Image credit: United States Army Air Forces (USAAF), 4 June 1942

In Hangar 2 at the National Museum of WWII Aviation sits a remarkable type of airplane: the SBD Dauntless–a plane that would turn the tide of the war. Though this plane itself did not see any combat during WWII, others like it took part in one of the most important battles in the Pacific campaign.

Six months after the attack on Pearl Harbor, the United States defeated Japan in one of the most decisive naval battles of World War II. Thanks in part to major advances in code breaking, the United States was able to preempt and counter Japan’s planned ambush of its few remaining aircraft carriers, inflicting permanent damage on the Japanese Navy. An important turning point in the Pacific campaign, the victory allowed the United States and its allies to move into an offensive position.

One of my favorite, page-turning, and well-researched accounts of the Battle of Midway is in a book about the Doolittle Raiders: “First Heroes” by Craig Nelson. I highly recommend this book. It is a riveting, historical story that is nearly impossible to put down. Nelson gives every secret and detail behind these incredible events which first taught an insecure nation that we could strike back at our enemy and, in time, defeat them. Here is the excerpt about the Battle of Midway, a major turning point in the Pacific War:

As the Doolittle Raiders were thrown by the war across the globe, another group of men, also not as well remembered as they deserve, would spend their combat years in Hawaii as self-confined prisoners of the windowless basement in Pearl Harbor’s Naval District Administration Building. The Japanese attackers missed the building entirely on December 7, an oversight that would turn out to be one of their greatest strategic errors. 

The men in that basement made up Hypo, the local branch office of Op-20-G, the Communications Security Section of the Office of Naval Communications. Their Chief came to work in a scarlet quilted smoking jacket and bedroom slippers, an outfit designed not for relaxation but because he felt so responsible for December 7 that he rarely left the basement and he almost never slept. Joseph J. Rochefort, Jr., and his Hypo staff were responsible for decoding Imperial Japanese codes, a cracking known as Magic, which exposed a solid percentage of the thousands of messages pouring out from Tokyo daily to its foreign embassies and to all its ships at sea. The commander using Magic to its greatest advantage would turn out to be blue-eyed, silver-haired Adm. Chester Nimitz. When he first arrived in Hawaii to assume the post of Commander-in-Chief, Pacific Fleet (CINCPAC) on Christmas morning of ‘41, the boat ferrying Nimitz from the seaplane to the Pearl Harbor docks had to make its way between rescue workers still fishing out corpses from sunken battleships. From that moment, the admiral burned for revenge.

Just as the Nazis had no idea London was deciphering all their messages through Enigma, the Japanese were convinced that slothful Americans would bever be able to crack their ingenious codes. This arrogance would give the United States an advantage in one crucial battle, the engagement that Yamamoto was next engineering, the decisive confrontation between the American and Japanese navies triggered by the Doolittle Raid. If it weren’t for Rochefort, Hypo, a series of Japanese missteps, and the profound bravery of certain navy airmen in this battle, it’s not unlikely that Tokyo’s dreams of Operation Number One–and the vast Asian empire of Dai Nippon Teikoku (The Empire of Japan)–would remain intact to this day. 

On May 5, 1942, Hypo intercepted an order to the Combined Fleet to strike the Aleutian Islands of Attu and Kiska on June 3, as well as a secret location known only as “AH” on June 4. Rochefort believed that “AH” might refer to the tiny American Marine and Army Air Force garrison of Midway Island, a notion his superiors dismissed as ridiculous. Why would Tokyo want to strike at opposite ends of the Pacific simultaneously, and why would the Japanese use almost their entire navy in pursuit of two negligible specks of atoll? In fact, were Japan to seize Midway, it would have a solid ribbon of defense across the Pacific, keeping the home islands safe from the sea-lane used by Task Force 16 (the Doolittle Raiders); it could drive the American entirely out of its Asian sphere; it would get a key stepping-stone for the eventual conquest of Hawaii; and it could use Midway as the base for a full retaliatory strike against the North American continent. 

Even though they couldn’t discern Yamamoto’s strategy, Rochefort’s superiors gave him the go-ahead to plot a trick. Using the navy’s undersea cable so that no Japanese listeners could overhear, Rochefort told Midway officers to openly broadcast a false distress call that their distillation plant was malfunctioning. Almost immediately, Japanese forces on Wake reported back to Tokyo that “AH” had problems with its water.

Hypo then uncovered more details of Yamamoto’s plan: “AH” would be attacked by a group of four carriers led by Nagumo Chuichi, the hero of Pearl Harbor, followed by an invasion from a second force. A third armada, which included three of Japan’s finest battleships, would meanwhile wait nearby for the American navy to rush to Midway’s defense. 

This last piece of strategy was almost as important Admiral Yamamoto as defending his emperor from further Doolittle raids, since it would realize a fifty-year-old dream of naval warriors from around the world. In The Influence of Sea Power upon History, 1660-1783 (the teenage FDR’s favorite Christmas present), Alfred Thayer Mahan theorized that command of the oceans was the key to success in any war, and that the way to secure the sea was to engage the enemy’s main force and destroy it in what the Japanese called the kantai kessen (the decisive battle). After the enemy’s fleet was vanquished, its coast and ports would be subjected to blockade and invasion–with the victor’s army coming in, as a subsidiary force, to mop up. For Annapolis, the War of 1812 had proved Mahan’s strategies absolutely valid, and for the Japanese naval academy at Etajima, the great naval defeat of Russia in 1905 had done the same. At Midway, Yamamoto would exact revenge for the Doolittle attack as well as completely destroy America’s Pacific Fleet in one gigantic and decisive battle of the sea. 

As Yamamoto began to assemble his mission, Hypo was able to decrypt the date, location, time, and ships assigned to “AH.”  On May 24, Rochefort was able to hand the exact Japanese battle plans to Ed Layton, CINCPAC’s intelligence officer, who studied the transcriptions, the Pacific charts, tides, intelligence officer, who studied the transcriptions, the Pacific charts, tides, winds, and weather, and informed Nimitz that the Japanese would “come in from the northwest on bearing 325 degrees and they will be sighted at about 175 miles from Midway, and the time will be about 0600.” It was, point by point, exactly what would happen.

Even with this key knowledge, Nimitz only had three TGs (task groups) to send against Yamamoto’s ten battleships, twenty-four cruisers, seventy destroyers, eighteen tankers, fifteen submarines, eight aircraft carriers, and assorted transports–185 ships in all. The Japanese carriers were armed with 261 planes, outnumbering the Americans by around 40 craft, all manned by far-better-trained and far-more-combat-ready pilots. Yamato and Musashi, the most remarkable ships ever built by Japan and the largest battleships ever built anywhere, would also take part, each of them armed with nine eighteen-inch guns throwing 3,200-pound shells a distance of twenty-five miles. To compound Nimitz’s difficulties, one of the greatest U.S. admirals had been sidelined; the stress and exhaustion of the first months of war had finally caught up with Bill Halsey, who succumbed to an attack of eczema that sent him to the hospital. In his stead, Rear Adm. Ray Spruance became temporary head of Enterprise, joined by Rear Adm. Frank “Jack” Fletcher on Yorktown, and Pete Mitscher on Hornet. Spruance’s sole prior combat experience lay in overseeing the escort ships for the Doolittle battle group. Now, for the first and only time, all three flattops of the Yorktown era would go to war together, ordered by Nimitz to meet at a spot in the Pacific 325 miles northeast of Midway, a location the men nicknamed “Point Luck.”

June 4 turned out to be a typical South Pacific summer day, with flat water, a few scattered white clouds, and wind so mild a carrier would need full-out turbines to launch its air. At 0534 scout planes radioed back to Enterprise that enemy ships had been spotted, and at 0603 Midway sent detailed information on the Japanese position: 150-175 miles to the west-southwest, precisely as Hypo had predicted. For the voracious fuel needs of the American fighters, this was very much at the limit for distance, but surprise was on the American side. Ray Spruance ordered his air to attack. 

At 0615 Vice Admiral Nagumo ordered seventy-two bombers and thirty-six fighters to strike the Americans on the twin atolls of Midway. They were met by twenty-five obsolete fighter planes, which they downed instantly. In the twenty minutes between 0630 and 0650, the Japanese destroyed Midway’s hospital, fuel tanks, and marine command post, killing another twenty men. They were met by heavy antiaircraft fire, however, so the attack was not fully successful. Thirty-six Japanese planes were downed, and thirty more made it back to their carriers so damaged that they couldn’t fly again. 

At 0702 Enterprise and Hornet together launched twenty Wildcat fighters, sixty-seven Dauntless dive-bombers, and twenty-nine Devastator torpedo planes, keeping behind only the air needed for bare-minimum ship defense. At 0838 Yorktown sent out seventeen Dauntlesses, twelve Devastators, and six Wildcats. It was pretty much everything the American navy had to throw. 

One squadron taking off and making its way across an empty Pacific to attack the invincible, all-powerful Japanese fleet was Hornet’s Torpedo Squadron 8, the airmen who’d spent so many hours showing off, palling around, and playing acey-deucey with Doolittle’s army volunteers. Their chief was Lt. Comdr. John C. Waldron of Fort Pierre, South Dakota, and June 4 was the first time any of them had taken off from a carrier deck with live torpedoes in their bellies. Pilot George Gay admitted that he and the others were nervous beforehand, but after all, they’d seen every one of Doolittle’s men take off, and “we figured by golly if they could do it, well we could too.”

After thirty minutes of flying, Waldron followed a hunch and led Torpedo 8 off to the southwest, while the fighters and bombers continued 265 degrees true. Hornet’s Bombing 8 would search in vain for its targets, Nagumo having withdrawn to exchange bombs or torpedoes to prepare for an attack on ships instead of on land, as Yamamoto had instructed. This change in Japanese position was never passed on to the American aviators, however, the Hornet battle report commenting: “[A]bout one hour after the planes had departed, the enemy reversed his course and started his retirement. We did not break radio silence to report this to the planes.”

At 0705 ten Devastators from Midway attacked the Kido Butai. All of their torpedoes missed, and seven were shot down. Since by that time the Japanese hadn’t yet vanquished the atoll and their patrol planes hadn’t detected any sign of the expected American fleet, Nagumo changed strategy against Yamamoto’s plans, and ordered another assault on Midway. This meant over an hour of lowering planes below, having their torpedoes replaced by bombs, and raising them back to the deck. 

At 0728, the very last of Nagumo’s patrol planes sent a message: “Sent what appears to be ten enemy surface ships…240 miles from Midway.” The reported position established that they were well within carrier air range, so Nagumo reversed direction again, ordering that all planes that hadn’t yet been switched to bombs should now retain their torpedoes. Yamamoto’s double-edged strategy of invading Midway while simultaneously destroying the American fleet was now compromising Nagumo’s command. As all his fighters were deployed in strafing the marines on their island, none were available to accompany a squadron attack on American ships. His decks were full of land bombers and a few dive-bombers, not the right equipment for a naval aerial assault, and he had planes returning from Midway unable to land, since the decks were too crowded. In their haste to follow the change of plans, Japanese deckhands left unused ordnance sitting out on deck instead of returning it below to the magazines. This would prove to be a fatal error. 

Almost immediately, twenty-seven dive-bombers and fifteen B-17 Flying Fortresses attacked from Midway, dropping 322 bombs–more than 120,000 pounds of explosives–all of which missed. Ten of these planes were shot down. The lead pilot in the attack on Pearl Harbor, Fuchida Mitsuo, watching on deck while recovering from the appendectomy that would sideline him from fighting, recalled: “We had by this time undergone every kind of attack by shore-based planes–torpedo, level bombing, dive-bombing–but were still unscathed. Frankly, it was my judgment that the enemy fliers were not displaying a very high level of ability. It was our general conclusion that we had little to fear from the enemy’s offensive tactics.”

Hornet’s Torpedo Squadron 8 followed John Waldron’s hunch straight to the Japanese fleet. At 0918, they were spotted by a cruiser, Chikuma, who signaled her closest destroyer. The two opened fire and blew out smoke screens. One by one Zero attackers appeared in the sky above the American fliers, quickly swooping down to maul the slow-moving Devastators. Of the fifteen planes of Torpedo Squadron 8, fourteen caught enemy fire, burst into flames, and fell into the sea. 

THe sole survivor was Ens. George Gay. During the assault the electric release for his torpedo jammed, so he had to do it manually. His target, the carrier Soryu, saw his missile’s wake, moved, and the American torpedo missed entirely. Ensign Gay then tried strafing the carrier’s deck with his guns, but they didn’t work either. 

Now five Zeros were after him. They disintegrated his rudder. They killed his crewman. They shot off one of his wings. His plane fell into the ocean, but the ensign, though hit in the leg and seriously wounded, was still alive. George grabbed his seat cushion and rubber life raft out of the cockpit, and hid under the floats from Japanese patrols.

The rest of Hornet’s air returned to their ship, never having found Kido Butai. Bombing 8 ran out of gas before they could get all the way home, and instead headed for emergency landings at Midway. The same insignia that had confused the Japanese during the Doolittle Raid now confounded the marines, and they opened fire. They missed every plane, and the navy pilots landed without injury. Other airmen couldn’t make it back to Hornet before their tanks ran dry, however. They crashed into the Pacific and were lost. 

At 0920 Wade McCluskey and his Enterprise dive-bombers arrived at the last reported Japanese position before the withdrawal. At an altitude of 20,000 feet, McCluskey could see for sixty miles or so, and there were no ships to be found in any direction. His gas gauge gave him two choices. Everyone in his squadron could give up, salvo into the water, and return to Enterprise, or they could immediately fly in exactly the right direction and just as immediately uncover the Japanese. Wade was a fighter pilot who’d never dropped a bomb before, and his decision was to begin a box search starting in the most likely direction he thought Kido Butai might have taken: the northeast. 

At 0940 fourteen Enterprise torpedo planes found and attacked Kaga. Eleven were downed, and all the torpedoes missed. The American sub Nautilus launched three torpedoes against Kaga. Two missed, and the third struck but didn’t explode. Another U.S. sub in the area, Grayling, was mistakenly attacked by Midway’s B-17s, and had to crash-dive to escape. 

At 0955 McCluskey sighted a Japanese destroyer–Arashi, which had been unsuccessfully chasing and rolling depth-charges against Nautilus–and quickly decided it was heading toward the fleet. Bombing 6 followed it. 

At 1000 fifteen Yorktown planes attacked Soryu. Thirteen were downed, and all of the American torpedoes missed.

At 1005 pilots in McCluskey’s squadron reported seeing “curved white slashes on a blue carpet”–the wakes of more ships than any U.S. naval airman had ever seen before. 

At 1020 all four Japanese carriers turned into the wind, to begin a devastating assault on the American fleet. Simultaneously, McCluskey’s force of thirty-seven dive-bombers met up with Yorktown’s remaining fighters and torpedo planes directly over Kido Butai. The Japanese had no radar to warn them, and most of their air was either  chasing Yorktown planes or on the way home from another round of attacking Midway. The Americans rose to position and began their screaming assaults. 

In the air was the dance of planes twisting and spinning to avoid the fire-cracker pops of one another’s machine guns; the climbing, back flip, and dropping into a straight 180 to max speed for attack; the coordinated geometric swoops of solid formation piloting; and, in the end, the shiny pricks of aircraft suddenly sprouting a ball of fire and plummeting into the ocean, leaving behind soaring black-and-white trails of smoke that rise and fade to nothing. “Zeros were coming in on us in a stream from astern,” remembered James E. Thach, leader of the Yorktown fighters. “Then I saw a second large group streaming right past us on to the torpedo planes. The air was just like a beehive… Then I saw this glint in the sun and it looked just like a beautiful silver waterfall; these dive bombers coming down. I could see them very well because that was the direction of the Zeros too. They weren’t anywhere near the altitude the dive bombers were. I’d never seen such superb dive-bombing.”

The first three bombs aimed at Kaga missed, but the fourth struck directly in the middle of her launch line. Two more missed, but the seventh and eighth struck forward, exploding on the hangar deck below. Kaga burst repeatedly into flames; even her paint caught fire. Three bombs then hit their mark on Soryu; its fire was so intense that the hangar doors warped. By 1915 both had sunk.

Akagi avoided bomb one, only to be hit by two and three. A Zero on deck caught fire and erupted, triggering a chain of explosions that led across the deck and into the hangar, setting off every piece of ordnance stored below. “At that instant a lookout screamed: ‘Hell divers!’ I looked up to see three black enemy planes plummeting toward our ship,” Fuchida Mitsuo remembered. “Some of our machine guns managed to fire a few frantic bursts at them, but it was too late. The plump silhouettes of the American ‘Dauntless’ dive bombers quickly grew larger, and then a number of black objects suddenly floated eerily from their wings. Bombs! Down they came straight toward me! The terrifying scream of the dive bombers reached me first, followed by the crashing explosion of a direct hit. There was a blinding flash and then a second explosion, much louder than the first…” Akagi, the lead flattop of what was once the world’s mightiest naval force, was scuttled by destroyers on June 5 at 0330.

At 1040, eighteen dive-bombers and six fighters, launched from Hiryu, immediately found Yorktown. She was hit on the flight deck, down the smokestack, and four decks below by an armor piercer, as well as by two Japanese eels. Dead in the water, she was abandoned at 1458 but stayed afloat for two more days until she was sunk by torpedoes from a Japanese sub. 

Shortly after 1600 Enterprise and Hornet sent out the rest of their air to mop up what remained of the Japanese navy. At around 1700 twenty-four Yorktown Dauntlesses scored four hits on Hiryu; she sank on June 5. 

Yamamoto’s airmen reported sinking three American carriers, and he ordered a pursuit, thinking he could incite a night battle, at which the Japanese excelled. But as time went on and more reports came in, he began to realize that his pilots’ first calls were exaggerated, and that he could be heading into a dawn attack. At 0815 on June 5 the order was given to withdraw back to Tokyo. That night George Gay, sole survivior of Hornet’s Torpedo Squadron 8, was found by an American flying boat, rescued, and returned to Oahu. 

The Americans knew they had repelled a great force, but it was a long time before anyone understood that this was the turning point of the Pacific War. Roosevelt had sent the Doolittle Raiders as vengeance for Pearl Harbor; Yamamoto responded by attacking Midway; and the American triumph in that battle, using the secrets of Magic, would serve as the ultimate in revenge…Their feared Kido Butai would never strike forcefully again, and the Japanese would from now on be on the defense against a stronger American naval power in the Pacific. Months after, George Marshall would honor the navy’s success by calling this battle “the closest squeak and the greatest victory.” For Tokyo, the war was irrevocably lost.

As you have read, and were probably frustrated by, we had no business winning this battle. Our torpedoes and bombs missed time and again and yet, the prowess of only a few Dauntless won us one of the most decisive battles and turned the tide of the war. Analysts often point to Japanese aircraft losses at Midway as eliminating the power of the Imperial Navy’s air arm, but in fact about two-thirds of air crews survived. More devastating was the loss of trained mechanics and aircraft ground crews who went down with the ships. Some historians see Midway as the turning point in the Pacific theater of the war, after which Americans rode straight to Tokyo; others view it as a cusp in the war, after which initiative hung in the balance, to swing toward the Allies in the Guadalcanal campaign (to be covered next time). Either way, Midway ranks as a truly decisive battle. The Japanese lost approximately 3,057 men (some researchers even estimate closer to 5,000), four carriers, one cruiser, and hundreds of aircraft, while the United States lost approximately 362 men, one carrier, one destroyer, and 144 aircraft. This critical U.S. victory stopped the growth of the Japanese empire in the Pacific and put the United States in a position to begin shrinking that empire through a campaign of island-hopping invasions and several even larger naval battles.


Nelson, Craig. The First Heroes. Penguin Books. 2002. Pg. 252-259.

The Battle of Midway. The National WWII Museum. 2017. Battle of Midway. A&E Television Networks. 2019.