9

The Eve of Battle

On the same day that Fletcher and Fitch effected their rendezvous in the Coral Sea, a score of Japanese admirals lined up in their barges alongside the massive hull of the Combined Fleet flagship Yamato in Hashirajima Harbor near Hiroshima. They came aboard one by one, glittering in their dress uniforms, each of them trailed by a gaggle of earnest young staff officers. They saluted the quarterdeck smartly and made their way forward to the mess area, which had been cleared of all furniture, and where the crew had assembled a huge square wooden table. Around the perimeter of that table were all the senior officers who would execute Operation MI. There were so many admirals that little room remained for “mere captains,” who, during the lunch breaks, had to eat standing up on the open deck. Yamamoto’s chief of staff, Rear Admiral Ugaki Matome was the host, responsible for ensuring that all went smoothly during the “table maneuvers” that would take place over the next four days.¹

The purpose of such war games was to fine-tune operational plans by exposing any weaknesses, so that the planners and operators could make whatever adjustments were necessary. A senior Japanese officer was assigned to command the enemy force (the “Red Force”), while another commanded the Japanese (“Blue”) Force.* Tokens representing ships and fleets were moved across the huge table with long poles similar to those employed by a croupier at a Las Vegas roulette or craps table. When the forces came into contact, a roll of the dice determined battle damage, giving the exercise the element of chance. On board Yamato, however, the players and observers seemed disinclined to expose any defects of the plan. Most were veterans of the astonishingly successful campaigns of the first six months of war, and their attitude was, as one put it, “This is a necessary drill, but don’t worry, we’ll take care of anything that comes along.” Nagumo Chūichi, who would command the force that would execute it, should have been asking the toughest questions. Instead, aware that he was not in favor at Combined Fleet headquarters, he remained mostly mute throughout the exercises. Rather than try to expose flaws in the plan, most of the participants seemed determined to demonstrate that the plan had no flaws at all.²

No one was guiltier of this than Ugaki himself, who was not only the official host, but the chief judge. At least twice during the games, Ugaki intervened to change the outcome. On one occasion, the Japanese officer commanding the Red (American) Force sent his carriers to sea ahead of the predicted moment and positioned them on the flank of the approaching Kidō Butai. Ugaki ruled that such a move by the Americans was so improbable that it could not be allowed. The Red Force commander protested, according to one witness, with “tears in his eyes.” He was less concerned about not being allowed to employ this gambit during the war games than he was about the planners ignoring “the chance of American task forces appearing in the seas near Midway.” Like nearly every other senior Japanese naval officer—the Red Force commander notwithstanding—Ugaki simply did not believe that the Americans had the kind of fighting spirit necessary to attempt such a bold maneuver. This was especially curious in light of the fact that the entire Japanese plan was premised on the assumption that when the Americans learned of the Japanese threat to Midway, they would sortie with their carriers to try to stop it. No one seemed to notice that these assumptions were contradictory. The official “Estimate of the Situation” decreed: “Although the enemy lacks the will to fight, it is likely that he will counterattack if our occupation operations progress satisfactorily.” No one offered an explanation as to why an enemy who lacked the “will to fight” would “counterattack” during a successful Japanese operation.³

An even more egregious example of this kind of wishful thinking—or denial—was evidenced later when the same Red Force commander launched an air attack on the Kidō Butai. The table judge rolled the dice to see what damage had been inflicted. The result was dismaying: the dice decreed that the Americans had scored nine hits and sunk both the Kaga and the flagship Akagi, Once again Ugaki intervened. Such an outcome was impossible, he declared. He ruled that the Red Force had scored only three hits, and that the Akagi had not been sunk—merely damaged. The Kaga was taken off the gaming table, though Ugaki later allowed it to be returned in order to participate in the invasion and occupation of Fiji and New Caledonia.⁴

After two days of war gaming, the brass on board the Yamato learned that while they were thus engaged, the Americans—the real Americans, not the Red Fleet at the gaming table—had conducted a carrier attack on Tulagi in the Solomon Islands. This, of course, was Fletcher’s raid on May 4. If nothing else, it proved that the Americans had at least one carrier in the Coral Sea, some 3,500 miles from Pearl Harbor, where, it was assumed, the American carriers would be passively waiting. The news did not interrupt the games, however, or in any way alter Japanese assumptions, nor did the fact that several of the Japanese units scheduled to take part in Operation MI were not in a condition to do so. These were mere distractions to a high command determined to remain on schedule. That night, Ugaki wrote in his diary, “Although some forces haven’t enough time to make ready, we have decided to carry it out as originally planned.”⁵

Toward the end of the games, Yamamoto himself interjected a question that implied that he, at least, was willing to consider that it was possible not everything would go exactly according to plan. What would happen, he asked, if American carriers suddenly showed up in an unexpected place while the Kidō Butai was engaged in operations against Midway? Here was an opportunity for a genuine discussion about contingency planning. Instead, Genda Minoru, the resident strategic genius, replied with a boast: “Gaishu Isshoku” Literally this means “One touch of the armored gauntlet”; idiomatically, it connotes an easy victory. Perhaps unwilling to dampen the mood of confidence and high morale, Yamamoto did not openly chastise Genda for his dismissive attitude. But the question continued to bother him. Two years earlier, before the war, he had told a group of schoolchildren, “It is a mistake to regard the Americans as luxury-loving and weak. I can tell you Americans are full of the spirit of justice, fight, and adventure.” He did not say anything of the sort now. Nonetheless, he ordered Nagumo to keep half of his bombers and torpedo planes armed and ready at all times.⁶

In general, the table exercises for Operation MI held on board Yamato from May 1 to May 5 were all but useless. The most knowledgeable scholars of the Japanese side of the action at Midway describe it as “four days of scripted silliness.”⁷

The day after the games ended, Combined Fleet issued the official orders for the invasion of Midway. The timing implied that the table maneuvers had exposed no weaknesses and demonstrated the certain success of the operation. That same day, the ships of Japanese Battleship Divisions 1 and 2 engaged in a routine training mission off the coast. At the seventh salvo from the Hyūga, the flagship of BatDiv 2, the breechblock on the left gun in turret number 5 blew off, killing every man in the gun crew. The canopy of the turret flew high into the air and landed on the port side, killing a half dozen sailors. Flames ignited more charges and penetrated to the shell magazine. But for the quick flooding of the magazine, the entire ship might have exploded. It was not a happy augury for the forthcoming operation.⁸

News of the Battle of the Coral Sea arrived at Hashirajima almost as soon as the table maneuvers ended. Inoue reported that Hara’s pilots had inflicted severe damage to a “Saratoga type” carrier and “another of the Yorktown type,” both of which, he reported, were very likely destroyed—very likely, but not definitely. The news triggered official celebrations throughout Japan. Yamamoto and those in his immediate circle joined in the celebrations, though privately they were disappointed and angered that Inoue had not followed up on his victory. Instead of pursuing the defeated enemy, he had called off the invasion of Port Moresby and sent Hara’s carriers northward. As a result, the fate of the two American carriers was not known for sure. “Their sinking was not confirmed,” Ugaki confided to his diary, “but is considered certain.” If true, it would mean that the American carrier force in the Pacific had just been reduced by half, achieving 50 percent of the objective for which the Midway plan had been crafted.⁹

Gratifying as this news was, Yamamoto was disgusted that Inoue had apparently been intimidated by the sinking of the Shōhō and the damage to the Shōkaku. Inoue also continued to worry—unnecessarily in Yamamoto’s view—about those Allied air bases in Australia. Yamamoto’s eager young staff officers were equally outraged by Inoue’s timidity. They recalled Inoue’s apostasy concerning the importance of aircraft carriers, and suspected him of lacking a true warrior’s instinct. Partly in response to pressure from them, Yamamoto authorized Ugaki to send a message to Inoue’s chief of staff, demanding to know “the reason for issuing such an order [to retire] when further advance and attack were needed.” This revealed, yet again, the ability of junior officers to intimidate their seniors into bellicose behavior. Yamamoto remained unsure just how many U.S. carriers—if any—had been sunk, and how many were left. “God only knows what is true,” Ugaki wrote in his diary. “I regret that I don’t know myself.”¹⁰

A week later, on May 17, the Shōkaku limped into port at Kure. She could not moor at her regular buoy because of the battle damage that was still visible on her deck, and simply dropped anchor among the fleet. Yamamoto went on board the same day and conducted an inspection of the damage. It was worse than he thought, and this may have muted his anger at Inoue for not pursuing the enemy more aggressively. He thought the Shōkaku “was very lucky to have gotten off lightly with such damage,” and fairly quickly concluded that she could not be repaired in time to take part in Operation MI.¹¹

Much more consequential was the assessment that the Zuikaku, too, would have to be withheld from the coming operation. Though entirely undamaged, she had lost so many of her planes and pilots that she was deemed not battleworthy. The historians Jonathan Parshall and Anthony Tully have conducted a careful analysis of the number of airplanes that were available to the Zuikaku. She came into port at Kure with all of the planes—from both carriers—that had survived the battle. Relatively few were fully operational attack planes—merely nine bombers and six torpedo planes—through there were twenty-four Zero fighters. In addition, however, there were eight bombers, four torpedo planes, and one more fighter that were only lightly damaged and could have been repaired in time to take part in Operation MI. That would have given the Zuikaku a total of fifty-six airplanes, which was only seven short of her normal complement.

An alternative would have been to assign air squadrons from other carriers to the Zuikaku, though that violated not only Japanese doctrine but also their sense of propriety. It would be like sending eight baseball players out on the field, dressed in mismatched uniforms. Parshall and Tully conclude that “Zuikaku could have been made available if her presence had been considered vital.” But it was not, and that reflected Japanese overconfidence as well as their assumption that the Americans had lost two carriers in the Coral Sea, so that as a result the superiority of the Kidō Butai over the Americans had actually been increased even without CarDiv5.¹²

There was another consequence of the Battle of the Coral Sea that should have given the Japanese, and Yamamoto in particular, pause. Although the Americans had failed to sink either of the big Japanese carriers, their dive-bomber pilots had put three 1,000-pound bombs onto the flight deck of the Shōkaku—the newest and fastest of Japan’s carriers. This alone should have diminished the smugness within the Combined Fleet staff that the Kidō Butai was so vastly superior to its opponent that the outcome of a confrontation was a foregone conclusion—that all it would take to eliminate the American carriers was “one touch of the armored gauntlet.”¹³

In Hawaii, Rochefort’s operatives in Hypo had followed events in the Coral Sea with intense interest, but they continued to monitor other radio traffic as well. On May 7 (the day American pilots sank the Shōhō), they intercepted a message that revealed Japanese plans to hold an “aviation conference” in which all four carriers of CarDiv 1 and 2 would participate. The next day (the day the Lexington went down), another message associated those four carriers with two battleships of BatDiv 3 and the cruisers of CruDiv 8. On May 10, Layton briefed Nimitz that “forces in Jap waters involving 1 or 2 CarDivs, a BatDiv, and Light Forces are preparing for operations” that were likely to begin on or about the end of May.¹⁴

Rochefort was convinced that the target of this new offensive was Midway. The formation of a new enemy fleet, the dramatic increase in radio traffic, and the buildup of forces in Saipan all pointed to an offensive in the central Pacific. The clincher was the frequent use of the geographic designator “AF” in the message traffic. Anyone at all involved in traffic analysis knew that in the Japanese two-letter geographical designator system, “A” stood for an American possession (Hawaii, for example, was “AH”). Moreover, it was clear that “AF” had an airfield and that it was near Hawaii. In March, a Japanese seaplane reporting weather conditions near Midway had reported back to its base that it was passing AF. To Rochefort there was no other possible conclusion: AF meant Midway. In May, a circulated list of “known area designators” included AF as Midway. Rochefort’s number two man, Lieutenant Thomas H. Dyer, recalled that “there was little doubt in the minds of FRUPAC [HYPO] that AF was Midway.”¹⁵

In Washington, however, doubts remained that Midway could be the target. Redman in OP-20-G continued to suspect Rochefort’s analysis; he worried that the Japanese might be preparing another attack on Port Moresby, or, even more worrisome, an assault on New Caledonia or Fiji. Long-range Japanese plans did indeed include an attack on Fiji and New Caledonia, but only after the capture of Midway. Rochefort found Redmond’s suggestions wrongheaded and annoying. Even a quarter of century later, the memory of it still angered him. “There was no other line of reason,” he insisted in a 1969 interview, “just none at all.” He knew that Redman had little expertise in code breaking and attributed his skepticism to the not-invented-here syndrome. In an obvious reference to Redman, Rochefort recalled, “We were quite impatient that people could not accept our reasoning.”¹⁶

On May 15, Layton’s morning brief to Nimitz concluded that “there can no longer be any doubt that the enemy is preparing for an offensive against U.S. Territory. It is known that an attempt will be made to occupy MIDWAY and points in the ALEUTIANS.” That same afternoon, however, Nimitz received a message from King in which the CominCh and CNO declared it was “probable” that the next enemy thrust would be aimed at “Northeast Australia, or New Caledonia and Fiji,” and in which King suggested that the apparent interest in Midway was intended “to divert our forces away from SoPac.” He even suggested that the planes and air crews from the lost Lexington and the crippled Yorktown should be sent to airfields in Australia and Hawaii as a defensive force.¹⁷

Nimitz found King’s advice less than helpful. A week before, perhaps in response to Nimitz’s transfer of air units to Midway, King had sent him a note reminding him that theater commanders were not authorized to “permanently transfer units” within their command area “without authority from War or Navy Department.” At the bottom of that message, Nimitz had scrawled: “In spite of unity of command.” It was as close as he came to open rebellion. Now, in response to King’s latest suggestion that Midway might be a mere diversion, Nimitz was tactful. “There may well be three separate and possibly simultaneous enemy offensives,” he wrote back, but they included “a major landing attack against Midway for which it is believed the enemy’s main striking force will be employed.” Since he lacked sufficient strength to oppose all three operations at once, Nimitz thought it logical to deploy the available American carrier assets to defend the most important of them—at Midway. Moreover, he preferred to keep the Yorktown operational and use the orphaned squadrons from the Lexington and Saratoga to fill out her complement of planes and pilots. Nimitz was willing to push back against King because he was confident that Rochefort and Layton knew what they were talking about. The Running Summary at CinCPac headquarters for May 16 read, in part, “Unless the enemy is using radio deception on a grand scale, we have a fairly good idea of his intentions.”¹⁸

King capitulated, writing Nimitz, “I generally agree with you.” Even now, however, he urged Nimitz to keep an eye on New Caledonia and Fiji and to be prepared to shift forces there if necessary. Though Nimitz did not expect it would be necessary, he promised that he would do so. “Will watch situation carefully,” he pledged, “and return Halsey to Southwest if imminent concentration is indicated.” He ordered Halsey to return at once to Pearl Harbor and to avoid being sighted by the enemy as he did so—his sense of urgency reflected in a follow-up message to Halsey to “expedite” his return. As King had anticipated, the removal of U.S. carriers from the southwest Pacific had implications for the Anglo-American alliance. When an alarmed British first sea lord queried King about why the carriers were being withdrawn, King risked a security breach by telling him that the “imminence of enemy attacks on Midway and Alaska” made it necessary.¹⁹

King had come around to the belief that Midway was the enemy target. Nonetheless, given the size and strength of the Japanese offensive, he advised Nimitz to be responsibly cautious in responding to it. “Our appropriate strategy,” he wrote to Nimitz, “is to … employ strong attrition tactics, and not repeat not allow our forces to accept such decisive action as would be likely to incur heavy losses in our carriers and Cruisers.” He even proposed sending the Yorktown back to Bremerton for repairs “in order to avoid exposure to attack.”²⁰

But “decisive action” was exactly what Nimitz had in mind. He expected Halsey to reach Pearl on about May 25; the Yorktown was to arrive three days later. If Yorktown could be patched up in less than four days, he planned to send her out again, to join Halsey’s two carriers in a battle with the Kidō Butai. He had been willing to pit two American carriers against three or four enemy carriers in the Coral Sea. Now he was willing to send out two or three American carriers against four Japanese flattops. For all his cool manner and calm demeanor, Nimitz was eager to confront the Japanese. Unlike Yamamoto, he was no gambler, nor did he ignore inconvenient facts. His was the calculating mind of a man who reviewed all the available information, weighed the odds carefully, and planned accordingly.²¹

As he saw it, three American carriers, plus the airstrip on Midway Island, gave him four airplane platforms—the same as the Japanese; and if the airfield on Eastern Island at Midway could not maneuver, neither could it be sunk. Indeed, Nimitz greatly increased the number of planes on Midway. By the end of the month, it would house well over one hundred planes—patrol planes, scout bombers, torpedo planes, Marine fighters, and twenty-three U.S. Army bombers, including nineteen B-17 Flying Fortresses—more planes than on any carrier. To be sure, many of them were not frontline combat units, and few of their pilots had been trained in antiship tactics. Nonetheless, at the very least Midway seemed able to defend itself and would likely contribute to the attack on the Japanese carriers.²²

Finally, and decisively, the Americans knew what was coming, where it was coming from, and more or less when it was coming. Nimitz believed he held a strong hand. He expected to win.

Though King now accepted that Midway was the object of the Japanese movement, Nimitz still encountered resistance from Washington, and in particular from Redman in OP-20-G and Richmond Kelly Turner, the head of the War Plans Division, both of whom continued to worry that the real Japanese target might be New Caledonia or Fiji. Rochefort was annoyed by this, and was tempted to tell them so. Instead, he sought to find a way to convince the skeptics, telling Jasper Holmes that they needed to do something that would “prove to the world that AF is Midway.” Holmes, whose background was in engineering, immediately thought of the large salt-water evaporators that supplied fresh drinking water to the Midway garrison. This led to a gambit that has subsequently become famous in the lore surrounding the Battle of Midway. On May 19, Rochefort asked that a message be delivered to Midway by submarine cable, ordering them to send a radio message to Pearl Harbor—in the clear—stating that their salt-water evaporator had broken down and that they were running short of fresh water. Sure enough, two days after this bogus report hit the airwaves, an intercepted Japanese message reported that “AF” was short of drinking water.* Rochefort did not wave this evidence in the face of the skeptics. In fact, he did not even report the message when it came in, allowing the stations in Melbourne and Washington to discover and report it on their own.²³

Nimitz scheduled a staff meeting for the morning of May 25 to make final plans. Halsey’s Task Force 16 was due in that day, and Nimitz needed to be sure that everyone understood the timetable for the turnaround and redeployment. Nimitz invited Army General Delos C. Emmons, commander of the Hawaiian Department, and General Robert C. Richardson, a personal friend of General George C. Marshall, who represented the War Department. Nimitz wanted them to hear the latest intelligence report from Rochefort himself. It was the first time Rochefort had been invited to brief the high brass personally. The admiral and generals assembled at the appointed hour, but Rochefort was not there.

Rochefort was late because he and his team were cobbling together information from a dozen messages, all of them dated May 20, that collectively provided a much clearer view of the Japanese plan.* Though these messages had been intercepted four days earlier, they had been consigned to what was colloquially called the “crap traffic” bin because they were badly garbled and therefore less likely to reveal any useful intelligence. Layton noted in his private journal that Hypo analysts were “unable to do much with” the messages “due [to the] necessity [of] keeping up with current traffic,” which was exceptionally high, and that “only [a] garbled copy [was] available.” Nevertheless, as the cryptanalysts began to strip away the secondary cipher groups on one of those messages, the five number code for “attack” appeared in close association with the geographical designator “AF.” This provoked a burst of excitement, and both Hypo and Belconnen got to work on it in earnest. As it happened, the Melbourne version and the Hypo version were garbled in different places, which meant that with both versions in hand, more of the message could be recovered.²⁴

Moreover, this message was accompanied by others. One noted the departure of two battleships and a cruiser division from Kure; another referred to a “main body” and a screen; a third referred to a rendezvous of this force with “the Striking Force” of CarDivs 1 and 2. One contained a reference to “AF and AO occupation forces.” The cryptanalysts at both Hypo and Belconnen worked furiously to break as many of these messages as they could, and the two units traded insights and information. Piece by piece, what emerged was, in Layton’s words, “a detailed report of Japanese forces to be used at Midway.” The time for Rochefort’s meeting with Nimitz came and went, but Rochefort was determined to take this new key intelligence with him. When he showed up at Nimitz’s headquarters a half hour late, he apologized and handed Nimitz a sheaf of papers, saying he hoped “this would explain everything.”²⁵

It did. The new decrypts not only confirmed that Midway was the target, they offered important details about the Japanese plan of attack. They did not reveal the complete order of battle—the Americans still did not know that Yamamoto himself planned to be at sea with the Yamato, for example—but there was enough about the Kidō Butai that Rochefort could tell Nimitz with some confidence that the enemy would have four carriers, and that those carriers would approach Midway from the northwest. Rochefort himself declared later that the intercepts contained “the strength of the attack and the composition of the attack forces,” and even “such things as where the Japanese carriers would be when they launched their planes,” though that last claim was slightly in error; all the messages revealed for sure was that the carriers would approach Midway from the northwest. Despite subsequent mythology about this intelligence breakthrough, it was not quite like having a copy of the enemy’s plans. Still, the information was detailed enough that some wondered if it might be a trick. Rochefort was convinced that it was genuine and stood his ground before probing questions from the flag and general officers. “I could not understand why there should be any doubt,” he later insisted.²⁶

To all outward appearances, Nimitz remained impassive. When, years later, Rochefort was asked to describe the admiral’s reaction, all he could recall were those cool blue eyes looking at him. Nimitz did ask Rochefort whether he was certain about the number of enemy carriers. If the Kidō Butai consisted of all six carriers of the original Pearl Harbor strike force, the American carriers would be outnumbered two to one (or if the Yorktown could not be patched up in time, three to one). Rochefort predicted confidently that there would be only four enemy carriers. All of the message traffic referred only to Carrier Divisions 1 and 2, not to Carrier Division 5. Moreover, Rochefort knew that the Shōkaku had arrived in Japanese home waters some days before and an intercepted message sent on May 22 appeared to be the “arrival” message of the Zuikaku.

One missing piece of essential information was the date. To find it, Lieutenant Commanders Wesley Wright and Joe Finnegan stayed up all night in the Dungeon, trying to crack the various layers of encipherment in the messages. At 5:30 the next morning (May 26), Wright reported to Rochefort that the evidence suggested that the attack would begin at dawn on June 4 Tokyo time, June 3 Hawaii time. At the time they made that analysis they were correct, though that very afternoon the Japanese high command postponed the attack date from June 3 to June 4.²⁷

Later that day, Nimitz asked his staff to outline the strengths and weaknesses of both sides in the forthcoming collision. The Japanese advantages were obvious: they would have more carriers and the gunfire support of two battleships; their fighters were superior; and their attack airplanes had a longer range. On the other hand, they were operating at a daunting distance from their base, and even moderate damage to their carriers might therefore prove fatal. The American advantage was their knowledge of Japanese plans. The wild cards were whether or not the Yorktown would be available, and the “uncertain” value of the Army bombers on Midway. Nimitz concluded that “we cannot afford to slug it out with the probably superior approaching Japanese forces” As King had suggested, the best approach would be to “reduce his forces by attrition.” To do that would require what Nimitz called “the principle of calculated risk.” As he had said in response to an earlier event, “Timidness won’t win this war, neither will foolish recklessness.” Much would depend, therefore, on the ability of the officer in tactical command, Vice Admiral William F. Halsey, to know the difference.²⁸

As Nimitz soon learned, however, there was one more wild card in the deck.

Halsey’s two big carriers entered Pearl Harbor that afternoon (May 26). On board the flagship Enterprise, a haggard-looking Halsey prepared to go ashore. For weeks he had been suffering from a severe form of dermatitis that was aggravated by exposure to the sun. It was so painful that he could not leave his cabin in the daytime. In consequence Halsey had not slept in days, and he had lost more than twenty pounds. His ravaged skin hung on his frame like an old coat, and the ship’s doctor told him in no uncertain terms that he had to go to the hospital. Despite that, he was determined to call on Nimitz first. When he showed up at CinCPac headquarters, Nimitz was horrified by his appearance and ordered him at once to report to the hospital. Before he went, however, Nimitz asked him who should assume command of Task Force 16 in his absence. Halsey had anticipated the question and had an answer ready: Raymond Spruance.²⁹

Fifty-five-year-old Rear Admiral Raymond A. Spruance (he would turn 56 on July 3) was a 1907 Academy graduate* who had served in cruisers and destroyers for his entire career, and currently commanded the cruiser escort of Task Force 16. At 5 feet 9 1/2 inches and 140 pounds, he had a slender, almost skeletal frame and a thin face. He was calm in his demeanor and courtly in his manners, reminding one interviewer of “a soft-spoken university professor.” His chief of staff noted later, “There were some who thought he had no sense of humor. He actually had a very keen one, but it was recognized only by those who knew him well and could spot a slight twinkle of the eye.” Spruance and Halsey were close friends. It was a curious friendship; Halsey was outgoing and affable, colorful, and emotional, while Spruance was cool, reserved, and disciplined. Halsey tended to shoot from the hip, and Spruance was “serene and methodical.” As the historian John Lundstrom aptly puts it, Halsey and Spruance were “fire and ice.” Yet in spite of those differences, or perhaps because of them, they had been close for years. They had seen duty together, and their families were also close. In some ways they complemented each other: Halsey admired Spruance’s ascetic intellectualism, and Spruance admired Halsey’s cheerful bonhomie. One great advantage in making Spruance the stand-in commander, was that he was already familiar with the personnel in Task Force 16.³⁰

 Rear Admiral Raymond A. Spruance commanded the cruiser escorts of Halsey’s Task Force 16. Just days before the Battle of Midway, he was charged with overall command of Task Force 16, including its two carriers. (U.S. Naval Institute)

The problem was that Spruance was a black shoe. Unlike Halsey, he had never earned his gold wings—or even the silver wings of a “naval observer.” Like Frank Jack Fletcher, he was a dedicated surface-warfare officer. Moreover, he was junior to Fletcher, which meant that Fletcher would be the officer in tactical command of the combined carrier group—assuming that the Yorktown could participate at all. Spruance’s selection to command Task Force 16 meant that the fate of America’s crippled and dwindling carrier force would be in the hands of two black-shoe admirals. Although Nimitz did not know Spruance personally, he admired his record and had already formally requested Spruance as his new chief of staff. Moreover, Spruance’s partnership with Halsey in all the operations of Task Force 16 since the raid on the Marshalls had prepared him to move into the command position. For his part, Halsey was so sure of his recommendation that he had prepared a letter, which he now handed to Nimitz. In it, Halsey praised his subordinate’s “outstanding ability” as well as his “excellent judgment and quiet courage.” He concluded: “I consider him fully and superbly qualified to take command of a force comprising mixed types [of ships] and to conduct protracted independent operations in the combat theater in war time.”³¹

Nimitz approved Halsey’s proposal on the spot. Halsey turned to his flag lieutenant, William H. Ashford. “Go back to the Enterprise and tell Ray Spruance he’s to take the task force out, using my staff. Tell him to shift his flag to the Enterprise.” Then Halsey went resignedly to the base hospital to begin what would stretch into two months of sick leave.³²

The next afternoon (May 27) the Yorktown, still trailing a ten-mile-long oil slick, appeared off the entrance to Pearl Harbor, one day ahead of schedule. At dawn the next morning, she crept cautiously into Drydock Number One, where special blocks had been set up to receive her. Ordinarily, safety concerns would have required her to spend a day purging her stored aviation fuel, but Nimitz was in a hurry; he issued a special order voiding the rule. When the massive gates of the drydock were closed and the water pumped out, the giant Yorktown settled onto the blocks, and gradually her damaged hull was exposed.³³

Among those who inspected it was Nimitz. Wearing big hip boots over his khaki slacks, he sloshed through the foot or more of water in the bottom of the not-quite-dry drydock as he looked over the damage. Fletcher had radioed ahead that while the Yorktownhad lost her radar and refrigeration system, her main power plant was still operating, the airplane elevators were working, and the bomb hole in the flight deck had been patched. The real concern was the Yorktown’s hull. The several near misses in the Coral Sea had opened seams in the skin of her hull from frames 100 to 130 and ruptured the fuel-oil compartments, which were still leaking. Jake Fitch had estimated that it would take ninety days in a shipyard to repair the hull. Nimitz didn’t have ninety days. Even before the Yorktown arrived, he had sent the yard superintendent and a team of specialists out to her to make a preliminary study. They radioed back that she might be patched up in time, but that it would take a supreme effort. Now, as he looked over the ship, Nimitz turned to the members of the inspection party. “We must have this back in three days.” There was an awkward moment of silence, and a few men exchanged glances, but there was only one possible response: “Yes, sir.”³⁴

 The USS Yorktown (CV-5) undergoing repairs in the massive drydock at Pearl Harbor on May 28, 1942. Though some thought those repairs would require three months or more, Nimitz insisted that she be patched up in three days. (U.S. Naval Institute)

Nimitz authorized shore liberty for the Yorktown’s crew, partly as a reward for their long cruise and partly to get them out of the way of the yard workers. Soon, some fourteen hundred fabricators, shipfitters, and welders were swarming over the big carrier. They went to work with a purpose and intensity that suggested every minute counted, which it did. Whereas Yamamoto assumed that the loss of the Shōkaku and Zuikaku only narrowed the Kidō Butai’s margin of superiority, Nimitz knew that if the Americans were to have any chance against the oncoming juggernaut, they would need all three of their carriers.

The work continued around the clock. Though Honolulu was still blacked out for fear of enemy air raids, the dockyard at Pearl Harbor was lit up by giant floodlights and acetylene torches that burned through the night. The demand for electricity became so great that some districts in Honolulu endured power outages so that the yard could get all the power it needed. Pushed to make quick fixes rather than permanent repairs, the men did not bother with blueprints or plans. They cut plywood templates on board to match the gaping holes, sent the templates ashore to be duplicated in steel, then welded or bolted the patches into place. Deep inside the ship, work parties shored up sagging bulkheads instead of replacing them. ³⁵

When Fletcher met with Nimitz in his Pearl Harbor headquarters, he thought the normally placid Nimitz seemed uncharacteristically tense. Nimitz asked how he felt, and Fletcher acknowledged that he was “pretty tired.” After all, he had just completed a 101-day deployment, fought a major battle, and ridden the crippled Yorktown back across 3,500 miles of ocean. Fletcher thought he and the crew of the Yorktown had earned a respite; he had even stopped for a quick drink en route to Nimitz’s headquarters. Nimitz agreed that Fletcher and his crew would ordinarily be entitled to a long refit on the West Coast. But these were not ordinary times. “We have to fix you up right away and send you out to Midway.” He explained what he knew of the Japanese plan. The Yorktown’s air group, depleted by the Battle of the Coral Sea, would be brought up to full strength with squadrons from the Saratoga.* The Yorktown would be repaired and refloated by the next day (May 29) and go to sea again the day after that.³⁶

There was more, of course. Nimitz revealed that Halsey would be unable to participate in the forthcoming engagement because of his skin condition, and that Spruance would take over Task Force 16. Then, to Fletcher’s growing perplexity, Nimitz began to ask him pointed questions about various aspects of his command tenure in Yorktown. The roots of this awkward interrogation reached back to Ernie King’s suspicions about Fletcher’s timidity. King remained disappointed that Fletcher had not attacked the shipping at Rabaul. His disappointment had sharpened into anger when he had read Fletcher’s March 29 message informing Nimitz that he was retiring to Noumea to refuel; King had dashed off an angry and almost insulting blast to Fletcher that his message was “not understood.” Indeed, King seemed ready to write off Fletcher as an operational commander, and a few days after sending that missive he had proposed that Fletcher be moved into a shore billet as the acting commander of the South Pacific. Nor had the Battle of the Coral Sea eased King’s doubts. King acknowledged to his British counterpart that “we had rather the better of it” in the Coral Sea, but after reading the battle reports, he wrote to Nimitz (with a copy to Fletcher) that while he was “not familiar with all the circumstances,” he had “a feeling that destroyers might have been used in the night attacks” on May 7. Now, before Nimitz handed Fletcher the command of all of America’s remaining carriers in what was shaping up to be the decisive battle of the Pacific War, King wanted Nimitz to interrogate Fletcher sharply to determine his suitability for such an important job.³⁷

The conversation was as embarrassing for Nimitz as it was for Fletcher, and the discussion became increasingly stilted. Finally, Fletcher said he would have to consult his log to respond in detail, and Nimitz, probably relieved, said that that was reasonable and they moved on to other topics. That night, after a second meeting that included Ray Spruance, Fletcher stayed up late to compose a typed thirteen-page single-spaced letter that began, “My dear Admiral Nimitz,” in which he explained all his command decisions in detail, especially in the Coral Sea. He had not attacked Rabaul, he wrote, because he did not have timely intelligence about suitable targets and it would have revealed his presence to the enemy. He did not order a destroyer night attack on May 7 because the location of the enemy carriers was uncertain. The airplane seen on the radar scope circling only thirty miles away was very likely a lost friendly. “All things considered,” he wrote, “the best plan seemed to be to keep our force concentrated and prepare for battle with enemy carriers next morning.”³⁸

Nimitz forwarded Fletcher’s letter to King, along with one of his own (“Dear King”), in which he wrote that he had “finally had an opportunity to discuss with Fletcher … his operations in the Coral Sea area, and to clear up what appeared to be lack of aggressive tactics of his force.” As far as Nimitz was concerned, “these matters have been cleared up to my entire satisfaction, and I hope, to yours.” Fletcher, Nimitz wrote, “is an excellent, seagoing, fighting naval officer and I wish to retain him as task force commander.” Fletcher had passed the test, though if King had been grading it instead of Nimitz, the outcome might have been different.³⁹

Nimitz ended his letter by quoting King’s own words back to him. In the days before Pearl Harbor, when King had commanded the Atlantic Fleet, he had frequently reminded his subordinates that despite shortages, “we will do the best we can with what we have.” King had used it so frequently that it had become the semiofficial slogan of the Atlantic Fleet. Now Nimitz used that phrase to close his letter of May 29: “We are actively preparing to greet our expected visitors with the kind of reception they deserve,” he wrote, “and we will do the best we can with what we have” In this context, though, it had a double meaning. It meant not only that they would make do with the ships and equipment they had—Halsey’s two carriers (though without Halsey), and a patched-up Yorktown carrying planes and pilots from the Saratoga—it also clearly meant that they would make do with the commander that was available.⁴⁰

Nimitz gave Fletcher his orders later that same day. Though Fletcher would command the entire American carrier force, Nimitz wanted him to keep the Yorktown group separate from Task Force 16. Spruance’s two carriers were to launch the first strike while Fletcher held the Yorktowns air group back as a reserve until all of the Japanese carriers had been definitely located. Nimitz also reiterated “the principle of calculated risk,” and, using King’s language, he cautioned Fletcher not to “accept such decisive action as would be likely to incur heavy losses in our carriers and cruisers.” If defeat seemed likely, he was to break off the engagement and retire. After all, as Commander Miyo had repeatedly but fruitlessly pointed out at the conference in Tokyo at which Watanabe had pitched Yamamoto’s original plan, Midway was too far from Tokyo to make its occupation by Japan sustainable. Even if the Japanese took it now, the Americans could always get it back later.⁴¹

Early the next morning (May 29), Drydock Number One was reflooded, the Yorktown floated off her blocks, and the gates were opened. The big flattop backed gingerly out into the main harbor and over to a loading dock, where she began to take on board the fuel, ammunition, and provisions she would need over the next several days. By then, Spruance was already at sea. Elements of Task Force 16 had begun to leave Pearl Harbor on the morning of May 28. The destroyers had gone out first and set up a screen. Then the cruisers followed, one at a time, at five-minute intervals. Finally, the two carriers departed. They were naked of airplanes—the planes and their crews were still at Kaneohe Air Station and Ewa Field and would fly out to the carriers only after the task force was well out to sea.⁴²

As the work on the Yorktown progressed, an ensign named Jack Crawford, only six months out of the Naval Academy and fresh from radar school at MIT, reported his arrival in Pearl Harbor. He had orders to report to the Yorktown for duty and was eager to get aboard his first ship. The personnel officer at Pearl told him that there was no rush, since the Yorktown was likely to be in drydock for several months, but the young ensign was in a hurry. Told he would need the signature of the chief of staff to effect the transfer, Crawford went to the captain’s house and knocked on his door. The Filipino steward who answered told him that the captain was watching a movie. With the impatience of youth, Ensign Crawford told him to get the captain out of the movie; he needed a signature. The obviously irritated captain signed the orders, but he warned Crawford that his attitude did not bode well for his future career. “Son,” he told him, “you’re headed for trouble.” He was more right than either of them knew. Crawford went aboard the Yorktown at ten o’clock that night.⁴³

The next day, Nimitz came aboard and talked to Fletcher and Buckmaster. He had no more instructions; he merely wished them “good luck and good hunting.” Soon afterward, the Yorktown was under way. Once in open water she joined the ships of her escort for the cruise northward to a rendezvous with Spruance’s Task Force 16 at a predetermined point 1,400 miles north of Oahu and 325 miles north of Midway that had optimistically been designated as “Point Luck.” There, the American carriers would be on the flank of the Kidō Butai as it approached. Ironically, it was very near the spot where the Japanese commander of the Red Team during the shipboard War Games at Hashirajima had put them, and where Rear Admiral Ugaki Matome had insisted they could never be.⁴⁴

* It is interesting that for war-gaming purposes, both the Americans and the Japanese made their own forces “Blue” and the enemy “Red,” though in a bow to the defunct Plan Orange, Americans most often referred to the Japanese as “Orange.”

* An interesting postscript to this gambit is that the message did affect Japanese logistical planning for the invasion of Midway. One of the marus (transport ships) in the invasion force was assigned to carry two new salt-water evaporators to replace the “broken” one on Midway after occupation.

* There has been a lot of confusion about the character of these decrypts. In his postwar oral history, Rochefort described it as a single op order in twelve parts, which is often how it is described. However, the list of raw decrypts shows that the information was retrieved from a dozen different messages, all dated May 20, each of which dealt with a different aspect of the plan. No single comprehensive operational order dated May 20 has been found. It is very likely, therefore, that Rochefort, in making his presentation to Nimitz on May 25, simply conflated these several messages into one. For a longer discussion of this, see Appendix E.

* The Naval Academy class of 1907, which was particularly large, was commissioned in three sections to smooth the entrance of so many new officers into the fleet. With his high class standing, Spruance graduated with the first group on September 12, 1906, even though he was a member of the class of 1907.

* The Yorktown retained most of Wally Short’s bombing squadron (VB-5) though it was redesignated as VS-5 in order to make room for Max Leslie’s VB-3 from Saratoga. Yorktown s fighter squadron, originally VF-42 from Ranger, supplied some pilots but was merged into VF-3 under Jimmy Thach; the squadron was also assigned the newer Dash 4 Wildcats. The torpedo squadron (VT-3 under Lem Massey) also expected replacement planes, hoping to get the newer and faster Grumman Avengers, though the strictness of the timetable meant that the pilots of VT-3 flew out to the Yorktown in the older and slower Devastators.