In 1960 Hughes Aircraft began the development of a long-range air-to-air missile that, together with the AWG-9 radar, was installed on an F-111B aircraft to become the new interceptor for the US Navy. The missile was originally designated “AAM-N-11” and it was the most complex and expensive missile made to date. The new missile was based on the AIM-47 Falcon and AAM-N-10 Eagle missiles, created to equip several aircraft projected but never entered service in the USAF and US Navy. Finally the F-111B fighter was canceled in 1968, but it was decided to continue with what would have been its main weapon, the AIM-54 (ex AAM-N-11) Phoenix missile and its AWG-9 guidance radar. Both systems were included as part of a new fighter that was being developed in the US Navy’s VFX program, which would become the F-14 Tomcat fighter aircraft.
AIM-54 PHOENIX gallery and more info