The Art of Making Money

Art poses in front of the Bureau of Engraving & Printing in Washington, DC. The shot was taken during a spending trip. - Credit: Art Williams Jr.
Art poses in front of the Bureau of Engraving & Printing in Washington, DC. The shot was taken during a spending trip. - Credit: Art Williams Jr.

This story was originally published in the July 28, 2005 issue of Rolling Stone.

It takes Art Williams four beers to summon the will to reveal his formula. “The paper is everything,” he says as he sits in the living room of his nondescript apartment near Chicago’s Mid­way Airport. A jet booms by, he swigs deeply on his beer, waits for the noise to die, then speaks.

“I’ve never shown anybody this before,” he says. “You realize how many people have offered me money for this?”

Some men — he won’t say who — once offered him $300,000 for the recipe, he says. They promised to set him up in a villa anywhere in the world with a personal guard. It’s easy to picture him sitting on a patio near the Caspian Sea surrounded by bucket-necked Russian gangsters — with his high, planed cheekbones and pumped-up physique, he’d fit right in with an Eastern European oper­ation. But it’s also easy to think he’s full of shit, because he’s a born hustler in the street-swaggering Chicago tradition.

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“My friends are going to hate me for telling you,” he says, sighing, then shuffles off toward the kitchen. Down the hall come rumblings of opening drawers, cab­inets and, finally, the crackle of paper.

A moment later, Williams returns with scissors, three plastic spray bottles and a sheet of what looks like a cheap, gray-white construction paper that kindergarten teachers hand out at craft time.

“Feel how thin it is,” he whispers, handing me a sheet.

Rubbing the paper between my thumb and forefinger, I’m amazed at how authentic it already feels. “That’s nothing,” he says. “Just wait.”

He cuts two dollar-size rectangles from the sheet, apol­ogizing that they are not precise cuts (they’re actually al­most exactly the right size). Then he sprays both cuts with adhesive, his wrist sweeping fluidly as he presses the applicator. “You have to do it in one motion or you won’t get the right distribution,” he explains. After he deftly presses the sheets together, avoiding air bubbles, we wait for it to dry. “I always waited at least a half-hour,” he says. “If you push it, the sheets could come apart later on. Trust me — you don’t want that to happen.”

Another beer later, he hits both sides of the glued sheets with two shots of hardening solution, then a satin finishing spray. “Now this,” he says before applying the final douse, “is the shit.”

Five minutes later, I hold a twenty-dollar bill in one hand and Art Williams’ paper in the other, eyes closed. I can’t tell them apart. When I open my eyes, I realize that Williams’ paper not only feels perfect but also bears the distinctive dull sheen.

“Now snap it,”Williams commands. I jerk both ends of the rectangle. The sound is unmistakable: It is the lovely, husky crack made by the flying whip that drives the world economy— the sound of the Almighty Dollar.

“Now imagine this with the watermark, the security thread, the reflective ink — everything,” Williams says. “That’s what was great about my money. It passed every test.”

At thirty-two years old, Art Williams Jr. is a dying breed. In an era when ninety percent of American counterfeiters are amateurs who use inkjet printers to run off play money that can’t even fool a McDonald’s cashier, he is one of the few remaining craftsmen, schooled in a centuries-old practice. He is also an innovator who combined old-world techniques with digital technology to create notes that were so good an FBI agent is said to have once counted $3300 of his fakes on the hood of a police cruiser, then handed them back. By some estimates, Williams printed about $10 million in nine years, making him one of the most successful American counterfeit-ers of the past quarter-century.

“He put some work into his bills,” says Lorelei Pagano, a counterfeit specialist with the Secret Service in Washington, D.C. “He was more conscientious than a button-pusher. I’d rate his bills as an eight or nine.” (A perfect ten is a counterfeit bill known as a “supernote,” and only one is known to exist: The North Korean government prints it in vast quantities on a $10 million intaglio press similar to the one used by the United States’ own Bureau of Engraving and Printing.)

In many ways, Williams’ story is the story of modern U.S. currency itself. When currency designs radically changed in 1996, he found himself nearly put out of business, then embarked on a Holy Grail quest to replicate the most secure Federal Reserve note ever created: the $100 New Note. That obsessive pursuit would define his criminal career and his life.

Most counterfeiters ultimately become victims of their own success; they grow overconfident, print too much and draw too much attention. But Williams was brought down by something else entirely: family ties. “I got caught because I broke my own rules,” he says, “and I broke my rules because of love.”

The south side of Chicago is as much shorthand for tough childhoods as it is a geographical reference. Bridgeport, where Art Williams grew up in the Seventies, hasn’t changed much since the days Carter Henry Harrison II, the first Chicago-born mayor, called it a place “where men were men and boys either hellions or early candidates for the last rites of the church.”

Williams’ father, Arthur Sr., was a hellion. One of Art Jr.’s earliest memories is sitting in the back seat of the family car and watching his dad and another man rob a truck full of televisions. Art’s mother, a blond beauty from Gainesville, Texas, suffered from bipolar disorder. After she was briefly institutionalized in 1982, her husband left the family for a woman he had been seeing on the side for years. At twelve, young Art and his two younger siblings found themselves fatherless, living in a Bridgeport housing project with a heavily medicated mom.

Art Jr. was a smart kid, a prodigy even. Just before his father left, he skipped two grades, entering Saint Rita’s, a prestigious Catholic high school, at the age of twelve. A teacher noticed he had artistic abilities and suggested he enroll in print shop. The school had a professional-quality Heidelberg press. “It was beautiful, about thirty feet long and worth probably $100,000,” Williams remembers. “I learned some basics on it. I guess you could say it planted a kind of seed.”

Diminishing family finances forced Williams to transfer to Kelly, one of the worst public schools in Chicago. He dropped out after his sophomore year and started robbing parking meters to help support his family. He claims to have had a device that opened every meter in Bridgeport, and used those coins to buy groceries.

When Williams was seventeen, his mom started dating a man who went by the street name “DaVinci.” Williams refuses to reveal his real name, but he says the moniker came from two things: his affinity for drawing and his abilities as a counterfeiter.

“I kinda knew what he did,” Williams said when we took a drive through Bridgeport. “I knew he was a criminal. Everyone in this neighborhood is damn near a criminal.” DaVinci was short, of Italian descent and wore a goatee and a leather beanie — a living portrait of the kind of old-school, aesthetic-minded counterfeiters now all but extinct. He worked alone, plying his trade in an un­derground print shop in Bridgeport and sell­ing batches of fake bills, 100 grand at a clip, probably to criminal connections in Europe.

Once Williams learned of DaVinci’s pro­fession, he quizzed him about it endlessly. At Comiskey Park, while other boys bonded with their dads over the White Sox game, he’d grill DaVinci about ink mixtures and pa­per components. He begged DaVinci to show him the trade, and when the older man refused, Art bought a used two-color press at a printers’ auction and ran off some twen­ty-dollar notes in a friend’s garage. “They were shit,” he says of his first bills. “They had this purple haze to them — I didn’t even try to pass them. I told DaVinci if he didn’t help me it would be his fault if I got caught. It was snotty kids’ stuff.” And it worked.

DaVinci took Williams to his print shop and initiated him into offset counterfeiting, a process that has changed little in a century. It begins with plate-making, and the younger man watched while the master photographed both sides of a real $100 note with an accordion-style process camera. He in­spected the negatives on a light table, pick­ing out two fronts and one back, then masked out the green serial numbers and seal on one of the fronts. He then placed the mas­ter images into a “plate burner,” where high-intensity light sears images onto thin, chem­ically coated aluminum plates. He burned separate plates for the bill face, the back, se­rial numbers and seals. After washing the plates, all that remained were raised images.

While DaVinci worked, he lectured Williams on the fine points and risks of the trade. “If you let your operation get too big, you will get caught,” he warned. “Keep it small and stay in control. If you’re smart, you’ll make some money and get out of it.”

“He was a pure traditionalist,” Williams remembers. “In those days, counterfeiting was something that was handed down through generations. I don’t know who taught him. It was either his father or some­one close, and you could probably follow that chain back hundreds of years. He lec­tured me on the importance of taking pride in the work even if it was criminal. He told me I was one of the last apprentices. I took the knowledge he gave me, and I amplified it.”

When DaVinci and Williams were fin­ished with the plates, they mixed inks — pale green for the background, black for the front, pine green for the back and bright green for the seals and serial numbers. They then fired up DaVinci’s four-color press and “built up” the bills on a pale-green linen paper, using the different plates and inks.

On the final print run, sheets of mint-condition $100 bills emerged from DaVinci’s press like Christmas cookies from an oven. Counterfeiters say that creating money can evoke an intensely pleasurable, almost sexual rush. Williams felt it for the first time watching the finished sheets spill from the press. “Orgasm is a good comparison, but there really aren’t any words for that feeling,” he says. “It never went away for me. Every time was as powerful as that first time.”

When they were finished, Art passed his first counterfeit note to a gas station attendant in downtown Chicago. “When I saw him take the money it gave me a huge sense of power,” he remembers. “For a young kid from the South Side, that wasn’t something I was used to. I was immediately addicted.”

Despite his initial thrill, Williams says he “didn’t have the patience” to jump into counterfeiting immediately, he was entwined in “typical Bridgeport criminal distractions,” which is to say that he and his buddies robbed drug dealers while posing as narcotics officers. Street crime began losing its allure in 1991 when he married his childhood sweetheart, Karen Magers, a tall blonde of Irish and Mexican descent who wanted to become, of all things, a cop.

Magers gave Williams a son, Arthur J. Williams III, named after the father Williams hadn’t seen in seven years. Terrified that a vengeful drug dealer would harm his family, he quit street crime and, unbeknownst to his wife, rented a dank, three-bedroom basement apartment. It became his first counterfeiting operation. He dubbed the place “the Dungeon,” and though he now dismisses those early bills as “caveman stuff,” he was an innovator from the start.

In 1992, less than one half of one percent of counterfeiters used desktop publishing equipment, but Williams realized that digital printing was cheaper and more portable than a full offset shop yet could be just as effective. Instead of buying a process camera and a plate maker for $3,000, he used a bootleg copy of Adobe Photoshop to touch up scans on an early Apple. He ran off his bills on a diazotope blueprint machine — a high-end architectural printer. But digital gear can’t reproduce the faint green background of a bill so he improvised by first running blank sheets of paper through an offset press, using it as a paper tinter before printing details on the diazotope. The result was a “hybrid” bill that was both analog and digital, a marriage of old and new. To keep neighbors from noticing the sickly sweet smell of ink and ammonia from the diazotope, he even rigged a fan-and-duct system.

Williams hustled his first paper stock by paying off a worker at a small Chicago newspaper $300 for a thousand sheets of Royal Linen — an eighteen-pound linen-based paper that did a good job of simulating the seventy-five-percent-cotton, twenty-five-percent-linen formula used by Crane and Company, which has supplied the Treasury Department with currency paper since 1879. On a good run, he could use it to print about $150,000 in counterfeit cash. Another technique he’d later use was to have a lady friend show up at the loading docks of Chicago printing houses, tell workers she was a teacher at one of the city’s schools and ask them to donate stub rolls — the leftover cores of one-ton paper rolls.

To help him find clients and distribute his money, he enlisted friends he’d grown up with in Bridgeport. Sean, an Irish-Italian with a nose for profit, located the buyers, Vito remembers. “I’d hand them out as change to passengers. Nobody ever noticed.”

Within three months of opening the Dungeon, Williams was printing about $50,000 a month and selling it for twenty cents on the dollar. Large overseas rings print a million a month and employ dozens of people, but Williams kept things modest intentionally. “That kept me safe,” he says. “I’d make a lot of money, just live off it and have a great time. Then I’d run out and start again.”

He bought a Pontiac Grand Prix and outfitted it with a high-end Kenwood system and wore $200 Armani shirts for nights on the town. It took only about four days to print fifty grand; the rest of the month was pure freedom. Each weekday, Williams would put on a T-shirt bearing the logo of a friend’s contracting company, and Magers would drop him off at a construction site. He’d wait for his wife to turn the corner, then head over to Taylor Street to meet up with friends. They’d go to a Sox game, play basketball or just party.

“I never knew what he was up to, but I had my suspicions,” says Magers, who is now indeed a Chicago police officer. “He’d always have money, and I’d ask him how he got it. He’d say it was payday, then I’d ask him for a stub, and he’d have another excuse. I was the investigator trying to crack the case! But I just got tired of arguing with him.”

Williams found the double life exciting — until Magers left him in 1993. He was so devastated that he shut down the Dungeon and placed all of his equipment in storage. His mother, who had moved back to Texas, invited him to stay with her, so he headed south, telling himself he would go legit. But Texas was a tough place for a South Side kid to make an honest living.

In Dallas, Williams quickly fell in with a group of five young women enthralled by his good looks and street smarts. He enlisted them in a new scheme: They’d flirt with drug dealers at honky-tonks and drop roofies into their drinks; when the dealers passed out, Williams would rob them blind. One of the girls, Natalie, was a quiet, curly-haired brunette who had been raised a Mormon. “I straight corrupted her,” says Williams with pride. “I don’t think anyone in Dallas is streetwise, but she was hip… she was bad.”

Natalie was also whip-smart — and ambitious. When Williams finally revealed to her after six months of dating that he occasionally counterfeited, she took an intense interest in it. They moved back to Chicago and Williams reopened his print shop, this time without having to hide it from the woman he loved. He and Natalie married in 1995.

As DaVinci had advised, he kept his new operation under control and lived the good life, especially by Bridgeport standards. He had no idea that the risks and rewards of his trade were about to transform as dramatically as U.S. money itself.

Money had already started to change by 1990, the year the Bureau of Engraving and Printing introduced the security thread – the first significant alteration in U.S. currency since 1928. Hold any bill except a $1 bill up to a light, and the thread appears as a vertical strip, with “USA,” the denomination and an American flag running its length. Place that bill beneath an ultraviolet light, and the thread will beautifully fluoresce: red for $100, yellow for a $50, green for a $20 and so on. Its primary purpose is to prevent counterfeiters from “bleaching” the ink off $1 bills and reprinting them in higher denominations, but it had an unforeseen flaw: Because it was embedded invisibly in the same old bill, few even knew it existed. “I never bothered with it at first,” Williams says of the thread. “Nobody ever checked for it. I worried more about the pen.”

The counterfeit detector “pen” — patented only a year after the security thread was introduced – was a felt-tipped marker with a yellow, iodine-based ink that turned dark brown when it reacted to the starch contained in most counterfeit paper. Since currency is starch-free, the ink stays yellow on cash. By 1995, a company called Dri Mark was selling about 2 million pens a year for about $3 each, and major chains like 7-Eleven were using the pens to test all $100 bills. The pen was so effective that Williams started printing $20s and $10s just to avoid it. Then, right when he was adjusting from the advent of the pen, he confronted the greatest challenge twentieth-century counterfeiters have ever faced: the New Note.

In 1996, spurred by the advancing abilities of desktop publishing gear, the BEP completely redesigned the currency, starting with the $100 bill. Many Americans initially scoffed at the new designs, particularly the off-center portraits with their wide, bulbous foreheads. It all smacked of an aesthetic whim by some bureaucrat. In reality, every change came down to anti-counterfeiting.

The larger portraits had far greater detail than the old notes, making it harder for copiers and scanners to resolve every line. The bills had “microprinting” — lettering so small that even the best computer equipment couldn’t perfectly replicate it. New, color-shifting ink on the denomination numbers on lower right-hand corner reflected green from one angle and black from another. Most ingenious was the watermark. Created by subtle variations in paper density, it was invisible unless held in front of a light.

But the greatest strength of the redesign was that it was radical. Suddenly the world was taking a fresh look at U.S. money. In bars, people talked about the new bills, holding them to see the watermark and security thread. For the first time in generations, people were doing double takes of their cash, as if their marriage partner of fifty-six years had just had cosmetic surgery.

That was not good news for Williams. After issuing the new $100, the Treasury redesigned every bill except the $1 at the rate of one a year. Williams knew that he would either have to evolve his product or fall back into street crime. Cracking the New Note became an obsession.

Choosing which denomination to counterfeit was a no-brainer for Williams. The $100 note offered the greatest potential profit, and was the security prototype for every other denomination — if he could crack it, then the entire currency line would be vulnerable. He knew that there could be very little room for error. The new $100s were more scrutinized than any bill ever made. It made the reward all the more enticing.

Williams began reverse-engineering the new note by searching for new paper stock that could pass the pen test. Using false identities, he and Natalie had paper companies send samples by the dozen to a P.O. box, then tested them with the Dri Mark pen. After weeks of disappointment, Natalie made a discovery almost by accident: “Just to show Art that nothing was working, I started marking every piece of paper in the house out of frustration,” she remembers. “I even marked a copy of the Chicago Sun-Times — and it worked! The ink came back yellow.”

Getting the newsprint paper was easy; Williams just went to the loading dock at the Sun-Times’ printing house, waiting until he saw workers about to throw away stub rolls: “They just said, ‘Sure, take them.’”

With the paper problem solved, Williams took on the most difficult challenge: the watermark. Crane creates it during the paper-making process by using a device called a dandy roll; it presses raised images of the portraits into the wet paper pulp, displacing the fibers in a matching pattern. Williams experimented with steaming the paper and scratching a mark into it, but the results were always a marred surface. After months, the solution finally came to him one night in a dream: “I saw two pieces of paper with the watermark sitting between them.” The next morning, Natalie penciled a smoky image of Ben Franklin’s portrait onto some tissue paper, cut it out, and they glued it between two sheets of newsprint. “The moment we saw it we knew it would work,” he says.

The twin-sheet method solved not only the watermark problem but also another issue: the security thread. Because it too was inside the bill, all Williams had to do was print his own threads using fluorescent ink, then insert them between the sheets. The color shifting ink on the “100” in the lower right corner of the bill was also easily over-come, after some trial and error. He found a metallic automobile paint that replicated the black-to-green effect, then had Kinko’s make him a stamp in the same size and font as U.S. currency. He used it to apply the paint.

The final challenge — the microprinting —turned out to be the least bothersome. Though he couldn’t perfect the tiny lettering on Franklin’s collar, he was able to fake the shapes of words by putting in more hours Photoshopping — only scrutiny with a magnifying glass could reveal the difference. A bigger problem turned out to be printing on the Hewlett-Packard 440; it jammed when loaded with the thin newsprint paper and couldn’t apply ink fine enough to create the uniform green background. Williams fell back on his old hybrid process. He used an offset press to color his paper, then glued it to a thick “carrier sheet” that wouldn’t jam the printer. After printing both sides of the bill on separate sheets, it was only a matter of trimming them off the carriers, inserting the thread and the watermark between them and gluing them together. The final touch was hitting them with the gloss, hardening spray and his Kinko’s stamp.

The quality of the new bills was unlike anything he had created before.

“It was scary just looking at it,” Williams says of the first Series $100 he made. “I knew it would change things. I was like the caveman discovering fire.”

The new bills were an instant hit. Within days of showing them off, Sean came back to Williams with orders for thirty cents on the dollar — a premium rate. Some requests were outrageous: $500,000, a million, 2 million. Given the work that went into his new bills, the only way to meet demand would be to hire people, but Williams was wary of letting others in on his recipe. At the same time, he and Natalie were eager to see how far the new $100s could go.

Paranoid that someone would follow him, he moved his shop to a house in Marshall, Illinois, about 215 miles south of Chicago. He and Natalie would drive down once a month and crank out $200,000 in a week, sometimes spending two or three weeks for bigger deals. A perfectionist, Williams routinely found himself taking a match to $20,000 stacks because “they just didn’t look right,” then starting over.

Garbage bags of cash, real and fake, began stacking up in Marshall. Williams started to spend like a fiend. “I would rent a Corvette or a Cadillac for three or four months, pay eight grand and never think twice,” he remembers. He ate at expensive downtown restaurants like Gibson’s three or four nights a week, ordering bottles of Dom Perignon. On nights out with friends, he’d call in a stretch limo, pick everyone up and pay for everything. “I could drop ten grand in a single night, no problem,” he says.

More paranoia came with his increased spending and dealing. He spent thousands at SpyShop USA, a “discreet electronics” store in downtown Chicago, for police scanners, wire detectors and night-vision goggles, so he could look for stakeout cars.

“He was out of his mind,” remembers Vito, his driver. “He came over to my house with this bug detector. I hadn’t seen the guy for months, and he scanned every room.”

He and Natalie began disappearing right after the biggest deals, hitting the road for months at a time. One of the best things about Williams’ note was that its production was portable. Before leaving, they’d print fifty or sixty thousand dollars in bill components, then pack the unassembled faces, strips and watermarks into a box. At night, in the motels, Williams would go into the bathroom and assemble the cash he needed, flattening bills on a portable press with steel clamps.

They roamed the back roads at a leisurely pace all week, lingering in towns they liked. They’d go mountain climbing in Wyoming or hit the beach in Miami. “It was total freedom,” recalls Natalie. “We’d go wherever we wanted and not even pack. We’d just buy clothes or camping supplies along the way.”

On weekends, they went to work cleaning the money at locations that seemed perfectly designed for passing bad cash: strip malls. Disguising themselves, they targeted older, outdoor malls where cameras were scarce. While Art waited outside the stores like a bored husband, Natalie would enter and pay for an item under twenty dollars with a C-note. When cashiers checked for watermarks and security strips, they saw what they expected to, and the real money they handed back was pure profit.

After a good day’s work, they’d have $3,000 in genuine cash and a trunk overflowing with tchotchkes — candles, cheap shoes, books, scarves, hats, junk jewelry, perfume, pocketknives, CDs, neckties, dolls, toys, wine, bath oils and soap. By the time their bogus bills hit the banks on Monday, they’d be long gone. “We had so many damn candles in our house it was pathetic,” remembers Williams. “We couldn’t buy anything more, so we started buying baby clothes and toys. And then we’d go to the Salvation Army or the Catholic Charities of that town and drop it in their box.”

Art and Natalie soon realized they could clean even more money if they brought along additional shoppers. They chose trusted family members and went on weekend spending sprees to the larger cities within striking distance of Chicago. Cincinnati, St. Louis, Indianapolis, Detroit — no Corn Belt town was safe from what quickly became a distinctly Williams brand of family bonding.

Art’s younger sister Mary (not her real name) remembers her brother and Natalie showing up at her apartment in August 2000, asking to stay awhile. She came home from work the next day to find her apartment transformed into a small mint. Art and Natalie were in assembly mode. “Every flat surface had bills drying on it —the dining table, the kitchen counters,” she says. “They had bills hanging on the curtains with clothespins. I never knew that they would put me in the middle of that.”

Mary’s shock quickly faded. A part-time model obsessed with shopping, she found herself handed a wad of bills and told to go do what she loved best. She turned out to be a money-cleaning machine. “I could hit fifteen stores in less than an hour,” she says. “I’d walk into stores all cheerful. I’d talk to the cashiers. The most I made in a day was $5,000. I worked hard. I bought stuff I liked. I have a closetful of clothes I haven’t worn.”

“His money was so good,”Art’s uncle Larry remembers wistfully. “It had the watermark, everything. I had a nice wardrobe. I rolled into town after one trip with $3,200 in my pocket. I couldn’t even close my wallet.” The experience of having his own nephew give him counterfeit bills filled him with guilt for only the briefest of moments. “The thing about it was that it was fun. It was free. It was like God dropped it out of the sky. Did I feel like a criminal? Actually, I didn’t.”

Williams estimates he printed about 4 to 5 million dollars of his New Notes in the first two years, and his money only got better over time. After a year, he decided he didn’t like the brittle feel of the newsprint paper, so he and Natalie called in more samples. One company sent directory paper, the type used in phone books, and the couple discovered it too passed the pen test and felt even more authentic than newsprint. They found a distributor in Texas.

Williams had managed to stay off the Secret Service’s radar largely because he made excellent fakes, contained his production, moved continuously and told few outside his family. Then came February 19th, 2001.

“That was my GoodFellas day. Remember the last part of the movie?” Williams asks, evoking the sequence in which a coked-up Henry Hill dashes around town performing chores for his family and the mob while being shadowed by police helicopters.

Williams woke up before dawn that morning in a Southern state (he won’t say which), where he and Natalie were planning to build “a little fortress where no one would ever find us.” In fact, he had been up late printing $100,000 as payment for the people providing him the land. He had to deliver the money that morning, then drive 500 miles to his shop in Marshall and pick up another $100,000 for a deal with his Russian clients in Chicago that night. To top it off, before heading to Chicago, he and Natalie had to drive another 100 miles to Indianapolis to meet her mom and little sister at the airport. They were coming to town to visit and to take Natalie’s son from a previous relationship to Sears for a photo portrait.

All went according to plan until he met Natalie’s mother and sister in Indy. When Art explained that he had to head on to Chicago, Natalie’s little sister Amy begged to come along. Art didn’t object. In Marshall, he had picked up an extra satchel of $60,000 just to hit the town. Showing her around could be fun. The fact that she was blond, cute and flirtatious didn’t hurt, either.

“Up until that time, me and Amy had gotten very close,” Williams says quietly. We’d never done nothing, but I had taken her out to dinner. Maybe we had talked sexy to each other, nothing real major. You gotta understand that I love my wife.”

Art rented a car for Natalie and her mother, then he and Amy headed for Chicago, where they checked into a suite at the House of Blues Hotel. The Russians came to the room, the deal went down and they all headed downstairs to the club. As the evening culminated, Art and Amy retreated to the hotel room to smoke a joint.

Williams remembers that Amy had just come out of the bathroom wearing a robe, when there was knock on the door. Before he could tell her that it was a very bad idea to open it, four Chicago police officers brushed past her into the room.

They had been responding to a report of loud music, but once they saw the bag of pot on the nightstand, they searched the room. Williams watched, horrified, as one of the officers opened the satchel. At first the cop froze, then he picked up a stack of $100s, took a good look at it and smiled.

“I was busted with $60,000 in counterfeit while in a hotel room with my wife’s semi-naked sister,” Williams declares, shaking his head. “That was not just a bust, it was a double bust. It was ugly.”

Things got even uglier the next morning when city jail guards led him to an interrogation room where he came face to face with his biggest fear: a special agent with the U.S. Secret Service. “The agents saw the money and told us he was definitely the one they’d been after,” recalls Marty O’Flaherty, one of the police officers who arrested Williams and attended his interrogation. “They couldn’t pinpoint where he was at. They told us these were the best bills they’d ever seen.”

Neither Williams nor Amy told the agent anything. At the first court hearing, the district attorney claimed that when Amy opened the door, the police saw the drugs, and therefore had probable cause to search the room. But Williams’ lawyers proved it was a lie — the nightstand hadn’t been visible from the door. The judge dismissed the case on the grounds of illegal search and seizure, and the $60,000 in evidence was burned.

Williams says he doesn’t know why the cops came to his door but believes they never suspected he had money. Natalie took the bust in stride. “I was upset, but I trusted them both, and I know nothing ever happened,” she says. “I was pregnant at the time, and I was more upset at the false arrest.”

Williams had dodged bullets, both legal and personal. But his next encounter with the Secret Service would be far messier.

Chicago was too hot for Williams after the House of Blues bust. He believes the Secret Service began tailing him the moment he got out of jail. He stayed in town just two days and then tried to lose them by taking back roads to Dallas. When an SUV showed up in his rearview mirror there, too, he became severely depressed. Throughout March, he holed up at Natalie’s parents’ house in Lewisville, Texas, waiting for things to cool. One day he found himself engrossed in a TV showing of Over the Top, a sentimental Sylvester Stallone flick from 1987 about a trucker who attempts to rekindle a relationship with the son he abandoned years ago. True to its title, the film is shamelessly manipulative, Afterward, Natalie found Art on the porch, trying to hide tears.

“I hadn’t seen my dad in so many years, and this movie got me all emotional,” he recalls. “I said, ‘Screw it. I’m gonna find him.'”

Natalie punched Art’s dad’s name into an Internet locator site; an address popped up in minutes. Art wrote his dad a letter asking him to leave his number with a friend. Within two weeks, they were on the phone.

It turned out Art Sr. was living in Alaska. He had been bouncing around the state for years, working odd jobs and fixing engines on fishing boats. He had finally retired in Chickaloon, a small town about sixty miles northeast of Anchorage. He was still with Anise — the woman whom he had left Art’s mother for all those years ago.

“We talked back and forth for three days. I didn’t tell him what I did,” says Williams.

Two months later, Williams, Natalie and her son boarded a plane for Alaska. Art Jr. was a ball of nerves by the time they landed. He didn’t know if his old man would recognize him. He’d been a scrawny kid when his dad left; now he was a pumped-up thirty-year-old. He spotted his father immediately and quickly embraced him at the airport.

They talked that entire first night, energized by the midnight sun and the need to bridge twenty years. Williams’ dad told him about working on fishing boats. He neglected to mention that, in 1992, an Anchorage court had convicted him of robbery and burglary, and he’d spent several years in prison.
During that first night, Art’s father asked the inevitable question: So, son, what exactly.do you do to support yourself?

“I told him I made money,” recalls Williams, “and he just kinda looked at me funny, and then I explained that I really made money — counterfeit. He asked to see some.”

Art Jr. had brought $5,000 in bogus bills to Alaska. He handed his father a fake $100 bill. “He got that glow in his face and asked if I could make more,” remembers Williams. “I wish he would’ve said, ‘No, son, it’s time to stop,’ but he didn’t. I looked at it like my dad was interested in something I was doing. I wanted to make him proud.”

Two weeks later, $60,000 was drying in Art Sr.’s backyard shed. His father promised not to tell a soul about the money. The bills were far from Williams’ best. He had to use a thicker paper he bought from a crafts store and didn’t have his offset press to tint it, so the background came out too white. Normally, he also used an HP inkjet from 1995; it provided less definition than newer models, but its colors were more vivid. Unable to find one in Anchorage, he settled for a newer model with a subpar gray scale. He compensated by making a Series 1993 $100, hoping its age would account for the poorer printing. When they tried out the notes in a local mall, nobody seemed to notice.

Flush with cash, Art Jr. suggested that he and his dad travel to Chicago to visit his little sister Mary. They flew to Seattle, rented a car and partied as they dropped fakes across 2,000 miles of back road. “I learned he had a lot of guilt and regret for leaving us,” Williams says of the trip. “He had a lot of love; he just didn’t know how to place it.”

The elder Williams even invited his son and family to stay in Alaska permanently, and Art Jr. immediately latched onto it. Alaska offered the perfect vanishing act; the Secret Service would have no idea where he went. He and Natalie had talked about doing a final series of batches, a monster printing of 4 or 5 million dollars that would take at least six months. Sean could set up a one-time megadeal, then they could be set for life. And when he and his dad got back to Alaska, he discovered he had just the product.

Before leaving on the road trip, Art had already started Photoshopping his next-generation bill: a Series 2001 fifty-dollar note. After he and his dad reunited with Mary in Chicago, he had even shipped a crate of pre-tinted directory paper to Chickaloon. Stuck with the in-laws, Natalie had buried herself in the computer, then found an HP 4450 and finished the fifty.

It was the best fake Williams ever saw.

“It was just perfect,” he says, shaking his head. “After she put on the finishing touches, it sparkled. The lines, the color… I could have spent millions of those.”

Art’s father was equally impressed with the fifty. He was so excited that he even said that he had some friends eager to help pass them. That’s how Art Jr. learned his dad had broken his promise.

Before the road trip, Art Sr. had given Anise about $3,000 of the 1993 fakes and explained how he and his son had turned it into real money by buying cheap items and getting back the change. Within days, Anise had given the fake cash to Vicki and Jim Shanigan, a Native American couple who lived in the nearby town of Wasilla and were trusted old friends. She instructed them to go shopping, purchase whatever items under twenty dollars they wanted and bring back the change and receipts.

“I was so pissed, and sad,” Williams remembers. “That was the only fight my dad and I ever had. I just clammed up and wouldn’t talk to him for a day. Once I knew that others were involved, I knew I had to leave.”

Art Jr. ditched his printing equipment and burned all his paper. He and Natalie had already made about $5,000 worth of the new fifties; the bills were so good he couldn’t destroy them. The pair hit the malls hard in attempt to pass all of it before leaving.

At the same time Art Jr. and Natalie were furiously unloading the fifties, the Shanigans were passing the old $100s. But the Shanigans were amateur passers. On Wednesday, July 11th, they visited the Fifth Avenue Mall, in downtown Anchorage. Cashiers from at least two stores in the mall noticed that the old $100 bills the Shanigans had handed them were slightly hazy and flat to the touch. The couple was still ambling through the mall when cops detained them.

Later that day, U.S. Secret Service Resident Agent Michael Sweazey and Special Agent Robert Clark showed up at Anchorage police headquarters. When they inspected the notes the Shanigans had passed, they were impressed. The bills, Clark later noted in an affidavit, “were of good quality and appeared to be most likely produced by a sophisticated computer, scanner and printer operation. The bills had false security strips and were made of acid-free paper.”

Once the agents separated the Shanigans, each quickly caved and revealed that Anise and Art Sr. had given them the cash and that Art Jr. had made it. Within a day, the Shanigans had enough wires and recording devices on them to launch a radio network.

The next day, Vicki Shanigan called Anise and explained that she and her husband had spent nearly all the $3,000. Anise was thrilled, especially later that day when Jim Shanigan stopped by to drop off the change. “Look how good they’re doing!” she proclaimed to her husband, clueless that the Secret Service was recording every word. Art Sr. was also taped saying he was picking up $20,000 from his son that night.

But there was no pickup that night. When Williams stopped by to see his son, Art Jr. told him he had halted production and was heading back to Texas in a few days. The evening they left, the elder Williams took his son and his family to the airport. It was a strained goodbye.

“After all that time, I finally found him. Now I had no idea when I’d ever see him again,” remembers Williams. “At the same time, I couldn’t get out of there fast enough.”

The following afternoon, the Secret Service arrested Art Sr. and Anise and searched their home. They found no counterfeit money but had both of them on tape admitting involvement. Anise told the agents where they could find her stepson.

Art and Natalie were arrested in Dallas the next day.

In the final heartwarming sequence of Over the Top, Stallone’s son shows up to root for his dad at an arm-wrestling contest in Las Vegas, which he naturally wins. For the Williams family, the contest was U.S. vs. Arthur J. Williams Sr., et al., in an Anchorage courtroom, and the Williamses never stood a chance.

Art Sr. took the hardest hit. Agents had found a rifle and pistol on his property when they searched it — hardly unusual in Alaska but still illegal for convicted felons to possess. The state threw the additional charges at him, and in the end he was able to plea out to only five years, ten months.

Anise decided she would go to trial. The Secret Service has a ninety-nine percent conviction rate, but she was convinced she could beat the rap. She ended up getting five years and is scheduled for release in 2006.

Art Jr. himself got a light sentence considering his estimate that he printed about $10 million in bad bills over the years. Because there was no physical evidence against him — only statements from conspirators — he was able to strike a plea bargain for three years as long as he also admitted passing bills in Texas and Oklahoma. As part of the deal, the feds agreed not to prosecute Natalie. He did his time quietly at the Federal Correctional Institute in Waseca, Minnesota.

The evening Art Jr. was released, his ex-wife, Karen, picked him up from the Greyhound station in downtown Chicago. She was driving her police cruiser, and Art sat in the back seat with their son. Her cell phone rang, and it was Art’s sister Mary, sobbing uncontrollably. Their father, who was serving his time at a prison in Sheridan, Oregon, had died in his cell of a massive heart attack that very morning. He was fifty-seven years old. Only three days earlier, he had written his son a long letter apologizing for his shortcomings as a father and said he hoped to rectify things when he got out.

Art Jr. broke down there in the back of the cruiser. “I blame myself for my dad’s death,” he says with a choke in his voice. “I wanted my father in my life, and I was willing to throw out all my rules to get that… And for a brief moment I had him.”

In the past year, Art has wrestled with the guilt and difficulties of going straight. He and Natalie are still together and raising four children. Sean, who has himself gone legit, gave him a job at his real-estate brokerage, but Art had to quit because his parole forbids him from working at anything that has to do with “credit, credit cards and negotiable instruments.” “I guess that means I can’t be around money,” he says.

If Art Williams ever returned to faking money, he’d be confronted with another new bill to test his abilities: the Series 2004 notes. “I gotta give it to them — the new bills are good,” he says. He’s impressed by the nested hexagons in the background, which he thinks would be a big challenge to replicate. Still, he adds, “there’s always a way.”

Williams swears he’s already paid too high a price to try counterfeiting again. He is now working on a plan to market radio-frequency tags that will allow law-enforcement officers to run license plates simply by pointing a receiver at them. “The ultimate kicker would be if I got a contract with the Secret Service,” he says, laughing.

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