The discovery of superfluidity in ³He had its origins at Los Alamos National Laboratory where Ed Hammel,  who was in charge of keeping their tritium source clean,  decided to liquify the ³He he had been collecting.  He published his resulting measurement of the ³He vapor pressure vs. temperature.  Thus began a world-wide study of this unusual Fermi fluid, for ³He atoms have a net spin of 1/2 and are therefore Fermi particles.  Speculation that liquid ³He might condense into a BCS superfluid was first published soon after the publication of the BCS theory in 1957, suggesting a superfluid transition temperature of order 80 mK.  Within a decade the Fermi-liquid properties of liquid ³He were well established,  but measurements down to 0.002K by John Wheatley's group at the University of Illinois found no evidence of a phase transition in the liquid.  When David Lee decided to use compressional cooling, first suggested by Pomeranchuk, to study ³He,  it was to look for nuclear spin ordering in the solid, not superfluidity in the liquid.  This lecture traces the series of events that led to the discovery of superfluidity in liquid ³He at 2:40 AM on April 20, 1972  in the basement of Clark Hall at Cornell Univerity.  I was there.