The 384^th Bombardment Group (Heavy) was activated on 1 December 1942, at Gowen Field, Idaho. Training commenced at Wendover, Utah, on 2 January 1943, and continued there through 1 April 1943. The unit then moved to Sioux City, Iowa, for final training. The ground unit left for Camp Kilmer, New Jersey on 9 May 1943, sailing on the Queen Elizabeth on 27 May 1943, arriving in Greenock, Scotland on 2 June 1943. The aircrews left Sioux City with their new B-17Fs for Kearney, Nebraska on 3 May 1943, and then continued to the United Kingdom via Bangor, Maine, Goose Bay, Labrador, and Gander, Newfoundland. One B-17 ditched in the Atlantic but the crew was rescued. The first aircraft arrived in England on 25 May 1943.

The 384^th established its home at Grafton Underwood Airfield, Station 106, Northamptonshire, England. Combat training continued through June, and the group flew its first operational mission on 22 June 1943. Between 22 June 1943, and 25 April 1945, the 384^th flew 316 missions, 9,348 sorties, and dropped 22,415 tons of bombs on targets in Germany, France, Poland, Belgium, Czechoslovakia, and Holland, becoming one of the most heavily decorated Air Force Groups during WWII. Enemy aircraft accounted for by the 384^th included 165 aircraft destroyed, another 34 probable, and 116 damaged. The 384^th dropped the last bombs of the 8^th Air Force in WWII. Interestingly, the first and last combat missions flown by the 8^th Air Force during World War II were flown from Grafton Underwood Airfield.

The Group lost 159 B-17s and 1625 men, of whom 1579 men were lost on combat missions. Combat aircrews considered themselves very lucky if they survived their missions, becoming members of the "Happy Warriors Club" as a result. Sometimes a single B-17 in a formation was subjected to dozens of ME-109s or FW-190 German fighter attacks. At times the anti-aircraft FLAK was described as, "So Thick You Could Get Out And Walk On It".

The men of the Group earned three Distinguished Service Crosses; fifteen Silver Stars; over 1000 Distinguished Flying Crosses; hundreds of Purple Hearts; and over 5000 Air Medals. In addition, six ground crew members were awarded the Legion of Merit, and others received the Bronze Star. For the Group's efforts they received Distinguished Unit Citations for missions flown on 11 January 1944 and on 24 April 1944.

Col. Budd J. Peaslee - 18 December 1942 to 6 September 1943

Col. Julius K. Lacey - 6 September 1943 to 23 November 1943

Col. Dale O. Smith - 23 November 1943 to 24 October 1944

Lt. Col. Theodore R. Milton - 24 October 1944 to 16 June 1945

Lt. Col. Robert W. Fish - 17 June 1945 to 18 October 1945

8^th Bomber Command, 1^st Bomb Wing : June 1943

8^th Bomber Command, 1^st Bomb Division, 41^st Combat Bomb Wing: 13 Sep 1943

8^th Air Force, 1^st Bomb Division, 41^st Combat Bomb Wing: 8 Jan 1944

8^th Air Force, 1^st Air Division, 41^st Combat Bomb Wing: 1 Jan 1945

With the cessation of hostilities in May 1945, the 384^th become involved in The Green Project, which was an effort to transport US soldiers back to the USA as soon as possible. The group left Grafton-Underwood, England, and relocated to Istres, France, shuttling building supplies, personnel, and civilians across the European continent. The 384^th was Inactivated in France in 1946.

Between 16 July 1947 and 27 June 1949, the group was redesignated the 384^th BG (Very Heavy) at Nashville, Tennessee, and became a reserve unit. During 1954-1964, the 384^th< was active as a B-47 Wing at Little Rock AFB in Arkansas. On 1 December 1972 the 384^th Air Refueling Wing arrived at McConnell AFB in Kansas and joined the 91^st Air Refueling Squadron. McConnell also included the 381^st Missile Wing "Titan II" ICBMs in the 70s and 80s. In June 1983, Air Force officials selected McConnell to be one of the future bases for the B-1B Lancer bomber. The KC-135R, a re-engined,quieter, more fuel efficient version of the "Stratotanker", was received by the 384^th Air Refueling Wing in July 1984. The 384^th Air Refueling Wing became the host wing on 5 June 1985. By 5 August 1985, McConnell became the only Air Force base to be equipped completely with R-model aircraft for its refueling operation. The 381^st Strategic Missile Wing ended the Titan II operations and was inactivated on 8 August 1986.

The base took its first steps back toward bomber operations after nearly a quarter century with the redesignation of the 384^th Air Refueling Wing as the 384^th Bombardment Wing (Heavy) on 1 July 1987. Bombers joined the tankers of the 384^th as the 28^th Bomb Squadron at McConnell in 1987. The new wing became one of only four B-1B units in the Air Force with the arrival of its first B-1B Lancer aircraft on 4 January 1988.

The 384^th BW(BG) was again inactivated in May 1994 and the 28^th Bomb Squadron transferred to the 7^th BW at Dyess AFB, Texas.