It was designed to be powered by an unusual powerplant, consisting of two Menasco piston engines coupled together to drive a single propeller.

In 1937, a Lockheed subsidiary, the AiRover Company, designed the Model 2 Starliner, to be powered by the new 520 hp (388 kW) Menasco U2-544 Unitwin engine.

The sole Starliner emerged in early 1939 and was marketed as a small feeder-liner and custom executive transport.

The prototype was first flown by Harry Downs at Plant B-1 in Burbank, California on 22 April 1939, making an emergency landing when the propeller entered fine-pitch.

Repaired again, the Starliner completed its flight test program, flying a total of 85 hours before the aircraft was sold to a movie studio for use as a non-flying prop.