Military history


Attack of the Torpedo Squadrons

(8:30 a.m. to 10:20 a.m.)

If the story behind Stanhope Ring’s flight remains something of an enigma, the story of the attack on the Kidō Butai by John Waldron’s Torpedo Squadron Eight is one of the best-known episodes of the Battle of Midway. Waldron’s command was virtually wiped out in its bold but utterly futile attack, and after it was over only one man was left alive to tell the tale. As a result, the episode carries with it some of the aura of the Battle of Little Bighorn, with “the Indian,” John Waldron, in the unlikely role of George Custer and Nagumo Chūichi in the even more unlikely role of Chief Sitting Bull. By deciding to abandon Ring and fly his own course to the Kidō Butai, Waldron almost certainly expected to be court-martialed afterward, but he was willing to face that fate in order to strike a blow against the enemy. Had he lived, he might very well have been brought up on charges; his disobedience was too overt and too public to be ignored. But since he was martyred in the sacrificial loss of his entire squadron during what turned out to be an American victory, he was instead awarded a posthumous Navy Cross.

In addition to Torpedo Eight, two other American torpedo squadrons attacked the Kidō Butai that morning—those from the Enterprise and Yorktown. They fared little better. The attacks by Torpedo Six (from Enterprise) and Torpedo Three (from Yorktown) were equally heroic and equally tragic. For years it has been assumed that this terrible slaughter was redeemed by the fact that the sacrifice of these planes and pilots brought the Japanese fighter cover down to their level and thereby cleared the path for the American dive-bombers. That turns out to be true, but it was not the full measure of their contribution.

 The pilots of Torpedo Squadron Eight pose on the deck of the USS Hornet. George Gay, the only survivor of the attack on June 4, is kneeling in the center of the front row. (U.S. Naval Institute)

At around 8:30, when Waldron and his fifteen planes flew away from Ring’s air group, they flew toward the southwest. Earlier that morning Waldron had calculated a course of 240 degrees to the enemy target, which was simply an extrapolation of the enemy’s course based on Lieutenant Ady’s initial report. Since taking off from the Hornet at 7:55 that morning (his plane was the last one to lift off), Waldron and his squadron had flown a westward course below Ring for twenty minutes or so before making the turn southward. As a result, the relative-motion problem had changed. Now Waldron had to fly a few degrees more to the south to make up for his westward reach. He took the lead, heading southwest on a course of 234 degrees.1

The planes of Torpedo Eight flew in two sections, with Waldron leading the first section of eight, flying in four two-plane groups, and Lieutenant James C. Owens leading the second section of seven planes. Owens led the squadron’s second section because when the Hornet had departed Norfolk back in March, the squadron’s executive officer, Harold Larsen, had stayed behind to accept delivery of the new TBF Avengers. Now Larsen was at Pearl Harbor, frustrated by the fact that not only had he arrived in Hawaii too late to board the Hornet in time for its sortie, he had not been chosen to be one of the six Avenger pilots to fly out to Midway. Consequently he did not participate in the attack on the Kidō Butai that morning, though his nonselection probably saved his life. Now Owens, who had been the backup quarterback on the USC football team before the war, flew in his place. Unlike Larsen, who was the squadron’s enforcer and therefore unpopular, Owens had a quiet confidence that the other pilots appreciated and admired.2

The weather was good and “visibility was excellent,” with only a few broken clouds at 1,500 feet and light winds of no more than eight knots. Though Waldron was sure he was at last going in the right direction, he had no clear idea of the precise location of the enemy (despite his frequent assertion that he had a sixth sense about such things). After about a half hour, therefore, he ordered his eight-plane section to fan out in a scouting line. His rookie pilots did so, but soon they were spread out so wide that Waldron had to signal them to close back in. Just as he did so, he saw black smoke on the horizon to his right. He turned toward it and soon saw that it came from ships—many ships. George Gay, flying “tail end Charlie” as the squadron’s navigator, saw them too. The first ship he recognized was a large carrier, then two more, then another, and then more ships “all over the damned ocean.” Waldron had found the Kidō Butai. He tried to call the sighting into Ring—”Stanhope from Johnny One … Stanhope from Johnny One.” Despite getting no response, he left his radio on, very likely in the hope that someone would pick up the radio chatter and use it to locate the target.3

On the flag bridge of the Akagi, Nagumo already knew that yet another group of American planes was headed his way. Petty Officer Amari, still hovering in the vicinity of Task Force 16 in Tone’s number 4 scout plane, had spotted torpedo bombers en route and reported their approach. For Nagumo, it was unwelcome news. The last of the surviving American planes from Midway had only recently departed, and his carriers were busy recovering Tomonaga’s force returning from Midway and striking those planes down to the hangar deck to be rearmed and refueled. No doubt, Nagumo hoped for a period of relative quiet to complete that process. After the last of Tomonaga’s planes landed, at 9:17, Nagumo ordered the Kidō Butai to turn to the northeast to close the range to the American carrier group.* One minute later, Nagumo’s big cruisers Tone and Chikumaspouted plumes of black smoke in order to alert the flagship to the approach of Waldron’s squadron. Here was yet another attack by the so far inept but obviously determined Americans. The Kaga launched six more fighters to join the eighteen that were already in the air, and twenty-four Zeros headed out to intercept Waldron’s fifteen plodding Devastators.4

Waldron had no good options. He could not attack according to doctrine, for there were no dive-bombers for him to cooperate with. He could not circle and wait for them, because even if the bombers responded to his call and found the Kidō Butai, by then the Zeros would have shot down all his planes—unless the Devastators ran out of fuel first. There was really only one option. Waldron went on the radio and announced: “We will go in. We won’t turn back. Former strategy [of a coordinated attack] cannot be used. We will attack. Good luck.” Back in formation now, the pilots of the fifteen torpedo planes closed in tighter and began to drop down to attack level. At their cruising speed of 110 knots, the run-in to the drop site must have seemed like an eternity. The four big carriers turned away from them, toward the west, to present a narrower target and to compel the attackers to fly a longer distance to get an angle on the bow. Waldron had picked out the southernmost carrier as the initial target. After the formation turned, however, he shifted to another carrier that was slightly closer. Though at least one pilot believed it was the Kaga, it was in fact the Sōryū. Long before the Americans got within range of either ship, at about eight miles out, the Zeros were on them.5

The Zeros attacked from above and behind, starting with the lead plane and working their way back in the formation. “Zeros were coming in from all angles and both sides at once,” Gay recalled. “They would come in from abeam, pass each other just over our heads, and turn around to make another attack.” Some, after making one pass, performed an acrobatic vertical loop to come in behind the next plane in the formation. “Watch those fighters!” Waldron barked out over the open radio, perhaps intending the remark for his backseat radioman/gunner, Horace Dobbs. Dobbs and the other gunners swiveled their twin .30-caliber machine guns and fired at the Zeros as they flashed past. Instead of jinking and sliding to try to throw off the enemy fighters, Waldron and the other Devastator pilots held a steady course to achieve a good torpedo drop and to provide their gunners with a stable firing platform. Waldron called his gunner on the intercom to ask, “How am I doing, Dobbs?” Because Waldron still had his radio on, the question was heard throughout the squadron, and by at least one radioman in Ring’s air group eighty miles to the north.6

Boring in from above, the Zero pilots used their machine-gun tracers, which one pilot described as “thin whips of light,” to get the range. Then they fired their 20 mm cannon for the kill. The sturdy Devastators could absorb a lot of machine-gun fire, but the cannon shells were fatal. One Devastator went down, then another. The American rear-seat gunners were firing, too, and Waldron thought he saw a Zero crash into the sea as well. “See that splash?” Waldron called out. “I’d give a million to know who done that!” But there were too many Zeros, and they were too fast for the backseat gunners. One by one, the skilled Japanese pilots sent the slow and level-flying torpedo bombers spinning into the sea. “My two wing men are going in the water,” Waldron reported to no one in particular. It was his last broadcast. Hit by several cannon shells, his plane “burst into flames.” George Gay saw it dive for the sea, and he reported later that he saw Waldron throw back the canopy and stand up in the cockpit, putting one leg out onto the wing just as his plane “hit the water and disappeared.”7

Those few Devastators that were left continued on to the target. At one of their training sessions the week before, Waldron had passed out a mimeographed sheet he had typed up himself. It is quoted here in its entirety:

Just a word to let you know I feel we are all ready. We have had a very short time to train, and we have worked under the most severe difficulties. But we have truly done the best humanly possible. I actually believe that under these conditions we are the best in the world. My greatest hope is that we encounter a favorable tactical situation, but if we don’t and worst comes to worst, I want each of us to do his utmost to destroy our enemies. If there is only one plane left to make the final run-in, I want that man to go in and get a hit. May God be with us all. Good luck, happy landings, and give ‘em hell.8

Now worst had indeed come to worst and the skipper was gone, but true to his spirit the remaining Devastators continued on, lining up on the Sōryū, which now made a radical turn to starboard to throw off the attackers. It seemed unlikely, however, that any of the American planes would get close enough to drop what Waldron had always called “the pickle.”

Gay was the last in line and so far had been spared, but now he too came under attack. On his intercom he heard his gunner, Robert K. “Bob” Huntington, call out, “They got me,” and, glancing back, saw Huntington slumped in his seat. No longer needing to maintain a steady firing platform for Huntington, Gay began to jink and slide all over the place. He also went to full throttle (“balls to the wall,” as he put it), as fast as the lumbering Devastator could go. It wasn’t fast enough. Bullets thudded into the armor plate of his cockpit seat, others clanked into the plane’s fuselage; one hit him in the left arm. It seemed to him that “there were at least thirty Zeros” in the air, and only three Devastators still flying.9

Soon there was only one. Gay flew on alone, and decided that the time had come to drop his “pickle.” He “punched the torpedo release button,” but nothing happened. The Japanese bullets had wrecked his electrical system. So he shifted hands on the control stick and reached for the manual release. When he pulled it, the cable came out in his hands. The torpedo may have dropped—or not; he didn’t know. In any case, it was time to get out of there. He flew low over the Sōryūs deck and banked left out over the stern. The Zeros had pulled off him when he entered the envelope of the ship’s antiaircraft fire, but now they were back—and he was the only target. A 20 mm cannon shell punched though his engine and set it on fire. Gay cut the fuel switch to prevent an explosion and prepared to ditch. As he glided down for a water landing, his right wing touched first, and his plane ground looped on the surface. Shaken but still conscious, Gay unstrapped his shoulder harness and prepared to get out as the cockpit filled with water. He struggled with the canopy and feared the heavy plane would take him down before he could extricate himself. Finally able to scramble out, he checked on Huntington, but he appeared to be dead, and in any case Gay couldn’t get him out of his harness. Gay swam away from the plane before it sucked him down.10

Before they had taken off that morning, Huntington had suggested putting the plane’s life raft in the empty middle seat just in case. Now, as Gay flailed in the water, trying not to swallow too much of it, that raft and the seat cushion floated past him. He grabbed both of them. He threw off his goggles, fearing that the glass lenses would reflect in the bright morning sun and attract the attention of the circling Zeros, and decided not to inflate the raft until later since its bright orange color would also draw their attention. He pulled the seat cushion over his head and treaded water as the Zeros continued to circle for a few minutes, then left.11

On board the Akagi, Nagumo could feel pleased that yet another American air attack had been shattered—indeed, annihilated—and once again with no damage to his own force. On the other hand, Nagumo had to suspect that these fifteen torpedo bombers had come from a carrier, which meant that the American carriers were now within range and knew where he was. There was no time for detailed consideration of that, however, for no sooner had the Zeros splashed the last plane of this group than another group showed up, this one flying in from the south. If nothing else, these Americans were persistent.

 The planes of Gene Lindsay’s Torpedo Six on the flight deck of the Enterprise on the morning of June 4. Only four of the planes seen here returned from the strike. (U.S. Navy)

The new attack came from the torpedo squadron on the Enterprise (VT-6), led by 37-year-old Lieutenant Commander Eugene Lindsey, a thin-faced 1927 Naval Academy classmate of Pat Mitchell. Lindsey was a natural pilot who found flying a lot like gymnastics or diving, sports at which he had excelled at the Academy. That morning, however, there had been some doubt about whether or not he could fly at all. Six days earlier, in the flight out to the Enterprise after it left Pearl Harbor, Lindsey had come in too low and his left wing had clipped the big carrier’s stern ramp. His plane skidded across the deck and went over the side. Lindsey and his two crewmen were picked up by the destroyer Monaghan, which was acting as plane guard that day. The two crewmen were fine, but Lindsey was badly injured and confined to sick bay; for a while the doctors feared that he had broken his back. On June 4 he was still in some pain, and his face was so swollen he couldn’t put on his goggles. When the air group commander, Wade McClusky, sat down at breakfast that morning, he was shocked when Gene Lindsey sat down next to him. McClusky asked him if could fly, and Lindsey answered, “This is what I have been trained to do.”12

Like Waldron’s torpedo squadron from Hornet, Lindsey’s group was the last to take off from its host carrier that morning, and, like Waldron’s, it was the first of its air group to attack the Kidō Butai. The circumstances, however, were very different. While Waldron had deliberately abandoned his air group commander, Lindsey had been left behind by his.

As on the Hornet, there were a few false starts on the Enterprise that morning as pilots were sent running to their aircraft more than once only to be recalled again a few minutes later. Wade McClusky remembered Spruance and Browning having a “heated discussion” about when to launch. Finally, at 7:00, Spruance gave the go order, and planes began to lift off a few minutes later. Browning mandated a deferred departure for the Enterprise air group as he had for the Hornet, but it didn’t work out that way. The eight Wildcats of the morning CAP began launching at 7:05. The Dauntless dive-bombers of Earl Gallaher’s VS-6 and Dick Best’s VB-6 were already spotted for takeoff, but as they warmed up, four of them developed engine problems and had to be struck below. This entailed manhandling them up to the forward elevator and lowering them down to the hangar deck.13

There were other delays. Ordinarily, the deck crew would have begun bringing up the planes of the second deck load via the rear elevator while the last of the dive-bombers were launching forward. But the bombers of Best’s VB-6, each lugging a 1,000-pound bomb, needed a full deck run to get aloft, so the crew did not start bringing up the fighters and torpedo bombers for the second deck load until after the last of the dive-bombers was aloft. It took twenty minutes to bring up the ten Wildcats of VF-6 (via the forward elevator) and Lem Massey’s fourteen Devastators (via the rear elevator). The Wildcats launched without mishap, but then one of the torpedo bombers had engine trouble, and though it was eventually fixed, that, too, took time.14

By 7:45, Spruance had run out of patience. Five minutes earlier, Gil Slonim, his radio intelligence officer, had reported that he had picked up a contact report from a Japanese snooper—almost certainly Petty Officer Amari in the Tone’s number 4 scout plane. Soon, the enemy would know where they were. Time was running out. Sensitive to the fact that he was not a naval aviator, Spruance had so far declined to interfere in the management of air operations. Nonetheless, deciding that enough was enough, he ordered that McClusky be sent a message by flashing light to “proceed on mission assigned.” It was the right decision. Had McClusky and the thirty-two other dive-bombers of VS-6 and VB-6 continued to circle and wait for the torpedo planes, they very likely would not have had enough fuel left to conduct a search at the end of their flight, a search that eventually proved decisive.15

Of course, that decision also meant that McClusky’s dive-bombers headed off to the southwest while Lindsey’s big torpedo planes were still on the flight deck. By the time Lindsey got his fourteen planes into the air and headed off to find the Japanese, the dive-bombers were beyond sight, and Lindsey set his own course.

When McClusky’s dive-bombers flew off to the southwest on a course of 231 degrees, the Wildcats did not go with them; unlike Mitscher, Browning wanted the fighters to stay on top of the Devastators. The CO of VF-6, James S. Gray, was only six years out of the Naval Academy and, at age 27, the youngest of the squadron commanders. He recalled Browning telling him that his fighters should “go to high altitude so they could come down to the torpedo planes’ defense if they gave a signal.” Gray went to see Lindsey’s second in command, Lieutenant Arthur Ely, and the two of them agreed that if the torpedo bombers needed support, Lindsey or Ely would simply radio, “Come on down, Jim,” and Gray would dive from altitude to assail the attacking Zeros.16

Because of the delay in launching the torpedo bombers, however, Gray’s Wildcats were halfway up to 22,000 feet by the time Lindsey’s squadron of fourteen planes got airborne. As with Mitchell’s squadron, that climb to altitude used up a lot of gas, a fact that would play an important role later. Now, however, looking down from about two miles above, with patchy cloud cover in between, Gray had an imperfect view of what was going on with the task force. He saw a torpedo squadron below him, lost it for a while under the overcast, then found it again, and followed it, weaving back and forth so as not to overrun it as he continued to climb. What he did not know was that he had picked up not Gene Lindsey’s VT-6 but John Waldron’s VT-8.17

The whole time that Torpedo Squadron Eight was being annihilated by the Japanese Zeros, American fighter cover was nearby and available. Four miles above Waldron and a few miles to the northeast, Gray’s squadron of ten Wildcats circled slowly overhead waiting for a call from below. Gray saw the fifteen torpedo planes enter a cloudbank ten miles out from the carrier force and assumed that there was no call for help because the torpedo bombers were using the clouds to conceal their approach. Besides, he was also waiting for the arrival of McClusky’s dive-bombing group. Though Waldron left his radio on throughout the subsequent fight, and his various calls were picked up not only by the planes in his own squadron but also by at least some of those in Ring’s group eighty miles away, neither Gray nor anyone else in his fighter squadron heard anything. As Gray wrote in his after-action report, “Prearranged distress signal from torpedo planes was not given.” Gray was convinced that it was not a radio problem. “Our radios were working perfectly on this flight,” he wrote in 1963. “There wasn’t one peep from any of them [Waldron’s planes] during their run in.” Of course Waldron knew nothing about a prearranged signal because Gray and Waldron were from different carriers, which also meant that they were using different radio frequencies. As a result, Gray and his fighters circled uselessly above the Kidō Butai for most of an hour (9:10 to 10:05) while the Japanese methodically shot down all of Waldron’s planes.18

Meanwhile, Gene Lindsey’s group of torpedo bombers was approaching the target from the south. Lindsey might have missed the Kidō Butai altogether, because he had selected a course that took him just to the south of it. (Wade McClusky, as it turned out, took a course even further south.) What turned Lindsey toward the target was the black smoke that Tone and Chikuma had generated to signal Nagumo that they had spotted Waldron’s planes. Thus, indirectly, Waldron did manage to lead other squadrons to the target. At about 9:30, Lindsey saw the smoke over his starboard wing and turned his squadron northward. Ten minutes later, about when the last of Waldron’s planes was spinning into the sea, Lindsey ordered his squadron to separate into two seven-plane sections in order to conduct an anvil attack on the southernmost Japanese carrier, the Kaga.19

The ships of the Kidō Butai had changed course from north to west to present their sterns to Waldron’s attack, and now with Lindsey’s approach from the south, they turned north again so that Lindsey, like Waldron, had to overtake a force that was steaming away from him. A few minutes after 10:00, Lindsey took seven planes out to the left; Ely took the other seven off to the right. Lindsey also radioed Jim Gray to “come on down,” but though Lindsey and Gray were on the same radio frequency, Gray either did not hear the call or did not respond. One fellow pilot characterized Gray as “a L’il Abner type,” by which he meant that he was “big, dark, and … a little square.” But he was no coward. This was the same man who had led a section of five Wildcats against a Japanese airfield on Taroa back in February. When the guns had jammed on all the planes except his, Gray had completed his mission alone while under attack by eight Japanese fighters, returning to the Enterprise with more than forty bullet holes in his plane. On this occasion, though, he believed he had to choose between diving down to join the attack on the Kidō Butai and saving his own command.20

The reason was fuel. By now, Gray’s Wildcats were perilously low on gas. The heavier Dash 4 Wildcats, issued to them in Pearl Harbor just before Task Force 16 departed for Point Luck, burned up gas much faster than the older Dash 3 models, and the climb to altitude had used up a lot of it. McInerny and the Wildcats of VF-8, which had launched at about the same time, had turned back toward the Hornet an hour before for the same reason. Gray had stayed at altitude, waiting for the dive-bombers under Mc-Clusky to show up. When they didn’t, he had to choose between diving down to engage the Zeros and perhaps strafe the carriers or heading home to refuel. Gray later justified his decision not to join the fight by insisting that his planes were simply incapable of doing so. “In a dogfight,” he wrote, “throttles are ‘two blocked’ at full, and propeller revolutions are at high R.P.M. Under this kind of demand, gasoline disappears as though there is a hole in the tank. We simply were now without that capability.” Years later, Gray explained his dilemma to a group of Midway veterans. “If I went down to mix it up,” he said, “all of us would have landed [in the water] out of gas, I had enough gas to get home, nothing more. So I elected to go home and refuel.” He sent two messages back to the task force, one a sighting report describing the target as including two carriers, two battleships, and eight destroyers, thus perpetuating the notion that the Japanese might be operating in two carrier groups, and another, a few minutes later, announcing that he was “returning to the ship due to the lack of gas.”21*

While Gray led his fighters back toward the Enterprise, Lindsey’s Devastator pilots, like Waldron’s, flew low and slow toward the Kidō Butai without fighter cover. The pilots of Torpedo Six, however, had three advantages that Waldron’s men did not. The first was that Lindsey’s pilots were mostly experienced veterans, having participated in several previous missions. They also benefited from the fact that when they flew in from the south, the Japanese Zeros were a dozen miles away, north and east of the Kidō Butai, finishing off the last of Waldron’s planes, and it took them several crucial minutes to hurry back southward to fend off this new attack. Most important of all, however, was that many of the Zero pilots had used up much of their 20 mm cannon shells in smashing Waldron’s squadron. Each Zero carried only sixty rounds of this heavy ammunition, and once it was gone, they had only their light (7.7 mm) machine guns.

The arriving Zeros found Ely’s section first. Using the tactics that had worked so well against Waldron, they scissored back and forth over the Americans, making side runs in pairs. One of the surviving American pilots recalled that the Zeros attacked “from overhead and rear,” but that the attacks “were not pressed home in face of free gun fire” from the American backseat gunners. Nevertheless, one by one, the American torpedo planes began smoking and headed for the water. One exploded spectacularly when a 20 mm cannon shell detonated its torpedo. Soon, only two of Ely’s seven planes were still aloft. Those two got close enough to drop their torpedoes, and despite heavy damage they turned and headed for home. The Zeros let them go and turned on Lindsey’s section. By now, few of the Zeros had any 20 mm cannon shells left, and they had to rely on their machine guns. The American Devastators were struck again and again, and four of them, including Lindsey’s, succumbed, but the American gunners were firing too and claimed at least one Zero. The three Devastators that survived this onslaught successfully launched their torpedoes. For all that effort and sacrifice, however, none of the American torpedoes found its mark. By 10:15, the five planes that had survived the strike, all of them shot through with dozens of 7.7 mm rounds, headed back for the Enterprise.22

Four of them made it; one of them was so riddled with bullet holes that the air crews simply pushed it over the side the next day. A fifth plane, that of Machinist Albert W. Winchell, an enlisted pilot, and his backseat gunner, Aviation Radioman Third Class Douglas M. Cossett, didn’t get back at all. Their engine began to labor and vibrate, and Winchell realized he was losing power. He elected to land in the water. The two men scrambled into their little raft. Like Mitchell and the fighter pilots of VF-8, they battled sharks, sunburn, dehydration, and starvation while waiting to be found. For the first few days, whenever a distant plane flew past without sighting them, Winchell would shake his fist and say, “All right you bastards, see if I buy you a drink at the O Club.” Soon it wasn’t funny any more. After twelve days, they saw a submarine and signaled frantically until they saw that it was Japanese. Then they stopped waving and sat quietly in their raft, waiting to see what the sub would do. It came near and stopped. Members of its crew came out on deck to look at them for a few moments, then, apparently deciding that the Americans were not valuable enough to capture, and not worth shooting, they went below. The sub turned and moved away. After seventeen days of surviving on rainwater and an albatross that they had managed to catch and eat raw, they were picked up on June 21 by a PBY that had spotted their orange raft.23

Once again, Nagumo’s Zeros had fought off a determined and courageous attack by American torpedo bombers, and once again the Americans had scored no hits. Nagumo may have been more relieved than exultant. He still had to rotate his CAP, refuel and resupply the Zeros with 20 mm ammunition, and complete the rearming of his strike force. But instead of a respite, there came another attack by yet another American torpedo squadron. This time it was twelve Devastators from the Yorktown under Lieutenant Commander Lance “Lem” Massey.

After ordering Spruance to attack at 6:07 that morning, Fletcher had continued steaming eastward with the Yorktown task force until he recovered the ten planes of the morning search. He had hoped that by then the patrolling PBYs might have found the two missing carriers of the Kidō Butai, but there was still no word beyond Ady’s initial sighting of “two carriers and two battleships.” Nimitz had received a number of combat reports from the Midway planes that had attacked the Kidō Butai; none of them had indicated that there were more than two enemy carriers at the target location, and, as a result, the information that all four Japanese carriers were operating together never reached the task force commanders. Even now, as Fletcher steamed toward the known target to close the range, he anticipated that at any moment a new sighting report would locate those two missing carriers. His course brought him to within 160 miles of the estimated position of the “two carriers and two battleships” of the initial sighting, and by 8:30, he decided he could wait no longer. He would hold back Wally Short’s scouting squadron (VS-5, formerly VB-5) in case a late report located the missing flattops, but he would send his other bombing squadron, Max Leslie’s VB-3, and all the torpedo planes, plus a fighter escort, to attack the two carriers that had been sighted.24

To calculate a course to the target, Fletcher depended heavily on his staff air officer, Commander Murr E. Arnold, a 1923 Academy graduate who had previously commanded the bombing squadron on Yorktown, and who had been central to all the operations in the Coral Sea, including the battle of May 7—8. By now, Fletcher and Arnold had developed a close friendship and mutual confidence. In collaboration with Pete Pederson, the Yorktown’s air group commander (CYAG), Arnold calculated a course of 230 to the enemy. More important, he and Pederson sat down with all four of the squadron commanders to discuss it. Arnold and Pederson told the pilots that if they arrived at the coordinates and didn’t find the enemy, it might mean that the Kidō Butai had turned north. Under those circumstances, they suggested, they should probably turn to the northeast. This, of course, was exactly right, but equally important was the fact that all the participants had a chance to talk it over fully beforehand. Pederson recalled that “they all agreed that this made good sense.”25

Equally important was the decision by Fletcher and Buckmaster that morning to employ a “normal departure” rather than the deferred departure that Miles Browning had imposed on the carriers of Task Force 16. In a normal departure, the slower and most heavily laden planes launched first and proceeded immediately toward the target while the lighter and faster planes launched afterward and caught up with the others in a “running rendezvous.” Consequently, the Dauntless dive-bombers of Leslie’s VB-3, each carrying a 1,000-pound bomb, went first, followed in the same deck load by the Devastators of Lance “Lem” Massey’s VT-3. Leslie’s bombers were to circle for only fifteen minutes before heading off toward the target; Massey’s torpedo planes were not to circle at all but to proceed with the mission as soon as they formed up. The speedy Wildcat fighters were launched in the second deck load and caught up with the attack planes en route. Because of this, there was a minimum of circling and waiting, and the entire air group successfully executed a running rendezvous on the way to the target.

Finally, the Yorktown’s air attack differed from those of the other two carriers in the role assigned to the escorting fighter planes. The fighters of VF-3 were commanded by Lieutenant Commander John S. “Jimmy” Thach. Like most Academy grads, Thach had acquired his nickname during plebe summer. Thach’s older brother James had graduated from the Academy in 1923, the same year that John became a plebe. The upperclassman who introduced the new plebe to the customs of the institution insisted on calling him Jimmy—his brother’s nickname—perhaps as a reminder that he was nothing special. Like most Academy nicknames, it stuck. Jimmy Thach was a thoughtful and creative fighter pilot. Just before the war, he had developed an innovative defense maneuver for fighters flying in groups of four. He called it the “beam defense position,” though it subsequently became universally known as the Thach weave. Thach had commanded VF-3 on the Saratoga until she was torpedoed in January and sent stateside for repairs. His squadron was then transferred to the Lexington until she was sunk in the Coral Sea. Now he and his squadron were on the Yorktown. A superstitious person might have worried about that track record, but Thach was a confident pilot with a “sunny disposition.”26

Like his Naval Academy classmate Pat Mitchell on the Hornet, Thach thought that his fighters should go with the torpedo planes. But unlike John Waldron, who had lobbied hard for fighter cover, Lem Massey, the commander of VT-3, demurred. Because the Zeros were likely to be high, he proposed that the fighters go with the dive-bombers. No, no, said Leslie, the dive-bomber commander, the fighters should go with the torpedo planes because they were more vulnerable. Amused by this Alphonse-and-Gaston routine, Thach said, “How about letting me decide it?” Both Massey and Leslie said that was fine with them, but as it happened none of them got the final say. Instead, it was Pete Pederson, the CYAG, who made the decision.27

In his official report on the Battle of the Coral Sea, Pederson had recommended that in future engagements the escorting fighters “should take position up sun from, and at least 5—6,000 feet above the torpedo planes. From this position,” he wrote, “they can readily observe any attack coming in and can dive down and break it up.” At Midway, Pederson took his own advice and ordered that Thach’s Wildcat fighters should fly in between the high-flying bombers and the low-flying Devastators at 5,000 to 6,000 feet. That way Thach would be high enough to dive down on any Zeros that attacked the torpedo planes, but not so high as to be out of touch with them. It also meant that Thach’s planes didn’t have to burn all that fuel climbing to 20,000 feet. As a result of collaborative decision making, battle experience, and efficient execution, the Yorktown air group was the only one that arrived over the target in a timely fashion and effected a coordinated attack without any argument, insubordination, or error.28

Jimmy Thach in the cockpit of his Wildcat. Thach was a creative tactical innovator, but with only six Wildcats, he was unable to protect the lumbering Devastators of Lem Massey’s VT-3. (U.S. Naval Institute)

The planes of the Yorktown air group flew almost directly to the Kidō Butai and found it in just over an hour, at about 10:00 a.m. Massey’s low-flying Devastators saw the Japanese first, led to the target by the black smoke generated by the Japanese cruisers. Massey led his squadron from 2,500 feet down to 150 feet as he prepared to make his torpedo run. Two and a half miles above him, Max Leslie, leading the dive-bombers, called him on the radio to ask if he was ready to start a coordinated attack. Massey replied that he was. Almost at once, however, Massey reported “frantically” that he was under attack by enemy fighters. As a result, in the end there was no coordinated attack, for, as one Devastator pilot put it, “We were forced to go in on our own attack as soon as possible to prevent all of the torpedo planes from being shot down.”29

By now, despite all their success, some of the Zero pilots must have felt a bit whipsawed. Having fought off one American attack from the northeast, then another from the south, here was yet another from the northeast. And not only were many of the Zero pilots nearly out of the 20 mm ammunition, they were now facing new attackers that had a fighter escort.

That fighter escort consisted of only six Wildcats. Of the eighteen Wildcats on the Yorktown, Fletcher had kept six for CAP and reserved another six to accompany Wally Short’s VS-5 for the attack on the two “missing” carriers if and when they were located. That decision annoyed Jimmy Thach; his defensive weave pattern could be executed only when his fighters maneuvered in groups of four. He complained to Arnold that six was not divisible by four. Arnold told him that the decision had come from the flag bridge. Thach, disappointed, was nonetheless determined to do the best he could. When his fighters caught up with Massey’s torpedo bombers en route to the target, he signaled Warrant Officer Tom Cheek to position his two-plane section just behind the torpedo bombers while Thach himself, with a four-plane section, flew above them at about 5,500 feet.30

Thach first saw the outer screen of the Kidō Butai about ten miles out. Colored shell bursts began to explode around him—directional signals from the screening warships to guide the Zeros to the new target. And soon enough, they came. Thach tried to count them and figured “there were around twenty.” In fact, there were more than twice that number. By now, Nagumo’s four carriers had launched every Zero they had, including the reserves, a total of forty-two. Because Thach’s Wildcats had launched last rather than first, and because they had flown at 5,500 feet instead of 20,000 feet, they arrived with enough fuel in their tanks to engage in aerial combat. But there was not a lot six Wildcats could do against forty-two Zeros.

The Japanese pilots attacked both the torpedo planes and the escorting fighters. Ensign Edgar Bassett, occupying the trailing spot in Thach’s fourplane formation, was attacked from below, and his plane fell smoking into the sea. Bassett never got out of the cockpit. Other Zeros “were streaming in right past us and into the torpedo planes,” Thach recalled. “The air was like a bee hive.” He found he could not seize the initiative against such overwhelming numbers. Though his mission was to protect the torpedo planes, it was all he could do to defend himself from the swarming Zeros. Because only one of his surviving wingmen was familiar with his “beam defense maneuver,” Thach had to improvise. When a Zero came up behind them, he led his three surviving planes in a sharp right turn, which forced the Zero pilot to attempt a side shot. Then, as the Zero followed him through the turn, Thach turned sharply left. As the swift Zero flew past them, it gave Thach a shot at him from behind. After a long burst from Thach’s .50-caliber machine guns, the Zero exploded and went down. Despite their agility, and the deadliness of their 20 mm cannons, the poorly armored Zeros succumbed quickly when they were hit.31

Nonetheless, the Zeros had the numbers, and they savaged Massey’s torpedo bombers just as they had Waldron’s and Lindsay’s. Massey’s plane was one of the first to be taken out. “It just exploded,” Thach recalled. Machinist Harry Corl, flying a Devastator in Massey’s section, remembered that it “went down in flames with no hope of anybody surviving.” The steadily decreasing number of torpedo planes tried to hold a straight course to give their own gunners, who were firing continuously, a steady platform. The value of having fighter cover was not that the Wildcats fended off the Zeros but rather that they occupied some of the Zeros that might otherwise have focused exclusively on the Devastators. Somewhat bitterly, Thach wrote in his after-action report that “six F4F-4 airplanes cannot prevent 20 or 30 Japanese VF from shooting down our slow torpedo planes.”32

Thach’s 21-year-old wingman, “Ram” Dibb, was the only pilot in the squadron to whom Thach had explained the principles of his “beam defense maneuver.” Before flying out that day, they had agreed to try it if circumstances allowed. In the midst of the air battle, Thach heard Dibb call out, “There’s a Zero on my tail! Get him off!” Dibb and Thach were flying side by side but widely separated, and in accordance with the plan, they turned toward each other. As they closed on one another, Thach ducked under Dibb’s plane to come up face-to-face with the onrushing Zero. The two planes sped toward each other at a combined 500 miles per hour. “I was really angry,” Thach remembered later. “I probably should have decided to duck under this Zero, but I lost my temper a little bit, and decided I’m going to keep my fire going into him and he’s going to pull out.” As the two planes flashed past each other, only feet apart, flames began spouting from the Zero, and Thach watched it fall away into the sea.33

The five planes of Massey’s squadron that survived this onslaught dropped their torpedoes, turned, and headed for home, seeking cloud cover to hide from the relentless Zeros. Wilhelm Esders recalled that the Zeros “continued to make passes at us” for more than twenty miles before they finally gave up the pursuit and returned to the Kidō Butai. Esders planned to use his YE homing system to plot a course for the Yorktown, and asked his backseat radioman/gunner, Aviation Radioman Second Class Robert B. Brazier, to change the radio coils so he could activate the system. Brazier had been hit three times and had bullets through both legs and one in his back. He replied weakly that he didn’t think he could do it. Several minutes later, however, Brazier called Esders on the intercom to report that he had changed the coils. Because of that, Esders was able to get a signal from Yorktown and he headed for home. As he approached the task force, however, he saw that the Yorktown was herself under air attack (it was 12:40 by now), and, virtually out of gas, he had to ditch in the water about ten miles away. He managed to get Braziers out of the cockpit and into the raft, but Braziers’ wounds were too serious for him to survive such rough handling; he died in the raft. A Japanese dive-bomber returning from his attack on the Yorktown flew past and turned back for a second look. Esders ducked under the water and waited for the inevitable strafing. But instead, Lieutenant Junior Grade Art Brassfield, flying CAP over Task Force 17, came to the rescue, shooting down the Val dive-bomber, his fourth of the day. Esders was picked up the next day by the destroyer Hammann.34

Of the forty-one Devastator torpedo planes launched from three American aircraft carriers that morning, only four made it back to their carriers, and one of those was so badly damaged as to be of no further service. Three more ditched in the water trying to make it back to the carriers, though their crews were later rescued. Despite those horrific losses, not a single torpedo struck home. Indeed, since 7:00 that morning, the Americans had hurled a total of ninety-four airplanes at the Kidō Butai in eight separate and uncoordinated attacks, and not a single bomb or torpedo had found its mark. The Japanese had shot down most of those planes and sent the rest fleeing. Nagumo had still not managed to get the planes of his own strike force up onto the flight deck for launch. To do so, all he needed was a short respite.

He was not going to get it. Three miles above the handful of retiring American torpedo planes, Max Leslie’s dive-bombers from Yorktown were preparing to attack, astonished that there was no enemy CAP over the target. Simultaneously, and coincidentally, the long-delayed bombing and scouting squadrons from Enterprise under Wade McClusky were arriving from the south. It was 10:20 a.m., and the battle had reached a pivotal moment.

* The fact that Nagumo made his turn at 9:17is more evidence that Ring did not miss the Kidō Butai because it turned northward during his flight as stated in Mitscher’s report. If Ring and his air group had flown a course of 240, he would very likely have found the Kidō Butai before Nagumo’s turn northward, as Waldron did. See appendix F.

* Gray’s second report, sent at 10:00 a.m., caused a moment of consternation on board the Enterprise. John Lundstrom notes that both Spruance and Browning initially thought the report had come from McClusky, and they were appalled that he might be returning to the task force without attacking. McClusky sent in his own sighting report at 10:02, but it is not clear that it was received at the task force. In any case, responding to one or the other of these reports, at 10:08 Miles Browning grabbed the handset and hollered: “McClusky, attack! Attack immediately!”

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