An airborne megawatt (MW) average power Free-Electron Laser (FEL) is now a possibility. In the process of shrinking the FEL parameters to fit on ship, a surprisingly lightweight and compact design has been achieved. There are multiple motivations for using a FEL for a high-power airborne system for Defense and Security: Diverse mission requirements can be met by a single system. The MW of light can be made available with any time structure for time periods from microseconds to hours, i.e. there is a nearly unlimited magazine. The wavelength of the light can be chosen to be from the far infrared (IR) to the near ultraviolet (UV) thereby best meeting mission requirements. The FEL light can be modulated for detecting the same pattern in the small fraction of light reflected from the target resulting in greatly enhanced targeting control. The entire MW class FEL including all of its subsystems can be carried by large commercial size airplanes or on an airship. Adequate electrical power can be generated on the plane or airship to run the FEL as long as the plane or airship has fuel to fly. The light from the FEL will work well with relay mirror systems.