This unit was activated in December 1942 but actual formation did not start until the 1st of February, 1943, in Texas. The Group was composed of four Bomb Squadrons (564th, 565th, 566th and the 567th) plus a number of integral ground units. By mid 1943 a typical USAAF Bomb Group (H) had about 48 bombers and up to 12 reserves.
The unit began moving overseas in June, 1943. It was assigned to the 8th Air Force in England and was stationed at Hethel Airfield in East Anglia. It was to remain there for the duration of the war except for two periods of flying from North African bases in 1943. Before it flew any missions from Britain it was sent to Libya where it took part in the most famous and one of the most costly US bombing missions of the war, the low-level second Ploesti raid of the 1st of August, 1943. For this the Group won a Distinguished Unit Citation and one of its pilots was awarded a Medal of Honour (posthumously).
"The Sky Scorpions", as the unit was nicknamed, flew the B-24 in successive versions throughout the war. They were to fly 321 missions, losing 116 aircraft in action. They began returning to the USA in late May, 1945, where they were to disband four months later. The '389th' designation was to be used once again from 1960-1966 for an Atlas Missile Wing.
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