“God, This Is It!”

Breakfast came early for the carrier air groups on June 4, 1942.

At 0200, a messenger tapped Dusty Kleiss on the arm and said, “It’s time to wake up.” After years at sea, Kleiss was able to sleep blissfully in a few minutes, hypnotized by the gentle rocking of his big ship. At the messenger’s touch, he rolled out of his bunk, just three feet below the flight deck, dressed, and headed for the officers’ mess.1

“I don’t think anybody was particularly hungry that morning,” said Lew Hopkins of Bombing Six. “I think everybody just kinda pushed their eggs around.” Walt Rodee, skipper of Hornet’s Scouting Eight, sat down beside Torpedo Eight skipper Jack Waldron to eat his scrambled eggs. “Walt, this is what we’ve been getting flight pay for,” Waldron said of the day’s important mission. Rodee agreed, adding, “Let’s be sure and get there.”2

Chief Jim Murray, the leading radioman of Bombing Six, found the usual mealtime laughing and joking to be absent among the air group CPOs, including chiefs Wilson Sandefer and Charles Grenat of VT-6 and John O’Brien of VF-6. O’Brien, in addition to his Fighting Six duties, had long flown with the air group commanders, dating back to his flight with Brigham Young at the beginning of the war. O’Brien was now slated to fly with Wade McClusky, but he stopped by breakfast to say that he had lost his glasses and would be unable to fly.3

O’Brien then casually mentioned that he had made his own arrangements for ARM1c Walter Chocalousek to take his place without consulting his superior. “This upset me to no end,” Murray said. Chocalousek, fresh from aircraft gunnery school, had just joined VB-6 at Ford Island the previous week and had been assigned to serve as Murray’s on-deck maintenance man for the SBDs. Murray informed O’Brien in no uncertain terms that he would assume responsibility for all VB-6 on-deck radio maintenance in Chocalousek’s absence.

By 0400, the Enterprise aviators were in their ready rooms. The pilots had plotted the carrier’s position and had recorded wind and other data. Yorktown’s VS-5 handled the morning scouting. At 0430, ten of Wally Short’s SBDs departed to search a northern semicircle out to a hundred miles. Lieutenant Tex Conatser, as flight scheduler for the squadron, had penciled himself in with those being held for the morning strike and placed Lieutenant Sam Adams on the morning scout mission. Adams, who held rank on Conatser, called for a switch of their positions. Short’s and Conatser’s SBDs formed on wing lights and blue exhausts in the darkness before fanning out to scout. The ready-room Teletypes began clattering with the first word from Midway’s search planes minutes after the Yorktown scouts departed. A PBY flying boat reported shortly after 0440 that a night torpedo attack had been made on an enemy transport force. The next report did not come until 0534, and it was frustratingly brief: “Enemy carriers.”4

Dick Dickinson was seated in the front of VS-6’s seven rows of chairs between skipper Gallaher and third officer Charlie Ware. To him, their smoke-filled room had never been so quiet. “Yet the confidence was something one could feel,” he said. Dusty Kleiss reached into the locked cabinet underneath his front-row seat and pulled out his chart board as Gallaher began printing vital information on the squadron’s chalkboard.5

With a belly full of steak and eggs, Dusty was ready for action. Under his flight suit, he wore his girlfriend Jean’s sweater for extra warmth at high altitude. In his upper left arm pocket were several sharpened pencils for plotting data on his chart board. In his chest pockets were a small flashlight and a lipstick-size container of Vaseline and ephedrine. The flight surgeon had long instructed each pilot to take a whiff of ephedrine if either nostril was not fully open before diving to save his eardrums. Kleiss’s leg pockets included a spare flashlight, new batteries, wool cloths to clean his chart board, and another cloth to wipe his SBD’s windshield.6

On Yorktown, ARM3c Lloyd Fred Childers felt, “God, this is it!” As he had dressed that morning, Childers placed his wallet and wristwatch on a shelf in the locker by his bunk that he shared with his brother, AMM3c Wayne Childers. The fourth of June was Lloyd’s twenty-first birthday, but as one of Torpedo Three’s radiomen/gunners, he was a realist. “Wayne,” he said, “if I don’t come back from this flight, these are yours.”7

Flight officer Joe Penland conducted the squadron briefing in Bombing Six’s ready room. His brown eyes flashed as the short North Carolina native gave the operational orders. Aside from the air group commander, there would be no switching of planes for VB-6’s launch this day, to eliminate confusion. If anyone received a “down” for their SBD’s launch, they were simply out for this important strike. Ensign George Goldsmith, one of VB-6’s rookie pilots, could see a difference in the ready room. The rookies had a certain excitement not present in the faces of the unit’s combat-seasoned veterans.8

In Scouting Eight’s ready room, Benny Moore leaned over to his division leader.

“How’d you make out in the poker games last night, Gus?” Moore asked in his Texan drawl.

“I got a shellacking,” Widhelm said.

Knowing his exec’s deep superstitions, Moore replied, “Then you should have a good day today.” Gus Widhelm had long felt that it was bad luck to win big before an important mission.9

Nearby in Bombing Eight’s ready room, Roy Gee heard the Teletype machine steadily clicking away. He diligently copied the navigational data to his chart board, as did the other VB-8 pilots. One of Gee’s squadron mates, Thomas Wood, was feeling confident. “I was very young and aggressive,” he later said. “I boasted before the battle that I would sink the flagship Akagi.”10

Clay Fisher learned that he had been “volunteered” to accompany the Sea Hag for the big mission. Fisher was totally devastated to be flying wing on Commander Ring. He normally flew the ninth position in VB-8’s order. He wanted to be in his own squadron’s formation with all the rapid-firing, twin .30-caliber rear guns from eighteen dive-bombers protecting their tails. Fisher feared that his lead section would probably be attacked first by Zeros.11

After three months on board Hornet, Stan Ring still had not endeared himself to his men. Before the war, Ring had been attached to a British carrier and had learned much of their snobbish ways. He had retained some English mannerisms, including his peculiar wearing of immaculately tailored dress uniforms and even a swagger stick as a show of authority. Bombing Eight pilot James Vose felt that the CHAG was “the epitome of the picture of the ideal naval officer.”12

• • •

The deciding hours at Midway were at hand. Neither Admiral Fletcher nor Admiral Spruance could fathom how even the giant naval matchup odds had become. Admiral Yamamoto’s Imperial Japanese Navy had put to sea with a staggering number of warships and landing vessels to facilitate the planned offensives against both the Aleutians and Midway. However, on the morning of June 4, only two of his formations were within a day’s steaming distance of Midway—Rear Admiral Tanaka’s transport group of transport ships and destroyers and Vice Admiral Nagumo’s first carrier striking force. Yamamoto himself was in his main body of warships farther behind, and essentially out of the main picture.

Nagumo’s Kido Butai was thus the only serious threat to the American carrier as the morning of June 4 unfolded. Nagumo had twenty warships—four fleet carriers, two cruisers, two battleships, and a dozen destroyers—against twenty-five U.S. warships. Fletcher and Spruance had three flattops, plus the air strength of a fourth “flight deck” in the form of the unsinkable Midway airstrip. They were thus not facing overwhelming odds, but merely a contest of which opponent would be first to shut down the other’s flight decks.

At 0552, another PBY reported two carriers and battleships 175 miles away from the American carriers. Fletcher signaled Spruance at 0607 to attack the enemy carriers as soon as they were definitively located. Yorktown would follow after recovering Lieutenant Short’s search planes. As Task Force 16 steamed away, word was prematurely passed on Enterprise for the pilots to man their planes. In Scouting Six’s ready room, the pilots stood and shook hands. They filed out of the squadron meeting room and headed for the flight deck. The loudspeaker abruptly halted them. “Belay that. All pilots return to the ready room.”13

On Hornet, there was also a false start order for all strikers to man their planes. Captain Mitscher then held a conference on the bridge with his air group leaders—Ring, Jack Waldron, Pat Mitchell, Walt Rodee, Ruff Johnson, air officer Commander Apollo Soucek, and Lieutenant Commander John Foster, the air operations officer. Waldron pleaded for fighters to help cover his Torpedo Eight TBDs, but Mitscher told VF-8 skipper Mitchell to “go out and stay with the bombers.”14

In the meantime, the Japanese were already making their own strike. Shortly after 0600, Midway’s radar picked up the first blip of approaching aircraft. As U.S. aircraft tangled with the incoming enemy, Midway launched strike groups toward the Japanese carriers. On board Enterprise, Admiral Spruance decided to launch his strike planes at 0700, but failed to pass the word along immediately to Hornet. Task Force 16 split into two groups to give the air groups ample room to form up before departing. Wildcat fighters were launched for combat air patrol duties by both carriers before the SBDs were taxied into takeoff positions.

The radiomen-gunners were still not included in the pilots’ ready rooms for prestrike briefings as of June 1942. Jim Murray felt somewhat in the dark when the orders came to man their planes. As his skipper, Dick Best, climbed into the cockpit of their 6-B-1, he said only, “Well, Murray, this is it.”15

Enterprise’s deck was spotted with three dozen Dauntlesses of VS-6, VB-6, and the CEAG section. Dick Best’s eighteen-plane contribution from Bombing Six was reduced to fifteen when three SBDs—Harvey Lanham’s 6-B-10, Lloyd Smith’s 6-B-4, and Arthur Rausch’s 6-B-17—failed to start or maintain power and were struck below on the elevators. The fact that the Enterprise strike group had been spotted on deck for a full day without launching did not help the mechanical snafus of the morning.

AOM3c Harold Llewellyn “Lew” Jones was beyond disappointed. He had been busy for days working the bugs out of his squadron’s new twin .30-caliber rear guns, some of which shook so much during firing that they would jam. Everything looked good when Ensign Rausch turned up their engine and pulled 6-B-17 to the takeoff line. Then the starter suddenly gave their plane a “down” signal. “Rausch took the power off and shut down,” said Jones. “I just couldn’t believe that my plane wasn’t flyable.”16

Scouting Six was spotted forward on the flight deck, and with a shorter takeoff distance the first six SBDs carried only a five-hundred-pound bomb. Earl Gallaher led off the procession in his 6-S-1 at 0706. Dickinson, turning up at the head of VS-6’s second division, thought to himself: This is the big day.17

Frank Patriarca missed his chance to avenge Pearl Harbor this day. The starter found that his engine sounded questionable when he turned up to full power. He taxied to the side and his 6-S-13 was taken to the hangar deck for servicing.18

The last nine SBDs of VS-6, with a little more takeoff distance, had been armed with additional hundred-pound bombs under each wing. Pilot Mike Micheel was apprehensive of launching with seven hundred pounds of bombs, twice the weight of the 350-pound depth charge he had carried on scouting missions. Micheel had made a ritual of saying a prayer before each flight; today he just might need it more than usual. The flight officer dropped his flag and pointed it toward the bow. Micheel released his brakes and throttled full-speed down Enterprise’s flight deck.19

Scouting Six departed in three five-plane divisions under Gallaher, Dickinson, and Charlie Ware. Behind them was the CEAG section of Wade McClusky and his two VS-6 wingmen, ensigns Bill Pittman and Dick Jaccard. The latter two were assigned to fly the squadron’s only two photo aircraft to document the mission. They were simply instructed how to turn the cameras on and off. “They were fixed cameras located in the belly of each aircraft to focus vertically as the aircraft flew in a level altitude,” said Pittman.20

Dick Best’s Bombing Six, armed with thousand-pound bombs, launched behind the CEAG section. Due to his heavy load, Best’s Dauntless dropped below flight deck level upon launching. Jim Murray watched as sailors rushed to the bow to see whether Lieutenant Best could fight his bomber back above the waves. He did, and his division was followed by the five-plane second and third divisions of lieutenants Joe Penland and John Van Buren.21

Ensign Lew Hopkins was spotted far back in the pack of planes. He was worried about making his first launch with a live bomb, and the largest load he could carry at that. Rear gunner Ed Anderson gripped the sides of his cockpit tightly, ready to bail out if necessary. Their Dauntless sped forward and dropped off the flight deck with its heavy load, wobbling about dangerously low. Let’s go! Anderson thought until their airspeed built up enough for them to climb above the waves. Stuart Mason was riding as gunner for Lieutenant Andy Anderson in the next-to-last VB-6 dive-bomber to launch. He felt great relief to see a long takeoff run for their full fuel tanks and thousand-pound bomb load.22

McClusky’s thirty-three SBDs circled the task force, waiting for the torpedo planes and fighter planes to launch. His only instructions had been to make a group attack on the enemy force and to maintain radio silence until the enemy ships were sighted. No information had been given to McClusky as to how Stan Ring, the Hornet air group commander who was technically his senior, was to coordinate with him. In addition, no information was received by McClusky to indicate how the Yorktown group was to participate.23

Another twenty minutes passed and still nothing appeared to be happening on Enterprise’s deck below. The flight deck crews were busily hauling up Gene Lindsey’s torpedo-laden Devastators, which would need the full deck length to launch. Dick Best could appreciate their need, as he had used the full deck to launch VB-6 with their thousand-pound bombs.24

The launching and formation went smoother on Hornet.

In Scouting Eight’s ready room, Gus Widhelm stood up and announced, “Widhelm is ready; now prepare the Japs!” It would become his trademark slogan. “Everyone was gung ho to go,” remembered Ben Tappan of VS-8. Bombing Eight pilot Roy Gee noted that everyone wished one another good luck as they left the ready room for the climb to the flight deck and their SBDs.25

Morning Carrier Strike Group

Enterprise Strike Group: June 4, 1942






Lt. Cdr. Clarence Wade McClusky Jr.

ARM1c Walter George Chocalousek


Ens. William Robinson Pittman

AMM2c Floyd Delbert Adkins


Ens. Richard Alonzo Jaccard

RM3c Porter William Pixley






Lt. Wilmer Earl Gallaher

ACRM Thomas Edward Merritt


Ens. Reid Wentworth Stone

RM1c William Hart Bergin


Ens. John Quincy Roberts*

AOM1c Thurman Randolph Swindell*


Lt. (jg) Norman Jack Kleiss

ARM3c John Warren Snowden


Ens. Eldor Ernst Rodenburg**

Sea2c Thomas James Bruce**


Ens. James Campbell Dexter

RM3c Donald Laurence Hoff






Lt. Clarence Earle Dickinson Jr.*

ARM1c Joseph Ferdinand DeLuca*


Ens. John Reginald McCarthy*

ARM2c Earl Edward Howell*


Ens. Carl David Peiffer*

ARM3c Frederick Charles Jeck*


Lt. (jg) John Norman West

ARM2c Albert R. Stitzelberger


Ens. Vernon Larsen Micheel

RM3c John Dewey Dance


Ens. John Cady Lough*

RM3c Louis Dale Hansen*






Lt. Charles Rollins Ware*

ARM1c William Henry Stambaugh*


Ens. Frank Woodrow O’Flaherty*

AMM1c Bruno Peter Gaido*


Ens. James Arnold Shelton*

RM3c David Bruce Craig*






Lt. Richard Halsey Best

ACRM James Francis Murray


Lt. (jg) Edwin John Kroeger

RM3c Gail Wayne Halterman


Ens. Frederick Thomas Weber

AOM3c Ernest Leonard Hilbert


Lt. (jg) Wilbur Edison Roberts

AMM1c William Burr Steinman


Ens. Delbert Wayne Halsey*

RM3c Jay William Jenkins*






Lt. Joe Robert Penland*

ARM2c Harold French Heard*


Ens. Tony Frederic Schneider*

ARM2c Glenn Lester Holden*


Ens. Eugene Allen Greene*

RM3c Samuel Andrew Muntean*


Ens. Thomas Wesley Ramsay*

ARM2c Sherman Lee Duncan*


Ens. Lewis Alexander Hopkins

RM3c Edward Rutledge Anderson






Lt. (jg) John James Van Buren*

ARM1c Harry William Nelson Jr.*


Ens. Norman Francis Vandivier*

Sea1c Lee Edward John Keaney*


Ens. George Hale Goldsmith

ARM3c James William Patterson Jr.


Lt. (jg) Edward Lee Anderson

ARM2c Stuart James Mason Jr.


Ens. Bertram Stetson Varian Jr.*

ARM3c Charles Robert Young*

Fighting Six (VF-6): 10 F4Fs under Lt. James Seton Gray Jr.

Torpedo Six (VT-6): 14 TBDs under Lt. Cdr. Eugene Elbert Lindsey

*Shot down or ditched during June 4, 1942, morning strike.

**Forced to return to ship.

The Hornet rear seat gunners waited for hours for their call to action, standing ready in the radio shack on the port side of the carrier near the after end of the island structure. Among them was ARM3c Earnest Ray Johnston, a twenty-four-year-old from Virginia who had been drafted one year prior. The Scouting Eight radioman had heard from skipper Walt Rodee that a major sea battle was imminent and yet he felt no apprehension. “I was as ready as I’d ever be,” said Johnston.

For Bombing Eight radioman Oral Lester Moore from Denver, there was an awful lot of waiting. He passed the time chatting with his two best friends, ARM2c Dick Woodson of Scouting Eight and ARM2c Ronnie Fisher of Torpedo Eight. Moore was lean and the tallest of his squadron at six-foot-four inches, and was appropriately known to all as “Slim.”26

Slim had worked a variety of odd jobs after graduating from East Denver High School in June 1939. One morning, his hometown buddy Ronnie Fisher came to visit him after Moore had completed a shift parking cars in an all-night garage.

“Slim, I’m going to join the Air Force,” Fisher announced. “There’s trouble in Europe and I think we ought to get a head start.”

Slim had always wanted to become a naval aviator, although he had never seen the ocean. He convinced his buddy Ronnie to join the Navy with him instead and they proceeded to boot camp together. After aviation radio school, Moore was assigned to floatplanes on the heavy cruiser Salt Lake City, while Fisher went to a utility squadron on Ford Island in Pearl Harbor. As fate would have it, the hometown boys were reunited in 1942 as part of the new Hornet Air Group.

The call finally came to man their planes at about 0640. Fisher, Moore, and their close buddy Dick Woodson (who also hailed from Denver) exchanged offerings of good luck before racing up the steel ladder to the flight deck. Slim felt a sense of nervous excitement. After months of training and endless scout flights, he and his buddies now had a chance to experience real combat.

Stan Ring was senior aviator of the three carrier groups and was senior pilot launched from Task Force 16. At this time, carrier operation orders did not call for him to take overall tactical command of both Hornet’s and Enterprise’s strike planes. Even if such a doctrine existed, the hastily organized plans of June 4 would not have permitted him to oversee both air groups. Instead, Ring would command the forty-five-plane Hornet strike group.

Hornet launched thirty-four dive-bombers, half of the SBDs armed with five hundred-pound bombs and the other half with thousand-pound loads. Lieutenant Commander Walt Rodee took off first with fifteen dive-bombers of VS-8, followed by the Sea Hag with his VB-8 wingman. Lieutenant Commander Ruff Johnson followed with his seventeen SBDs of Bombing Eight.27

The CHAG section was spotted behind their F4F escorts on the deck. Clay Fisher was surprised when Hornet’s chief photographer climbed up on his right wing just after he started his engine. The chief was frantically pointing at something behind Fisher’s head. He finally understood that his 8-B-9 was equipped with an aerial camera mounted in the plane’s belly and that he would have to flip a switch just below his headrest to activate the camera during an attack. “My plane was selected because I was supposed to be the last plane to dive,” Fisher said.28

Roy Gee met his VB-8 rear gunner, ARM1c Donald Canfield, at their assigned Dauntless to go over the mission and inspect their plane. “As I sat there waiting for the signal to start engines, I suddenly got the same feeling of apprehension and butterflies in the stomach that I got before the start of competition in high school and collegiate athletics,” remembered Gee. Behind his plane in the second division of Bombing Eight was Troy Guillory. He was disturbed that one of his squadron’s senior pilots had refused to fly his own mechanically challenged dive-bomber, leaving Guillory with a dud SBD for this important mission.29

In the air, Stan Ring directed the Dauntless pilots to assume a group parade formation with his command section at the head of a giant vee of vees. Scouting Eight and Bombing Eight deployed in huge vee formations to either side of the CHAG section, VS-8 on the right and VB-8 on the left. Pat Mitchell’s Wildcat fighter section took station in three groups as the dive-bombers slowly climbed toward nineteen thousand feet.30

With the deck clear of SBDs, Hornet’s air department brought up the last nine TBDs of Torpedo Eight. They began launching and Hornet’s deck was clear by 0742. The early PBY’s contact report placed the Japanese carriers about 155 miles distant. Ring led his procession into good flying weather with bright sunshine and only scattered clouds at about fifteen hundred feet.31

Thirty-nine minutes after the launch had started, Wade McClusky’s Enterprise dive-bombers were still orbiting their task force, waiting on the fighters and torpedo planes to take off. Tony Schneider of Bombing Six was becoming frustrated as his division slowly climbed and circled endlessly above the Big E. “We stayed there and stayed there until it seemed like an eternity,” he said. At high altitude and at high blower, his SBD was burning up precious fuel in a hurry.

Morning Carrier Strike Group

Hornet Strike Groups: June 4, 1942




Cdr. Stanhope Cotton Ring

ARM2c Arthur M. Parker

Ens. Clayton Evan Fisher

ARM3c George E. Ferguson




Lt. Cdr. Walter Fred Rodee

ACRM John Lenzy Clanton

Lt. (jg) Ivan Lee Swope

ARM2c Harmon L. Brendle

Ens. Paul Edmond Tepas

ARM3c Moley J. Boutwell

Lt. Ray Davis

ARM1c Ralph Phillips

Lt. Laurens Adin Whitney

ARM2c Angus D. Gilles

Lt. (jg) Jimmy McMillan Forbes

ARM3c Ronald H. Arenth

Lt. Ben Moore Jr.

ARM2c Richard Cusack


Ens. Stanley Robert Holm

ARM2c James H. Black Jr.

Lt. (jg) Albert Harold Wood

ARM3c John Louis Tereskerz




Lt. William John Widhelm

ARM1c George D. Stokely

Lt. (jg) Donald Kirkpatrick, Jr.

ARM2c Richard Thomas Woodson

Ens. Don “T” Griswold

ARM1c Kenneth Cecil Bunch

Lt. Edgar Erwin Stebbins

ARM2c Ervin R. Hillhouse

Ens. Benjamin Tappan Jr.

ARM3c Earnest Ray Johnston

Ens. Philip James Rusk

ARM2c John H. Honeycutt




Lt. Cdr. Robert Ruffin Johnson

ACRM Joseph G. McCoy

Ens. Philip Farnsworth Grant

ARM2c Robert H. Rider

Ens. William Douglas Carter

ARM2c Oral Lester Moore

Lt. James Everett Vose Jr.

ARM2c Joseph Yewonishon

Ens. Roy Philip Gee

ARM1c Donald L. Canfield

Ens. Joe Wiley King

ARM3c Thomas M. Walsh

Lt. (jg) Fred Leeson Bates

ARM1c Clyde S. Montensen

Ens. Arthur Caldwell Cason Jr.

ARM3c Alfred D. Wells




Lt. Alfred Bland Tucker III

ARM1c Champ T. Stuart

Ens. Gus George Bebas

RM3c Alfred W. Ringressy Jr.

Ens. Don Dee Adams

ARM2c John B. Broughton Jr.

Ens. James Austin Riner Jr.

ARM2c Floyd Dell Kilmer

Lt. John Joseph Lynch

ARM1c Wilbur L. Woods

Ens. Troy Tilman Guillory*

ARM2c Billy Rex Cottrell*

Ens. Kenneth Broughton White

ARM3c Leroy Quillen

Ens. Thomas Junior Wood*

ARM3c George F. Martz*

Ens. Forrester Clinton Auman*

ARM3c Samuel P. McLean*

Fighting Eight (VF-8): 10 F4Fs under Lt. Cdr. Samuel Gavid Mitchell

Torpedo Eight (VT-8): 15 TBDs under Lt. Cdr. John Charles Waldron

*Ditched during June 4, 1942, morning strike.

Note: Hornet aircraft assignments unknown for Battle of Midway. Scouting Eight composition for this flight based upon the research of Mark E. Horan.

Admiral Spruance knew from his radio intelligence officer Gil Slonim that a Japanese scout plane pilot had radioed a contact report of the American force. He finally sent orders to McClusky via signal light at 0745: “Proceed on mission assigned.”32

Hornet’s strike force was no longer in sight when McClusky departed. In what would prove to be the most important mission of the war ever launched from American carrier decks, each carrier’s strike force was departing independently—and each air group was not even cohesive.

Torpedo Six was the last of the Enterprise group to launch around 0800. Lieutenant Commander Gene Lindsey, still battered from his water landing several days prior, had to be helped into the cockpit of his Devastator. Radioman Ron Graetz stood on the starboard aft catwalk with his buddy Dick Butler to watch their squadron depart. Graetz, freshly returned from gunnery schooling, had been reassigned from Lieutenant (j.g.) Severin Rombach’s crew to that of a newer pilot. As his familiar 6-T-9 rolled up the deck, Graetz and Butler saw their friend Wilburn Glenn facing aft, with his guns already in position. Glenn looked like a victorious boxer. He kept alternately giving the two-thumbs-up sign and the hands-clasped-over-his-head signal all the way up the deck. It was the last Graetz would ever see of Glenn or Rombach.33

It had taken nearly an hour to completely launch the Enterprise Air Group, but by 0800 the strike groups from Hornet and Enterprise were both on their way. The collective force numbered 116 aircraft: sixty-seven dive-bombers, twenty-nine torpedo planes, and twenty fighters.34

Bombing Six had three planes that had failed to launch, but Earl Gallaher’s VS-6 had its own difficulties. Pat Patriarca, leader of the second section of Scouting Six, had been unable to take off due to mechanical problems. His wingman, Johnny Lough, formed up on the tail end of Dick Dickinson’s second division, leaving Charlie Ware’s third division of VS-6 with only three planes.

Ensign Rodey Rodenburg found his thirteenth carrier mission to be unlucky. The VS-6 rookie climbed for altitude with his squadron as Wade McClusky led them out from Enterprise, but his SBD was uncooperative. Rodenburg could not shift his engine into high blower for high-altitude operation. He gave it full throttle, full rich-fuel mixture, and full low-prop pitch, but his 6-S-9 steadily fell behind.35

Rodenburg was forced to stay at lower altitude as the Enterprise bombers climbed to twenty thousand feet, where the air became much colder. Section leader Dusty Kleiss was comforted by his girlfriend’s sweater that he wore under his flight suit—as much for warmth at altitude as a good-luck charm.36

Nearly a hundred miles out, Ensign Rodenburg could not climb his SBD above eight thousand feet. “I had two choices,” he said. “One was to fly at much lower altitude to keep up and run out of gas, or return to the Enterprise. I know I’m alive today because I made the latter decision.” Rodenburg slipped into the cloud cover to dodge two Japanese planes during his lonely return leg while gunner Thomas Bruce used the Enterprise ZB homing beacon to locate the carrier. Once back on board, Rodenburg’s 6-S-9 was struck down to the hangar deck, where the mechanics began work on its faulty high blower.37

Other SBDs were also struggling along. Tony Schneider eased up alongside division leader Joe Penland shortly into the flight and hand-signaled that he was fighting a balky engine and excessive fuel consumption. Penland acknowledged the report and Schneider eased back into position. “I knew before I headed for the enemy that I wasn’t going to get back,” said Schneider. Bombing Six’s Bill Roberts decided to break a cardinal rule. Normal protocol was for the SBD pilots to always climb for altitude with their fuel mixture control in the “auto-rich” position. Roberts knew this helped to avoid overheating the engine and possible damage from resultant detonation. Yet for this mission he climbed in the “auto-lean” position because of the lower fuel consumption. “I felt that the engine would hold together during this one flight, and if it was unusable thereafter, I didn’t care,” Roberts said. “We had plenty of spare engines aboard ship.”38

Lieutenant Best had his pilots switch to oxygen as Bombing Six climbed past twelve thousand feet. He quickly found that he had a bad oxygen canister in his cockpit. He only had two of them, and each was good for two hours. Best had stripped his Dauntless of unnecessary weight for this flight, removing his first-aid kit and extra oxygen containers. “I had to breathe it through and choke it through the caustic soda, the element that took out the moisture and heated up the air,” he said. He was finally able to breathe clearly through his bad container, but the fumes he had inhaled would later have dire consequences on his body.39

The other Hornet and Enterprise aviators enjoyed a clear view of an open Pacific Ocean as they flew at eighteen-thousand- to twenty-thousand-foot altitudes toward the Japanese fleet.

• • •

Commander Stan Ring’s air group was the first to take departure from TF-16. His thirty-four SBDs and ten F4Fs joined in formation above Hornet, then started a slow climb toward nineteen thousand feet. The aircrews also switched to oxygen masks upon reaching high altitude, and Clay Fisher soon discovered he was collecting ice inside his mask from cold air leaking in that mixed with his warmer breath. He had difficulty breathing and removed his mask periodically to clear the accumulating ice.40

Jack Waldron, one-eighth Sioux Indian and nicknamed “Redskin” at the Naval Academy, claimed his heritage gave him a kind of sixth sense. His Torpedo Eight flew at lower altitude and slower speed, remaining in the tail of the procession for the first half hour. Ring led his Hornet pilots out on a heading of 265 degrees true from the carrier for the first sixty miles. Ensigns Ben Tappan and Troy Guillory were concerned with their fuel situation due to how long their SBDs had circled the task force before departing. To further complicate the situation, a disagreement soon ensued between VT-8 skipper Waldron and Ring over their air group’s course.41

At 0816, Guillory heard Waldron open up on the radio to tell the Sea Hag that they were flying in the wrong direction. There was no reply, but Tappan soon heard Waldron announce, “I know where the damn fleet is.”42

Ring snapped, “You fly on us. I’m leading this formation. You fly on us.”

A minute or two later, Tappan heard Waldron’s voice again: “The hell with you.” At 0825, Torpedo Eight began turning to the southwest as Waldron chose his own solo course toward where he sincerely believed Nagumo’s carriers would be found. The sudden turn of the Devastators was noted by several of the SBD rear gunners, including Dick Woodson in Ensign Don Kirkpatrick’s VS-8 plane.43

Woodson watched VT-8 veer to the left of Commander Ring’s heading. “Where is Torpedo Eight going?” he asked his pilot.44

“I have no idea,” Kirkpatrick replied, keeping his SBD tight in formation. Commander Ring continued doggedly on, with Pat Mitchell’s Wildcats in company. “We took the given course. I don’t know what he took,” Walt Rodee said of Waldron. Torpedo Eight was on its own.45

The Hornet SBD pilots saw nothing but empty ocean during the first hour of their westward flight. By 0900, Ensign John McInerny was concerned enough about his fuel to twice fly up alongside Mitchell and point to his gauge. Lieutenant Commander Mitchell angrily gestured for him to fall back into position, but McInerny instead finally swung around and headed east with his F4F wingman. Mitchell reluctantly turned right, gathered his other eight Wildcats, and headed east behind his two junior pilots.46

The SBD pilots were dismayed to see their fighter escorts suddenly turn and depart just 160 miles out from Hornet. Ring maintained his westerly heading of 265 degrees, but no ships appeared at the point where the Japanese fleet was expected to be. Nagumo’s carriers, having learned of the location of the American carriers, had turned toward Midway and had then been forced to dodge American land-based attacks during the morning. Pilot Roy Gee felt that they were getting close to the point of no return without seeing any sign of the Japanese fleet.47

Around 0920, at least one of the VB-8 plane crews heard snippets of radio chatter from Torpedo Eight, which had apparently located the Japanese carriers. Fuel was becoming a serious issue at this point for Hornet’s SBDs. Lieutenant Moe Vose, leading one of VB-8’s sections, later said, “I knew that we would never make it back to the ship. We flew the whole route in tight parade formation! I can well recall whacking off the throttle, then putting it back on, and at times very nearly spinning out in order to keep position.” Ben Tappan tried to maintain altitude on Commander Ring with very low power, with it leaned out so bad that his engine was coughing. If this guy keeps on going this direction, we’re never going to get back to the ship, Tappan thought of Ring.48

Ensign Thomas Wood, flying in VB-8’s last section, advised section leader Ken White of his fuel status. White in turn advised division leader Abbie Tucker by hand signal and received a nod in reply. White turned back to Wood, shrugged his shoulders, and kept going. Wood grinned back, told his radioman George Martz, “Horseshit, here we go again, Marty,” and stayed with the pack. Wood assumed his senior officers felt that they were going to find the Japanese fleet one way or another. The availability of fuel to make it back home was apparently an afterthought.49

Not everyone was in agreement with Sea Hag’s left turn. John Lynch of VB-8 felt from his own navigation that a right turn was more logical at this point. Stan Ring took his thirty-four dive-bombers out some 225 miles before he led them into a wide left turn in order to head south. His wingman, Clay Fisher, was in the process of trying to attract the attention of Lieutenant Commander Rodee. Fisher, noting the CHAG’s sudden turn, attempted to reverse course to rejoin him but saw only empty sky. Alone and vulnerable, Fisher followed in the wake of Scouting Eight, lagging some distance behind them.50

The cohesive structure of Hornet’s dive-bombers began to crumble. Ring completed his 180-degree turn and set course east for Task Force 16, using his Zed Baker to home in on the fleet from high altitude. Walt Rodee’s fifteen VS-8 bombers also turned east after only a few minutes on a southerly heading. Ruff Johnson, however, led VB-8 farther south before finally turning back with his squadron on its own. By turning for home and flying east, Ring missed the chance to happen upon the Kido Butai to the south. Johnson’s VB-8 actually flew too far south of Nagumo’s carriers before he decided to swing east for TF 16. The Hornet SBDs thus unwittingly missed the Japanese carriers on both sides before turning back.51

The true events of the Hornet’s air group during its June 4 attempt to hit Nagumo’s carriers would never be recorded by Stan Ring or any of his four squadron commanders. Instead, Hornet’s skipper, Captain Marc Mitscher, would file an action report on behalf of all of his aviators. In it, he stated that the Hornet Air Group had flown a course of 239 degrees and therefore missed Admiral Nagumo’s carrier fleet. If Hornet’s SBDs had actually flown a course of 239 degrees, they would likely have found the carriers.52

Hornet’s aviators would admit decades later that Stan Ring had taken them on a course of 265 degrees—regardless of what their action report claimed. Hornet’s radar, in fact, had tracked her outbound strike group on a course of 265. The truth may never be known. Was the Sea Hag such a poor navigator that he missed Nagumo by twenty-five degrees? Or did Mitscher send Ring out specifically to try to locate the two Japanese carriers that had not yet been reported? Squadron reports from each Hornet unit would have exposed court-martial-worthy charges against pilots and even squadron commanders for abandoning the Sea Hag at Midway.53

In the end, Captain Mitscher allowed only one report for June 4 to be submitted. Ring, Rodee, Johnson, and all of Hornet’s SBDs missed finding the Japanese fleet. The only ones who would find the enemy carriers were Waldron’s VT-8 Devastators, who broke away early in the mission on their own course. They left all of Ring’s SBDs and F4Fs on a frustrating mission that would later be called the “flight to nowhere.”54

This is a hell of a way to fight a war, wandering around all over the ocean and not even finding them! thought VB-8’s Slim Moore in Doug Carter’s rear seat. “What a fine morning for such a mess,” said Lieutenant (j.g.) Ralph Hovind of Scouting Eight. His skipper, Walt Rodee, agreed. “We were lucky the fiasco turned out so well for us and so poorly for the Japs.”55

• • •

Yorktown’s strike group was the last of the three American carriers to launch on June 4. She had recovered Wally Short’s morning searchers by 0645, falling out of sight of Hornet and Enterprise in the process. “We had landed before the strike planes took off,” said John Iacovazzi, gunner for Ensign John “Blackie” Ammen. “They pushed our planes down below to rearm them.”

Squadron leaders Max Leslie, Lem Massey, and Jimmy Thach met with CAG Oscar “Pete” Pederson and air officer Murr Arnold about the mission. Arnold worried about Pederson leading the strike without strong fighter cover, so he was retained aboard to serve as a fighter director. The other three senior Yorktown Air Group leaders would proceed with their squadrons.56

Bombing Three’s aviators were eager to experience their first big mission. Joe Godfrey, rear gunner for Ensign Oley Hanson, felt that he and some of his buddies were as excited as little boys going on their first campout and fishing trip. Pilot Charlie Lane felt a normal mix of anticipation, excitement, and some apprehension.57

Yorktown’s pilots began manning their planes at 0830. Lieutenant Commander Lem Massey’s twelve TBDs of Torpedo Three would be last to launch. Fighting Three skipper Jimmy Thach was allowed an insufficient number of Wildcats to cover the Yorktown strike group: Only a two-plane section and a four-plane division to divide between torpedo planes and bombers. Max Leslie took off first with seventeen SBDs of Bombing Three, and circled the task force for twelve minutes to allow VT-3 to get a good head start on them. Lefty Holmberg struggled to control his Dauntless and the thousand-pound bomb load he was carrying for the first time. Skipper Leslie made a slow turn to the left ahead of him, allowing Holmberg to rapidly overtake him. Holmberg caught his slipstream and nearly spun into the water.58

The Yorktown strikers departed Task Force 17 at 0905, eighty minutes behind Wade McClusky and his Enterprise SBDs. The cruiser Astoria blinkered a farewell message to the Yorktown aviators: “Good hunting and a safe return.”59

Yorktown’s flight deck was respotted with a dozen Wildcats of VF-3 and all seventeen serviceable SBDs of Scouting/Bombing Five. John Bridgers manned his plane on the rear of the flight deck, eager to be flying wing on Tex Conatser, who had been a strong influence on his flight career. When Bridgers and his companions reached the takeoff spot, however, their planes were simply taxied forward and they were ordered to return to the ready room. Admiral Fletcher decided to hold Lieutenant Short’s squadron on board ship for a follow-up strike or in case the first groups came up empty-handed. Short’s pilots figured they would get their chance eventually. Max Leslie, on the other hand, headed into battle assuming that Short’s squadron was trailing behind him.60

Commander Walter “Butch” Schindler, Admiral Fletcher’s staff gunnery officer, was among those missing out. He had flown five SBD missions as a rear gunner at Coral Sea, yet Admiral Fletcher expected surface action and ordered him to remain in the flag plot. Schindler had already made arrangements about an hour before to fly with VS-5’s Lieutenant Sam Adams. He was now resigned to glumly await further developments with Short’s crews.61

Bombing Three climbed for altitude and caught up to Massey’s slower Devastators in short time. About a half hour into his flight, Lieutenant Commander Leslie signaled his pilots to arm their thousand-pound bombs as they approached fifteen thousand feet altitude. They preserved radio silence by passing the word via hand signals. Bombing Three’s SBD-3s had electric arming switches to simplify the method of making their bombs “hot.” When Leslie flipped his arming switch, his Dauntless unexpectedly lurched upward. Far below his Wildcat, Jimmy Thach glimpsed a strange splash to starboard as Leslie’s bomb geysered into the ocean.62

Lefty Holmberg could see that the skipper was irate, making wild gestures with his hands and cursing his luck. Leslie realized that someone had mixed up the wiring between the arming and release circuits so that arming the bombs actually released them. Leslie banged on the side of his SBD, his standard method of attracting the attention of Bill Gallagher in his rear seat. He wondered aloud whether they would have time to land back aboard and quickly load another bomb. Gallagher, an old hand who had joined the Navy in the 1930s, had a healthy distrust of brass. He remarked to Leslie that they would probably be kept on the ship. Leslie replied, “We don’t want that,” so on they flew.63

The skipper’s ire was further raised when another bomb exploded far below the circling VB-3 planes. A squadron mate signaled to Charlie Lane that his bomb was gone. Lane was so mad he didn’t even acknowledge. “I was stunned, angry, bitterly disappointed, felt cheated and was frustrated at suddenly becoming powerless just as the moment of opportunity to hit the Japs a real blow approached,” Lane said. Then Bud Merrill felt a sudden jump after arming his bomb, though he did not realize what had happened. The rear gunner in a nearby SBD signaled via Morse code to Merrill’s radioman, Dallas Bergeron, that their bomb had dropped. “Bergeron said something to me about our bomb, but I couldn’t quite get the full impact of what he was saying,” said Merrill. The shocking truth soon hit home, however.64

Leslie angrily broke radio silence to warn his other pilots. Bombing Three now faced an attack on the Japanese fleet with one-quarter of its power wasted. “How pitiful it might have been had the whole squadron lost their bombs!” said Syd Bottomley.65

Morning Carrier Strike Group

Yorktown’s Bombing Three (VB-3): June 4, 1942






Lt. Cdr. Maxwell Franklin Leslie1, 2

ARM1c William Earl Gallagher1, 2


Lt. (jg) Paul Algodte Holmberg1

AMM2c George Albert LaPlant1


Ens. Paul Wahl Schlegel3

ARM3c Jack Alvin Shropshire3


Ens. Robert Keith Campbell3

AMM1c Horace Henry Craig3


Ens. Alden Wilbur Hanson3

ARM3c Joseph Vernon Godfrey3


Ens. Robert Haines Benson3

ARM3c Frederick Paul Bergeron3






Lt. (jg) Gordon Alvin Sherwood3

ARM2c Harman Donald Bennett3


Ens. Roy Maurice Isaman2, 3

ARM3c Sidney Kay Weaver2, 3


Ens. Phillip Walker Cobb3

ARM2c Clarence Eugene Zimmershead3


Lt. Harold Sydney Bottomley Jr.3

AMM2c David Frederick Johnson Jr.3


Ens. Charles Smith Lane2, 3

ARM2c Jack Charles Henning2, 3


Ens. John Clarence Butler3

ARM3c David Donald Berg3






Lt. DeWitt Wood Shumway3

ARM1c Ray Edgar Coons3


Ens. Robert Martin Elder 3

RM3c Leslie Alan Till 3


Ens. Bunyan Randolph Cooner3

AOM2c Clifton R. Bassett3


Lt. (jg) Osborne Beeman Wiseman3

ARM3c Grant Ulysses Dawn3


Ens. Milford Austin Merrill2, 3

ARM3c Dallas Joseph Bergeron2, 3

Torpedo Three (VT-3): 12 TBDs under Lt. Cdr. Lance Edward Massey

Fighting Three (VF-3): 6 F4Fs under Lt. Cdr. John Smith Thach

1Ditched following June 4, 1942, morning strike.

2Lost bomb en route to fleet.

3Landed on Enterprise following morning strike.

Yorktown’s group was the only one of the three carrier air groups to properly form on June 4. Lem Massey’s TBDs flew at fifteen hundred feet, just below a scattered cloud formation, with two F4Fs cruising above them at twenty-five hundred feet. The other four Wildcats deployed at five thousand feet, while Bombing Three leveled off at sixteen thousand feet. Yorktown’s aviators made the only successful rendezvous and would ultimately fly the most direct route to the Japanese carriers.66

Wade McClusky’s Enterprise Air Group was already well divided. His SBDs had been ordered to proceed southwest without their fighter escorts or with Gene Lindsey’s Torpedo Six. Lindsey kept his TBDs low, cruising at two thousand feet on a heading of 240 degrees. They made their approach to the enemy force without fighter cover, as Lieutenant Jim Gray’s VF-6 Wildcats had taken off ahead of the Devastators. Gray’s F4Fs were unable to find McClusky’s dive-bombers, but eventually spotted a torpedo squadron ahead—although it would prove to be Hornet’s VT-8.

McClusky’s pilots had wasted considerable fuel while circling their task force, and more than 130 miles from their ship, they had spotted nothing. McClusky was down to thirty-two SBDs with the departure of Rodey Rodenburg’s troubled plane, and now the engine of Tony Schneider’s aircraft was beginning to run rough. Schneider persisted in holding his formation with Bombing Six even as his Dauntless rapidly burned through its fuel. He was flying toward the back of the Enterprise formation, attempting to track navigational information on his plotting board. Tony wanted to make sure he had a fighting chance of getting back home if he became separated.

Mike Micheel tried his best to conserve fuel during the long flight without pumping his throttle. He marveled at how well his section leader, Norm West, kept proper formation by weaving his SBD back and forth.

Dick Jaccard and Bill Pittman hung tight to the CEAG, although they were beginning to wonder if they would have enough fuel to make it home. McClusky was leading them all over the vast Pacific in search of a Japanese fleet based solely on Army Air Force intelligence. The Air Force must have given us bum information, Pittman thought. They will certainly hear from us on our return to Pearl! He found it impossible to actually navigate or record flight changes in his log while still flying tight on the CEAG. “Nervousness was creeping up on us,” said Pittman. “I could see Dick Jaccard in number three position also wondering when, or if, the ‘old man’ was going to turn back.”67

McClusky frequently scanned the horizon with his binoculars. Visibility was good, but there was no sight of Japanese carriers at the estimated point of contact, around 0920. The sea is empty, McClusky thought. Not a Jap vessel in sight. A hurried review of his navigation convinced him that he had not erred. What was wrong?68

Lieutenant Commander Wade McClusky.

U.S. Navy

Don Hoff, riding rear seat for Jim Dexter, was dismayed at the lack of ships. For as far as he could see there was nothing, absolutely nothing, only an immense stretch of ocean. McClusky checked his charts and allowed a maximum rate of advance for the enemy surface ships of twenty-five knots. He felt that the Japanese force could not have already passed by, if they were truly approaching Midway. Surely they had to be to starboard, to the west or maybe the north. He had no knowledge that Gene Lindsey’s TBDs had taken their own course, and had no inkling of where the Hornet and Yorktown air groups were.69

McClusky decided to continue on a 240-degree heading for another thirty-five miles. He would then turn northwest in the precise reverse of the original Japanese course. McClusky knew that the SBDs’ climb to altitude with heavy bomb loads had eaten considerable fuel. The CEAG made another quick calculation and decided that his men would stay on course 315 degrees until 1000. At that point, he would have to lead them back northeastward toward Enterprise, and terminate the hunt.70

Ed Anderson was shivering. The Bombing Six gunner had donned cold-weather gear for the long flight at high altitude, but he had neglected to put on his winter flying boots. His feet were numb. Shortly into the high-altitude flight, Anderson had another problem: Nature was calling. “It was getting colder and I was getting desperate,” he said. He was bundled up in a parachute, life jacket, a zippered leather flying coat, a zippered flying suit, and trousers. I’m supposed to be watching out for Jap fighters, but a guy can only stand so much, he thought. To hell with the Japs!71

Anderson quickly unzipped his flight gear, took care of business, and buckled back into his rear compartment with much relief. An hour and a half into the flight, he and pilot Lew Hopkins ran out of their oxygen supply. The oxygen deprivation began to play on them. “Every move became an effort and it was hard to stay awake,” Anderson wrote in his diary. He called up to check on Ensign Hopkins to make sure he was still alert. He said that he was feeling okay, but Anderson was left with a new fear: What if his young pilot dozed off while they were flying formation?

The long flight and dwindling fuel played hell on the younger pilots’ nerves. Other than himself, skipper Earl Gallaher of Scouting Six could count only Dick Dickinson, Reid Stone, Norm West, Charlie Ware, Mac McCarthy, and Dusty Kleiss as his air combat veterans. Gallaher had eleven pilots in his squadron who had never experienced combat. Nine were airborne with him for this strike. How would they do?

Dick Dickinson, leading VS-6’s second division, knew that fuel would become an issue at their high flight speeds. The SBDs were using about ninety-five percent power from the time they reached any altitude whatsoever. We are using a lot of our gasoline, Dickinson felt. Gunner Don Hoff knew that their bomb load added to the fuel problem. It is gonna be close, he thought.72

• • •

Jack Waldron’s Sioux instincts and his inherent conviction that the Sea Hag was heading on the wrong bearing both worked in his favor on June 4 in finding Admiral Nagumo’s carrier force. While Waldron’s course did not take him directly to the Kido Butai, his scouting line efforts worked for Torpedo Eight, with their VF-6 Enterprise Wildcats in tow. Shortly after 0915, VT-8 had the smoke of enemy ships within view, and Lieutenant Commander Waldron could soon make out three Japanese carriers.73

Waldron took his fifteen Devastators down to the wave tops shortly before 0930 and prepared to attack the nearest carrier, which proved to be Soryu. Almost immediately they were set upon by more than two dozen Zero fighters from the Japanese CAP. Bombing Eight radioman LeRoy “Lee” Quillen could hear the chatter of Torpedo Eight as Waldron led his TBDs in. “Watch those fighters!” As the Zeros began tearing into the VT-8 planes, Quillon heard Waldron call to his rear seat man, “How am I doing, Dobbs?”74

One by one, the outclassed TBDs were hammered by the superior Zeros. Quillen and others heard the tragedy played out on the radio. “My two wingmen are going in the water,” Waldron finally announced. Moments later, Waldron was gone, too. Fighters and fierce AA fire destroyed the first fourteen torpedo planes, leaving only Tex Gay still inbound against Soryu. He managed to drop his torpedo from eight hundred yards out before the Zeros shot his Devastator into the ocean as well. His radioman was killed, but Gay survived the crash and remained afloat in the ocean, the sole survivor of his brave squadron. Torpedo Eight had lost fifteen of fifteen TBDs, as well as twenty-nine of thirty airmen. Soryu remained untouched. Only after the battle, Gay would learn that another six planes of Torpedo Eight had launched an attack against the Japanese carriers. Flying from Midway Atoll in newer TBF Avenger torpedo bombers, the shore-based contingent of VT-8 suffered a similar slaughter. Only one Avenger and two of eighteen aviators made it back to Midway alive.

Jim Gray’s VF-6 fighters, high above the Japanese fleet, missed the action entirely. About the time that the last VT-8 planes were hitting the water, another American torpedo squadron was moving in. Lieutenant Commander Gene Lindsey spotted smoke thirty miles to the northwest just after 0930 and swung his Enterprise VT-6 planes to the right to investigate. Torpedo Eight’s attack had forced Admiral Nagumo’s carriers to reverse course out of the wind. This delayed their ability to respot the flight decks with strike planes that were being serviced on the hangar decks. This hiatus was further extended as Lindsey’s Torpedo Six approached.

Japanese lookouts spotted the next wave of American attackers coming in at 0938, low on the water and making about a hundred knots. The carriers were now forced to conduct fighter operations to combat the U.S. Devastators instead of working to launch more strike groups. Lindsey’s pilots split into two divisions, and chased Japanese warships making thirty knots. It made for a long, slow approach to launch their torpedoes. With no fighter cover, Torpedo Six was subjected to the same cruel fate that Torpedo Eight had just endured. Lindsey and his second division leader, Arthur Ely, were soon shot down and killed. The Zeros began picking off the other Devastators one by one.75

Jim Murray of Bombing Six heard a Torpedo Six pilot calling desperately for Gray’s VF-6 to come down and help them. Three of Lindsey’s seven planes of the first division were lost before they could launch against the twisting Kaga. Lieutenant (j.g.) Robert Laub, leading the last section of this division, was too busy lining up on the carrier to notice his squadron mates going down in flames. His gunner, ARM1c William C. Humphrey, managed to shoot down one of the attacking Zeros. Laub dropped his torpedo inside a thousand yards and banked away with only light damage to his Devastator. Laub’s wingman, Irvin McPherson, recovered from his attack and joined up with Ensign Ed Heck, Lindsey’s surviving wingman. Heck managed to chase off one fighter that moved in on McPherson as the two zipped by the Japanese escort ships.76

Only two Devastators of Torpedo Six’s second division survived to launch their torpedoes toward Kaga’s starboard side. They were T-11, piloted by machinist Stephen Smith, and T-8, piloted by Smith’s Enterprise roommate, machinist Albert Walter Winchell. Smith watched Lieutenant Pablo Riley exchange gunfire until Riley’s TBD lost the fight. Smith’s plane was hit by bullets on four or five passes by the Zeros as he bored in. He could hear his rear gunner, Sea1c Wilfred N. McCoy, start shooting. Then their plane was hit again. Slugs ripped Smith’s right-wing gas tank, causing gasoline to spew. Two bullets thumped into the back of his armored seat. “I wanted to shrink up a little,” he said. “One burst hit over my shoulder and into the instrument panel, breaking my compass.” Kaga was making a left turn as Smith finally dropped his torpedo and made a skidding turn to his right ahead of the flattop.77

Walt Winchell was the fifth VT-6 pilot to make a torpedo drop on the carrier, but his T-8’s fuel tanks were riddled from passes made by as many as five Zeros. His rear gunner, twenty-three-year-old ARM3c Douglas Marvin Cossitt, chased off two of the fighters with his shooting before Winchell turned his crippled TBD back toward the American fleet. En route home, Winchell’s fuel ran out and he put his battered T-8 in the drink. Their Devastator sank from sight in forty seconds, but both aviators managed to scramble aboard their life raft with a small amount of rations, their first-aid kit, and both parachutes.78

Cossitt had received minor shrapnel wounds in the legs. He and Winchell made a sea anchor of their parachutes and laid to, trying to decide what their next move should be. But their only option was to stay alive. The two men endured seventeen days of drifting in the ocean, surviving on their meager rations, captured rainwater, and an albatross they managed to kill. Doug Cossitt kept his sanity by scribbling in a little diary with a fountain pen that had survived his brief swim in the ocean. Finally, on June 21, some 360 miles from Midway, a badly sunburned Cossitt looked up into the sky as he heard the engines of the Midway-based PBY flying boat of Lieutenant (j.g.) John E. White coming down to effect their rescue. The VT-6 survivors were the last downed American aviators from the Battle of Midway to be picked up. “Walt and I matched nickels to see who would keep the original of the log and he won,” Cossitt said.

Kaga had survived the attack by Torpedo Six without damage, and Gene Lindsey’s squadron had paid the sacrifice of ten downed Devastators. Thus, of twenty-nine Hornet and Enterprise carrier-based Devastators to take on the Japanese carriers on June 4, only four had any real chance of making it home. Seven different Navy, Marine, and Army air attacks had been made on the Japanese at this point, none with success.

Torpedo Eight and Torpedo Six had kept the Japanese carriers maneuvering for about forty minutes. Their sacrifices ensured that no strike planes were hauled topside from the Kido Butai’s hangars. Nagumo’s flattops had run northwest for a full twenty minutes as VT-6 bored in. Once the aerial assaults ceased, it would take the Japanese about forty-five minutes to fully spot their flight decks to begin launching attacks on the U.S. fleet. The question was whether the incessant American strikers would ever allow such a break.79

• • •

Wade McClusky still had no sign of the Japanese fleet by 0935. Reaching the end of the extra thirty-five miles he had opted to fly on past his original 155 miles, he swung to starboard on the reverse of Nagumo’s reported path. He was unknowingly only fifty miles due south of his target. It was a fateful turn that would change the course of the world’s greatest carrier battle.80

McClusky led Enterprise’s SBDs northwest for twenty minutes in another leg of a methodical box search. After an additional five minutes, he would be forced to turn northeast. If the carriers were still not in sight, it would be time to head for home. Tony Schneider in Bombing Six watched his fuel gauge dip toward empty as the Enterprise Air Group made its final leg.

Tony realized that his air group was now committed to the search. There was no time to go back, refuel, and set out again. Their own flight decks might be destroyed during that wasted time. His mind was racing. What do we do now? Are we going to turn around and go back to the Enterprise? Or do we stick with it, even if it costs us the whole air group?81

Earl Gallaher, leading Scouting Six, was concerned. “I began to worry for fear we had in some way missed them. In addition to wondering whether we would find the Japanese force, I was beginning to wonder if our fuel would hold out long enough to make an attack and get home.”82

Good fortune shined at 0955. McClusky suddenly spotted a lone ship below, steaming at high speed, crossing his path at almost a right angle. He believed it was an enemy cruiser on a liaison mission between the carriers and the Midway invasion force. It was actually the destroyer Arashi, which had attacked an American submarine and was now headed for the carrier force.

From Ensign Dexter’s 6-S-18, Don Hoff looked down at the tiny ship far below. He noted that Arashi was not zigzagging, but moving at flank speed. He could see the water boiling up white behind the racing vessel.83

McClusky eyed his compass and noted that the warship was heading northeast. He swung his formation around on this new heading and decided to move in the direction Arashi was pointing.

Dick Best, leading Bombing Six, failed to notice Arashi. At the moment he was taxed with other troubles. His wingman, Bud Kroeger, had just sent a signal across via his rear seat man, Gail Halterman, to Best’s gunner, Jim Murray. Kroeger had run out of oxygen, and Best did not want to lose anybody for this important mission. So he took off his oxygen mask and held it up to Kroeger. Best then hung his mask over the throttle and started descending gently to get down to fifteen thousand feet.84

Bombing Six eased its altitude lower, and finally the aviators could breathe without the use of their oxygen masks. Best was about a half mile ahead of group commander McClusky, who gradually caught back up with VB-6 and took the lead. McClusky’s decision paid off ten minutes after he decided to follow the Japanese destroyer. Almost straight ahead, just a few degrees to starboard, was a break in the blue curve of the Pacific below. McClusky realized he was looking at the white wakes of the carrier striking force. The time was 1002.

Earl Howell, riding in the rear cockpit of Mac McCarthy’s dive-bomber, looked down at the ships on the horizon. “Do you think we’re home?” he asked.85

McCarthy took a long look at the Japanese vessels coming into view and replied, “No, that’s not home.”

• • •

Finally, after eighty minutes in the air, Aviation Radioman Third Class Lloyd Childers could see it. A column of smoke was visible to the northwest as machinist Harry Lee Corl’s rear gunner peered off to his right. It was 1003, only fifteen minutes since Torpedo Three had rendezvoused with Yorktown’s bombers and fighters.

Childers signaled skipper Lem Massey, flying in the lead section off Corl’s wing. Massey brought his squadron around to a heading of 345 degrees to approach the Japanese fleet. Max Leslie and Jimmy Thach noticed the course change and followed Massey’s lead. From their higher altitude, the Wildcat and Dauntless pilots could not see what Massey had spotted, but Leslie assumed it was the enemy. The pilots of VT-3, however, could clearly see the smoke of ships some twenty miles distant. Five minutes later, ARM1c Bill Gallagher spotted white wakes ahead and called them to his skipper’s attention. Leslie saw them at almost the same moment, some thirty to thirty-five miles ahead, but he never saw any smoke.86

Massey led his twelve TBDs up to twenty-six hundred feet to accumulate more speed for their attack approaches. The heavy cruiser Chikuma fired her first salvo of eight-inch shells at 1010 as the Devastators were about fourteen miles from the nearest carrier. Leslie tried to raise Massey on the radio, but to no avail. Yorktown’s torpedo squadron headed in solo to attack the Japanese—whose ships were still maneuvering as the VT-6 survivors staggered away from the battlefield. Yorktown’s strikers would have to brave the presence of some forty-two Zeros, including six that were just taking off.87

As the new American planes approached, most of the Zeros broke off their pursuit of Torpedo Six’s survivors, preferring to use their ammunition on Devastators that still lugged torpedoes that could threaten their flight decks. Jimmy Thach’s fighters were suddenly fighting for their lives, and one of his pilots was shot down. Massey pressed on northward to take on the fourth carrier in his view. This was Hiryu, operating several miles north of the main body of ships.88

Thach’s Wildcats were heavily engaged by 1020. Both Massey and Leslie were approaching the Kido Butai and would select different targets. It took some fifteen minutes for the lumbering Devastators to cue up for their final runs in against Hiryu. The Japanese combat air patrol, drawn away from the main carrier force, worked over Fighting Three and Torpedo Three. By 1035, Massey’s TBD crews were paying the same price that VT-8 and VT-6 had so recently paid. Lloyd Childers heard his pilot, Harry Corl, shout, “Look at the skipper!”

Chief Aviation Pilot Bill Esders was flying on Massey’s wing when, all at once, he saw the skipper’s plane erupt into a big ball of flame. Massey stood up in his open cockpit, with one foot on the stub wing and the other on the seat, as his TBD dropped toward the water 250 feet below. The skipper did not have the altitude to survive the jump from his flaming wreck. With Massey dead, Esders took the lead of VT-3’s first division as Zeros continued to slash through the Yorktown Devastators.89

“We aren’t going to make it,” muttered Harry Corl behind his pilot controls. His birthday-boy gunner, Lloyd Childers, responded, “Let’s get the hell out of here!” Corl dropped his torpedo earlier than normal and maneuvered radically to fight through slashing fighters and AA fire. The Zeros scored hits on Corl’s 3-T-3, and two bullets tore into Childers’s left thigh. The lead was hot but, strangely, he felt little pain.90

Childers continued to fire at his attackers, and then another bullet hit his right leg just above the ankle. He let out a loud grunt. His third wound hurt like hell, feeling as though someone had bashed his shin with a baseball bat. He knew his right leg was broken badly, but he continued to shoot at every attacking fighter. The Zeros made dozens of firing runs until Childers exhausted his ammunition. He finally resorted to his .45-caliber pistol, firing only when a Zero came deadly close. “Then a miracle occurred,” he said. “The Zeros left us.”91

Bill Esders continued his approach on Hiryu around 1040. His TBD was hit and his gunner, ARM2c Robert Boyd “Mike” Brazier, was painfully wounded. Only four planes of Lieutenant Pat Hart’s second division remained. Esders saw all four make their drops and flash past Hiryu’s bow. He saw all four crash within moments, apparently taken down by AA gunfire. Esders made his own torpedo drop from about eight hundred yards out and passed over the Japanese destroyer screen. Zeros picked up Esders and made firing runs on him for the next twenty miles. When the last Zero finally turned away, the Japanese pilot appeared to execute a half salute, perhaps in respect to Bill Esders’s maneuvers to escape. At that moment, Esders felt like he had just defeated the entire Japanese fighter force.92

Corl rejoined Esders and together they headed for Yorktown. Hiryu’s skipper skillfully evaded the VT-3 torpedoes that ran true, escaping any damage. Lem Massey’s other ten Devastators were gone. Only one other pilot of Torpedo Three managed to bail out of his flaming torpedo bomber and survive. Gunner Benjamin Dodson rode their TBD into the ocean to his death, but Ensign Wesley Frank Osmus—his face and hands painfully burned—was still alive. Osmus managed to inflate his Mae West and remained bobbing in the ocean near Hiryu and the Japanese fleet as the American dive-bombers moved in.93

• • •

Max Leslie led Bombing Three down to 14,500 feet. He found himself over the northeastern portion of Nagumo’s carrier striking force and could see three flattops heading northeast. The most fascinating of the three prime targets was a carrier with a large red sun painted forward on her flight deck, which was packed with aircraft. Leslie maneuvered his squadron into the sun. Gunner Bill Gallagher announced that the carrier was turning to starboard into the wind to begin launching planes.94

Leslie’s continued attempts to raise Lem Massey were fruitless. By this time, the air was filled with radio messages. Leslie could hear that Torpedo Three was beginning its runs on a carrier and that they were under heavy attack by Japanese fighters.95

Leslie knew that his time was running out—the element of surprise would be lost forever if he paused much longer. A Japanese carrier flight deck, loaded with aircraft, lay vulnerable below, and the Zeros had yet to make their presence known. Leslie’s efforts to raise Wally Short’s scouts had gone without answer, as he was still unaware that VS-5 had not been launched. It was now or never.

Of the 151 strike planes launched from Hornet, Enterprise, and Yorktown on June 4 to attack Nagumo’s carriers, 101 planes had been either shot down or had failed to inflict any damage on the Kido Butai. One of Wade McClusky’s dive-bombers had been forced to turn back with a faulty engine, leaving only forty-nine Dauntlesses from two carriers to change the course of the battle—and four of them had already lost their payloads.

During the early morning hours, Midway-based aviators had gone in four separate groups to attack the Japanese carriers, but all were without success. These strikers had included sixteen Marine SBDs under Major Lofton “Joe” Henderson and eleven SB2U Vindicator dive-bombers led by Major Benjamin W. Norris. Henderson and half of his Dauntless crews failed to return from this mission, and their target carrier Hiryu suffered no damage. They were followed by three carrier-based torpedo squadrons—Torpedo Eight, Torpedo Six, and Torpedo Three, all of whom paid the ultimate price in their attacks on Nagumo’s fleet.

Lieutenant Earl Gallaher was still hoping to make his mark on the enemy fleet to settle old scores. He would never forget the sacrifices of the three American torpedo squadrons. “We had no fighter opposition whatsoever,” he said of his approach to the carrier fleet. The path to glory had been paved by the fallen, and Gallaher felt that the brave Devastator airmen all deserved the Medal of Honor. The Zeros were equally busy attacking Yorktown torpedo bombers at low altitude as Gallaher and company approached. The fighters were also excitedly mixing it up with Jimmy Thatch’s Wildcats, the first carrier-launched fighters to engage them this day.96

The Imperial Japanese Navy’s gunners and fighter pilots had concentrated their best efforts on wiping out the persistent waves of American strikers, which had prevented the Japanese carriers from spotting their decks with their own strike group. Kaga, Akagi, Soryu, and Hiryu had been maneuvering out of the wind to dodge the Devastator attacks since about 0920. At 1020, Massey’s Torpedo Three was still driving home its futile assault.

Yet this hour-long delay in respotting the Kido Butai’s flight decks with strike planes had been costly. The stage had thus been set perfectly for the three Dauntless squadrons from Yorktown and Enterprise.

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