The plot of the film is loosely based on the WW2 event depicted in MEMPHIS BELLE, famous 1944 documentary directed by William Wyler. In May 1943 Hitler is still holding almost entire Europe under his grip and the best the Allies can do about it from their bases in Britain is to bomb industrial targets in Germany and occupied countries and thus weaken the Nazi war effort. Two major Allied air forces employ different strategy in their bombing campaign - more experienced British rely on massive night raids, while Americans bomb by day, which allows better accuracy but also means more risk for bombers and their crews. One of those bombers is B-17 "Flying Fortress" commanded by Captain Dennis Dearborn (played by Matthew Modine) and nicknamed "Memphis Belle" after his wife. Its crew has completed 24 combat missions so far after the next one will the quota after they are to finish their tour of duty. They are the first crew to do it without scratch and public relations officer Lieutenant Colonel Bruce Derringer (played by John Lithgow) wants to bring the plane and the crew to USA as a part of huge morale-boosting effort. But such prospects are distant future for Dearborn and Colonel Craig Harriman (played by David Strathairn). They are more concentrated on the next day's mission - raid on heavily defended plane factory in Bremen. When "Memphis Belle" takes off, Dearborn and the rest of his ten-man crew know that the statistics is against them and they must employ all of their skills, abilities and luck to do their job and come home in one piece.

From a strictly technical standpoint, MEMPHIS BELLE is good example of Hollywood craftsmanship. The budget was relatively small for a film that covers one of the most spectacular armed contests of the last century, yet the audience can't notice it. Producer David Puttnam and director Michael Caton-Jones took great care about authentic period details, and also employed good special effects crew. That crew did a very convincing good job and even the most careful viewers can't distinguish scale models from real "Flying Fortresses" used in the film. The ensemble cast of mostly young actors who portray the crew of "Memphis Belle" is very good, while John Lithgow is terribly miscast in the role of completely useless character. The pacing of the film is also good - after a deliberately slow start that allowed character development, the action intensifies and the two hours of MEMPHIS BELLE pass surprisingly quickly. The battle scenes are both very exciting, realistic and often heart-wrenching.

Unfortunately, despite all that, MEMPHIS BELLE still leaves the impression of the film far from fulfilling its potential. The main reason for that is in the weak script by Monte Markham, which is nothing more than collection of cliches gathered from 1940s and 1950s American war movies. Because of that, experienced viewers know the fate of certain characters in advance, and the ending is rather predictable. The musical score by George Fenton, based heavily around songs like "Amazing Grace" and "Danny Boy", isn't very impressive. Finally, WW2 buffs would find some historical inaccuracies in the film (apart from Caton-Jones' film being complete fiction, almost unrelated to Wyler's documentary). The worst of them - US bomber crews making great deal about not hitting civilian targets in Germany - was probably attempt to make the characters more sympathetic to the audience in "politically correct" 1990s. In reality, US airmen and their superiors couldn't care less about collateral damage to civilians, because destruction of the German morale by creating misery among civilian population was one of the specific aims of the bombing campaign and source of controversies that last to this day.

However, all those flaws aside, MEMPHIS BELLE is exciting and entertaining film that could be enjoyed even by those who don't have particular interest in the history of bomber aviation.