Early education and career; graduate training at Caltech, with Charles C. Lauritsen's group; collaboration at Kellogg Laboratory, structure of Caltech physics department after 1939. Relationships with J. Robert Oppenheimer and Lauritsen. Fowler's and Caltech's war work, Lauritsen's role in setting up Office of Naval Research (0NR) for federally funded postwar research. Postwar career at Caltech; federal funding for research, relationships among Caltech, Jet Propulsion Lab and ONR. Work through 1950 in nuclear physics, astrophysics, element synthesis in stars, influence of Hans A. Bethe, Jesse Greenstein; Ira Bowen/Lauritsen seminars; astronomical observations. Fellowship to Cavendish Laboratory, 1954-1955; beginning of collaboration with Frederich Hoyle and Geoffrey Burbidge; return to Caltech, further work on stellar element synthesis with Burbidges, personalities of G. Burbidge and F. Hoyle; contemporary views on cosmology. Work in realistic astrophysics in the 1960s; continuing collaboration with Hoyle; position of Caltech and Kellogg Lab in physics and radio astronomy, work on government committees. Concludes with highlights of career. Also prominently mentioned are: Margaret Burbidge, Horace Richard Crane, Albert Einstein, Richard Phillips Feynman, Robert Andrews Millikan, Martin Ryle, Edwin Ernest Salpeter, Leonard Schiff, Maarten Schmidt, Hans S ss, Kip S. Thorne, Richard Chace Tolman, Merle Antony Tuve, Harold Clayton Urey, Ernest Watson, Ward Whaling; National Science Board (U.S.), National Science Foundation (U.S.), Ohio State University, and University of Cambridge.