains as Staff Sgt. Eugene "Genie" McVey, right waist gunner: A Catholic Irish-American from Cleveland who shares a cantankerous friendship with fellow waist gunner Bocci.

Neil Giuntoli as Sgt. Jack Bocci, left waist gunner: A hot-tempered Chicago hoodlum, Bocci shares a cantankerous friendship with fellow waist gunner McVey.

David Strathairn as Col. Craig Harriman, the sober-minded squadron commander who cares deeply for all his men.

John Lithgow as Lt. Col. Bruce Derringer, an Army publicist who plans to make the Memphis Belle crew famous for war propaganda.

Jane Horrocks as Faith, a British girl who has a fling with Virgil at a dance before the squadron's mission.

Mac McDonald as Les, a member of the squadron's ground crew.

Steve Mackintosh as Stan the Rookie, a nervous radio operator who is a crewmen on the new B-17, Mother and Country.

Production

Five real B-17 warbirds were used in the filming of Memphis Belle, out of eight B-17s that were airworthy during the late 1980s. Two were located in the United States (N3703G and N17W), two were in France (F-BEEA, which was destroyed in a takeoff accident and F-AZDX The Pink Lady), and one was in England (G-BEDF Sally B). N17W is currently on static display at Museum of Flight in Tukwila, WA. The original Memphis Belle was a B-17F model, so any B-17Gs used in the film were heavily modified to look like an earlier F model, having chin turrets removed, tail gun positions retrofitted with older designs and being painted olive drab green. During filming, two B-17s portrayed the Belle (one was the movie version of the Memphis Belle (N3703G) and the other was Sally B for scenes requiring pyrotechnics such as smoke and sparks indicating machine gun "hits") while the rest had nose art and squadron markings changed numerous times to make it appear there were more aircraft.

Ground sequences for the movie (including takeoff and landing scenes) were filmed at the non-operational RAF Binbrook in Lincolnshire, England with a period control tower and vehicles being placed on site. Flying sequences were flown from the airfield site of the Imperial War Museum Duxford. All the extras for the film were obtained from auditions held in the area and included current and former members of the Royal Air Force. The filmmakers also used Pinewood Studios to shoot interior scenes and to shoot various models of B-17s.

A North American B-25 Mitchell was used to film the majority of the aerial scenes with several fixed and trainable cameras also mounted on the available B-17s and fighter aircraft for action shots. A Grumman TBM Avenger (with its tail section painted the same olive drab tones used on the B-17s) was used as back-up for a short time when the B-25 became unserviceable during filming.

The film pilots were warbird display pilots coming from the UK, USA, France, Germany, New Zealand and Norway, the roster changing several times as pilots had to return to their full-time jobs during filming. The flying sequences were devised and planned under the coordination of Old Flying Machine Company (OFMC) pilots Ray Hanna and his son Mark, who also acted as chief pilots for the fighter aircraft used and flew the camera-equipped fighter and TBM Avenger aircraft during filming.

Due to a shortage of actual B-17 airframes, wooden silhouette mock-ups were made and placed at distant parts of the airfield.

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