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POWNAL — One is Polish. The other is Irish. One grew up in the streets of Chicago. The other hailed from just outside Boston.

If they were like many World War II veterans, Frank Maciejewski and Larry Burns would be but distant memories to each other by now -- a couple of guys who became close friends while stationed on an air base in England, only to go back to different area codes and different lives after the war ended.

Yet here they sat in Larry's living room Friday morning, face to face for the first time in more than 30 years.

"He was a great soldier," said Larry, who just turned 88.

"We were like brothers," said Frank, who's a few months shy of 90.

And this, they both know, is their last hurrah.

They met in 1943 at the Army Air Force Base Depot 2, a clearinghouse for the bombers, fighters and support planes that, at the time, were the backbone of the Allied effort to break Hitler's grip over the European continent.

Larry, then 20, was a corporal in the Army's Eighth Air Force, trained as both a gunner and an engine mechanic.

Frank, then 23, was Larry's sergeant and also a mechanic.

Larry slept in the top bunk.

Frank had the bottom.

Larry got up early every morning and made a beeline for the chow hall.

Frank would take a half-hour's extra shut-eye over breakfast any day of the week.

Larry, every day of the week, brought Frank back a steaming cup of joe.

Frank, who couldn't lose with the cards or dice, often would dump his winnings on Larry's bunk and say, "Here, do something with this."

Signs of war were everywhere.

One morning in August 1944, a B-24 Liberator approaching the air base lost power and crashed into a school in the nearby village of Freckleton. Sixty-one people died, including 38 children.

"Everyone in the town of Freckleton lost a child that day," said Larry.

Many other days, crippled aircraft would make it to the field -- but before the repair crews could get to work, the human remains first had to be removed.

"I saw people being washed out of tail-gunning positions," Larry said. "Just like hamburger."

Then there's the piece of shrapnel doctors discovered just 20 years ago in Frank's upper chest. It was news to him.

"I remember getting scratched and wiping the blood off" during an air raid, Frank said. "But where (the shrapnel) come from, I have no idea."

Still, compared with their comrades on the front lines, Frank and Larry had it pretty good.

Larry met a British girl named Joan Kathleen Smith at a dance one night ("She was like a movie star -- a beautiful girl") and one day told Frank he was going to marry her.

"That's your problem," replied Frank. "Not mine."

But after Larry married Joan and she gave birth to the first of their three children, it was Frank who became the boy's godfather.

It was also Frank who, in late 1944, heard that Larry had been pulled from their unit and assigned to the first wave of reinforcements headed for the Battle of the Bulge.

"They dressed us up with bayonets and rifles," Larry said. "And as I took my first step onto the C-47 (transport plane), I heard my name called."

It was a master sergeant named Duffy. Without explanation, he told Larry to get off the plane, go back to headquarters and take off his battle gear.

"This guy did it for me," Larry said, pointing at Frank. "He got me off that aircraft."

"I just couldn't see him going," Frank said. "I told Duffy, 'I hate to see that guy go.' He was my brother!"

And those who did go?

"Most of them were slaughtered," Larry said.

They eventually did make it to France and then Belgium, where they watched in horror one day as their troop train -- a string of "forty-and-eights" (boxcars) with hay on the floors -- passed what was left of a concentration camp.

"I remember (the soldiers) all had...