This interview reviews his personal and professional life and was conducted as part of a study of the history of the Smithsonian Astrophysical Observatory during the tenure of Fred Whipple, 1955-1972. Topics include his childhood and education, including his undergraduate years at Georgia Tech and his entrance to Harvard for graduate study in physics; his advisors included Gerald Holton, Max Krook, George Carrier; his choice to work in stellar atmospheres; collaboration with Krook and Owen Gingerich; completing his PhD from Harvard; hired at the Stellar Theory Division at SAO; SAO under Whipple; impressions of joint program between Harvard and Smithsonian; teaching activities; extensive discussion of Celescope, calibration issues, and the challenges of analyzing the data and the production of the catalog of UV stellar colors; continued refinement of stellar atmospheres techniques and the changing knowledge of theoretical energy distributions mitigate the value of Celescope data; role of Celescope staff, mainly Robert Davis, in processing; Nancy Roman's role in OAO and suggestion to close down Celescope; relations between HCO and SAO and between Leo Goldberg and Fred Whipple; Steve Strom and early development of optical astronomy at SAO; deteriorating relations between Harvard and SAO and the formation of the Center for Astrophysics.