At 10:22 on the morning of June 4, 1942, a 25-year-old pilot named George Gay floated in the middle of the Pacific Ocean, hiding beneath a rubber seat cushion the size of a dinner plate. His flight suit was soaked with saltwater and his own blood. A bullet had pierced his leg, and another had torn through his arm. His Douglas Devastator torpedo bomber rested somewhere on the ocean floor two miles below.

All fourteen of his squadron mates were dead, their burning aircraft circling slowly in the water around him. A Japanese fighter swept low to strafe the area. Gay pushed the cushion underwater, held his breath, and waited. Two days earlier, the farm boy from Waco, Texas, had been writing letters home.
Now he watched men he had shared breakfast with burn alive on the water’s surface. Directly overhead, close enough to read the numbers painted on their hulls, four Japanese aircraft carriers passed in perfect formation. Akagi, Kaga, Soryu, and Hiryu formed the most powerful naval striking force ever assembled in the Pacific. These were the ships that had ignited the war at Pearl Harbor on December 7.
Gay would witness three of them die within six minutes. He just did not know it yet. To understand how those six minutes were possible, one must go back not to the ocean but to a basement. Six months earlier, beneath the U.
S. Pacific Fleet headquarters at Pearl Harbor, there was a room the men who worked in it called “the Dungeon. ” Concrete walls, no windows, a door that locked from the inside. The air smelled of stale coffee, cigarette smoke, and paper.
Paper covered the desks, the floor, and the walls in overlapping layers like the scales of a giant fish. The man in charge of the Dungeon was a 42-year-old commander named Joseph Rochefort. He wore a red smoking jacket over his uniform because the basement was cold and he had no time to care about appearances. He worked twenty hours a day and slept on a cot in the corner.
He had not been home in weeks. His wife brought clean shirts on Sundays and left them on his desk because he could not spare even an hour to see her. He drank coffee from a mug that was never washed and walked around in slippers. His team of fifteen naval officers and civilian linguists looked like shadows in the dim light of desk lamps.
Some played the violin at 3 a. m. when code fragments resisted them. Others stared at the walls for hours.
They worked in such silence that the only sound most nights was the scratching of pencils on paper. What Rochefort and his team were doing was intercepting Japanese naval radio traffic, thousands of encrypted messages a day, and trying to read it. The Japanese code was called JN25B. It was one of the most sophisticated encryption systems in the world, built on 33,000 five-digit code groups that changed at irregular intervals and were super-encrypted with an additional key.
To break it, one had to find weaknesses, search for patterns, guess, and then guess again. In the winter and spring of 1942, Rochefort’s team cracked it. Not all of it, not even most of it, but enough. Enough to realize that something huge was being planned.
A major fleet operation with an unknown objective. The Japanese referred to it in their signals with two letters. Rochefort was certain that “AF” was Midway Atoll, a small American outpost 1,100 miles northwest of Hawaii. He was certain because of the fragments, the patterns, and the way the signals moved, but he could not prove it.
In Washington, other codebreakers told Admiral Nimitz that “AF” might be Hawaii itself, the West Coast, Alaska, or Panama. If Nimitz sent his fleet to defend the wrong place, the Pacific war would be over. So Rochefort set a trap. He arranged for Midway to broadcast a message in plain English, wide open where anyone could hear it.
The message said the base’s freshwater distillation plant had broken down and the garrison was short on drinking water. It was a lie. There was no water problem. It was bait.
Two days later, Japanese naval radio traffic indicated that “AF” was short of fresh water. The trap had closed. The date was early June. Rochefort could now hand his commander not just a location but a timetable: the order of battle, the number of carriers, the names of the ships, the approximate escort formation, and the time of the attack within roughly twelve hours.
The man he handed it to was Admiral Chester Nimitz. Nimitz was 57, white-haired, with pale blue eyes that rarely revealed what he was thinking. He was a Texan by birth, a submariner by training, and one of the calmest men ever to wear the U. S.
uniform. When angry, his strongest expression was “Now look here. ” He was furious now because Rochefort had just handed him the most valuable piece of intelligence in the Pacific war while Nimitz had almost nothing to fight with. His battleships lay at the bottom of Pearl Harbor.
His most experienced carrier commander, Vice Admiral William Halsey, was in a hospital bed in Honolulu, crippled by a skin condition so severe he could not wear a uniform. Halsey, the fighting admiral of the Pacific Fleet, was scratching his body bloody while the biggest battle of his life formed without him. Nimitz had three carriers: Enterprise and a ghost. The ghost was called Yorktown.
Three weeks earlier, in the Coral Sea, she had been so badly damaged by Japanese bombs that the initial damage assessment said she needed three months in dry dock. She limped into Pearl Harbor on May 27, trailing an oil slick for miles. The shipyard superintendent told Nimitz his men needed 90 days to make her seaworthy again. Nimitz gave him 72 hours.
Fourteen hundred welders and technicians flooded aboard Yorktown. They worked around the clock in shifts, alternating every three hours, sleeping on the deck between shifts. They cut, welded, patched, and rewired. Honolulu lost power in rolling blackouts because the yard was drawing everything the grid could provide.
Housewives cooked by candlelight. Streetlights failed. Bars closed early. Men fell asleep with acetylene torches still in their hands.
Their mates took the torches away, propped them against bulkheads, let them sleep twenty minutes, then woke them and put the torches back. No one spoke about it. No one complained. They were not told what was coming, only that the ship had to go.
After 72 hours, Yorktown sailed out of Pearl Harbor. She was not fully repaired. She barely floated. Her forward elevator did not work.
Her damage-control systems were held together with lead patches and prayer. She was heading for Midway. The Japanese believed she was already out of action. Nimitz sent all three of his carriers to a point in the ocean 200 miles northeast of Midway.
It was a nameless spot. He gave his fleet a lucky chance and sent them out before Yamamoto’s armada reached the area. This meant that when Admiral Yamamoto deployed a screen of submarines across the Pacific approaches to Hawaii, precisely positioned to intercept the American fleet, the American fleet had already passed through. The submarines arrived at their patrol stations and watched empty water.
Somewhere to the northeast, out of range and out of sight, three American carriers were already lying in ambush. Japan was coming to Midway with the largest naval force ever assembled in the Pacific: more than 200 ships, eight battleships, 23 cruisers, 65 destroyers, 21 submarines, troop transports, oilers, repair ships, and seaplane tenders. In the heart of it, on the bridge of the battleship Yamato, stood the man who had made the plan. Admiral Isoroku Yamamoto was 58 years old.
He had lost two fingers of his left hand at the Battle of Tsushima in 1905, when he was a young officer on a cruiser hit by shell fragments that killed 40 men. He had carried that memory for 37 years. A Harvard graduate, he had been a naval attaché in Washington in the 1920s. He had stood in American factories and watched assembly lines work.
He had driven a rented car across the American continent from New York to San Francisco, counting smokestacks along the way. He had played poker with American officers and beaten most of them. He had reached the one conclusion a man of his intelligence could reach: Japan could not win a long war against the United States. He told the Prime Minister plainly in 1940.
He wrote: for the first six months of a war with America, I will run wild. After that, I have no expectation of success. The six months were almost up. He needed a short war, one decisive battle that would destroy American carrier strength in the Pacific before American factories could replace it.
Midway was the bait. The American carriers were the target. The weapon was not Yamato and her sisters. The weapon was advancing 300 miles ahead of the main force: a tight formation of four aircraft carriers moving northwest in the pre-dawn darkness.
Kido Butai, the Mobile Strike Force. Akagi led, 850 feet long, converted from a battlecruiser hull, her command island mounted on the port side, a design unique in the world. Kaga, the heaviest of the four, converted from a battleship, slow and massive, carrying 74 aircraft. Soryu, fast and purpose-built.
Hiryu, Soryu’s sister, flagship of the Second Carrier Division, commanded by Rear Admiral Tamon Yamaguchi, 49, a Princeton graduate and an aggressive tactician many considered the best carrier officer in the Japanese navy. Between the four ships were 248 aircraft and crews of men who had not lost a single battle in six months of war. At every encounter, they had been the victors. The pilots believed they could not lose.
Commanding it all was Vice Admiral Chuichi Nagumo, 55, a torpedo specialist by training, cautious by temperament. That morning he would fight alone. Both his air officers were sick. In a small cabin below Akagi’s bridge, Commander Mitsuo Fuchida lay on his back in his bunk, trying not to move.
Six months earlier, on December 7, he had been in the sky over Pearl Harbor, the pilot who fired the flare that meant total surprise, the man who sent the signal that opened the Pacific war: Tora, Tora, Tora. He was the most decorated combat pilot in the Imperial Navy, and he was supposed to lead the strike on Midway. Two days before the fleet left Japan, his appendix had burst. A ship’s doctor performed an emergency appendectomy on the officers’ mess table.
Fuchida survived, but he could not walk. He was confined to his bunk with fresh stitches and a fever, listening through the bulkhead to the planes he was supposed to lead warming up on the flight deck above. On the bridge, another man stood in a bathrobe. Minoru Genda, 37, the air staff chief for the entire Kido Butai, the architect of the Pearl Harbor plan, had pneumonia.
His temperature was over 103 degrees. He stood on the bridge in pajamas and a heavy coat because he could not dress properly, coughing blood into a handkerchief, his voice reduced to a whisper. Nagumo, a torpedo officer commanding an air battle, was left with the two men who understood naval aviation better than anyone else in the Imperial Navy reduced to invalids beneath and beside him. The Akagi bridge was crowded with staff officers, but every one of them looked to a 55-year-old admiral who had never piloted an aircraft in his life and would now make every fateful decision of the next twelve hours.
Nagumo was not a stupid man, nor even a bad admiral. He was competent, cautious, and professional, about to face a series of decisions no competent, cautious, professional officer would know how to make. He did not know that three American carriers lay 200 miles to his northeast, waiting. He did not know that his position, course, speed, ship names, and order of battle had all been read from encrypted signals in a Pearl Harbor basement and delivered to Chester Nimitz weeks before.
He did not know that the fleet Yamamoto had sent ahead to warn of exactly this kind of trap had been beaten to the punch, and that his submarine picket guarded an empty sea. At 4:30 on the morning of June 4, 1942, 180 miles northwest of Midway, Nagumo turned his four carriers into the wind. On the flight decks, planes were spotted into position. Engines roared.
The smell of high-octane fuel drifted across the water. The first Zero launched from Akagi’s deck, climbing into a sky turning from black to deepest blue. She was followed by 107 other aircraft: five groups of bombers, torpedo planes, and escorts led by Lieutenant Joichi Tomonaga, who had taken command of the strike because Fuchida could not walk and Genda could not breathe. They flew east into the pre-dawn air, searching for Midway.
They would find it. They would bomb it. And when they radioed back in 90 minutes that Midway needed another attack, they would set in motion a chain of decisions that would destroy Kido Butai before lunchtime. The ambush was already set.
The trap had already closed. The men in the basement had already won. At 9:20 that morning, off the coast of Midway, the first wave of American torpedo bombers attacked. Torpedo Squadron Eight, fifteen Devastators from the carrier Hornet, led by Lieutenant Commander John Waldron, 41, of Lakota descent, born in South Dakota.
He had told his squadron in a written note distributed before the mission that he expected most of them not to return. If only one plane remained, he wrote, “I want that man to go in and get a hit. ” The Devastator was a 1935 design. Its cruising speed was 120 miles per hour.
To drop a torpedo, it had to descend to 50 feet over the water, hold that altitude in a straight line, and release from close range. Straight, low, and slow, it was impossible to miss. Waldron led his squadron into the attack without fighter cover. Thirty Japanese Zeros dove on them.
The Devastators did not deviate. Waldron held his course, and his men held theirs. One by one, all fifteen blue, slow aircraft were shot into the water. Waldron’s own plane went down in a slow, flat spin.
He did not bail out. His radioman did not bail out either. The plane was on fire when it hit the water. Fifteen minutes later, Torpedo Squadron Six launched from Enterprise.
Fourteen Devastators led by Lieutenant Commander Eugene Lindsey, flying with broken ribs he had suffered in a crash landing four days earlier. He knew the odds and went anyway. Ten of his planes were shot down. Lindsey was among the dead.
Fifteen minutes after that, Torpedo Squadron Three launched from Yorktown. Twelve Devastators led by Lieutenant Commander Lance Massey. They too attacked. Ten were shot down.
Massey’s plane caught fire in the air and burned for nearly a minute before falling into the sea. He was 36. Forty-one American planes had taken off. Only six returned.
Not a single torpedo had hit a Japanese ship. But there was another measure. Each wave of low, slow, straight-flying torpedo bombers, coming one after another for more than an hour, had drawn the Japanese combat air patrol down to sea level. The Zeros had followed the bombers down because that was where they had to go to kill them.
They had burned their fuel down there. They had exhausted their ammunition down there. They had lost their formation and could not climb back up in time. The sky above Kido Butai, from 5,000 to 19,000 feet, was now empty.
At 9:55, Wade McClusky, 40, leading 32 dive bombers from Enterprise at 19,500 feet at the end of a search that had already consumed his return fuel, looked down and saw a single white line on the water: the wake of a destroyer steaming at full speed. The destroyer was Arashi, which had just given up its two-hour chase of the American submarine Nautilus and was racing north at 35 knots to rejoin Kido Butai. McClusky banked and followed. For ten minutes he flew northeast, following the arrow the destroyer drew across the sea.
At 10:05 he saw them: four gray rectangles on blue water. He had 32 dive bombers in a line stretching to the horizon. At the same moment, Lieutenant Commander Maxwell Leslie arrived from Yorktown with 17 more Dauntlesses. Two American attack groups, from different carriers, on different courses, with no shared radio net, converged over the same target at the same moment.
Neither knew the other existed. The Japanese combat air patrol was still down at the water chasing the last of the torpedo bombers. The sky over Kido Butai was defenseless. Leading the attack on Akagi was Lieutenant Richard Halsey Best, 32, from Bayonne, New Jersey.
Best had been waiting since December for a chance to hit the ship that had led the attack on Pearl Harbor. McClusky’s plan divided the attack between two squadrons: Best’s squadron would target the near carrier, Kaga; Lieutenant Wilmer Earl Gallagher’s squadron would target the far carrier, Akagi. McClusky broadcast the orders. Best broadcast his own orders at exactly the same moment.
The two radio signals interfered and canceled each other. Best never heard McClusky’s order. Gallagher heard it. Best positioned himself over the far carrier, expecting to lead his squadron toward Akagi.
Gallagher positioned himself over the same carrier, executing his orders. Both squadrons began their dives. At 6,000 feet, Best looked left and saw Gallagher’s planes passing him in a vertical descent, not toward Akagi but toward Kaga, the near carrier Best’s squadron was supposed to hit. Gallagher’s men followed him down.
Every plane of Bombing Squadron Six dove toward Kaga, while Best found himself alone over Akagi with only two wingmen. He had three Dauntlesses and 3,000 pounds of bombs. He began his dive. His bomb struck Akagi’s flight deck amidships, just behind the bridge island.
It pierced the flight deck, pierced the upper hangar deck, and exploded in the middle of a hangar packed with torpedo-armed and bomb-loaded planes that Nagumo’s men had piled against bulkheads in the chaos of changing orders. The hangar became a chain reaction: bomb touching torpedo, torpedo touching fuel, fuel touching plane, plane touching bomb. Explosions ran the length of the ship. The flight deck buckled from below.
Elevator platforms folded. Fire erupted through deck seams. Ammunition detonated in ready rooms. Fueled and armed aircraft waiting for a second strike that would never launch caught fire one after another.
Three carriers, six minutes. The time was 10:26 in the morning. On the bridge of the burning Akagi, Vice Admiral Chuichi Nagumo stood at a window looking down at what had been his flight deck. Fire rose forty feet into the air.
Ammunition exploded somewhere below him. He did not move. He did not speak. His chief of staff, Rear Admiral Ryunosuke Kusaka, 49, walked up to him and said the only words that mattered now: “Admiral, you must transfer your flag.
” Nagumo did not answer. Kusaka said it again. A rope was lowered from the port side of the bridge to a light cruiser waiting in the smoke below. Nagumo, in his dress uniform, climbed over the railing and lowered himself hand over hand.
At 55, his flagship burning behind him and his fleet burning around him, he did not look up. He would fight for the rest of the war but never command a carrier again. Fifteen miles to the north, on Hiryu’s flight deck, Rear Admiral Tamon Yamaguchi would not be climbing down any ropes. Yamaguchi, 49, Princeton-educated, aggressive to the point of insubordination, had in the weeks before the operation argued against Nagumo’s cautious plan.
His opinion had been rejected. Now three of his four carriers were burning, and he was the only Japanese officer in the Pacific with an intact flight deck and armed aircraft. He did not wait for orders. He did not signal Yamamoto.
He launched everything he had. Eighteen dive bombers left Hiryu at 10:58, following the return path of the American attack back to the ships that had sent it. Ninety minutes later they found one: Yorktown. Three bombs hit her.
One pierced the flight deck and exploded in a compartment full of parked planes. A second disabled three of her six boilers. A third started a fire in a rag storeroom adjacent to the aviation fuel supply. Yorktown staggered.
Her speed dropped from 30 knots to six. Black smoke poured from her stack. From the sky she looked like dead wreckage. Kobayashi returned to Hiryu with only five of his planes, but the radio message had been unmistakable: an American carrier had been hit, burning and settling.
Yamaguchi received the message and launched a second wave immediately. Ten torpedo bombers, led by Lieutenant Joichi Tomonaga, the same young pilot who had led the morning strike on Midway, took off. Tomonaga’s left wing fuel tank had been damaged over Midway and could not be repaired in time. He knew his plane did not have enough fuel to return to Hiryu.
He climbed into the cockpit anyway. Ninety minutes later, his torpedo bombers found Yorktown again. But Yorktown was not dead wreckage. Damage control crews had been fighting fires for two hours.
The flight deck had been repaired with wooden planking. Counter-flooding had corrected her list. They had restarted four boilers. Yorktown was making 19 knots with her guns manned.
Tomonaga looked down at the American carrier plowing through the water and did not understand what he was seeing. The briefing said this ship was destroyed. His briefing was wrong. Two torpedoes hit Yorktown’s midsection.
Her rudder jammed. She listed 26 degrees. All boilers stopped at once. She stopped dead in the middle of the ocean.
Tomonaga did not see it. His plane had already fallen into the water, out of fuel during the attack run. The surviving pilots returned to Hiryu and radioed: a second American carrier hit, burning and settling. Yamaguchi received the message and believed what any commander would have believed: two American carriers destroyed, two remaining, the battle even.
He was wrong. Both attacks had hit the same ship: Yorktown, the ghost the Japanese high command already believed sat at the bottom of the Coral Sea. Yamaguchi had expended his entire remaining air strength against a ship his superiors had already written off. Enterprise and Hornet sat undamaged to the east.
At 3:30 that afternoon, a Yorktown scout plane found Hiryu. At 5:00, 24 Dauntlesses launched from Enterprise, most of them refugee planes from Yorktown after their own ship had been hit. At 7:00 they arrived over Hiryu. The Japanese combat air patrol was exhausted.
Four bombs hit Hiryu within 90 seconds. Three exploded in the forward hangar among planes being fueled and armed for a third strike against Yorktown. The forward elevator was torn completely from the ship, falling twisted and blazing at the base of the tower. By midnight the fires were out of control.
The engine rooms flooded. The list worsened. The order came to abandon ship. Rear Admiral Tamon Yamaguchi refused to leave.
He walked to the port side of the bridge with the captain, Tomeo Kaku, 49. He removed his cap and handed it to a young lieutenant with instructions to deliver it to his family. He shared a final cup of water with the officers who would not remain. He waited until the rest had gone.
Then he tied himself to a stanchion on the port wing of the bridge. Kaku tied himself beside him. Hiryu sank in the early hours of June 5. Two hundred miles to the west, on the bridge of Yamato, Admiral Isoroku Yamamoto still had ten battleships.
He ordered the advance. He intended to engage the American fleet in the dark, to sink their carriers with 16-inch guns, to salvage the operation by abandoning the doctrine of the past decade and returning to the tactics of Tsushima. On Enterprise’s bridge, Admiral Raymond Spruance was told the same thing: turn west, chase them, finish it. He refused.
At sunset on June 4, Spruance turned his carriers east, away from the Japanese fleet, away from the guns of Yamato. Battleships without air cover were easy targets in daylight. American carriers reached by ten Japanese battleships in the dark were simply dead. Yamamoto pursued for six hours.
The gap did not close. At 2:55 on the morning of June 5, he called off the advance and ordered a general retreat. It was the first time the Imperial Japanese Navy had withdrawn since the war with Russia in 1905. He did not eat that day.
He did not speak a word. He sat on Yamato’s bridge staring at maps he no longer needed. The four carriers did not actually sink from American bombs. They burned through the afternoon and into the night.
When it became clear they could not be saved, Japanese destroyers and submarines received orders to scuttle them deliberately so they would not fall into American hands. Soryu sank first at 7:10 p. m. on June 4.
Kaga went down at 7:25 that evening. Akagi sank at 4:55 on the morning of June 5. Hiryu went down at dawn. The carriers rest today at the bottom of the Pacific at a depth of more than three miles.
Exploration ships have found them. Their flight decks are still visible. Their bridge towers still stand. The men who died on them are still inside.
They are war graves. Japan lost four aircraft carriers, one heavy cruiser, 248 aircraft, and 3,057 men. Among the dead were 721 aircraft mechanics, ordnance specialists, and maintenance crews: men whose training had taken years and could not be replaced by industrial production. The surviving carrier pilots returned to war over Guadalcanal in the fall of 1942.
By the end of that year, most of the pilots who had survived Midway were dead as well. The United States lost Yorktown, 150 aircraft, and 307 men. Between 1942 and 1944, Japan built six aircraft carriers. The United States built 17 fleet carriers, nine light carriers, and 77 escort carriers.
The tide of the Pacific war turned at Midway and never turned back. Richard Best returned to Enterprise that afternoon with a problem in his lungs. Somewhere during his dive on Akagi, his oxygen system’s soda-lime canister had failed. He had been breathing caustic fumes at high altitude for over an hour.
He flew a combat mission the next day and hit a Japanese cruiser. Two weeks later, at Pearl Harbor, he collapsed. Navy doctors diagnosed tuberculosis: the lung damage from the caustic fumes had let the bacteria in. He was 32.
He spent most of the rest of the war lying on his back in a California sanatorium. He never flew a combat mission again. He retired from the navy on medical grounds in 1944 and lived 59 more years. The man who put a bomb on the flight deck of Akagi, the ship that began the war, ended his flying career because of a faulty piece of equipment inside his own plane.
Three months later, George Gay was pulled from the Pacific at 2:00 p. m. on June 5 by a PBY Catalina flying boat that spotted the yellow of his life jacket amid the blue water. He had spent 30 hours in the ocean.
He was the only survivor of Torpedo Squadron Eight. Every other man in that squadron was dead. He was flown to Pearl Harbor, interviewed by admirals, and put on the cover of Life magazine. He spent the rest of the war training new pilots.
He lived until 1994. When he died, his ashes were scattered from an aircraft over the spot in the Pacific where his squadron fell. He wanted to be with them. Joseph Rochefort, the codebreaker in the basement, was denied the Distinguished Service Medal that Nimitz recommended for him.
Officers in Washington who had insisted that “AF” was not Midway were embarrassed at being wrong and made sure Rochefort was quietly removed from codebreaking work, given command of a floating dry dock in San Francisco. He was not honored for his role in Midway until 1985, nine years after his death. The four ships that led the attack on Pearl Harbor, that sailed in the morning formation on December 7, 1941, and launched their aircraft on June 4, 1942, are all in the same ocean now, three miles down, in the cold and dark where the sun never reaches and where pressure crushes any submarine. They have been there since the morning of June 4, the morning that began with a faulty catapult and a 30-minute delay, that depended on a codebreaker’s message in a basement, on a repair job that took three days instead of 90, on an American submarine that annoyed a Japanese destroyer for two hours, on a lost dive-bomber commander who followed a wake in the ocean, on two radio broadcasts that interfered with each other at exactly the wrong moment.
A morning that ended in six minutes of bombs falling on weapons that were never supposed to be there. Three thousand men are still on those ships. They have been there for 84 years.
The Pacific is quiet above them.