A boundary layer utilization apparatus for intake of air to a high speed aircraft, comprises a first air inlet adjacent an exterior surface of a fuselage of the aircraft and offset from the fuselage enough to integrate a second air inlet in the offset space to ingest and divert the boundary layer air flowing next to the fuselage into the aircraft for a useful purpose such as cooling the engine compartment. The second air inlet is disposed aft of the first air inlet to minimize hot gas re-ingestion.