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Long Before the Phoenix Lights There Was “Incident 40”

Including photos of an alleged UFO, and perhaps one of the first appearances of the Men in Black

When people interested in the UFO topic hear the name of the city of Phoenix, Arizona, most will immediately think of the famous Phoenix Lights incident of  1997. But it turns out that Phoenix has been the host of numerous incidents of sightings of anomalous unidentified objects in our skies for quite some time. In fact, such reports date back to the earliest days of what is considered to be the “modern history” of ufology, and the United States government has taken considerable interest in many of them. One of these sightings was reported on the same day that the infamous Roswell crash took place, though it attracted far less attention in the media. But the event drew lengthy scrutiny from the U.S. Air Force over the course of an investigation that would last for several years.

The event in question took place in Phoenix, Arizona in the late afternoon of July 7, 1947. William A. Rhodes, a professional musician and amateur photographer, radio operator, and electronics technology enthusiast, was leaving his home to go to his workshop which he had constructed in his back yard when he heard a curious noise coming from the west. According to the witness, from his yard, he saw nothing in that direction but quickly noticed an unusual sight to the northeast. He described it as an elliptical, flat, gray object, measuring 20-30 feet across, traveling at 400-600 miles per hour, spiraling downward from approximately 5,000 feet in altitude to 2,000 feet. Rhodes quickly ran into his workshop and grabbed his Kodak Brownie 120 box camera. Returning outside, he captured one picture of the object as it approached its lowest trajectory and another after it ended its spiraling descent and began to rapidly accelerate upwards at a 45-degree angle.

After the object disappeared into the sky, Rhodes wasted little time in sharing his experience with the Arizona Republic newspaper. They ran an article on their front page the following day including the two photos that the witness had taken and quite a bit of excitement ensued. What William Rhodes didn’t know at the time was that the federal government was also aware of the story almost immediately and had taken a keen interest in his account. What followed was an investigation spanning more than five years and a personal journey for Rhodes that was not always positive in nature. His story would go on to become part of Project Grudge, identified simply as “Incident 40,” and later Project Blue Book. And his story may have featured one of the earliest recorded appearances of the individuals referred to in UFO mythology as “the Men in Black.”

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The Investigation Begins

Rhodes would go on to provide interviews to multiple newspapers and magazines in the coming weeks. Many media outlets of the time were highly interested in the “flying saucer” topic because only two weeks earlier the world had learned of Kenneth Arnold’s infamous report of multiple enigmatic craft sighted near Mt. Ranier in Washington State. The press incorrectly reported Arnold’s description of the craft as “flying saucers,” but the name stuck. It is worth noting that Mr. Rhodes’ photographs eerily matched the actual description that Arnold gave of the craft that he observed, a fact that would be noted later in the Project Grudge investigation. Rhodes’ sighting also may have been pushed off of the front pages fairly quickly because by some cosmic coincidence (if that’s what it was), it took place on the same day that a newspaper in Roswell, New Mexico, reported the famous recovery of a “flying disc” that eventually became the benchmark for all UFO reports of that era.

As William Rhodes took his story to the world, what he was unaware of was that military and government officials were aware of it and were looking into his report almost immediately. Within 24 hours of the incident being reported in the Arizona Republic on July 8, 1947, the newspaper had been contacted by officials from the Air Force requesting copies of the two photos he had provided. The newspaper complied with the request. This was all documented in records of the Project Blue Book investigation which are preserved at the National Archives Catalog today. It is also worth noting that William Rhodes’ name is redacted in all of the documents we will link to and provide here except in one instance where the name “Rhodes” was left intact. But the publicly available media records leave no doubt that this was the case being investigated and his identity was never made a secret in his public interviews and appearances.

While the attention of the world may have quickly shifted away to other stories of potentially unearthly phenomena, the attention of the government did not. Inquiries were made through a number of Air Force and federal intelligence agency offices into Rhodes’ sighting. This information was all being directed to several offices, including the Air Materiel Command at Wright Patterson Air Force Base. Coordinating with other federal agencies, an interview with Mr. Rhodes himself was finally arranged to be held in late August of 1947, less than a month after the sighting took place. What happened next may have fed into a variety of longstanding theories about how the United States federal government handled questions regarding sightings of UFOs.

The Arrival of the Men in Black

On August 29, 1947, an interview with William Rhodes was arranged. He was spoken to by Special Agent George Fugate jr. from Counter Intelligence Corps (CIC) and Special Agent Brower (no first name given) of the FBI. Curiously, while Special Agent Fugate later revealed his identity, the agents initially were only introduced as “representatives of the United States Government.” In later interviews, Special Agent Brower would state that he found the suppression of his full identity to be “a peculiar procedure,” but it was “none of his business” and he continued with the interview. Rhodes was asked for his original photos of the craft and the negatives from his camera. He gave the photographs up but informed the agents that the negatives were not at his home, but would give them to them the next day, which he did. He was also informed that it was “unlikely” that he would have his photos and negatives returned to him.

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This is a peculiar part of the record. The few available images of FBI agents in the 1950s indicate that they would typically show up for assignments wearing a stereotypical male black business suit and dress shoes. (Hats or dark glasses were obviously optional.) In the modern era, when law enforcement officials at any level visit citizens, it is standard procedure to produce valid identification including the agency they work for and the reason for their visit. This was not the case with Special Agent Brower in 1947. And the information doesn’t come to us from some UFO conspiracy outlet. The information is documented in archived government reports.

The reader may well question whether this was some unique approach suggested by Fugate or if this was a standard approach in UFO investigations. If the latter, perhaps Special Agent Brower was unwittingly recruited as one of the first documented “Men in Black.” Anonymous men in official-looking attire claiming to be “from the government” asking a witness to surrender evidence to them clearly fits the mold of the entire “Men in Black” legend.  But Wiliam Rhodes would turn out to be unhappy with the seizure of his evidence, leading to complications in the ensuing investigation.

The Government Investigation Takes Curious Turns

While the investigation by various elements of the United States military and intelligence agencies began literally the day after William Rhodes took photos of something unusual in the skies near his home, it stretched on for a period of several years. Even before Rhodes was interviewed in late August of 1947, inquiries were being made about the photos he submitted. Some of these investigations were indeed technical in nature, looking into the validity of the images, the weather conditions at the time, and other data that might substantiate or invalidate the claims of the witness.

But at the same time that the investigators were checking into the possibility of “flying discs” being seen over Phoenix, they were looking even more deeply into  William Rhodes himself.  The investigative records that were later assembled as part of Project Grudge clearly showed that the government was looking into virtually every aspect of Rhodes’ life to determine the “nature of his character” and how “patriotic” of a citizen he was.

Multiple reports showed that the government had requested a full record of Rhodes’ credit history, as well as his personal history, with his neighbors being interviewed to determine what sort of person he was. One early report stated that “there are other undesirable aspects to this case. The observer’s character and business affiliations are presently under investigation.” And subsequent reports show that the investigation took a great deal of interest into many aspects of Rhodes’ life that had nothing to do with unidentified aerial phenomena.

Those investigations resulted in reports that delved into very private matters. One report recorded that his mother was a Russian immigrant, with suggestions that the family’s loyalties might lie elsewhere. It was noted that he was a musician and that his wife was the only source of income for the family. The report claimed that Rhodes was “not religious and is a registered Democrat,” along with the fact that he “did not vote in the last election.” All of this was recorded despite the fact that interviews with his neighbors recorded him as being “an excellent neighbor” who “devotes considerable time to community projects.”

Conclusions About Incident 40 Went in Two Distinct Directions

The final reports from the investigation were conflicting in many regards. Some investigators found the sighting highly compelling while others wrote it off entirely. But it was clear that there were questions being raised about Rhodes from the beginning. One report, in particular, highlighted the divided nature of opinions into both the photographic evidence and the credibility of the witness. On the first page of the report, investigators concluded that “no astronomical explanation seems possible for the unusual object cited in this incident.” It goes on to say, “This case is especially important because of the photographic evidence and because of the similarity of these photographs to the drawings by [redacted] in Incident 17.” (Incident 17 was the Kenneth Arnold sighting.)

The report goes on to marvel that “these two best-attested, entirely independent cases should agree so closely concerning the shape of the object and its maneuverability.” The report further describes Incident 40 as being “one of the most crucial in the history of these objects” and recommends a continued investigation and the gathering of more evidence.

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But on page two of the very same report, a caveat is added. In a complete about-face, it cautions that “there remains the strong possibility that the entire incident is spurious, and the invention of an excitable mind. This strengthens the need for reinvestigation. If spurious, this fact should be highlighted and even publicized, to quash enthusiasm for the irresponsible reporting of ‘saucers’ and like objects.” These patterns of alternating support for the credibility of Rhodes’ sighting and the possibility that it was entirely a hoax continue throughout the documents.

But one person who seemed to come down on the side of lending credibility to Incident 40 was J. Allen Hynek. In his analysis of the reports listed in Project Grudge, he broke down all of the sightings into three categories with multiple subcategories for each. Category 1 covered astronomical phenomena such as meteors, stars, planets, or related naturally occurring lights in the sky. Category 2 was described as “non-astronomical, but suggestive of other explanations.” These included objects such as balloons, conventional aircraft, rockets, flares, birds, or other mundane things that are regularly observed. Category 3 was reserved for events characterized as being “non-astronomical, with no explanation evident.” He broke this category down into subsection (3.a) which was written off as having a “lack of evidence precluding explanation.” Category (3.b) was identified as “Evidence offered: Suggests no explanation.” Incident 40 is listed in category (3.b).

So What Happened to the Photos and the Negatives?

One of the great bones of contention in the entire Incident 40 case was what became of the photos and the negatives from William Rhodes’ camera after the initial investigation in 1947. By 1952, the Air Force somehow discovered that Rhodes had been in contact with a magazine that published an account of his story and had been asking about the possibility of suing the government to have the negatives returned. This seemed to cause some consternation among government officials who had been studying the sighting, leading the Air Force Directorate of Intelligence at Wright-Patterson to report that they did not have the negatives, but if they were found, they should be returned to Rhodes “with apologies” in order to “avoid press excitement.”

This led the Air Force Office of Intelligence (AFOIN) to send a letter to Captain Edward J. Ruppelt of Project Blue Book fame, asking for the negatives to be “returned to us soonest.” Ruppelt was assured that if the negatives were returned, copies would be made for his records. Ruppelt quickly responded, saying that his office did not have the negatives. He also went further, advising that he wasn’t even sure if Rhodes had ever sent the negatives to the government, saying that his office had concluded that the photos were “probably not authentic.” He then went on to suggest that Rhodes was attempting to get on “the picture selling bandwagon,” and if the government confirmed that they had been in possession of the negatives, it could lead to “a touchy situation.”

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These questions about the provenance and possession of the negatives are not borne out by the government records, however. A routing and record sheet shows that the negatives were in the possession of the Technical Projects Office of the Air Materials Command at Wright-Patterson on Feb. 19, 1948. Other records in the archive demonstrate that the negatives had been examined and analyzed by a variety of experts to determine the equipment used to take the pictures, the type of film used, and the potential veracity of the images. While it may be possible that Ruppelt’s office had somehow lost the negatives by the time the investigation was reaching its conclusion, it remains well documented that the negatives traveled back and forth between Wright-Patterson and other offices for some time.


William A. Rhodes’ “fifteen minutes of fame” came and went fairly quickly in July and August of 1947. That may have been because he reported his sighting and submitted his photographs to the local media only two weeks after the Kenneth Arnold sighting caught the attention of the nation and the world learned of the Roswell incident the day after his report reached the press. But behind the scenes, the government found reason to describe his report as one of the “two best-attested, entirely independent cases” of UFO sighting reports. Even J. Allen Hynek found the evidence to be compelling with no obvious, alternate explanation.

While some inside the government examination sought to describe Rhodes as a crank, interviews with his neighbors and family described him as a scientifically-minded fellow who had pursued interests in astronomy, radio and television technology, and photography since an early age. Skeptics may reasonably point to the timing of his sighting as “riding on the coattails” of the Kenneth Arnold sighting, but the similarities between the two were even acknowledged by Project Blue Book. Also, Rhodes’ interest in all of this technology far predated the dawn of the modern stories of strange objects in the skies. And his documented experience with what we might today refer to as “the Men in Black” certainly provides reasons to ask if this event was something of a hallmark in the history of ufology.

As always with these early cases, the conclusions are left to the observer. But what is only generally known as “Incident 40” in the Project Grudge and Project Blue Book files may deserve a closer look for those studying parallels between the earliest days of our examinations of these subjects and what is unfolding in the new Pentagon UAP investigative offices today.