Goodfellow AFB was created in 1940 as part of a general build-up against the increasing world tensions in the period before World War Two. San Angelo civic leaders were among many Texan competitors for a proposed new Army Air Corps base, and a package of inexpensive land and utilities made the location attractive. Initially known as San Angelo Air Corps Basic Flying School, it was soon renamed Goodfellow Army Airfield for a heroic young observation pilot, Lt. John J. Goodfellow, KIA attempting to view enemy position in poor weather on the Western Front of World War Two.

Goodfellow Airfield was quickly put in service for basic and advanced air training, and over the course of the war graduated over 10,000 aviators. The end of the war did not end the need for pilots, and the training center continued, with improved facilities and renaming to Goodfellow AFB, until 1958, when the piloting school transferred to a larger center. Goodfellow's training facilities and , perfectly adequate for World War Two, were not up to jet aviation, and the center was converted to intelligence and cryptological training, and in 1966 expanded to also train Army, Navy, and Marine Corps intelligence personnel in cryptological skills. The late 1970s through the 1980s saw a consolidation of intelligence training to Goodfellow AFB, including image interpretation, electronic intelligence operations, targeting, general intelligence training, and multidisciplinary intelligence. The end of the Cold War and shift to a multipolar global political situation has only increased the need for superior military intelligence, and Goodfellow also welcomed other technical training, now housing fire fighting and other emergency service training.