Boeing's historic Plant-2 building, once churning out hundreds of B-17 Flying Fortresses a year in its heyday that helped win WWII is now a weathered and obsolete eyesore hugging and hanging over half a mile of shoreline along the polluted Lower Duwamish River while slowly being demolished.

Stand across the river from the faded, mustard-colored plant, directly south and upriver from the now-defunct South Park Bridge and what you see is a handful of workers cautiously disassembling a portion of the 1.8 million square-foot building.

As bad as it appears, it's what you don't see that is the major problem, a toxic soup of chemicals settled on the river bottom. Plant-2 is nestled upon the Superfund Site, and plans are in play to soon restore the shoreline with wetlands and salmon habitat once the plant is uprooted.

According to Boeing's official historian, Michael Lombardi, it all started with Italian-born Giuseppe Desimone, a farmer and colorful Seattle figure who grew crops on his farm of several acres and drove them in his truck to Pike Place Market to sell, while quietly buying up the market itself. In 1936 he sold his farmland for one dollar to the Boeing Company for them to build Plant-2, then just 200 feet by 300-feet, as he wanted to keep Boeing in Seattle. Boeing had gotten a contract to build the B-17's and needed more space than Plant-1, built in 1917, the famed "Red Barn" on Michigan Street and 1st Avenue.

"They'd build parts of the B-17 at the Red Barn, then barge them up the river to the new plant and assemble the planes there," said Lombardi. "In 1936 Japan started to invade China and of course Hitler had come to power, but the war clouds hadn't really started yet. A couple years later production started to really ramp up.

During the War, Plant-2 and its 30,000 employees did a disappearing act that may even have baffled Houdini.

"The Army Corps of Engineers built a 3-dimentional structure on top of the roof," Lombardi said, referring to the camouflaged plant. "Plywood was laid over steel girders and covered with burlap. Chicken wire and feathers were made into model houses, cars, and trees. Even close up the 'town' looked pretty convincing. During the war we weren't sure what capabilities the Japanese had.

"We had the idea that they could pull their ships off the coast of Washington and bomb the factory with planes, or even get into Puget Sound. The camouflage also served to hide the plant from reconnaissance planes flying over, taking pictures. Being on the coast it was pretty vulnerable. Did the same thing at the Douglas Plant in Los Angeles.

"The height of the building was designed for WWII, but after the war, when we got into (building) jets, they were too big," he said. "The B-52's were built with hinged tails laid on their side. When the planes rolled out, they stood the tails up.

"In the late '70's early '80's they used Plant-2 to build some of the first wind turbines with NASA and the Department of Energy, when there was a bit of an energy crisis like there is now. It has been used just for storage the last couple of decades. It wasn't really built to last a long time. It didn't make sense to put a lot of money into it."

When Plant-2 is long gone there will still be plenty of memories, technology, and artifacts preserved, thanks to Boeing historians.

"We have a robust history program," said Lombardi of Boeing. "We've got about four million photographs, a hundred thousand reels of motion picture film, and thirteen thousand square feet of artifacts and records. There is a strategy behind a lot of things we've saved. The idea is that we save things that have a business value that, maybe 20 years down the road, will be important.

"When our engineers design a new airplane we don't want them to always reinvent the wheel. It's a realization that we've had some really smart people in this industry and at Boeing in the past who have done some amazing things. Our strategy is, 'Why don't we just keep that, and the homework they did, and build on that?' It's really surprising to see the technology invented 60 years ago, the really innovative things that were done.

"We store the more mundane things like badges, pins, old tools, also parts of individual airplanes like the 'yoke' or horn buttons that used to be in the center of the steering wheels on B-17's. They looked like the old horns on the 1950's cars. We have the original wind tunnel model from the B-17. We also have the original photographs of a young lady, a Rosie the Riveter, whose name was then Norma Jean. She did some work for Douglas which was part of Boeing. Right after the war Douglas was trying to get folks interested in flying commercial again. Because they were located in Los Angeles, they brought in local model talent, including the future Marilyn Monroe."