 The original production budget was set at $ 25 million , but rose to $ 40 million . This happened after Disney became impressed with the dailies ; " they realized this was a bigger movie than they were anticipating " , Johnston explained , " and they approved <unk> . It never got completely out of control . " An abandoned World War II runway at the Santa Maria , California airport set the scene for the fictional Chaplin Air Field . Additional scenes were shot at Bakersfield . For the air circus scene , 700 Santa Maria extras and 25 vintage aircraft were employed . Aerial coordinator Craig Hosking remarked in an interview , " What makes The Rocketeer so unique was having several one @-@ of @-@ a @-@ kind planes that hadn 't flown in years , " including a 1916 Standard biplane and a Gee Bee Model Z racer . The sequence where Cliff rescues Malcolm was adapted shot @-@ for @-@ shot from Stevens ' comic book . 
