309th Aerospace Maintenance and Regeneration Group The 309th Aerospace Maintenance and Regeneration Group ( AMARG ) , often called The Boneyard , is a United States Air Force aircraft and missile storage and maintenance facility in Tucson , Arizona , located on Davis - Monthan Air Force Base . AMARG was previously Aerospace Maintenance and Regeneration Center , AMARC , the Military Aircraft Storage and Disposal Center , MASDC , and started life after World War II as the 3040th Aircraft Storage Group . AMARG takes care of more than 4 , 400 aircraft , which makes it the largest aircraft storage and preservation facility in the world . An Air Force Materiel Command unit , the group is under the command of the 309th Maintenance Wing at Hill Air Force Base , Utah . AMARG was originally meant to store excess Department of Defense and Coast Guard aircraft , but has in recent years been designated the sole repository of out - of - service aircraft from all branches of the US government . History . AMARG was established in 1946 as the 4105th Army Air Force Unit to house B - 29 and C - 47 aircraft . Davis - Monthan Air Force Base was chosen because of Tucson ' s low humidity , infrequent rainfall , alkaline soil and high altitude of , reducing rust and corrosion . The hard soil makes it possible to move aircraft around without having to pave the storage areas . In 1948 , after the Air Force ' s creation as a separate service , the unit was renamed the 3040th Aircraft Storage Depot . In 1965 , the depot was renamed the Military Aircraft Storage and Disposition Center ( MASDC ) , and tasked with processing aircraft for all the US armed forces ( not just the Air Force ) . The U . S . Navy had operated its own boneyard at Naval Air Station Litchfield Park at Goodyear , Arizona for Navy , Marine and Coast Guard aircraft . In February 1965 , some 500 aircraft were moved from Litchfield Park to Davis - Monthan AFB . NAS Litchfield Park was finally closed in 1968 . In the 1980s , the center began processing ICBM s for dismantling or reuse in satellite launches , and was renamed the Aerospace Maintenance and Regeneration Center ( AMARC ) to reflect the expanded focus on all aerospace assets . In the 1990s , in accordance with the START I treaty , the center was tasked with eliminating 365 B - 52 bombers . The progress of this task was to be verified by Russia via satellite and first - person inspection at the facility . Initially , the B - 52s were chopped into pieces with a 13 , 000 - pound guillotine winched by a steel cable , supported by a crane . Later on , the tool of choice became K - 12 rescue saws . This more precise technique afforded AMARG with salvageable spare part s . In May 2007 , command of AMARG was transferred to the 309th Maintenance Wing , and the center was renamed the 309th Aerospace Maintenance and Regeneration Group . Storage procedures . There are four categories of storage for planes at AMARG : AMARG employs 550 people , almost all civilians . The facility is adjacent to the base . For every $ 1 the federal government spends operating the facility , it saves or produces $ 11 from harvesting spare parts and selling off inventory . Congressional oversight determines what equipment may be sold to which customer . An aircraft going into storage undergoes the following treatments : The Group annually in - processes an undisclosed number of aircraft for storage and out - processes a number of aircraft for return to the active service , either repainted and sold to friendly foreign governments , recycled as target or remotely controlled drones or rebuilt as civilian cargo , transport , and / or utility planes . There is much scrutiny over who ( civilians , companies , foreign governments ) and what kind of parts they may buy . At times , these sales are canceled , the Air Force for example reclaimed several F - 16 ' s from AMARG for the Strike Fighter Tactics Instructor Courses which were originally meant to be sold to Pakistan , but never delivered due to an early - 90 ' s embargo . Accessibility . AMARG is a controlled - access site , and is off - limits to anyone not employed there without the proper clearance . The only access for non - cleared individuals is via a bus tour which is conducted by the nearby Pima Air & Space Museum . Bus tours are Monday through Friday only . Use in movies and TV . AMARC has also been site of filming for scenes in several movie and television productions , despite the rather heavy security of AMARG and the base in general . The most recent and notable of these is " " . The exterior scenes of the Smithsonian set were actually filmed in the Boneyard . The background of several shots can be clearly recognized while looking toward the fence - line from one of the major streets that run along the perimeter . Other works include the 1991 movie " Harley Davidson and the Marlboro Man " ; the music video for Tom Petty and the Heartbreakers ' song " Learning To Fly " ; and various other productions , including a brief shot in " Baraka " . The Boneyard was also featured in an episode of TNT ' s " The Great Escape " . In it , contestants had to find their way out of the maze of planes and equipment .