Art Chester sold the "Jeep" and arrived at the 1938 National Air Races with a new mid-wing speedster. The ship was named the "Goon" (Chester named his ships from characters in the "Popeye" comic strip) and it packed a six cylinder Menasco Buccaneer engine as the powerplant. The lines were sleek and every portion of the plane was completely streamlined. It was equipped with a two position French Ratier controllable pitch propeller of the same type used by Michel Detroyat on his French Caudron in 1936. Prior to receiving the prop, Chester had mounted the engine so that it would turn clockwise. Upon delivery of the prop, he found that the French had changed the twist to conform with our engines, so the necessary changes had to be made.

The wing was cantilever in design, constructed of spruce, covered with plywood and then in turn covered with fabric. This was also true of the tail surfaces. The landing gear was fully retractable and operated manually. The wheels retracted into the fuselage, actuating the doors which enclosed the gear, thus leaving a smooth surface on the underside of the fuselage. The wing span was 18 ft. 6 in. and the length 2Q ft. 6 in. The same familiar cream color as was used on the "Jeep" was used on the "Goon" and the race number 5 was added for the Nationals.

The little ship proved to be a worthy successor of the "Jeep". It placed second in the Greve Trophy Race with a speed of 250.42 mph finishing behind Tony Le Vier in his Keith-Rider with less than one mile per hour difference in the speeds. During the early laps Tony and Art fought it out, changing spots at every lap. Chester developed an oil leak which smeared his windshield, causing him to cut No. 2 pylon. As he re-circled it, he ended up a half lap behind. At this point Le Vier, thinking he had a safe lead, throttled back to save his engine for the Thompson. He was not aware of the little cream job closing in on him until it was almost too late to pour on the coal. He did spot Chester in time and went on to win the race, but by a very narrow margin.

In Thompson Trophy Race Chester didn't fare so well. He was in faster company, of course. Earl Ortman in his Marcoux-Bomberg, Roscoe Turner in his Turner-Laird, and Steve Wittman in his "Bonzo". For 20 laps Chester managed to hold fifth place, right behind Leigh Wade in the Military Pursuit, a development of Frank Hawks' racer. Then the Ratier propeller again started to throw oil and Chester had to drop out.