Burrell Upshaw remembers when he got the call that changed his life as a 20-year-old in the fall of 1942.
Like many members of the Greatest Generation, Upshaw fought in the war to do what was right and expected.
“Well, you didn’t like it, but it was something that you had to do,” Upshaw recalled. “You took the orders and went. I was glad to go and fight for the country. I didn’t want to get turned down.”
That attitude and spirit, along with a sparkle in his eyes, still shine today for the 99-year-old Upshaw as he reflected on his service with Company F, 398th Engineer Combat Battalion of the U.S. Army from 1942-1946. His unit fought in one of the most pivotal battles of World War II – the Battle of the Bulge from December 16, 1944, to January 25, 1945.
Upshaw and two other young men from Paducah left in the fall of 1942 with orders to attend two training camps before they were shipped to fight overseas in World War II. After their time at the first camp, Upshaw didn’t see the others until they all returned home to Paducah after the war.
Upshaw rode the majestic former ocean liner, the Queen Mary, across the Atlantic Ocean. During World War II, the Queen Mary was converted from an ocean liner to transport for soldiers and was dubbed the “Gray Ghost.”
“It was so crowded,” he said. “It took us five days to get from New York to Scotland.”
At just 20 years old, Upshaw didn’t realize when he landed overseas what faced him in the years to come. During his time with the 398th, he helped to build hospitals and barracks as part of an Army construction crew, and he rose through his ranks to become a squad leader and sergeant.
His unit moved from Scotland to France and then to Germany to begin the move toward the lines of what became the Battle of the Bulge.
“I didn’t like France to start with,” he said. “When we left to ship out, we were supposed to have had a lot more clothes. All I had was what I had on and a field jacket. Our hands froze. We got ready to leave France, and it came up a big snow. All our equipment and stuff got off into the ditches, and it took a while to get organized and ready to go.”
The conditions in which they fought were brutal. He remembers spending hours in a foxhole, and men slept against trees. The men had C-Rations for their meals. Conditions were dire.
“It wasn’t good,” he said. “You had to be very quiet. The commander one morning said, ‘I didn’t want to see anyone light a cigarette to give anything off.’ You didn’t do a lot of talking, and you had to stay as quiet as you could. Most of the time, we were in a foxhole where we could stay safe.”
Yet, Upshaw had his moments where he did talk. His spunk got him into trouble once when a commanding officer told him and his unit to march across a field and pick up items. One of those discarded items was a cigarette butt, but Upshaw was busy looking at big trucks along the way.
“He said, ‘Get down there and pick up that cigarette, and I said, ‘Pick that cigarette up yourself,’” Upshaw recalled. “Well, he never said any more to me. When we got back to camp, he told everyone to go read the bulletin board. I went over there and looked. I had three days of work – KP, guard duty, and something else. So I kind of learned to keep my mouth shut.”
Just by looking at photos of a young Upshaw, it’s apparent that he had spunk and spark, and he still does to this day, his wife Robbie said.
Upshaw returned home from the war on a medical discharge because of his asthma. After the war and returning to Paducah, he worked at the Paducah Gaseous Diffusion Plant and at Harper Construction. He also worked at Roth Funeral Home and the Courtyard by Marriott Hotel.
“I’m proud to be a veteran,” he said. “I think every young boy ought to serve some time in the service. You can learn a lot about how to live.”
The service taught him an incredibly hard work ethic. He said he always worked hard, went to bed early, and got up early. He has two sons – Buddy, who lives in Paducah, and Tim, who lives in Kingsport, Tennessee, five grandchildren, and ten great-grandchildren.
Upshaw retired four times and has survived nose cancer and two heart attacks.
His secret to a long life? Peanut butter and oatmeal raisin cookies.
At 99, that’s a sweet piece of advice. He will turn 100 on March 11.



