Lt. Iyozo Fujita and his fellow Japanese pilots display their expertise quickly. They let the Americans open up with their machine-guns, and wait until the Marine gunners have used up their 100-round ammunition belts. Then the Zeros charge in. Their first target is Henderson, and the Zeroes set Henderson’s left wing ablaze. The squadron leader’s plane spins off, out of control, and into the sea. Capt. Elmer G. Glidden takes over, and leads the squadron into cloud cover. The Zeros chase the SBDs into the clouds. Cpl. McFeeley fires his guns and stitches up the tail of his own plane. Pvt. Charles Huber’s gun jams, but Moore orders his gunner to keep swinging it. At least they can frighten the Japanese, Moore thinks.

Lt. Doug Rollow’s gunner, Pvt. Reed Ramsey, has a different idea. He knows that the Japanese will wait until an American gunner flips his empty ammunition can overboard before closing in to attack. It takes a gunner 30 seconds to reload his weapon, and in that time, an aggressive Zero pilot can score a kill. Ramsey flips out a beer can, and a Zero dashes over, fooled. Ramsey opens fire, shreds the Zero, and sends it hurtling away.

Japanese AA guns open up on the Americans, and Card hears shells go “Wuf!” He looks around to see black balls of smoke all over the place.

Glidden leads the surviving attackers down on the Japanese. He sees a massive rising sun painted on the carrier’s yellow flight deck, and is astonished that nobody has attempted to camouflage the flight deck with paint. As the SBDs swoop in, so do Fujita and two of his pals, who slice up the Marines. Fujita flies right under one bomber and fires at it. It crashes into the sea.

Glidden releases his bombs, pulls up, looks back, and thinks he has hit a carrier. Actually, he’s just missed Hiryu. Rollow, Moore, and Fleming, attack, too. Rollow sees crewmen scattering on the enemy flight deck. Moore is frozen by the big Rising Sun. Iverson sees Kaga’s AA guns blazing away. Iverson’s bomb just misses Kaga. As he pulls out, Japanese bullets shred his plane. Fleming and Card try their luck at 300 feet, and miss Kaga. However, the Japanese damage Fleming’s plane. Rollow drops his bomb at 400 feet, Schlendering at 500 feet.

On Akagi, civilian newsreel photographer Teiichi Makishima watches Hiryu disappear into black smoke created by the explosions of a bracket of four bomb misses. Everyone stares in fear, wondering if the carrier has been hit. After a long interval, Hiryu pops out of the vast cloud at full speed, unharmed. The Akagi men shout in relief.

On Hiryu, Capt. Tomeo Kaku sweats out the attack. The near-misses shake up the big carrier. Even Ensign Hiso Mandai, down in the engine room, feels the shaking. American strafing claims four killed and several more wounded. Other than that, there is no damage to Nagumo’s force.

Moore’s plane’s fuel pump fails, so Huber reaches for the hand pump, to keep the SBD’s nose up. Somehow Moore manages to escape the Zeros. Fleming’s plane also takes more hits, and yet manages to escape. Capt. R.L. Blain and his gunner, Pfc. Gordon R. McFeely, are less lucky. Their plane conks out and Blain makes a water landing. In the three minutes before the SBD sinks, Blain saves a flare pistol, first aid kid, and parachute to use as a sea anchor. However, the CO2 bottle’s emergency inflation valves have been left open, so the two Marines spend the rest of the day bailing water.

Eight of the 16 SBDs are lost in this engagement, with no hits. Among the dead is Maj. Henderson. As a person he is an obscure hero. But the Marines remember his name and valor, and when they capture the unfinished airstrip on Guadalcanal in August, they will call it “Henderson Field.” Sixty years later, that muddy airstrip is Henderson International Airport, with concrete runways and a modern terminal. But Henderson the man remains obscure.

The surviving planes wobble back home. When they finally plop down on the battered runway, all are badly shot up, and some are in “unflyable condition.”

As Torpedo 6 and Torpedo 8 advance, Lt. Jim Gray, commanding Fighting 6, looks down to find Torpedo 6, which he will escort. Gray sees 15 TBDs flying along and assumes they are Torpedo 6. Actually Lindsey is short a plane, and the group below Gray is Torpedo 8. Fighting 6 flies along, escorting Torpedo 8, thinking it’s escorting Torpedo 6. If the TBDs need help, they are to signal Gray, “Come on down, Jim,” and Fighting 6 and its stubby F4Fs will intervene.

So Waldron’s planes fly along, unaware they have escort overhead, while Gray flies along, escorting the wrong group. To make matters worse, Torpedo 8 and Bombing 8 get separated. Bombing 8 never finds the Japanese.

Back on Akagi’s flag bridge, it’s a struggle to think, let alone make oneself heard, amid the roar of aircraft, the blast of bombs, the banging of anti-aircraft guns, and the blare of the public address system. At 7:58, Tone No. 4 plane reports the Americans are on course 80 degrees, their speed 20 knots. Nobody on Akagi seems to notice that the American course change means that they have just turned into the wind, a clue that their force includes carriers.

But the message isn’t good enough for Nagumo. At 8 a.m., he radios the scout, “Advise ship types.” For nine minutes, Nagumo and his officers pace the flag bridge, awaiting an answer. At 8:09, it finally comes. Plane No. 4 signals: “Enemy is composed of five cruisers and five destroyers.”

“Just as I thought,” Ono blurts out as he hands the message to Kusaka. “There are no carriers.” General relief all around.

Kusaka reads the message. If there are no American carriers at hand, then the Japanese can continue pounding Midway. But Kusaka isn’t sure. The Americans are not stupid enough to send cruisers and destroyers all the way to Midway without air cover. On the other hand, the Americans have yet to display any tactical competence in this battle. American pilots have shown ample valor and determination, but their tactics are uncoordinated and amateurish, their technology inferior to that of the Japanese. Why shouldn’t the Americans continue to blunder?

With this in mind, Nagumo’s staff returns to the Midway problem. But first, the combat air patrol, short of ammunition and fuel, has to be recovered and refueled. Next, the fleet, scattered by its evasive maneuver, has to be tightened up. Then the fleet has to launch the second attack on Midway, and recover the first wave.

At 8:09, the submarine USS Nautilus adds to Nagumo’s tension when it is spotted by Japanese destroyers, and they hurl 11 depth charges at the submarine. The destroyer Arashi is assigned to watch over the Nautilus, a mission that takes it further and further away from the task force.

While Nagumo and his staff work out their orders, they are interrupted at 8:14 a.m. by a barrage of AA fire from Tone.

Beneath the depth-charging, Nautilus, on its first war cruise, endures the pounding. The skipper, Cdr. Bill Brockman, sweats out the banging and rumbling of depth charges. A mess attendant promises Brockman that if the submarine survives, he’ll write a sermon every day. Nautilus gets out unscathed, and the mess attendant keeps his promise.

Up above, at 20,000 feet, Lt. Col. Walter Sweeney is leading 15 B-17s in on Nagumo. Their original duty was to attack the transports, but with the appearance of Nagumo’s carriers, they have been re-assigned.

Sweeney flies a B-17 named Knucklehead. He is a West Pointer and son of a retired major general. Sweeney’s crew is somewhat less military – co-pilot Everett Wessman is a truck driver and navigator Bill Adams a lumber salesman. Adams tells Sweeney, “We should be sighting them now,” and there they are. Capt. Don Kundinger recalls seeing “a panoramic view of the greatest array of surface vessels any of us had ever seen – they seemed to stretch endlessly from horizon to horizon.”

Sweeney peers through the broken clouds, trying to figure out which of the immense wakes and squirming hulls is an aircraft carrier. Then Capt. Cecil Faulkner sees a flat yellow deck, shaped like an oblong, with a huge Rising Sun painted in the middle. Faulkner signals the other two bombers in his unit of three and they swing out to attack. Capt. Carl Wuerterle in Hel-En-Wings spots them, as does Capt. Paul Payne in the Yankee Doodle, who radios Sweeney. He orders the pilots on scene to attack, and the rest of the force hustles in at about 8:14.

In three-plane V’s, the B-17s attack pretty much at random, lacking experience and finesse. Wuerterle’s crew hollers in triumph when they drop their bombs. Bombs and flak fill the air with impressive explosions. Lt. Robert B. Andrews makes three runs on an enemy carrier before dropping his bombs. Then he pulls out before Zeros can chase him. Faulkner drops his bombs and encounters three Zeros, whose cannon disable his No. 4 engine and wound his tail gunner’s index finger – the only American casualty. The Japanese always respect the B-17 and its bristling armament, to Fuchida’s sharp annoyance. He would prefer to see the Zeros attack the massive planes.

The Japanese reluctance to attack the B-17 has an impact in Pearl Harbor, too, where Admiral Nimitz later comments that the Navy should get some to use for scouting, tracking, and bombing.

Sweeney’s pilots make grandiose damage claims – two hits for Faulkner, Wuerterle and Lt. Col. Brooke Allen one each, and Sweeney eight hits. But Sweeney isn’t so sure. In his report, he only claims one carrier damaged for the whole squadron.

Down below, the bombs all splash around Soryu and Hiryu, covering the carriers in spray and smoke. However, no damage is done. Incredibly, as the B-17s attack, the first of Tomonaga’s planes return from Midway. Landing signal officers wave off the aviators, and they circle overhead, watching their fuel gauges trickle down to empty.

At 8:17, the B-17s are gone, with no hits. At that moment, the second half of VMSB-241 (called the “Sons of Satan”) arrives, 12 Marine SB2U Vindicator dive-bombers, under Maj. Benjamin W. Norris. The slow machines, called “Vibrators” and “Wind Indicators” by their crewmen. Their fabric tears off when they dive, and some planes are held together with adhesive tape from Midway’s hospital. Most of the pilots, including 2nd Lt. Allan Ringblom, are fresh out of flight school. One pilot, Lt. Sumner H. Whitten, of Massachusetts, has more problems than his plane’s tendency to “dive like a rock” – his gunner, Sgt. Frank E. Zelnis, is the first generation son of Latvian immigrants, and the Boston pilot and Latvian gunner have difficulty communicating.

As the Vindicators lumber in, they are greeted by Nagumo’s combat air patrol. The admiral has been forced to launch his second-wave fighters to reinforce his umbrella. The Japanese defense team is a little tired from fending off repeated attacks, but get to work. One Zero stitches up Lt. Daniel Cummings’ plane, the last one in line, killing the gunner, Pvt. Henry I. Starks, of Springfield, Illinois. Starks is a mechanic by trade, who has only been in an airplane three times. He has never fired a machine-gun in the air, and now he never will. His presence in Cummings’ plane is a sign of the desperation of the American war effort at this time.

Major Norris leads his group into a long, fast, shallow dive, through overcast skies. He pops out of the clouds at 2,000 feet, and sees that the Japanese carriers are too far away. However, the battleship Haruna is maneuvering beneath him, and that will do as a target. American propaganda reported this battleship sunk at Lingayen Gulf by Colin Kelly – and again at numerous other battles since then. Contrary to propaganda, Haruna is alive and well, filling the skies with AA fire.

2nd Lt. George Koutelas swoops down on the bow to attack, while Ringblom thunders through balls of black smoke and orange gun flashes. AA guns pop two holes in his ailerons. Cummings pulls out of his glide without releasing, figuring his angle is bad, and instead attacks a destroyer, to no avail.

Whitten comes under heavy fire, but his gunner, Zelnis, is extremely capable, and shoots down an enemy Zero. Whitten dives on Haruna from 4,000 feet, and admits that he makes a poor attack, not being able to get a good approach. His bomb misses. Whitten pulls out, the only Vindicator not damaged during the battle.

Haruna sails through the bombs, and only logs two near-misses, at 8:29. On Akagi’s bridge, everyone is relieved. Yet another American attack, and yet another American disaster. The Japanese officers are amazed by the variety and tenacity of the American assault…torpedo bombers, B-26s, B-17s, and dive-bombers.

The Vindicators drop their bombs at 500 feet, and roar away, on the deck, trying to avoid flak. Sgt. Frank Zelnis tells his pilot, Lt. Sumner Whitten, “You dropped your bomb, let’s get the hell out of here before we get hit.”

Cummings finds five Zeros on his tail and streaks home. “In the hit and run, and dog fighting, which was my initiation to real war, my old, obsolete SB2U-3 was almost shot out from under me.” His gas gives out five miles from Midway, and Cummings crash lands in the water. PT 20, having a busy day picking up Merrill and Schlendering, also scoops up Cummings. Ringblom, at 50 feet, flees the scene, crashing a mile-and-a-half from Midway, out of gas. PT 26 pulls Ringblom out of the water.

Amazingly, the decrepit force loses only two Vindicators to enemy action, and two more to fuel shortages. Nonetheless, the combined attacks by all the Midway-based aircraft have been complete failures. As Nimitz reports later, “The Midway forces had struck with full strength, but the Japanese were not as yet checked. About 10 ships had been damaged, of which 1 or 2 AP (transports) or AK (tankers) may have been sunk. But this was hardly an impression on the great force of about 80 ships converging on Midway. Most of Midway’s fighters, torpedo planes and dive-bombers – the only types capable of making a high percentage of hits on ships – were gone…”

In short, Midway is now fairly defenseless against the second attack, and hardly capable of returning a punch. At 8:29 a.m., Nagumo is closing in on the edge of his greatest victory.

At 8:30, Tone relays to Akagi a message it has received from No. 4 Scout at 8:20, “The enemy is accompanied by what appears to be a carrier in a position to the rear of the others.” This is followed by more bad news, two American cruisers to the west of the sighted ships. Clearly a large and possibly multi-carrier task force.

Nagumo and his staff are stunned. “Gosh!” Kusaka exclaims to himself. Nagumo and his staff have realized their greatest fear – ambush by the enemy. Now Nagumo is in the reverse position – caught with his pants down. His first wave, short on fuel, is orbiting overhead. Half of his second wave is loaded with contact bombs. Time is slipping away.

Before Nagumo can process this news, Rear Adm. Tamon Yamaguchi, commanding the Second Carrier Division of Hiryu and Soryu, breaks Japan’s traditions of deference by signaling Nagumo, “Consider it advisable to launch attack force immediately.” Yamaguchi, a Princeton graduate, and therefore more than casually aware of American toughness, wants to hurl that all-important first punch.

However, Nagumo is not impressed by his subordinate’s aggressive demeanor. Yes, it would be fitting to attack immediately. But Nagumo has only 36 dive-bombers spotted on Hiryu’s and Soryu’s decks, while Akagi’s and Kaga’s torpedo planes are armed with 800-kg contact bombs. Torpedo bombing is the Imperial Japanese Navy’s aviation specialty – as demonstrated at Pearl Harbor, Singora, and Coral Sea – and to send in an attack without torpedo bombers is like fighting a boxing match with only one arm gloved.

Second, Nagumo has no fighters to escort the bombers. They’re either on CAP overhead, or waiting to be recovered. Kusaka is firm: it would be futile and dangerous to send in attack with no torpedo bombers and no fighters. Without fighters, the attack force would be slaughtered by American air defense.

Third, an immediate attack by the planes on deck will leave Tomonaga’s planes still circling. They’ve been airborne four hours, and most are out of gas. If they aren’t recovered, Nagumo will lose half of his planes and many pilots. Genda doesn’t want to let 200 of his skilled fliers ditch into the sea.

Both officers urge Nagumo to recover Tomonaga’s strike first. While those planes land and refuel, mechanics can swap out the contact bombs with torpedoes again. The whole evolution should take only 30 minutes.

Nagumo makes his decision swiftly. At 8:32, he orders his ships: “Carrier-based bombers will prepare for second attack. Equip yourselves with 250 kilogram bombs (torpedoes).” Mechanics start clearing the flight decks, sending the bombers down to the hangar decks to swap out armament. On Akagi, Cdr. Shogo Masuda, the air officer, laughs, “Here we go again! This is getting to be like a quick-change contest!” as the crewmen resume the tiring task.

This time, however, the crewmen, in t-shirts and shorts, are in a hurry. They roll up the torpedoes on dollies and roll the bombs out of the way, leaving them on the hangar decks, instead of taking them down to the magazines. The enlisted men, weary of the endless officer indecision, keep the bombs handy in case the admiral flips his figurative coins again. Nobody dogs down lockers and magazine hatches, and they are left open (Condition X-ray to American Sailors) instead of dogged (Condition Zebra).

However, the Japanese carrier crews are professionals, and it only takes them five minutes to clear four flight decks and turn the carriers into the wind. At 8:37, the four carriers hoist the flag signals “Commence landing,” and the orbiting planes break their circles and wobble in for landings. On Hiryu, a bomber thunders down to a one-wheel landing. The pilot, Lt. Hiroharu Kadano, passes out when the plane stops, shot through a leg by an American fighter. A Kaga pilot, Air Petty Officer Tanaka, gets waved off twice because his landing gear is still up. On the third try, Tanaka lowers his wheels and lands. When Tanaka cuts his engines, the crewmen rush up, and find the pilot slumped in the cockpit, shot through the head, barely alive.

While 11 planes never make it back, most of the others enjoy routine landings. CPO Juzo Mori joins his pals on Soryu’s flight deck to swap stories. Lt. Tomonaga tells Lt. Toshio Hashimoto, “When we were attacked by enemy fighters near the island, I thought I was finally doomed. As I had escaped from death several times since the China Incident, I thought there was nothing to be regretted even if I was killed. But I thought that such a young man as you should not be killed.” Hashimoto is touched by his boss’s concern.

Lt. Masataka Chihaya, however, lands on Akagi in a rage. Japanese guns fired on him as he comes in. “A gunnery officer who mistakes friendly planes for the enemy should be fired!” he shouts. Then he stomps up to Air Ops to yell at the intelligence officers. They reported one airfield on Midway. There were three. Instead, Chihaya and Lt. Yamada find Fuchida, who wants to hear every detail of the attack.

“Did enemy fighters come out?” Fuchida asks.

“About 10 minutes before we reached the island, Grummans came out to give us a hell of a time,” Yamada answers.

Meanwhile, Tomonaga and Hashimoto climb up to Hiryu’s bridge, to find the ship’s Captain Tomeo Kaku and Yamaguchi working out the new attack. Yamaguchi, unfazed by Nagumo’s rejection of his advice, tells the two aviators to get Hiryu’s planes ready to attack by 11 a.m.

At 8:38 a.m., Yorktown’s air officer, Murray Arnold, finally orders his planes to launch. This attack will be coordinated as well: VF-3 will go in first to strafe, then VB-3, VS-5, and finally VT-3. The idea is that the dive-bombers will cripple the carriers, leaving them immobile against torpedo attacks. With 175 miles between Yorktown and Nagumo, there is virtually no safety margin. Oscar Pederson, Yorktown’s Air Group Commander, suggests the squadrons rendezvous en route. He and Yorktown air officer Cdr. Murray Arnold agree that the Japanese are still advancing on Midway. Yorktown’s group will fly to the interception point, then head northwest, reversing the Japanese course.

Yorktown, having the experience of Coral Sea behind her, uses the "running rendezvous" technique to launch their strike. The TBDs are launched first. As the Devastators streak into the air, the SBDs of VB-3 are spotted for launch and sent up. After that, six F4Fs take off. The squadrons rendezvous in the air, while heading towards the Japanese - a more efficient system.

But Fletcher is unsure. At Coral Sea, he flung his entire strike force at the first contact report, which turned out to be the light carrier Shoho, not the Japanese main body. He decides to launch Bombing 3, Torpedo 3, and six planes from Fighting 3. Scouting 3 and the rest of VF-3 will be the reserve.

At 8:40, Yorktown’s 1MC blares “Pilots, man your planes.” The aviators climb into their cockpits, led by Cdr. Max Leslie, boss of Bombing 3. At 8:45, VT-3’s 12 torpedo planes are airborne, led by Cdr. Lem Massey. Leslie leads his 17 SBDs next, the bombers hauling 1,000-lb. bombs into the sky. Finally, Jimmy Thach’s six F4F fighters claw airborne, as Astoria blinkers, “Good hunting, and a safe return.”

Five minutes out, Jimmy Thach is stunned to hear an explosion in the water ahead of him. One of Leslie’s SBDs has dropped its bomb by mistake. Thach looks up to see the culprit is Leslie himself. But it’s not Leslie’s fault. He has ordered his pilots to activate the new electric arming switches, and the connection is faulty, the releases cross-wired. Leslie’s bomb goes into the sea. Two more planes suffer the same fate. Annoyed at the failure, Leslie wonders aloud if he should turn back and get another bomb. ARM1 William Gallagher, Leslie’s radioman, has the enlisted man’s usual view of the brass. He says if they turn back, they’ll be kept on the ship. Leslie flies on. He tells his pilots to use the manual arming switches. By then, two more planes have lost their bombs. Only 13 of Yorktown’s 17 planes are now carrying ordnance.

Leslie has time to reflect on the absurdity of the situation. A 20-year veteran, he has been preparing for this moment – the attack on an enemy carrier – all his professional life. Now he can’t do any damage. But what he lacks in ordnance, he makes up in determination, to lead his young reservists into action.

Meanwhile, Thach roars on, hooking up with Lem Massey’s TBDs. Thach is a tactical innovator, who is aware of the Zero’s superiority and the Wildcat’s deficiencies. He has assigned to of his F4F-4s to fly at 2,500 feet, just under the clouds, pretty much as lookouts. Thach’s other four flights are at 5,000 feet, and are to dive in when needed.

For Jimmy Thach, today’s battle will be a test for a tactic that he has developed on his kitchen table, using matchsticks. Thach – like Luftwaffe ace Werner Molders during the Spanish Civil War – has realized that the World War I-era tactic of three-plane V-formations is unwieldy for the fast pace of 1940s air warfare. In his Coronado home, Thach has used matches to develop four-man units with two-plane sections, which will fly in the same direction, separated by a standard distance equal to the diameter of the tightest circle the two aircraft can make.

The planes on the right watch the tails of the planes on the left and vice versa. In action, the section being not being attacked will make a sharp turn toward the one being attacked, throwing the enemy’s lead off. The enemy will not be able to make an attack without seeing an American nose – and guns – pointed at him. The key to the Thach Weave is that it needs no communication. If one section sees the other make a turn, it knows it’s coming under attack. Thach’s technique has proven successful in maneuvers, but is not yet Navy-wide policy. Now Thach has an opportunity to prove his technique in battle.

On Akagi, Nagumo frets about the need for accurate information. He orders Soryu to launch one of its experimental “Jill” scout planes to hook up with the Tone plane, which is nearly ready to come home. Nagumo passes that news on to Scout No. 4 at 8:54 a.m. Shortly after 9 a.m., the last of Tomonaga’s planes lands, and Nagumo flashes his ships to make a 70-degree course change, turning port to head northeast. To save time, the ships swing in their tracks at 9:17, creating a box of carriers with Hiryu leading Akagi on the right, and Soryu leading Kaga on the left.

Next, Nagumo blinkers and signals a stream of orders. “After completing homing operations, we plan to contact and destroy the enemy task force.” The attack on the American carriers will conform to Organization No. 4: 18 torpedo planes from Akagi, 27 from Kaga, 36 Vals from Hiryu and Soryu, and 12 fighters from all four carriers. Launching will start promptly at 10:30 a.m. Battle flags snapping in the breeze, Nagumo’s ships crank up to full speed.

Nagumo also radios Yamamoto the situation and his intentions, which causes consternation on Yamato’s flag bridge, 450 miles behind Nagumo. Yamamoto breakfasts on boiled rice, miso soup, eggs, and dried fish, then stands on his flag bridge in starched whites, reading messages. The meal exacerbates Yamamoto’s stomach ache, which is lately attributed to roundworms. The US Navy has appeared too early for Kuroshima’s complicated plan. Yamamoto asks Kuroshima, “Do you think we ought to order Nagumo to attack the United States carrier force at once? I think we had better do so.”

Kuroshima relies, “Nagumo has prepared half his air force to attack the United States carrier force, and maybe Nagumo is already preparing his attack. Yamamoto drops the point. Kuroshima spends the rest of his life kicking himself. If Kuroshima merely says, “Yes, sir,” and sends off a message over Yamamoto’s signature, Nagumo might attack right away. Yamamoto resumes watching his ships.

While Nagumo’s fleet advances, the latest report comes in from Tone’s scout plane, an acknowledgement of the 8:54 message. It adds, as an afterthought, “10 enemy torpedo planes are heading toward you.” At 9:18, Chikuma’s AA guns open up on the incoming Americans.

At about 9 a.m., Waldron deploys Torpedo 8 into a scouting line, having seen no sign of the Japanese ships. The last TBD in line is flown by Ensign George Gay, 25, fresh out of flight school. Torpedo 8 is the Hollywood image of the American war effort: it includes a former college track star from Sheridan, Oregon; Harold Ellison, a New York insurance man; a Los Angeles lumber dealer’s son; lumberjack Grant Teats; Wesleyan intellectual bill Evans; a Navy enlisted man who gained a direct appointment to Annapolis; and a few Academy men. Gay himself went from Texas A&M to Pensacola flight school, and his take-off from Hornet this morning is the very first time he has ever taken off a carrier deck with a torpedo – or even seen it done.

Waldron believes the Japanese will head north after recovering their aircraft. He’s right, but the Japanese have not reached the point Waldron has estimated they will be at. That’s because of time spent in evasive maneuvers from the earlier attacks.

Around 9:18, Waldron spots three carriers below, and Torpedo 8 swings into attack, nine miles away from the enemy. When Torpedo 8 swoops down, so do Japanese Zeros from above, as in all the other attacks, demonstrating the Zero’s speed, maneuverability, and height. Lt. Iyozo Fujita leads his Soryu fighters against the Americans, with predictable results…the TBDs are slow, unmaneuverable, and poorly-armed. The American planes explode or drop like stones. Debris and balls of fire hurl through the air.

Gay sees Waldron’s plane catch fire. Waldron stands up and struggles to bail out, but the plane explodes. In a matter of minutes, Gay’s plane is the only one left. Even his gunner, Bob Huntington is hit. Gay feels a pain in his left elbow – a spent bullet has landed in his torn sleeve. Gay pulls it out and stuffs it in his mouth, and heads on in for Soryu’s starboard side.

Gay can see planes being fueled on Soryu’s flight deck, and avgas hoses “scattered all over the place,” along with AA guns roaring at him. Gay also sees “the little Jap captain up there jumping up and down raising Hell.” At 800 yards out, Gay hits his release button. Nothing happens. He pulls the manual release, and the torpedo races off.

Too close to turn away, Gay flies “right down the gun barrel” of a big AA gun, across the flight deck, does a little turn, and flies right over the flight deck again. Fujita, nearby, watches this entire scene, and races over to attract the carrier’s attention to Gay’s torpedo. Soryu turns and avoids it. Short of fuel, Fujita lands on his carrier’s deck. He learns that nobody on Soryu saw his gyrations. The turn was pure luck. An irritated Fujita stomps off for breakfast, while technicians refuel his Zero.

Gay also splashes into the sea when five Zeros shoot off one wing and wreck his rudder controls. Gay tries to save Huntington, but the plane sinks quickly, taking the gunner with it. The pilot pulls out his rubber life raft and black rubber seat cushion. Remembering advice from Waldron not to throw away anything in a ditching situation, Gay hides under the black rubber cushion to inflate his life raft. Amazingly, nobody notices Gay, his raft, or his cushion.

But every plane of VT-8 has been shot down. Earnest, Ferrier, and Gay are the sole survivors. Up above, Jim Gray and Fighting 6 circles in position over Nagumo’s carrier force, unable to see the action through scudding clouds. With no word from McClusky and no signal, “Come on down, Jim,” Gray assumes that the American attack is a complete success.

At 9:20, McClusky and his planes reach their interception point to find an empty ocean. McClusky checks his navigation – it’s perfect. He checks the weather. Also perfect. Have the Japs shot past him towards Midway? No way, McClusky thinks. He suspects the Japanese have turned around. He flies a box search, first southwest for 35 miles. No sign of enemy ships. He turns northwest, his 30 pilots obediently following him, gulping fuel. McClusky decides to keep heading northeast until 10:00 a.m. Then he’ll head back to Enterprise.

At 9:36, Nagumo flashes his ships to cease fire – all the American planes are sizzling in the water. Once again, there have been no hits. Nagumo and his officers puzzle over the Americans’ sloppy tactics – no fighter escort, and all the planes attacking in a bunch. The Americans are fighting very badly. However, the Japanese have little time to analyze the situation. At 9:38, a new flight of 14 incoming torpedo planes is spotted, heading in from the north.

Torpedo 6, known as VT-6 to the record books, is a more experienced outfit than VT-8, and Gene Lindsey plans to divide into two equal parts, so as to hit a different carrier. Lindsey’s planes fly in at 1,500 feet, and spot the Japanese wakes 30 miles away, and the last flashes of flak from Waldron’s attack. Lindsey’s planes swoop in at about 9:40, doing 100 knots – 34 slower than their rated speed. The Japanese carriers turn tail to the Americans, which gives them even more time to evade the attack. Once again, Nagumo’s Zeros smash into the Americans from above. They shoot down pilots Pablo Riley, Tom Eversole, and then Gene Lindsey himself, before he can radio “Come on down, Jim” to his fighter escort.

With ample determination, Torpedo 6 maintains its attack, getting into range at 9:58. Lt. Ed Laub is so close, he can see the planes on their flight deck, propellers turning. He punches his release button at 500 to 800 yards away, then pulls out for home. Three other TBDs also escape the slaughter. The other 10 are shot down.

The carrier under VT-6’s attack is Kaga, and Capt. Jisaku Okada displays some fancy seamanship to avoid the American torpedoes. Over the Japanese fleet black balls of AA fire and curls of smoke illuminate the sky. By 10 a.m. Kaga is out of danger, and Nagumo has fended off his seventh attack of the morning, and has yet to suffer a single hit. “Kaga seems to be fighting pretty well,” Genda tells Nagumo.

“She is all right,” Nagumo responds, as the battle continues. Then Nagumo drafts a signal for Yamamoto, and Genda shuffles down to a ready room to chat with Akagi pilots. Genda asks them about the enemy defenses, and says, “How about the skill of enemy fliers over Midway.”

“Enemy fighters are lousy indeed,” one says. “I think they were almost wiped out.” But Lt. Okajima, who is designated to take over 6th Air Group on Midway after the Japanese takeover, says, “Staff Officer, today’s engagement is tough.”

“Yes, it is,” Genda says. “But nothing to worry about.” Then he heads back to the bridge.

On the flag bridge, Nagumo sends Yamamoto the following signal: “Carried out air attack on AF at 0330. Many enemy shore-based planes attacked us subsequent to 0415. We have suffered no damages. At 0428, enemy composed 1 carrier, 7 cruisers and 5 destroyers sighted in position To SHI RI 34, on course southwest, speed 20 knots. After destroying this, we plan to resume our AF attack. Our position at 0700 is HE E A 00, course 30 degrees, speed 24 knots.”

Meanwhile, Genda watches the last Devastators getting shot down over Hiryu. “We don’t need to be afraid of enemy planes no matter how many they are,” Genda thinks. “Originally I had some doubt about the defensibility of the task force against an enemy air raid, but now I see how great it is. This is a winning battle! So, we had better first destroy the enemy planes and then destroy the enemy carriers before we launch a devastating attack upon Midway from this midnight to tomorrow morning.”

VT-6 pilot Machinist Albert W. Winchell flies his battered plane away from the battle, spewing fuel. When the engine fails, he makes a perfect emergency landing into the sea. Winchell and his crewman, ARM 3rd Douglas M. Cossett, pull out their life rafts, emergency rations, first aid kits, and parachutes, to use as awnings and sails. They begin a 17-day ordeal of drifting in the Pacific, surviving on a caught albatross and emergency rations before being picked up by an American PBY on June 21. When both are flown to the Midway hospital, they will have lost 60 lbs. each, and be the last survivors to be rescued.

Overhead, VF-6 still awaits its call to battle. It never comes. At 9:52, Gray tries to reach McClusky and Lindsey, to no avail. At 10 a.m., Gray realizes he has barely enough gas to get home. As VT-6 disintegrates beneath him, Fighting 6 heads for Enterprise.

At 9:40 a.m., Ensign Earnest flops his battered TBF on the ground at Midway, goes into a ground loop, and comes to a halt. Earnest and Ferrier climb out of the plane, the only survivors of the Torpedo 8 detachment. They will later be known as “the other sole survivors.” Earnest and Ferrier gain Purple Hearts for their ordeal. Earnest himself also wins two Navy Crosses – one for the attack and one for bringing the TBF home. It’s the first TBF to fight and survive a battle and the aviation experts want to know how the aircraft type fared. Ferrier also gains a Distinguished Flying Cross. Both survive the war, with Earnest retiring as a captain and Ferrier as a commander.

By 9:55 a.m., Wade McClusky’s Enterprise bombers are short on fuel, but gamely following their leader. In five minutes, he will give up the search. But at that moment, he spots a destroyer beneath him, racing northeast. It’s the Arashi, finished with scaring off the submarine USS Nautilus for the moment, and is racing to rejoin the fleet. McClusky mistakes her for a liaison cruiser going from Kondo’s Occupation Force to Nagumo. McClusky alters course to follow Arashi.

McClusky’s radio blares with an order from Browning, “Attack, attack!” McClusky retorts, “Wilco, as soon as I can find the bastards.”

Nautilus is struggling, too. At 9 a.m., Brockman pops up his periscope and sees an aircraft carrier under attack. When Arashi turns up, Nautilus dives again. To Brockman’s annoyance, his submarine is leaking air from a deck torpedo tube.

At 10 a.m., Lem Massey spots three columns of smoke just beyond the northwest horizon, 40 miles off. He turns right towards them, Bombing 3 and Fighting 3 following obediently. Neither group has seen the smoke. Leslie asks Massey in code if he has sighted the enemy. No reply.

At 10:05, Ensign Bill Pittman spots some “curved white slashes on a blue carpet,” which become more ships than he has ever seen. Ensign Tony Schneider sees them, too, but his gas gauge gives out, and he has to turn away and splash into the water. Luckily, he and his gunner will survive three days in the drink before a PBY rescues them.

At the same moment, Leslie sees the smoke. Then Bill Gallagher picks out the wakes of ships 35 miles away. 10 minutes later, Torpedo 3 reaches the enemy – as two Zeros sweep in to attack. Massey calls for fighters. Japanese bullets rip up the Devastators. One explodes a CO2 bottle under pilot William Esders’ feet, filling the cockpit with smoke. He hurls the cockpit open for fresh air.

Massey and his planes roar in, as does Fighting 3. The entire Japanese combat air patrol swings in to tackle the intruders. Lt. Iyozo Fujita, unable to eat breakfast, climbs into his Zero, spotted on Soryu’s flight deck, and races off to fight the Americans.

Zeros dive in on Thach’s two low-level Wildcats, and Thach and his pals dive into battle, creating a busy dogfight. The Thach Weave does not work as planned, because only Thach’s wingman, Ensign R.A.M. Dibb, gets the message to use the tactic. But Thach tells Dibb, “Pretend you are a section leader, and move out far enough to weave.” The two test the tactic. It’s Dibb’s first battle, and the tactic works. When a Zero gets in on Dibb’s tail, an angry Thach swoops behind the Zero, and shoots it down. Thach later likens the encounter to a highway game of “chicken.”

However, the Japanese have the numerical advantage, and shoot down Ensign Edgar Bassett. Ensign Daniel Sheedy is ultimately able to bring his damaged Wildcat back to Hornet. But Massey has to attack alone.

Massey’s TBDs run smack into a hungry and tired Iyozo Fujita, who streaks into the formation, joined by 10 Zeros. Bullets tear up Lem Massey’s plane. He climbs out on the wing stub to jump, but there’s no time. Massey and TBD, both in flames, spiral into the Pacific. Chief Aviation Pilot Wilhelm Esders finds himself in command, even though he’s the junior pilot. He looks around to see six or seven TBDs burning around him. He leads the survivors over Akagi and toward Hiryu, amazing Fuchida – they have a perfect release point for Akagi, but don’t use it. Esders and his five surviving teammates release their fish toward Hiryu, but Kaku handles the carrier beautifully to avoid the attacks.

Fujita, hungry, swoops after VT-3, and knocks down two TBDs. On his way back to Soryu, his Zero is hit by Japanese AA guns, which set it on fire. Just 200 meters above the sea, Fujita is forced to bail out. His parachute opens just as he hits the water. Fortunately, Fujita’s life jacket propels him to the surface. Once there, he wages a long struggle to free himself from the chute’s lines. Fujita is not having a good day.

On Akagi, Fuchida and his pals cheer and whistle encouragement as the Devastators corkscrew into the sea. The surviving Americans head for home. Esders will almost make it – he will have to ditch his plane within sight of Yorktown, and get picked up by the destroyer Hammann. His gunner, ARM2 Mike Brazier, dies of his wounds. Esders, however, survives to retire with the rank of Commander.

Another Yorktown pilot is alive in the water, but his pickup is less pleasant – the Japanese destroyer Arashi. Her skipper, Cdr. Yasumasa Watanabe, hauls the burned, wounded Ensign Wesley Osmus aboard. Osmus’ gunner, Benjamin Dodson Jr., of Durham, N.C., goes down with the plane. The Japanese treat Osmus’ wounds. But Watanabe wants to have a chat with this American.

As the survivors of VT-3 pull out, it is the end of the line for the TBD Devastator as a weapon of war. Of the 41 sent in to battle that morning, only four return to their carriers. The remaining TBDs go stateside to be used as trainers. They are replaced in the hangar decks and hardstands by TBF (Grumman) and TBM (General Motors) Avengers.

The sacrifice of the three squadrons presents historians with the question: what have they achieved? They have kept Nagumo on the jump all morning, preventing him from regaining the initiative. They have also pulled the Japanese combat air patrol down on the deck to cope with the slow-moving bombers. There are no fighters over the carriers. And the Japanese formation is a mess from all the emergency maneuvering.

However, Nagumo has had enough. He has faced eight attacks in three hours, but despite the delays, the mechanics have re-armed 93 planes, and the flight decks of all four carriers are spotted with the strike on the American fleet. At 10:20, Nagumo orders his carriers to turn into the wind, first to replace the combat air patrol, then to launch the attack. They are getting word that enemy dive-bombers might be nearby.

On Akagi, Genda hears this message, but he is untroubled. He has just seen eight consecutive attacks beaten off with no damage, including dive-bombers. Clearly the Americans are hopelessly inefficient and incompetent.

On Kaga, Chief Warrant Officer Takayoshi Morinaga stands with some pilots on the center of the flight deck, just aft of the second elevator. While waiting to launch, they are working as extra lookouts.

Akagi’s Cdr. Shogo Masuda swings his white flag at 10:22, and Akagi shoots off her lead Zero. Morinaga and their pals see, heading straight for them, what look like tiny black beads falling loose from a string. They shout, “Enemy dive-bombers!”

They are Enterprise’s group, untroubled by combat air patrol. Lt. J.G. Edwin Kroeger, of Bombing 6, warns his boss, Dick Best, that he’s short of oxygen. Bombing 6, loaded with 1,000-lb. bombs, drops down to 15,000 feet, where all can remove their face masks. This move puts Best below and ahead of McClusky. Up above, McClusky studies the situation with his binoculars. No fighters, no flak, all ships turning. Obviously, they’re finishing up with repelling a torpedo attack. Ensign John McCarthy thinks McClusky has led them back to Enterprise, and his radioman, E.E. Howell, asks, “Do you think we’re home?” McCarthy looks down at the yellow flight decks and pagoda masts. “No, that’s not home.”

McClusky breaks radio silence to assign Gallaher’s Scouting 6 and himself to the carrier on the left and Best to the one on the right, saying, “Earl, follow me.” Best doesn’t get the message, and assumes he will take the nearer target. But McClusky, an aggressive fighter pilot, simply piles in. Best sets up his division and squadron to attack, opens his flaps – and McClusky and Scouting 6 zoom by him. Both squadrons are hitting the same target, Kaga.

Irritated, Best closes his flaps, and signals Bombing 6 to attack the next carrier, farther to the east. Then he opens his flaps, and streaks down on Akagi. However, the second and third divisions of Bombing 6 dive on Kaga anyway. The attack is like a textbook illustration, better than any practice assault.

25 American dive-bombers bear down on Kaga, McClusky leading. At 1,800 feet, he pulls the bomb release. Kaga Air Officer Cdr. Takahisa Amagai, watching from below, is impressed by the Americans’ skill – they dive out of the sun, and take advantage of intermittent clouds. Behind McClusky, Gallaher snarls, “Arizona, I remember you,” thinking of his first duty station, now a sunken wreck. He releases his missiles at 2,500 feet. Gallaher is followed by Lt. j.g. Jacob “Dusty” Kleiss, Ens. James Dexter, and Lt. Clarence Dickinson, leading Gallaher’s second division. On December 7, 1941, flying an F4F from Enterprise to Pearl Harbor, Dickinson saw the sickening tableaux of the U.S. Pacific Fleet being destroyed beneath him. Jittery American gunners shot down his plane, and Dickinson had to bail out. Now he gains a measure of revenge.

At 10:22, Lt. Cdr. Sesu Mitoya, Kaga’s communications officer, standing on the flight deck, dives for it as the dive-bombers’ scream grows louder. Gallaher’s bomb hits starboard aft amid planes spotted for launch, and sees the blinding flash as he pulls out. Morinaga sees the bomb coming straight for him, and hurls himself onto the deck. The bomb sets off the parked planes like a string of firecrackers, which in turn sets off a series of explosions, killing most of Morinaga’s pals nearby.

Two more bombs miss Kaga, and fire control officer Lt. Fiyuma and Mitoya sprint to the bridge to report on the damage. There he finds Capt. Jisaku Okada gaping in disbelief at the situation. Fiyuma says all passages below are afire and most of the crew trapped below decks, with power cut off. The ship is starting to list. Fiyuma urges Okada and the bridge crew to go down to the anchor deck. Okada shakes his head. “I will stay with my ship.” Mitoya heads down to try to reach the Engine Room crews.

At 10:22, Bombing 3 skipper Leslie bangs on the side of his SBD and points out a target below to Bill Gallagher. 15,000 feet below is a Japanese aircraft carrier. It’s Soryu, the most easterly of three below them. Gallagher is awed by the huge ship and the big red circle on her flight deck. Leslie calls Lem Massey on the radio, but gets no answer. At 10:23, Gallagher tells Leslie that Soryu is launching planes. Leslie pats his head – the signal for “Follow me” – at 10:25 and pushes over in the best dive he has ever made. But he doesn’t have a bomb. At 10,000 feet, he opens fire with his machine guns, to at least lead his men in. At the last minute, Leslie pulls out, and Lt. Lefty Holmberg leads the actual attack. He puts the red circle in his telescopic sight and waits until 2,000 feet. As he pulls out, he sees the flight deck explode into a column of colorful smoke – red, blue, orange, gray, yellow – and an aircraft fall off into the ocean. AMM2 G.A. La Plant howls with joy at the sight, and Holmberg watches. Lt. j.g. Paul Holmberg and Lt. Sid Bottomley are later credited with direct hits.