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PUNTA GORDA — From a table inside the Skyview Cafe, I'm watching about a dozen men on the tarmac. They're circling (frowning, talking, pointing) two planes as if they are going to buy these rare artifacts of the second War to End All Wars, the B-17 Flying Fortress and the B-25 Mitchell.

Most of the planes were scrapped for raw metal when the war was over. Prosperity doesn't like to look back.

A Hummel grandfather approaches the massive B-17. He peers tentatively around the open bomb bay doors, where the names of veterans and others who've donated to restore and maintain the plane are inscribed.

He takes a small step and his torso is swallowed by the plane. Nearby, a woman, also in her 70s, waits unpurturbed. As the wind whips the field, she tries to capture her bangs, the only hair that could escape her neat nylon scarf.

Grandfather emerges. Grandmother pulls a camera from her handbag as he poses. No flash needed — he had that smile.

A Massachusetts-based non-profit called the Collings Foundation flies the two planes (plus a B-24 Liberator) about 11 months a year, to airports in 140 cities and 38 states. Most stops in "The Wings of Freedom" are like this one: The all-volunteer crew unload their bags, get the hats, patches and T-shirts out for sale, and wipe the oil off the plane.

"No one wants to see a dirty plane," says flight engineer Wayne Patenaude.

There are often lines when they get there: The plane nuts who just want to see a B-25 in person just once. The WWII veterans, some of who will pay the $425 for what they call their "last mission." The friends and relatives who understand the lure if they don't feel it themselves.

My dad should be here. A walking encyclopedia of WWII's brutal air war, he wanted to join the Air Force so many years ago. Asthma and poor eyesight, my mom told me, kept him from his dream of dogfights.

"Great," he said, when I told him about my ride on the Flying Fortress, a lumbering giant designed for strategic bombing at a frigid 20,000 feet and higher. Then he changed the subject.

• • •

He doesn't whistle, that 1940s Hollywood noir wolf whistle, but you can see it in his eyes.

"I think it's beautiful," says Dave Prins, a retired Maryland executive, as he looks at the Mitchell. His father didn't see any action, but was in the Army Air Corp during WWII.

Prins doesn't have a pilot's license ("I can fly, though") but spends a lot of time with those who do. Like so many arm-chair airplanes lovers, he can name just about everything at the Punta Gorda airport as it takes off or lands.

He points to the Mitchell, a sleek low-level bomber of the kind that carried out Lt. Col. Jimmy Doolittle's daring 600-mile raid of Japan from an aircraft carrier in the Pacific.

"This would be my favorite plane," says Prins, who adds, if you ask him, that he never wanted to be a fighter pilot. "I just like the way it looks. It's faster."

At about 74 feet long with a wingspan of 103 feet, the B-17 seems to take up the entire horizon. The fuselage is smooth, almost too perfect for a plane that once made 18 trips to Berlin, dropped 562,000 pounds of bombs and flown 1,129 hours. Even standing still, the sharklike 1,200 horsepower engines seem to tug, impatiently, at the wings.

Thirteen Browning .50 caliber machine guns. The wraparound windshields of the cockpit. The limo-like fuselage that deadend into a ramrod tailpiece that feels like truth, justice and the American way writ in metal.

"This is nothing like I thought it would be like," says Lance Knorr as he crawls inside the B-17 with his camera.

Knorr, 33, is a postal worker and a WWII history enthusiast who brought his wife and daughter to see the planes. His father's birthday, he explains, is on Dec. 7. They were cutting the birthday cake as the radio announced the bombing of Pearl Harbor.

But sometimes the reasons we make choices, even hard ones, aren't so clear. Jim Harley, 34, flies these beauties for Collings. He uses his own savings to pay his bills. Unlike Harley, most of the pilots are of retirement age.

"I sold my house and my business," Harley says to me. Then: "My fiancé and I broke up." He shrugs, creasing the shoulders of his leather bomber jacket.

Why, though? Why put your life on hold to barnstorm in a world that doesn't really know what it is?

Like most pilots, just flying consistently would probably be enough. But then, there's the vets who pull up a chair next to a plane and tell stories that maybe they've never told before.

"This opens up a lot doors for them," he says. "It can be very emotional."

Some veterans walk away from the planes. Even 60 years later, they've had enough of war.

"And that's OK, but you don't want them to go to the grave with (the stories). You want to keep them alive."

All we can see is sky.

• • •

It's about 1:40 p.m. I'm on a cushion at the back of the plane, secured by what looks like a 60-year-old seat and shoulder belts.

The noise of the four idling engines sounds like the creation of Creation. Even with earplugs.

"Are we moving?" I shout to Daily News photographer Tristan Spinski.

He strains against the belts to peer past the machine guns on either side of the compartment. He may have meant to say more, but in this cacophony, he simply shrugs.

Then we slip into the air as if on silk ribbons.

Flight engineer Patenaude, 32, taps closed fists — thumbs out — to signal we can get up.

Standing, however, is something of an acquired skill in the B-17, which is not pressurized and which, at higher altitudes, could expose crews to frostbite. Right now, I'm more concerned about impaling myself on something pointy (which everything is). I hold on to one of the ubiquitous hull green supports.

Don't touch anything red, warns Patenaude. Don't grab these — he means the yards and yards of cables that run along the ceiling — or you'll be flying the plane. (The B-17 plane has no hydraulics: It runs on pulleys, cables and upper body strength, Harley says.)

"I'm not saying anything," Patenaude yells to me as I take tentative steps into the next compartment. "But it looks like it's going to be rough. If anyone feels woozy ..."

I believe he means me.

"... there are sick sacks over there."

He points to a green bag hanging on the wall, stenciled with the words "Oxygen Masks."

I nod and trudge over, ignoring the bags, to examine the machine gun, which feeds the tail of a belt of ammunition into a long plywood box. Inside, there's a Looney Tunes lunch box and a couple of bottles of oil. As the plane banks, the high rises of Fort Myers swim, eerily, into the crosshairs.

There are moments of weightlessness and the sky grabs into your belly to remind you that perhaps you shouldn't be here. To avoid falling, I walk very slowly, strategizing every step, especially when I pass over an ersatz bridge over what looks like bomb shells right out of "Dr. Strangelove." The walkway is less than 12 inches wide.

By the time I reach the turret behind the cockpit, I've slammed by head on supports nine times. That's despite walking crouched or, sometimes, crawling. Total number of head bangs for the roughly 30-minute ride: 33.

Out the window, the B-25 flies silently. For a moment, I thought of all those years of "World at War" my father made me watch. Or "Patton," the first movie I ever saw. In that moment, I'd experienced something my dad, for all his obsession, had never seen.

Maybe never would.

I slide down a compartment below me and into the forward gun turret, the glass-and-steel penthouse of the Flying Fortress. A squat chair is bolted to the floor with easy access to the guns. I look at the green water, and the way we pass speedboats like they're standing still.

We're "beatin' up the town," Patenaude says. That is, advertising in the sky.

It's beautiful and strangely peaceful up here. And hard to remember that this machine was made for destruction, not pulling past the acres of lanais and pools, terra cotta roofs and interlaced fingers of water and land.

When we land, it's seamless, like the reunion of land and wheels is preordained. A line to see the plane has bunched up at the terminal.

I breathe, but somehow it's different.