Even before these Japanese plans were made, and long before Admiral Yamamoto sortied eastward, all U.S. military planners recognized the vulnerable position of the Midway Atoll.2 Especially was this position clear in the light of early Japanese successes elsewhere in the Pacific, and none was more keenly aware of the grim situation that the atoll's small garrison force. The 12 PBYs of VP-21 were soon withdrawn, and little help was expected from the crippled fleet. But on 17 December, while the 6th Marine Defense Battalion worked to improve existing defense installations, 17 SB2U-3s (Vindicators) of Marine Scout-Bomber Squadron 231 (VMSB-231) flew in unexpectedly from Hawaii. Led by Major Clarence J. Chappell, Jr., and assisted in over-water navigation by a PBY, the obsolescent craft made the 1,137-mile hop in nine hours and twenty minutes.3 Other reinforcements, including about 100 officers and men of Batteries A and C of the 4th Defense Battalion, left Pearl Harbor on 19 December with the old Navy 7-inch4 and the 3-inch guns which had been shipped to Pearl Harbor for Midway prior to the outset of war.
Chapter 3: Midway Girds for Battle1
This force, on board the USS Wright, arrived on Christmas Eve, and Lieutenant Colonel Harold D. Shannon, who commanded Marine defense forces on the atoll, turned over to Battery A (Captain Custis Burton, Jr.) the mission of installing and manning the 7-inch and 3-inch batteries to be emplaced on Eastern Island. Battery C (First Lieutenant Lewis A. Jones) was assigned the job of setting up its 3-inch battery on Sand Island.5
Next day Midway received another Christmas present: 14 Brewster F2A-3s, the air echelon of Marine Fighter Squadron 221 (VMF-221), flew in from the USS Saratoga which was retiring from the abortive attempt to relieve Wake Island. This squadron immediately began a daily schedule of air search and patrolling. On 26 December the USS Tangier brought in
Battery B of the 4th Defense Battalion (First Lieutenant Frank G. Umstead); additional machine gunners and 12 antiaircraft machine guns from the Special Weapons Group of that same battalion; an aviation contingent of three officers and 110 enlisted Marines constituting the ground echelon of VMF-221; aviation supplies; additional radar; and much-needed base-defense artillery material. Umstead's 5-inch battery, along with the island's other 7-inch battery, were set up south of the radio station on Sand Island. By New Year's Day of 1942 Midway was garrisoned by a strongly-reinforced defense battalion, and one fighter and one scout-bomber squadron.
A major air base took shape on Eastern Island under the direction of Lieutenant Colonel William J. Wallace who on 9 January became commanding officer of the Marine Aviation Detachment. Individual aircraft bunkers and underground personnel shelters were built, emergency fueling expedients devised, radars calibrated, and inexperienced operators trained to use them properly. Colonel Wallace was assisted by Major Walter L.J. Bayler, the Marine aviation officer who had been sent back from Wake with that atoll's last reports.6
The first test of this defense came on 25 January during twilight general quarters when a Japanese submarine surfaced abruptly and opened fire on Sand Island, apparently trying to knock out the radio station. Battery D opened up with its 3-inch guns and forced the enemy craft to crash-dive three minutes after it had surfaced. Sand Island and the adjacent lagoon had receive from 10 to 15 indiscriminate hits, and Captain Buckner's Battery D had expended 24 rounds.
The next action against the atoll came two weeks later, on 8 February, when another submarine appeared less than 1,000 yards south of Sand Island and opened fire on the radio towers. Captain Loren S. Fraser's Battery A opened fire on this boat, and it submerged after Marines had returned two rounds. The enemy had hit a concrete ammunition magazine, but fortunately the small arms ammunition was no detonated. Two days later another submarine--or the same one--surfaced almost directly below two Marine fighter planes flying the sunset antisubmarine patrol. The submarine got off two rounds before First Lieutenant John F. Carey and Second Lieutenant Philip R. White, the fliers, could launch a diving attack. Both rounds from the submarine splashed in the lagoon, and then the boat was driven under water by the air attack just as the batteries of the 6th Defense Battalion were going into action. This was the last time for a number of months that Midway was troubled by enemy submarines.
As the winter wore on, Midway's air arm began to profit from the general expansion of Marine Corps aviation, and the two squadrons and their small provisional headquarters on 1 March became Marine Aircraft Group 22 (MAG-22). On 20 April Lieutenant Colonel Wallace was succeeded in command by Major Ira L. Kimes, and at the same time Major Lofton R. Henderson took command of VMSB-241 (the new designation of former VMSB-231). This was a busy time for MAG-22, which was then converting Eastern Island from a small advanced air base to a major installation capable of handling as many squadrons and aircraft types as could
physically be accommodated and protected there.
On 10 March, during the work and reorganization, the Marine fliers got their first test against enemy aircraft. Radar picked up a Japanese four-engined "Mavis" (Kawanishi 97) approximately 45 miles west of Midway, and 12 fighters under Captain Robert M. Haynes vectored out to intercept. They made contact with the enemy flying boat at 10,000 feet and shot it down.
Although the enemy plane did as well as it could to fight off this attack, this contact was more important as intelligence for Nimitz' staff in Pearl Harbor than as a test for the Marine fliers. Two aircraft of this type had tumbled four bombs into the hills behind Honolulu on the night of 3-4 March, and Nimitz already believed that this portended an offensive toward Hawaii. Now this new sighting near Midway gave added weight to his estimate, and this information went into the CinCPac intelligence "hopper" which shortly thereafter reached the considered opinion that the Japanese attack would strike Midway. By this time the Japanese code had been broken, also.7 Thus were the fragments pieced together into Nimitz' May 1942 decision which caused him to wager nearly every ship he had in an early sortie from Pearl Harbor to the position 300 miles northeast of Midway from which the Japanese could be intercepted.
It was a bold, even though well-calculated, wager. The many ships on South Pacific convoy duty had to be left on their important jobs; Halsey's Enterprise and Hornet had rushed from the Doolittle launching area part way to the Coral Sea and back again to Pearl Harbor where they were placed under a new commander, Rear Admiral Raymond A. Spruance; Fletcher's Yorktown had just limped in from the Coral Sea needing an estimated 90 days of repair work; and all the Fleet's battleships were on the west coast where they could not be used (partly because Nimitz felt he did not have enough air strength to protect them, anyway). But Nimitz was convinced that his intelligence estimate was correct, and that the stand had to be made.
For the engagement Nimitz gave Fletcher, in over-all tactical charge,8 direct command of Task Force 17 which included the Yorktown (rushed into shape in two days rather than 90), two cruisers, and six destroyers. Spruance commanded Task Force 16 which included the Enterprise and Hornet, six cruisers, and nine destroyers. Four oilers and 19 submarines also were assigned to the area, and, in addition, a North Pacific Force was formed of five cruisers and ten destroyers to screen the Aleutians. The Japanese had him outnumbered on all counts, and Nimitz knew that the enemy would be gunning for the three U.S. carriers. But his carriers likewise were his only hope, and the admiral ordered his subordinates to apply the rule of calculated risk when they went in with their air groups to stop the Japanese.
While Nimitz readied this reception committee, the Japanese completed their Midway plans and polished the rough operational edges with carrier training and
rehearsals. By the last week of May, all Japanese fleet elements were underway, and on decks Imperial sailors sunbathed and sang songs--vocal eruptions of what has been described as the "Victory Disease."9
Meanwhile on Midway, the focal point for these vast efforts, Marines got their first inkling of all this attention when Nimitz flew in on 2 May to see their senior officer, Lieutenant Colonel Shannon, and the atoll commander, Commander Cyril T. Simard. The admiral inspected the installations, and then directed Shannon to submit a detailed list of all supplies and equipment he would need to defend the atoll against a strong attack. Nimitz promised that all available items requested would be forwarded immediately, and within less than a week men and material were being embarked in Hawaii to bolster the island's strength.
Three more 3-inch antiaircraft batteries totaling 12 guns, a 37mm antiaircraft battery of eight guns, and a 20mm antiaircraft battery of 18 guns were temporarily detached from the 3d Defense Battalion of Pearl Harbor; and two rifle companies of the 2d Marine Raider Battalion, together with a platoon of five light tanks, also were sent along to Midway. For MAG-22, still flying Brewster fighters and Vought Vindicator dive bombers, there would be 16 SBD-2 dive bombers and seven relatively new Grumman F4F-3 fighters.
Shortly after his return from Midway to Pearl Harbor, Nimitz arranged "spot" promotions to captain and colonel respectively for Simard and Shannon, and described to them in a joint personal letter the steps being taken to reinforce their atoll against the anticipated attack. Japanese D-Day, the admiral predicted would be about 28 May. On the day they received this letter, Simard and Shannon conferred on their final plans for defense, and that evening Colonel Shannon assembled his key subordinates and warned them of the impending enemy attack. Additional defensive measures and priorities of final efforts were outlined, and all recreational activities suspended. May 25 was set as the deadline for completion of the measures ordered.
On the 25th, however, came two welcomed changes for the picture. First, Nimitz passed the word that the Japanese attack was not expected until early June, and, second, the first reinforcements arrived. On this date the USS St. Louis came in with the 37mm antiaircraft battery of the 3d Defense Battalion plus the two companies of raiders. Four of the 37s were emplaced on each island while Raider Company C (Captain Donald H. Hastie) went to Sand Island, and Company D (First Lieutenant John Apergis) to Eastern Island.
Next day the aircraft tender Kittyhawk arrived with the 3d Defense Battalion's 3-inch antiaircraft group commanded by Major Chandler W. Johnson, the light tank platoon for the mobile reserve, and the SBD-2s and the F4F-3s. In the following week additional Army and Navy planes arrived, and by 31 May there were 107 aircraft on the island.10
For the ground forces and key civilian workers who had remained behind to help defend the island, the week was equally busy. Reinforcing weapons were installed, tanks tested in the sand, all defensive concentrations registered in, and the emplacing of an extensive system of obstacles, mines and demolitions completed. Sand Island now was surrounded with two double-apron barbed wire barriers, and all installations on both islands were ringed by protective wire. Antiboat mines of sealed sewer pipe, and obstacles of reinforcing steel lay offshore; the beaches were sown with homemade mines of ammunition boxes filled with dynamite and 20-penny nails; cigar box antitank mines covered likely beach exits; and bottles of Molotov cocktail stood ready at every position. A decoy mockup airplane (a JFU-Japanese fouler-upper) was spotted prominently on the seaplane apron, and all underground fuel storage areas on Sand Island were prepared for emergency destruction by demolition.11
Table of Contents ** Previous Chapter (2) * Next Chapter (4)
 Editor's Note: Material contained in Chapters 3 and 4 is derived mainly from Chapters III and IV of the historical monograph Marines at Midway by Lieutenant Colonel Robert D. Heinl, Jr., published by Headquarters, U.S. Marine Corps, 1948, This has been extensively rewritten and checked against sources subsequently brought to light.
 See Part II for a description of the geography and history of Midway.
 This was then the longest massed flight of single engine landplanes on records, and it had been carried out with no surface rescue craft available. CO MAG-21 serial 1173 to MGC, 19Dec41. The flight took off from Hickam since Ewa's runways were too short for the heavily-laden planes to use with complete safety.
 These 7-inch weapons had been removed from pre-World War I battleships and stored in reserve at naval yards. K.J. Bauer, "Ships of the Navy, 1775-1945", (MS available from the author).
 Interview with LtCol C. Burton, Jr., 26Sep47, hereinafter cited as Burton. The two Eastern Island batteries were located side by side on the south shore of the island, near the western tip, and the San Island battery was set up along the north shore of Sand Island.
 LtCol W.J. Wallace ltr to Col C.A. Larkin, 18Jan42.
 Battle That Doomed Japan,, 131; U.S. & Sea Power, 686.
 Fletcher was senior to Spruance, and thus became Officer in Tactical Command. But as it turned out, Spruance exercised practically an independent command during the critical days of 4-6 June, and this probably was fortunate because Fletcher had no aviation staff while Spruance had inherited Halsey's.
 Battle That Doomed Japan, 245. "... the spread of the virus was so great," the authors say, "that its effect may be found on every level of the planning and execution of the Midway operation."
 By this date the daily aviation gasoline consumption of planes based on Eastern Island was 65,000 gallons, and the following numbers of planes were based there; U.S. Army--four B-26s and 17 B-17s; U.S. Navy--16 PBY-5As and six TBFs; U.S. Marine Corps--19 SBD-2s, 17 SB2U-3s, 21 F2A-3s, and seven F4F-3s.
 The demolition system worked, too. On 22 May a sailor threw the wrong switch and blew up a good portion of the aviation gasoline. The supply was so critical after this that the pilots who arrived on the Kittyhawk did not get a prebattle chance to check out in their SBD-2s. Pipe lines also were wrecked in the blast, and MAG-22 thereafter had to refuel all planes by hand from 55-gallon drums.