The Heinkel Model 111 was the Luftwaffe's first modern medium bomber. Unveiled in 1934 as a ten-passenger commercial transport, it quickly became apparent it was far better suited for tactical bombing than passanger runs. Spain became the testing ground for the He-111 when civil war broke out there in July 1936, and its successful use during that conflict convinced the Luftwaffe brass that it needed neither fighter protection nor defensive armament. The He-111 was delivered to the Luftwaffe as a medium bomber in late 1936.

However, the opposition met in Spain was negligible compared to the defense put up by the RAF in 1940 during the Battle of Britain. Despite the provisions of close fighter support, losses were so high the He-111 was withdrawn from daylight bombing in October 1940 and assigned to night bombing missions. Varients of the model flew in practically every Nazi air campaign with the Luftwaffe (German Air Force) in various roles until the end of the war, including an odd twin-hulled five-engined glider tug known as the He-111 Z-1 "Zwilling".

This particular He-111 was owned & operated by the Arizona wing of the Commemorative Air Force (CAF, formerly known as the Confederate Air Force). Originally built in 1946 under license by Spain as a Spanish model CASA 2.111, it served mainly as the personal transport for Spain's General A. F. Franco.

In spite of the history of the He-111, this particular aircraft was never used as an attack aircraft. Following the death of Franco, the CAF purchased the old transport and rebuilt it to the specifics of the German WWII bomber version, complete with dummy bombs, defensive armament including a fake "stinger" (fixed tail gun) and the Nazi's infamous swastika. Necessary upgrades to meet modern regulations included a co-pilot's seat (the bomber variant had a single pilot) new radios, GPS & other modern navigation equipment, hydraulics systems, brakes, and so on. The engines were not the original Damler-Benz types, but Rolls-Royce V-12s.

Until July 11 of 2003, it was the only aircraft of its type left flying regularly. Sadly, on that date it suffered a catastrophic crash that killed the pilot and the one passanger on board, as well as completely destroying this rare piece of aviation history.