William J. Nicholson grew up in Chicago, with a strong interest in aviation and aeronautics. During the Manhattan Project he worked as an assistant at the Met Lab. He then served in the Army Air Force. In this interview, Nicholson discusses his childhood and school years spent in Chicago. He then explains how he joined the Manhattan Project out of high school. He recalls the secrecy of the work, and describes working with and machining uranium and other metals. Nicholson remembers Edward Creutz, Enrico Fermi, Walter Zinn, and other scientists he worked with. He explains why he wanted to leave Manhattan Project work to join the Air Force, and describes flying bombers over Europe and being shot down by the Germans. He ends by discussing his life and career after the war.