A look at the founding of PPPL, which began in 1951 as Project Matterhorn S (S for Stellarator). I shall discuss the principal people who were involved (Lyman Spitzer, John Wheeler, and others), the original close linkage between the plasma physics team and the H-bomb team, and the temper of the times that made it all possible. My perspective is based in part on my having been there at the beginning.