How they made Top Gun

In five months, ten days, Tom Cruise returns as Capt Pete 'Maverick' Mitchell in Top Gun: Maverick, the sequel to the iconic 1986 movie Top Gun. In the story below (first printed in Key Aero's sister title Aviation News in December 2018) learn how the original movie was made with the help of Top Gun instructors, including the story's author, Dave 'Bio' Baranek. On December 23, see Top Gun: Maverick in theatres in the US and UK.

US naval aviator Dave ‘Bio’ Baranek was an instructor at the real Topgun school when Hollywood called. He tells the story of the team who helped bring realism to a cult 1980s film and here reveals some of the tricks of the trade.

“I feel the need… the need for speed” – an oft-quoted line that could only have come from one film. 

In the 32 years since its release in 1986, Top Gun has become a cult classic. At the very mention of its title you instantly think of Ray-Bans, flying jackets, and a handsome fighter jock at full throttle on his Kawasaki screaming down a runway after an F-14 Tomcat.

Songs from the soundtrack dominated the charts, while the press reported on a new wave of ‘Hollywood patriotism’. It made Tom Cruise into a household name and elevated the careers of Kelly McGillis, Val Kilmer and Meg Ryan.

But if you’re reading this magazine you’re probably more interested in the jet-fuelled titanium ‘stars’ and the sky-searing dogfight action.

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Three F-5Es playing the part of MiG-28s in the movie Top Gun during a filming sortie. Some of the black paint has peeled off the middle jet, but the its ‘make-up’ was touched up at the end of every flying day. All photos Dave ‘Bio’ Baranek unless stated


Top Gun or Topgun?

The Navy Fighter Weapons School (NFWS) sometimes wrote Topgun as one word and sometimes as two. When Paramount Pictures made the film, the title was two words, Top Gun. To ensure clarity the author uses Topgun as a single word to describe the flying squadron, and two words to describe the film.


The Reality

The Navy Fighter Weapons School (NFWS) was known as Topgun from when the first class graduated in 1969. The initial cadre of instructors started from scratch with minimal support, fought bureaucracy, organisational jealousy, and a host of other obstacles to launch the programme.

Those first instructors, by any measure, got it right. They had been in combat, done their homework and were also talented, smart, resourceful and committed to teach effective air combat, using whatever tools were available. The founders were followed like a belt of 20mm ammunition by new instructors who continued to uphold the high standards and build on that solid foundation.

Navy and Marine Corps fighter squadrons sent their best aircrews as students – to soak up the classroom training and challenge the faculty’s Douglas A-4s, Northrop T-38s and F-5s above the American southwest desert. Upon graduation, those students returned to their squadrons and passed the torch of hard-won knowledge to colleagues.

It’s true that the name Topgun (or Top Gun) had been used in aviation circles before. The combat success of early graduates, who returned to Vietnam, had proved the value such training but the Miramar-based programme became the most famous of the breed.

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From left to right a two-seat F-5F Tiger II, single-seat F-5E Tiger II and an A-4E Skyhawk heading out for a typical mission against aircrew on a Topgun course. From the mid- 1970s until 1987, this trio comprised Topgun’s adversary fleet.



Military aviation circles knew and respected the NFWS, established in 1969, but the outside world knew little. That began to change when the May 1983 issue of the glossy California magazine hit newsstands with an article by author Ehud Yonay. He expertly described the experience of a real-life F-14 Tomcat crew – ‘Yogi’ Hnarakis and ‘Possum’ Cully – going through the class. The article included dramatic photos by F-14 pilot and former instructor ‘Heater’ Heatley.

Film producers Jerry Bruckheimer and Don Simpson read the feature at Paramount Pictures in Hollywood, 120 miles north of Miramar. Their first big hit, Flashdance, was in cinemas and they foresaw a real blockbuster in the pages of the magazine. Bruckheimer said:  “The pilots that attended the Topgun school are a combination of Olympic athletes in the sky and rock and roll heroes. We immediately saw a movie.”

Bruckheimer and Simpson aimed for the stratosphere, planning a major motion picture that would include plenty of flying action. In the mid-1980s, there were few options to achieve the high quality necessary for the film. Computer-generated animation was too new and expensive. Scale models just wouldn’t look right.

They needed real aircraft, flying from real carriers and airfields and fighting each other. This would require extensive support from the Navy. It took two years for everything to fall into place.

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The F-14 Tomcat of Tom Cruise’s character, Lt Pete ‘Maverick’ Mitchell, behind the Clay Lacy Learjet used in filming.

By the time Paramount arrived at Miramar in the spring of 1985, the team had been formed: top-level technical personnel, dynamic young stars who were roughly the same age as typical students, a few more well-known faces to play the instructors, and a rough script that had been developed by several screenwriters working with Navy aircrews.

All they had to do was set up the cameras and start filming? Well, not really.


Story Lines

The film may have consisted of 90 minutes of flying and fighting, if aircrews and aviation enthusiasts had been in charge. Fortunately, the producers knew elements such as romance and tragedy – a real story – are essential for a successful film. We will leave those aspects to one side.

Flying scenes were integral and necessary to demonstrate character traits and plot devices. To support this, screenwriters and actors attended unclassified briefings, watched dogfights on the big-screen Tactical Aircrew Combat Training System display, and chatted with pilots and radar intercept officers (RIOs) to get a sense of the environment. Since the story was set in the mid-1980s, the F-14 Tomcat would be the primary aircraft, as it comprised the majority of Topgun class fighters at the time.

The F-4 was on its way out and the F/A-18 was too new. The two-person crew of the Tomcat also provided the basis for a ‘buddy’ relationship that works in films.

Events in the real world added plausibility for some of the major plot elements. US Navy jets regularly intercepted fighters from hostile countries at this time, especially Libya. One such intercept resulted in the Tomcat’s first kills in August 1981 in response to an out-of-the-envelope missile shot by Libyan Su-22 Fitters. The incident showed how quickly these intercepts could escalate into deadly dogfights.

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The Navy Fighter Weapons School (Topgun) badge. US Navy

Instructors (and others) were given early versions of the script. I recall sitting as part of a group reading various scenes, usually with the aim of brainstorming ways to develop something exciting for the screen the screen. For example, it was obvious that the F-14 aircrews would face two different types of foes: aircraft flown by a hostile nation and aircraft flown by tutors. Someone asked if there was any chance of using actual MiGs, but in 1985 this wasn’t possible.

We looked at the two types of aircraft then flown by NFWS: A-4 Skyhawks and F-5E/F Tiger IIs. Everyone agreed the F-5 looked more sinister, so it was chosen to play the enemy aircraft, which would have the fictitious designation ‘MiG-28’ to prevent comparison with an actual aircraft. To ensure the audience would understand who the bad guys were, four NFWS F-5s were painted black and emblazoned with red star insignias that resembled several then-hostile forces. In all, three F-5Es and one two-seat F-5F became MiG-28s.

In other sessions, we collectively gave a thumbs-down to an explicit sex scene in an early version of the script, derided the screenwriters’ misuse of terminology such as “going ballistic”, and helped plan the flying accident in which – spoiler alert – ‘Goose’ dies.


Roll Call

Working with former instructor and Vietnam MiG-21 killer ‘Viper’ Pettigrew and others, the screenwriters came up with a story that connected plausible real-world tensions and Topgun training, while showcasing an immature but talented pilot. They leveraged real episodes and terminology, but applied vivid imagination and poetic licence to create a gripping story. Viper was credited as technical adviser.

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Dave Baranek (left) and ‘Rat’ Willard, a Lt and Lt Com respectively during production of Top Gun after a flight scene for the film. All the instructors assigned to the school at the time of were listed in the closing credits.

The Topgun squadron’s liaison was ‘Rat’ Willard, who put in many hours helping to smooth out details in the plot and script. ‘Rat’ was also a key player in translating the flying action from the screenwriters’ imaginations into manoeuvres that were thrilling but could be executed safely, a task in which he was assisted by ‘Bozo’ Abel, the F-14 flight lead.

There were two more key contributors to the flying scenes: British director Tony Scott and Learjet owner/pilot Clay Lacy. Before every flight for the film, ‘Rat’ and ‘Bozo’ worked with Scott and Lacy to review storyboard sketches that outlined the desired flying action. They refined concepts with the aid of 1:72 scale models used in flight briefs and debriefs, with consideration to camera angles and ensuring the footage would convey the various plot elements. This all led to detailed flight briefings for the F-14 crews as well as the instructor pilots and RIOs.

In keeping with NFWS and naval aviation standards, every flight was carefully debriefed to identify lessons for the next iteration.



If you’re expecting me to shoot holes in the film, you’re going to be disappointed. The mission statement for the production was to make money, and it succeeded, becoming the top-grossing American film of 1986. It captured the imagination of millions, making them aware of the navy’s fliers, even if many assumed it was the air force, and even if it was an exaggerated depiction.

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The difference in size between the F-14 and F-5 is emphasised here. The Tomcat was superior overall, but the F-5 challenged aircrews where they needed it: the engaged arena.

When former F-14 pilot ‘Smegs’ Semcken and I were at Paramount for two days working on dialogue and film editing, I asked director Tony Scott about three that were bugging me.

The first was that all the distances were too short for real-life weapons’ use. At the distances shown in Top Gun, an aircraft would likely be damaged by the explosion and debris when its missile or bullets hit the target. The director said close distances were necessary so the aircraft would be more than specks on the screen.

My second complaint involved one of the baseline rules in the film, which is “never leave your wingman”. The school doesn’t teach wingmen to remain in tight formation when engaged. The real-world employment of mutual support doctrine requires experience and skill to learn. Having watched the miles-wide furballs [many dogfights in a relatively small space] of real aerial engagements, Scott reminded me that a depiction at the correct scale would not make a visual impact, and that we were not filming a documentary.

My third comment was a relatively minor point: the external camera pods visible on some F-14s. It would have been very difficult to completely eliminate these, and Scott suggested that most of the audience wouldn’t notice them anyway. (If you haven’t seen them, look closely at scenes with F-14s in the Topgun class: the small white pods on some Tomcats are cameras).

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Three Topgun F-5Es wearing a variety of different camouflage over the Pacific Ocean en route to do ‘battle’ with Tomcats and Hornets.


Reality or not?

‘Maverick’ guiding ‘Cougar’ in for a landing. Similar incidents actually happened during the Korean and Vietnam wars, and possibly more recently. The F-14 community knew of times when a pilot was rattled by the life-or-death stress of landing on a carrier and was ‘talked down’ by a combination of a calm RIO, wingman and the ship-based landing signal officer (LSO). This scene was jazzed up to establish ‘Maverick’s’ nature, but had a basis in fact.

Cockpit mock-up and displays. Paramount arranged for most of the actors to take a flight in an F-14 rear cockpit and mounted a camera to record them in the air. Unfortunately, almost all of them got airsick, which is understandable, and the footage was unusable.

As a result, a high-quality, movable cockpit mock-up was built that facilitated better control of lighting and camera position. However, the F-14 doesn’t rumble like an old truck on a country road when it flies, as depicted in these shots. It flies far more smoothly in almost all circumstances, but the motion was used to suggest flying to the audience. As for the cockpit displays, our mid-1980s Cold War mentality reasoned that we did not want Paramount to show the exact cockpit and heads-up display symbology.

The film crew, however, did a nice job of approximating these. As for oxygen masks, they are essential for survival at higher altitudes, and I personally found it a relief to take them off for a few moments when conditions permitted – but the actors did so a lot more often to show their high-priced faces.

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Two ‘MiG-28s’ make a sprightly departure from NAS Miramar in August 1985 to join up with the author’s aircraft.

“I’ll hit the brakes, he’ll fly right by us.” My recollection was that ‘Rat’ came up with this idea as a dramatic manoeuvre to show ‘Maverick’s’ pilot skills. The F-14 had a good pitch rate, and if the pilot yanked back on the stick it would likely force an overshoot by a pursuing aircraft. But there’s a trade-off because the F-14 would suddenly find itself at a much slower airspeed, vulnerable to attack by other bandits in the vicinity…commonly referred to as “out of airspeed and ideas”. Still, as proven by several F-4s in combat over Vietnam, such a tactic can negate a threat and give the fighter another chance.

Flying through jetwash; hitting the canopy when ejecting. The TF30 engines of the F-14A were probably the aircraft’s biggest limiting factor. They had benefits, such as excellent fuel specs in cruise, but were susceptible to rapid throttle movement and turbulent air under high-angle-of-attack conditions – both of which are encountered in dogfighting. These factors led to the plot element of losing the engines, being forced to eject and ‘Goose’ then hitting the canopy.

In F-14 testing, an RIO had actually hit the canopy after ejecting in a flat spin, although he survived. Although exaggerated, there was once again a basis in reality, and the film-makers needed something that would produce a tragedy.

Flying from Miramar to a deployed carrier. While all forces have plans to reinforce deployed units with fresh aircraft as needed in combat, it would be extremely unlikely that crews freshly graduated from Topgun would fly 10,000 miles (16,093km) to be in combat.

Buzzing the tower, riding a motorcycle along the runway, and flying canopy-to-canopy above a MiG. Definitely possible but unlikely, because these actions would probably lead to the pilot and RIO losing their wings. But they sure made Top Gun more fun.

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A large formation of Tomcats and F-5s during a real Topgun course – the second F-14 in the formation carries the fictitious VF-1 markings used for the film.


Unsung Heroes

There were many who contributed to making Top Gun the memorable film that it is, and we have limited space here, but I would like to mention three more people.

Grumman employee Dick Milligan, was instrumental in developing the special camera mounts used on the F-14s. He had to figure out how to make wiring and aircraft structure mods that got the job done without compromising aircraft safety or reliability. He made it happen.

On the Paramount side, a team of talented and dedicated professionals was necessary to creating this high-quality, ground-breaking film, including the unit publicist, Marsha Robinson.

Former instructor ‘Jambo’ Ray paid tribute to Mrs Robinson after her death earlier this year saying she, “had to know everyone and everything that was going on in front of the camera and behind the scenes.

“Diplomat, interpreter, organiser, cat herder and more. Talented, professional, witty and bright – she endeared herself to aircrews and troops by gracious acceptance of our bawdy humour and keen appreciation for the passion and zeal that embodied Carrier Naval Aviation.”

She exemplified the outstanding film-makers who worked on Top Gun.

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Topgun F-5s formate with Clay Lacy’s Learjet as the gaggle flies out from NAS Miramar. Lacy received permission from the navy to operate from the base for film-related flights.

Finally, the story only touched on the essential role of personnel, such as plane captains and flight deck crew, without whom the sleek and powerful fighters would be no more than flight deck ornaments. Some of the most memorable shots are at the beginning, with the crew scrambling for aircraft launch and recovery. Their enthusiasm for flight deck action is evident, and is demonstrated by the Arresting Gear Chief Petty Officer’s energetic pull-back and kick after an arrested landing, a reflexive expression of the excitement of carrier operations.

Top Gun depicted many aspects of Naval Aviation in a very engaging and effective way. Despite minor flaws and technical errors in the name of entertainment, it remains a landmark aviation film more than 30 years after its release.


About the Author

Author Dave ‘Bio’ Baranek was an F-14 RIO and Topgun instructor who assisted with making the film. You can read more of his experiences in his book Topgun Days and at his website, Dave thanks the following for their assistance with this article: former Topgun instructors ‘Jambo’ Ray and ‘Nick’ Nickell, former Grumman employee Bill Barto, and aviation enthusiasts Dimitrios Logios and Christian Nentwig. Their assistance is greatly appreciated. Any errors or omissions are solely the responsibility of the author.

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From left: the author and his wife Laura alongside Tom Cruise at the cast and crew party on completion of filming. Copyright Russ Novak, used with permission