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In his days as a Hollywood illustrator, Will Williams created posters depicting movie heroes in their fictional roles. But his dream is to draw some real-life heroes -- spies in action -- to depict their exploits in a national intelligence museum.

Mr. Williams, 73 and living in recent months in Joppatowne, is no stranger to the undercover life. As a captive German soldier, he was recruited in a prisoner-of-war camp to work for the OSS -- the Office of Strategic Services, forerunner of the CIA.

Despite several false starts, and hopes of Mr. Williams and other former "spooks," the project has languished since 1983 when Congress authorized the National Historical Intelligence Museum -- without providing funds or a site.

The museum proposal provides for a studio where Mr. Williams would do illustrations of "Secret Agents in Action," based on historical narratives and records of espionage and undercover missions of which there is no photographic record, from the American Revolution to Desert Storm.

"It has become an obsession with me," Mr. Williams said.

Geoffrey M. T. Jones, president of the OSS Veterans Association, attests to Mr. Williams' artistic talent and at least some of the tales he tells of the war years.

The problem is that, while Mr. Williams' adventures in the OSS were real enough, the passage of half a century, the romanticism, and perhaps a bit of the natural deception common to the spy business have led to variances between his version of events and accounts given by some former superiors.

But this outline emerges: He was an artist in Germany before being drafted into military service. He ended up in a POW camp in Italy. There, an OSS operative -- Barbara Lauwers Podoski, now 80 and living in Washington -- recruited him for a supersecret exercise called "Operation Sauerkraut," in which a band of Germans distributed anti-Nazi propaganda.

Sedgewick Tourison of Crofton, a Vietnam-era intelligence specialist writing a book about "Sauerkraut," said it was one of the most successful OSS psychological warfare operations of the war. Among others, he has interviewed Mr. Williams and Mrs. Podoski, and said his research shows it led to the collapse of German positions in many areas.

Mr. Williams left the OSS in Rome in 1946 and resumed his career as a movie illustrator. Until 1959, he worked in Italy and Germany for European and American film studios, then immigrated to the United States to do movie, magazine and paperback book art in New York and Hollywood. He became a naturalized citizen in 1967.

His work has included a series of paintings of western movie stars for director John Ford, another OSS alumnus, and for Gene Autry's Western Museum in Glendale, Calif. He also did illustrations for "A Future Undersea City," an exhibition by Jean Michel Cousteau, son of undersea explorer Jacques Cousteau, on the liner Queen Mary permanently berthed at Long Beach, Calif.

The artist's first involvement with his wartime comrades was in when he contacted Mr. Jones seeking addresses. Mr. Williams learned about the museum project and soon was named art director.

Much of his efforts since have focused on the proposed museum -- so much so that his resources are becoming depleted. "I did not expect it to take so long," he said.

After briefly opening a studio in Cocoa Beach, Fla., Mr. Williams moved with two friends to Joppatowne in November -- in part, he said, because it was more affordable and convenient to Washington.

However, without some progress on the museum project, Mr. Williams said, he may return to Europe to make his living by striking a deal to reprint some of his 900 copyright movie posters for collectors.

"Hollywood is out of the question," he said, because so few movies are being made these days and the illustrations for them are made by using photographs and computers.

The museum project's leaders, who include former top military and civilian intelligence figures, said that with reductions in the size of the federal government, they hope the General Services Administration will release 10,000 to 12,000 square feet for the museum in Washington, preferably near the Smithsonian.

"The GSA manages the equivalent space of 20 Pentagons in Washington, 73 million square feet," said a former senior intelligence officer who, like some of his colleagues, asked not to be named.

"I think the museum will be an attraction on the international level," said the officer, who worked in the OSS and later for the CIA.

"I don't think we can raise a dime unless we can point to a building," said retired Air Force Maj. Gen. John Morrison, 77, former National Security Agency deputy director and president of the Security Affairs Support Association, the intelligence officers alumni association.

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