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The political situation

in the world has now reached a stage

where the very foundations of civilization

are seriously threatened.

War is a contagion.

The peace of the world,

the welfare and security of every nation,

including our own,

is being threatened by that very thing.

Let no one imagine that America will escape.

Yes, we are determined to keep out of war.

Yet, we cannot insure ourselves

against the disastrous effects of war,

and the dangers of involvement.

This is bloody ridiculous.

Wasn't your empire built on ridiculous traditions?

Don't defend them, Layton.

You might speak their language,

but they still think you're a barbarian.

Be honest.

You won't miss this place when you're gone?

Oh, please.

The next time I see the little buggers,

I hope it's through the sights of a 14-inch gun.

Gentlemen.

On behalf of the British Empire,

I wish to thank Admiral Yamamoto

for this invitation.

May our nations work together to maintain peace on the seas.

You don't like whiskey?

I could ask you the same question, Admiral.

I have it on good authority that your glass is filled with tea.

An old Chinese trick.

What else have you learned during your time in Japan?

I'm just the assistant naval attaché.

Which is why I know

that you must have an opinion.

I was once our naval attache in Washington.

After you went to Harvard.

Like you, I thought there was value

in studying a potential adversary.

There's a rumor that you told the prime minister

that Japan can't win a war with the United States.

I said we couldn't win a long war.

There's another rumor that your life is in danger.

That the nationalists think you're too moderate

and have targeted you for assassination.

Japan is at a crossroads.

We are emboldened by our invasion of China

and eager to become a world power.

Yet we get 80% of our oil from your country.

If that supply is threatened,

it will force us into drastic measures.

You want me to pass this information

along to Washington?

Don't push us into a corner.

You must give those of us who are more reasonable

a chance to carry the day.

Nobody wants a war.

Sayonara.

Sayonara.

Come on. Step it up, ladies!

Clear the flight deck.

Let's go.

Prepare to brace!

Why aren't you using the flaps, sir?

Because someday we might have to land

with our flaps shot away.

So we might as well practice now.

This isn't how Ensign Hunt used to fly.

Which is why Ensign Hunt is now counting seagulls

in San Diego

and you're here with me.

Looks like we got hit in our fuel tank, too.

Please don't, sir.

This might save your life one day, Murray.

Engine's about to die.

Stand by to recover aircraft.

What the hell is Best doing?

He's out of the groove.

It looks like his engine cut out.

Is it a stunt, or is he in trouble?

I don't know.

But he's going to hit the first wire like always.

Not with that angle.

Why are we sideways?

To shave speed

so we don't put a hole in the deck.

Better not crash that damn plane.

Hey, hang in there, kid.

We're almost home.

Brace!

Are you trying to get court marshalled?

I had electrical issue.

Could have happened to anyone.

Hey!

Good job.

Well, it's not me you have to convince.

McClusky's about ready to have your ass.

Then I'll take it upstairs to the old man.

He knows what's coming.

That's why we've been flying

double scouting missions this whole trip.

Going somewhere?

Yeah, they're sending the whole squadron

into Pearl this morning.

And I'll be drinking a beer on the beach with Roy by noon.

And I'm not coming?

No. McClusky's holding back Scouting Six.

It's probably 'cause you're such an asshole.

Yeah, you're lovin' this, right?

Morning, sir. Aircraft is spotted.

Hey, take it easy on Miller.

He's having a tough morning.

It's my last day of sea duty, sir.

And I'm the only one from my radio class who hasn't crashed.

Don't worry, Miller.

I'm sure even Mr. Dickinson can fly you

from here to Pearl without getting you wet.

Hey. Me and Roy,

we'll pour a little beer out on the beach for ya.

Well, you boys are taking your sweet time.

Chaplain's gonna be here any minute.

It's another hot one, sir.

- Are you complaining, Sully? - No, sir.

I just can't help wondering

why I have to set up chairs for church,

even though I don't believe in God.

Well, that's because your only religion is chasing tail.

And the Navy ain't gonna pay you for that.

Incoming!

Barbara!

Barbara!

Barbara, come here!

Come on, sweetheart.

Get the wounded below deck!

Everyone else, battle stations!

Get down!

Comin' to church?

I have to go to the office.

It's Sunday.

You work too hard.

Layton residence.

I'll meet you outside.

Edwin, what's happening?

The Japanese are attacking us.

Did you reach the office?

No. The switchboard was jammed.

Go.

Sully, get up! Come on!

We need to get to the gun directors.

They're firing way too low.

Take cover! Get down!

Drive!

Hey. Hey.

Are you okay?

We have to get off the ship. Come on.

Hurry up, kid.

We gotta jump.

You go in that water, you're dead.

Sully! You first, Sully!

I can't! My hands...

You wanna live?

You get to that goddamned ship, you hear me?

What is it, sir?

Looks like Coastal Artillery went stark mad.

I bet you somebody's gonna catch hell for it.

Incoming!

Miller, break radio silence. Get that gun working!

Pearl is under attack. This is no shit.

Miller, you okay?

Miller, bail out!

Miller! Miller!

Miller!

What the hell is going on?

Pearl is shooting at our guys, sir.

Then maybe it isn't Pearl.

Look, call Dickinson.

We had a transmission that he was under attack

and then nothing.

Sir.

Get this to the admiral.

Keep going, Sully.

Get down!

Oh, come on.

There's the man who tried to warn us.

If it's any satisfaction to you, Layton, you were right.

Sir, it's no satisfaction to me whatsoever.

You bastard.

Sir, where are they going?

Back to their carriers.

Drive out to the radio direction finder

and report back to me.

Yes, sir.

Admiral Halsey on deck.

Pearl found something?

Intelligence managed to get a line of bearing

on the attacking fleet.

But it's a bilateral reading.

The Japanese are either at 343 degrees

or 163 degrees.

Oh, for Christ's sake.

Pearl is under attack and we don't even know

if the bastards are north or south?

Army bombers also reported a possible ship sighting here.

We're gonna place our bet

right there.

We have a possible location on the Jap fleet.

Fly a grid on bearing 185.

If you make contact,

Best and his men will put down a smokescreen

and then the torpedo bombers will make their runs.

Lindsey has command.

Eh, to hell with smoke.

Let me go after those carriers with a real bomb.

Torpedoes sink ships, not bombs,

- and my men need a screen. - Yeah, even if you get close enough,

your torpedoes don't work.

- That's a rumor. - Yeah, it's a rumor,

'cause the damn things have never been tested.

Look, the Japs are out there killing our friends.

Let me put a 500-pound bomb

right down their goddamn smokestack.

We're not changing tactics just because you want revenge.

Going after the Japs, sir?

Yeah, we're gonna smoke 'em to death.

Japanese are attacking on multiple fronts.

We captured a radio log from a downed Japanese plane.

They hit us with all six of their fleet carriers.

At least they didn't destroy our oil tanks.

The whole fleet would have had to withdraw to the West Coast.

You are the best intelligence officer

I've ever known, Layton.

They'll probably burn you for this, too.

But if they don't,

swear to me,

you'll make the next man in this chair listen to you.

See anything, sir?

Not even a goddamn whale.

Six baker 10, this is six torpedo one.

Lead us back to Enterprise.

Six torpedo one, your pilots aren't trained

for a night carrier landing with live ordnance.

Go land at Pearl.

We can't clear the mountains.

Take us back to Enterprise, lieutenant.

That's an order.

Six torpedo one, I'm dropping my smoke tanks

and returning to Enterprise.

Follow me if you want.

We got word from Pearl.

The Jap fleet was north,

not south.

God damn it!

Hey, Lindsey, this is what I was afraid of.

One of your men almost blows up the damn carrier,

because you were too afraid

to get shot down flying into Pearl.

Do I have to remind you

that I am your superior officer, lieutenant?

You gonna hide behind your rank?

Save it for the Japs.

We're at war now, McClusky.

- When that guy screws up, people die! - Listen to me.

You wanna keep flying?

I suggest you knock off the cowboy bullshit.

Come on, Murray.

Jesus.

What are they doing?

When she went over, everyone below deck

was probably trapped inside.

Did you know anyone aboard Arizona?

Yeah,

my roommate from the Academy.

Lieutenant Roy Pearce.

I heard you jumped out of a perfectly good plane.

Well, it was on fire.

And the controls were dead.

Where's Miller?

Ah, hell.

Yeah.

Hey, Ann's by the gate.

Are you okay?

Yeah, I'm all right.

- Hi. - Hey.

- Come home tonight. - I wish.

We sail as soon as we're refueled.

Look, I want you and Barb to go back

to your parents' place in Jersey.

- No. - It's not safe here.

Everyone is saying this is gonna be a long war.

- What if... - You're not shipping us

off to Jersey and that's final.

Did you talk to Sarah?

Was Roy aboard the Arizona?

Yes.

We're checking all the hospitals,

but nothing yet.

Tell her I'll find him.

Thank you.

Hey.

I heard you were with Lieutenant Pearce

during the attack.

Sully...

what happened to him?

I don't know.

I don't know.

We're doing our best.

But they've been bringing body parts...

in pillow cases.

There's too many.

He was a blond guy.

Tall. Probably wearing an officer's uniform.

Officers are down here.

Is there anything else you can give me?

Identifying features? Tattoos?

Well, he would have been wearing our class ring

from Annapolis.

We, uh...

took this off the body when he came in.

I'm sorry.

I'll give you a moment.

December 7th, 1941...

a date which will live in infamy.

The United States of America

was suddenly and deliberately attacked

by naval and air forces of the Empire of Japan.

The United States was at peace with that nation...

and, at the solicitation of Japan...

Turn it off.

...was still in conversation

with its government and its...

What's wrong?

We have awakened a sleeping giant...

and filled him with terrible resolve.

Did you enjoy your visit to Hawaii?

I told Nagumo to locate their aircraft carriers and destroy their fuel tanks.

But he refused.

A devastating mistake.

It would have taken the Americans a year to resume operations at Pearl Harbor.

When are you going to remove Nagumo from command?

Nagumo sunk the American battleships.

Everyone thinks he's a hero.

Someday that old fool will make an even bigger mistake.

None of that talk inside.

We must be united against the Army.

I'm not Nagumo.

Pearl Harbor was a great victory.

But...

If we give them time the Americans will overrun us.

Therefore we must land the knockout blow by destroying their aircraft carriers.

Congratulations, sir.

You're the right man to run the Navy.

When they get in trouble,

they send for the sons of bitches.

Our priority must be...

to seize the resources that we need.

That is a job for the Army.

The Navy's job...

is to get us there and back.

The situation in the Pacific is far worse

than has been reported.

We have three carriers.

The Japs have ten.

We have zero functional battleships,

they have nine.

They have more cruisers, more bombers, more fighters...

and much of their equipment is more modern.

We'll just have to count on the men

that we have out there

to hold the line.

I don't envy the new commander.

It's me, isn't it?

The president asked for you himself.

He said

that you should get the hell out to Pearl and stay there

until our ships sail into Tokyo Bay.

Welcome to the most difficult job in the world.

The Army got us into this war...

and now they expect us to ferry them around.

For now. But circumstances will change.

I want you to start drawing up plans for the operation we discussed.

Midway?

Detail. A-ten-hut!

Ready.

Aim.

Fire.

Aim.

Fire.

I'll be right back.

Fire.

I'm so sorry.

Roy wanted to be a pilot like you.

But I talked him out of it.

I said it was too dangerous.

I'll see you at the next funeral.

You don't have to go.

Yes, I do.

We're family.

Hey, hey, hey!

I just wanna say...

Roy Pearce was one of the finest bastards

that I've ever met.

And I could talk about the man for an hour.

But I think that's a job I'll leave up to one of you boys

that went to the Academy with him.

What do you say?

Yeah, well, I can't let some torpedo jockey speak for Roy.

Especially one not good enough to fly from Enterprise.

- Ooh! - Okay. Okay.

Summer after plebe year, me, Roy and Dickie

went up to visit Roy's uncle, up in the Great Lakes.

It was the peak of Prohibition,

so one night, we decide to sail to Canada

to buy a keg of beer.

On our way back, right before the sun comes up,

the wind dies.

So, there we are,

just floating in the middle of the lake,

waiting for the Border Patrol to show up.

I said we should just ditch the booze, but Roy...

Hey, Dickie,

what did Roy say?

"Hell, no.

"We'll drink it all."

Roy was my best man.

He was the godfather to my daughter.

I thought someday...

we'd be on a porch, drinking beers,

telling lies about what we did in the big war.

To Roy.

To Roy.

To Roy.

Man, oh, man.

Why'd you make me drink so much?

You might have to carry me home, darling.

Oh, shit. Shore Patrol.

No, that's the admiral's flag.

Hey, I bet it's the new commander.

Who do you think it is?

That looks like Nimitz.

I hear he's true-blue.

Hey, Nimitz!

When are you going to let us at those Japs?

I'm sorry, sir.

Do you want me to get their names?

No.

I think he might have heard you.

I'm glad at least some of the boys still want to fight.

Welcome to Pearl, sir.

I'm Lieutenant Commander Layton.

I know who you are.

Well, then you'll understand my request.

I wish to be reassigned to a destroyer.

Didn't you try to warn my predecessor

about the impending attack?

Well, not exactly. I said

that we had lost track of the enemy carriers

and needed to be prepared.

I should've pushed harder.

A lesson, I assume,

you have taken to heart.

Sir...

I'm the intelligence officer responsible

for overseeing the greatest

intelligence failure in American history.

Close the door.

Morale is at an all-time low

and for good reason.

The Japanese are advancing on all fronts

at a terrifying pace.

I, nevertheless,

know the fighting spirit of our men.

And I have faith in them.

But I also need to know

that they have faith in themselves.

I need you to be my Admiral Yamamoto.

Get in his head. Tell me what he's going to do next.

Your first assignment...

we need to throw a punch.

Not just for morale,

but so the Japanese know what it feels like to be hit.

I'm sending Halsey to attack the Marshall Islands.

But I need to know

that they're not walking into a trap.

The target is Roi Island.

Our submarines have reported shipping traffic

and one military airfield.

We don't know what we're facing,

so hit 'em as hard as possible

and then get the hell out.

So what about the enemy carrier?

Intelligence says they're 2,000 miles away.

You mean the same group of geniuses

who didn't know the Japs were gunning for Pearl?

Like I said,

be prepared for anything.

The early bird catches the worm, gentlemen.

We're gonna hit that anchorage

before the Japs have even rolled out of bed.

Looks like he spit polished his shoes.

Hey, guys, let's get home in one piece.

Oh, don't you worry.

What's the plan, sir?

The other squadrons will strike first.

Then we go in and clean up the remaining targets.

Japs will know we're coming.

What happens if we get shot down?

Look, I'm not gonna end up as a POW.

And neither are you.

I've got a large target in my sight.

Get close enough to make it count.

Start your runs, boys. Engage torpedoes.

Looks like our boys on Roi poked a hornet's nest.

We got a problem.

I got eyes on a second enemy airfield on Taroa Island.

I'm counting maybe 30 bombers and heavy fighter cover.

You hear that, boys?

If we don't knock out that airfield,

they'll go after Enterprise.

And I want a place to land when this is over.

Enemy fighters, 11 o'clock!

We got company. Start your runs!

3,000!

2,000!

1,900!

1,800!

1,600!

Get those bastards off me, Murray!

Let's get out of here, Murray.

We got most of the bombers, but not all of them.

Looks like they almost got you.

Yeah, not enough lead.

What, too much excitement for ya?

I'm not looking to win a medal.

You know, the Navy's gonna

make you pay for this aircraft.

How'd you boys do?

We lost Hopping.

He never pulled out of his dive.

That can't be good.

Twin-engine bombers, five o'clock.

Goddamn gunners.

Don't they know they gotta lead those planes?

- Right standard rudder. - Brace!

Brace for impact!

What the hell is he doing?

He's turning himself into a bomb.

Come on! Come on!

Damn, Bruno.

Aren't they paying us to kill Japs?

Admiral Halsey wants to see you.

That's the bravest damn thing I think I've ever seen.

What's your name, son?

Bruno Gaido, sir.

Aviation Machinist's Mate, Third Class.

Well, Bruno, you are now

an Aviation Machinist's Mate, First Class.

Signal the fleet.

Tell 'em it's time to haul ass with Halsey.

Yes, sir.

You heard the man. Signal the fleet.

Are you really sure you want your wife

flying wingman for you tonight?

Yeah, nobody told me

there'd be USO girls here tonight.

- Hey. - Hey.

Hi.

I got us a table.

Wade, have you met Ann?

Wade McClusky.

I fly with your husband.

Hey, uh, you want a drink?

I do, if you want me to dance.

- Thank you. - You're welcome.

How long have you been married?

Long enough to know my husband's talents.

Why isn't he commanding a squadron?

I don't make those decisions.

- Two Mai Tai, please. - Yes, sir.

I understand before the war,

when it was about politics, but now?

I told you she was a firecracker.

I have to say,

I often wondered what kind of woman

would marry Dick Best...

and, well, you have not disappointed.

Dick Best.

- Hey, Layton. - Hey.

How was the Marshall Islands?

Yeah, we got our feet wet.

You keeping tabs on me?

Ah, I'm with Fleet Intelligence.

Thank God.

Yeah, we're gonna need someone as smart as you after Pearl.

You gonna straighten those boys out?

I'll do my best.

Your Mai Tai, sir.

Well, I'm rooting for you.

- Hey, say hi to the wife. - You as well.

Just be straight with me.

What am I missing?

Every time we go up in one of those planes,

there's a chance we won't come back.

Now, it's hard to follow a man who doesn't know that.

Or even worse...

doesn't care.

Let's dance.

Okay.

Excuse me.

Come to bed.

Welcome aboard Enterprise.

You're replacing good men.

Much earlier than me or the Navy wanted, but...

Well, that's the hand we've been dealt.

Now, you're going in the rotation,

and as XO, it's my job to make sure

you're worth more than a bucket of warm spit.

The Japs are waiting for us,

so we need pilots who can hold their own.

Hey.

You gotta see this.

What the hell are army planes doing on a carrier?

Well, Mr. Browning,

the commander of those bombers?

Lieutenant Colonel James Doolittle.

Maybe the best pilot in the world.

And he intends to launch his planes off the Hornet,

strike Tokyo, and then land in Free China.

Captain?

Enemy pickets 50 miles out.

They're gonna blow our cover.

Every mile we get Doolittle closer to Japan,

is fuel he can use to get the hell out of there.

But I'm not gonna risk these carriers.

What do we tell Doolittle?

The truth.

We got the order to launch.

How far out are we?

Too far.

We'll probably end up ditching in the East China Sea.

But if we bomb Tokyo,

we'll be the first enemy in Japan's history

to hit their home territory.

If any of you want to bow out,

now's your chance.

We all wanna fly, sir.

Man your planes.

I'll see you all in China.

They can't take off.

Certainly not with a load.

And they sure as hell can't land.

Ten bucks says they don't make it off the deck.

Yeah, I'll take that bet.

Hello, everyone.

This is Radio Tokyo,

talking about the collapse of American forces

in the Philippines.

Our glorious Japanese forces have captured thousands...

Evening, gents.

What's going on, Captain?

Those sound like air raid sirens to me.

Heavenly sovereign, we must get you down to the shelter.

Bombs away, sir.

Let's get out of here.

- No. - Taking these hostage.

Just half an hour.

Does America winning the war

really depend on Edwin Layton working himself to death?

Some of our boys bombed Tokyo today.

They were supposed to land in Free China.

But they're probably gonna run out of fuel

and have to ditch in the China Sea.

If, by some miracle, they actually make it

into Japanese occupied territory,

they'll be tortured and executed.

What can you do?

Most likely nothing.

But we're not gonna lose any more men

because I didn't dig deep enough.

I'll fix you a sandwich.

I keep recalculating,

but with this steady tailwind...

You think we're over land?

Yeah. Maybe.

Only one way to find out.

Everyone. We gotta bail out.

I don't know if we're over Chinese or Jap territory.

So, watch yourselves.

I'll see you all in Quzhou.

You're next, Potter.

Sir?

Leave me.

You must come out of your cabin.

We put the Emperor's life at risk.

It was only a handful of bombers.

We swore to keep our homeland impenetrable.

Everyone now agrees you were right about the American carriers.

We must destroy them.

Tojo says we must finish our operation in the Coral Sea.

But then we can turn our attention to Midway.

Then we have work to do.

You have a train station...

Smoke comes out. Train?

I'm a friend.

American. I'm an ally.

I need to get to Quzhou.

Quzhou.

- Hello. - Hello.

My name is Zhu Xuesan.

School teacher.

You are American?

American. I bombed Japan yesterday.

Where... Where's the plane?

It crashed.

I bailed out and landed in the water last night.

Where's, uh, para... parachute?

I left it at the shore.

Ask them.

I knocked on their door in the middle of the night.

He say you lie.

He want your gun.

I'm an American officer.

I keep my gun.

You bomb Japan?

I sure did.

- Welcome. Welcome. - Hi.

I need to get to Quzhou.

- To Quzhou. - Quzhou.

- Quzhou. - Quzhou.

Yeah.

The Japanese are sending their carriers

into the Coral Sea.

Yes, sir.

They're trying to break our lifeline with Australia.

Send a secure message to Admiral Halsey.

I want Enterprise to join

Yorktown and Lexington in the Coral Sea.

And tell Halsey time is a factor.

There's something else.

There always is.

I heard a theory.

What kind of theory?

According to one of my officers,

Coral Sea is just a warm-up.

He thinks that the Japanese are planning something bigger.

Much bigger.

What makes him think that?

Little bits and pieces that we've intercepted.

A message about a battleship not being ready

for an upcoming operation.

Request for maps of the Aleutian Islands.

What's the target?

We don't know yet.

Do you trust this officer?

He's the most brilliant man I know.

Well, have him figure it out.

Always no match.

Keep it.

Thank you.

There are no installations here.

What's their target?

People are target.

People.

People.

And we just made it worse.

I have to go.

My family.

They... They take you Quzhou.

Help find your men.

Thank you.

For everything.

24 hours too late.

Damn it. Why couldn't we have been here?

This leaves us and Hornet

as the only carriers in the Pacific.

Attention on deck.

I wanna talk to McClusky and Best.

As you were.

Oh, for Christ's sake.

You okay, Admiral?

I got this damn rash.

Listen up. I'm done playing politics.

The Navy...

hell, the whole damn country is counting on us.

And I need my best men in the right spots.

So, McClusky,

you are now in charge of the air group.

I don't have a lick of confidence

in those damn torpedoes.

So, I want you in a dive bomber.

And, Best,

I'm bumping you up from XO.

You're the new skipper of Bombing Six.

Good luck, boys.

Well, I guess you're gonna have to learn to fly an SBD.

I've logged plenty of hours in the Dauntless.

Not diving at a live target.

Can't be that hard.

I mean, you do it.

How dare you! You're not following our strategy.

Admiral Nagumo.

This is no way to conduct a war game.

These young men have ignored the battle doctrines. I followed your plan.

We attacked Midway with our carriers.

We were ready to pivot as soon as the American carriers responded from Pearl Harbor.

But?

My American carriers didn't come from Pearl.

They were waiting here, northeast of Midway Island.

While Admiral Nagumo's planes were bombing Midway, I sunk three of his carriers.

Such a move is impossible because the Americans won't know we are coming.

Start again.

But this time the American carriers must come from Pearl.

So, I just got off the phone with Washington,

and their intelligence guys

think you're wrong about this big operation.

They think that the Japs are sending their carriers

back into the Coral Sea.

Yeah, and they've ordered me to keep Enterprise down there.

That's a mistake.

Washington is starting from a faulty assumption

and looking for evidence to corroborate it.

So, what's the Japs' real target?

We believe it's Midway.

They see our base there as a step towards Hawaii

and eventually the West Coast.

When?

In a few weeks.

I think it's time to pay a visit

to your friends in Station HYPO.

Matt, bring the car around.

I have to warn you, sir, codebreakers are a rare breed.

Rochefort's way of doing things is especially...

particular.

I don't care if he consults coffee grounds

while doing the boogie-woogie

as long as the intel is good.

Attention on deck.

Carry on, gentlemen.

Where's Rochefort?

If you'll follow me, sir.

Didn't realize that the Navy

had so many trained codebreakers.

We don't.

Most of these men were in the band on the California.

But since we don't have much use for bands these days,

Rochefort thought that their musical abilities

might make them naturals

at breaking the rhythms of ciphers.

Sorry, Admiral, it, uh,

gets cold down here in the dungeon.

I'm told you're brilliant.

Well, Lieutenant Commander Layton

has been known to exaggerate.

I hope not.

He told me he's absolutely certain

the Japs are gonna hit Midway

and I need to know

whether or not I can believe him.

Well, if you don't believe him,

we'll all be speaking Japanese.

Or, most likely, we'll be dead.

Show me how this works.

You mean, like a tour?

Exactly.

Like a tour.

So, this is where it starts.

We intercept roughly 60%

of secure Japanese radio traffic

and we've cracked enough of their code

to be able to break about 40% of those messages.

So, we're able to read about a quarter

of their secure communications?

Uh, no, not exactly.

Here's some of our, uh,

cracked messages.

It's gibberish to me.

Yes, but if you read enough of it...

Rochefort has a gift for assembling the fragments.

He can recall a message from two months ago,

and plug it into today's intercept.

Explain the disagreement with Washington.

Well,

we all have access to the same raw information,

but, uh, over here, is where our paths diverge.

Translation and analysis.

Now, Washington agrees with us

that Japs are gonna attack a major target codenamed AF.

But Washington believes that AF

is located in the South Pacific,

which is why they ordered you to keep Enterprise down there.

Do you have any direct proof that they're wrong?

Direct proof? No, but...

Sir.

Imagine that you're throwing a wedding.

And maybe I've never seen the invitation,

but I hear from the caterers

that they have an event on a certain date.

The flower guy is buying up all the roses

on the island.

The best band is booked.

That's what signal intelligence can give you.

Clues.

Not a definitive answer.

Sir? After Pearl, you told me to stick to my guns.

I swear to you, Joe's right about this.

I'm not generally predisposed

to trust a bunch of tuba players

led by a man wearing fuzzy slippers.

But...

I'll figure a way to get the Enterprise back here.

Meantime, you gentlemen need to convince Washington

that the Japs' real target is Midway.

How, sir?

Washington doesn't exactly have a habit

of listening to us.

Well, I'm sure you'll think of something.

Come in.

An eyes-only message from Pearl.

Nimitz.

He wants us to be spotted.

Because if the Japs see us,

we can break our standing orders

with Washington and return to Pearl.

We never received this message.

Sir? The admiral needs you.

Okay.

Yeah. Okay.

Well, keep me informed.

That was Washington.

They've intercepted several Japanese messages

claiming that the target of their upcoming attack

is out of fresh water.

Interesting, sir.

I heard that Midway accidentally sent out

an unencrypted transmission

that their water plant was broken.

And is their water plant broken?

Not that I know of, sir.

But that proves Midway is AF.

Okay, tell your man, Rochefort

that everyone now agrees

on where his wedding is gonna be held.

We just need to know how many guests are coming

and when they plan to arrive.

Mack, I think we found the spot.

Can't say, Mr. Ford,

that I've ever helped a big-time Hollywood director

scout for a movie before.

What kind of film you planning to make

in a godforsaken place like this?

Friend of mine in the Navy said

that I might be able to find some real action here.

I think I've been hoodwinked.

I don't know, sir. From the way

we've been fortifying this little island,

I'd say your friend has some good intel.

Attention on deck.

Very funny.

Sit the hell down.

I'm gonna keep this short.

I know some of you thought

I was a pain in the ass as XO...

Well, that's about to get worse.

We're headed back to Pearl to resupply,

and it's probably because something big

is coming down the pipe.

I'm therefore doubling our scouting flights

and I expect you to practice diving runs

whenever you get a chance.

Don't be the man who lets down the squadron

when we finally face the Japs.

Dismissed.

Can I talk to you, sir?

I don't know if I can do this, sir.

I thought I was a good pilot,

but I've lost my confidence.

Why did you become a pilot?

Your dad wanted you to be an officer, huh?

Actually, my dad didn't have much respect for officers.

Said that most of them didn't know

their ass from their elbow.

You know, my dad was a tough son of a bitch.

You know how I got his respect?

By always staying in the fight.

I wish I had the luxury

of worrying about your confidence,

but we're short on pilots,

so, you gotta suck it up.

Yes, sir.

Wait.

From now on, you're my wingman.

I'll be lookin' out for you.

Now go suit up for a scouting flight.

Tell me.

What's your secret?

My secret?

He wants to know why nothing bothers you.

My uncle was a welder on the Empire State Building.

He'd walk on a beam,

1,000 feet up in the sky, no ropes, nothing.

And everyone thought he was crazy,

but to him, he was just doing a job.

And one Sunday, he's walking home from church.

He's a block away from his house,

when a cab jumps over the curb,

splatters him like a bug.

You never know what's gonna get you.

So, why worry about it?

Hey. Let's go.

Simple scouting mission.

On the way home, we'll practice the dive, you got it?

Yes, sir.

We'll be going deeper this time,

so don't pull up too fast on the bottom

or you'll black out.

Oh, shit.

The ship's moving too slow.

Abort! Abort takeoff!

The ship's too slow!

We're not generating enough wind for launch.

No, stop! Stop!

Plane in water.

Plane in water.

Turn starboard, God damn it!

Turn starboard.

Guess you don't like the chokers either.

I'd get grease on that thing just trying to button it up.

Makes me look like a damn waiter.

Nobody would ever confuse you for a waiter.

You look like hell, Bill.

I'm fine.

Tired.

Every man on the ship's tired.

We've been out six months without a break.

There's a big difference

between tired and whatever the hell you are.

You're going ashore to the hospital.

Does this look like a battle wound to you?

It's a damn rash.

Now, what are my men gonna think

when their admiral up and decides

he needs a vacation?

It's a direct order, Bill.

And we keep losing men.

It's not even the Japs.

Herman crashed on takeoff.

Tom Durkin disappeared on patrol.

And there's this other kid...

Willie West.

He didn't think he could cut it.

I figured it was just the usual jitters.

I take him under my wing.

I wrote a letter to his mother yesterday

telling her I failed him.

It's not your fault.

He was right to be scared.

Everybody knows something big is coming.

We're talking about a couple dozen planes

against the whole Japanese fleet.

And if we lose, they own the Pacific,

and they raid the West Coast.

Seattle, San Francisco, Los Angeles...

will burn.

And this damn war will last a decade.

I've never seen you this worried before.

I never had to worry when it was just me and my plane...

but, Ann, it's different now. I have to lead these men.

What do I say to them?

Just...

be honest.

And let them see what I can see.

They'll follow you anywhere, Dick Best.

Sir, the Yorktown was hit

by a 500-pound bomb.

We need at least two weeks for repairs.

Not acceptable.

Our initial estimate was three months in dry dock in Seattle.

I need this ship.

I don't care if you need to patch the deck with plywood.

Yorktown sails in 72 hours.

Halsey is out.

He's in the hospital with shingles.

So I've given command of Task Force 16

to Admiral Spruance.

We're setting a trap.

Our carriers will lie in wait

northeast of Midway.

Now, we have set up a picket line of submarines here.

As for Midway itself,

we have crammed every plane we can spare onto that runway.

But this time, if we're lucky,

surprise will be on our side.

Layton, how reliable are these estimates

of the Japanese positions?

They represent our best guess,

based on the intelligence that we have.

I can't plan around your guess.

I understand that we're asking the impossible,

but we need you to be specific.

The Japanese will attack on the morning of June 4th

from the northwest, at a bearing of 325 degrees.

They will be sighted 175 miles from Midway

at 0700 local time.

I trust Layton and his team.

Make your plans accordingly.

Dismissed.

Clear the deck.

Torpedo Squadron Six coming in from Pearl.

Clear the deck.

Torpedo Squadron Six coming in from Pearl.

He's in trouble.

Shit.

We need a rescue team!

- Easy. Easy. Easy. - Easy, boys. Easy.

Get him over.

Hand him off. One, two, three.

Easy, Lieutenant.

How's your back doing, Lieutenant?

It feels like someone dropped a tractor on it.

So, that's what your squadrons are up against?

Four carriers.

Approximately 250 aircraft,

plus the biggest battleship in the world.

Yeah, not to mention the Japs are unbeatable.

We've got the drop on the bastards.

Make it count.

How's Lindsey?

Not good, sir.

Do you trust the intelligence?

I'm trying.

Because we're betting a hell of a lot on this hand.

Yeah.

I can't believe I'm saying this, but, uh...

I liked you better when you were cocky.

Hey, you don't have to worry about me.

Oh, really?

You've been blaming yourself for that kid who went down.

How do I make it right?

Make sure your men are ready for tomorrow.

And you bring back as many of 'em as you can.

Ship sighted.

It's the Yorktown!

How the hell

did she get out of dry dock in time?

I don't know.

I guess every battle needs a miracle.

Whoo!

You've memorized every position

on that board, Layton.

Go home.

I think I'm going to spend the night here, sir,

just in case anything comes up.

Your wife doesn't mind?

Well, she knows the drill.

My wife knows the drill, too, but she still minds.

And when the war's over,

I plan on spending the rest of my life

making it up to her.

Get some rest.

Good night.

They've scrambled all the squadrons.

Radar must've picked up something.

That's great, Mikey, that's great.

Next time, get the horn up a little higher, all right?

- All right, sir. - A little higher. Good.

All right. Lower the flag, we're going again.

Get something in your stomachs.

It's gonna be a long day.

I'm not gonna sugarcoat it, boys.

Nobody thinks we can go toe-to-toe with the Japanese.

Not in a fair fight.

Today, we're gonna be big underdogs.

Me?

I think the men in this room can fly with anyone.

Maybe that's 'cause I'm a cocky son of a bitch.

But it's also because I've seen what you can do.

You're ready for this.

We're gonna give 'em a shellackin'.

They're coming! The Japs are coming!

Mr. Ford, we have incoming aircrafts.

We need to get you to a bunker.

Incoming aircrafts?

Sir, you have to take cover, sir.

Holy shit! To the roof!

Mr. Ford, wait!

With all due respect, sir,

there isn't going to be a movie, sir,

if we don't get you to cover.

I'm gonna shoot the damn picture.

Got it, Jackie?

Beautiful!

Are you okay?

Keep shooting. Keep shooting!

Japanese air attack reported on Midway.

And one of our scout planes just sighted the enemy fleet.

Spotted where?

He reports carriers bearing 320 degrees,

180 miles northwest of Midway.

Well, Layton, you and Rochefort were only off

five minutes, five miles and five degrees.

Well, we'll endeavor to do better next time, sir.

Give our pilots the enemy position.

Tell them to attack.

Yes, sir.

Enemy spotted! Nine o'clock!

They're glide bombing.

Which means they're amateurs.

Prepare for evasive action. Even amateurs can get lucky.

Turn to port.

Turn to starboard.

He's aiming for the Akagi.

Was he trying to hit us?

Americans aren't that brave.

His controls must have locked up.

Those planes came from Midway, which means it's still a threat.

We must launch a second attack on their airfields.

Hey, Lindsey,

you still owe me 10 bucks.

You trying to collect before I get myself shot down?

Nah, I know you're good for it, Lindsey.

You don't have to fly today.

Nobody would doubt your courage.

I will lead my squadron in.

Good luck, sir.

I'll be right behind you.

I'll meet you at the Japanese fleet.

Enemy fleet spotted!

Sir! Ten enemy surface units spotted.

Position east northeast.

Impossible.

Unless it's a trap.

We must destroy the enemy fleet.

Rearm the planes that were going to attack Midway with torpedoes and armor-piercing bombs.

But sir, we will be vulnerable while we change weapons.

Our fighters will keep us safe!

They got a Jintsu type cruiser.

Range 2,500 yards.

I'm not wasting a torpedo on a cruiser.

Where are the carriers?

Sir, we need to go deep.

Man battle stations.

Battle stations. Everybody, in your bunks.

Well, Murray,

this is it.

The Enterprise has launched its SBDs

and their squadrons of marine dive bombers

following a new sighting report out of Midway.

We gotta climb higher, boys.

We need to conserve fuel.

Approaching altitude 14,000 feet.

Release your oxygen, sir.

Are you okay, sir?

It's my oxygen.

Must've gotten a bad mix.

We have to go back.

It'll tear up your lungs.

I'm not sending the squadron out there

without their commander.

There she is.

We got a carrier, maybe 4,000 yards.

Sir, the Japs are right on us.

Make tubes one and two ready.

Make tubes one and two ready in all respects.

Make tubes one and two ready in all respects.

Tubes one and two ready, aye.

Flood down tube one.

Flood down tube one, aye.

Sir! Periscope spotted.

They're deploying depth charges.

Bearing.

Mark.

An American submarine right in the middle of our fleet.

- Matched. - Tube one.

Fire!

Order the Arashi to pin down that submarine.

They can catch up to us once the fleet is safely out of range.

Six Baker 10, do you have visual?

Nothin'.

Must've gotten a bum sighting report.

Or maybe they've changed course.

Let's do a back search.

Here they come again.

Target spotted.

Brave men.

We are fortunate they have such bad planes.

Right full rudder.

The screws are fading.

I think they're leaving, sir.

Take us to periscope depth.

Enemy destroyer's headed back to her fleet.

I've got a ship.

Jap destroyer at flank speed.

What do you wanna bet

she's trying to catch up with the carriers?

Sir, we've been up here

for almost two hours.

What if we run out of fuel

and the whole squadron has to ditch?

Then I'll probably end up

scrubbing potatoes at Leavenworth.

To hell with it.

Follow me, boys.

I hope you're right, McClusky.

Bombing Six on me.

Think they've seen us?

When they see us, we'll know.

Brace for impact!

We can't launch our bombers because of these constant attacks.

Our fighters need to stop glory hunting.

They're all flying too low.

Those planes came from a carrier.

We must initiate an attack.

A message from Admiral Yamaguchi, sir.

Consider it advisable to launch attack force immediately.

What does he think I'm trying to do?

Genda, what's our status?

Yes, right away.

Are the preparations ready?

We're going as fast as we can, sir. But it takes time to change from land weapons to sea.

You have five minutes.

This place is a powder keg.

God damn it. That magnificent son of a bitch

actually found them.

All right, boys.

Bombing Six, we've got the first bastard in line.

They're almost finished.

Good. We will launch a full attack and crush the enemy task force.

Mr. Best, watch out!

What the hell?

McClusky was supposed to go for the far carrier.

Stay on me.

At 4,000.

3,000!

Do it, baby, come on!

Come on!

2,000!

1,800!

Come on, Dickinson, do what you're paid to do.

Whoo!

Yeah!

Look!

The Soryu is also under attack.

Calm yourself. You're an officer.

That leaves just us and the Akagi.

Unless those planes strike.

Feeling a little lonely, sir?

Wish we'd brought more planes to the party.

You always wanted to be a hero, Kroeger.

Now's your chance.

Okay, Murray.

We put that carrier out of action

even if we have to crash on her deck.

4,000!

We need more time, sir!

We're still rearming the bombers!

3,000!

1,800!

1,600!

1,500!

That was a beauty, sir!

Right on her deck!

Any fighters on our tail?

No, sir.

They must be chasing someone else.

We're going in!

O'Flaherty and Gaido are down, sir.

If you don't hit them damn Zeros,

we're gonna be joining 'em.

Are you okay, sir?

Radio our position.

We gotta get a ship out here

to pick up Gaido and O'Flaherty.

The gasoline is vaporizing.

We can't activate the CO2. We have no power.

We must go.

I have to save the ship.

It's the captain's job to save the ship. Your duty is to lead.

And you can't do that from here.

Do you want us to contact Admiral Spruance?

No, he can't break radio silence.

For me?

Rochefort intercepted a Japanese signal.

He can't translate the body, but look at the call sign.

That's from Admiral Nagumo.

But he's not transmitting from the Akagi.

He's transmitting from a cruiser.

Now, why the hell would Nagumo leave his flagship?

From Admiral Nagumo. Fires are raging aboard the Kaga, Soryu and Akagi.

The Americans knew we were coming.

We walked right into their trap.

We can still win...

But we must know what we are facing.

They taught us about dehydration

in flight school.

Your skin starts to crack,

liver fails...

Knock it off.

What if nobody finds us?

We swim back to Pearl.

Good luck with sharks.

We'll need something to eat.

Wait. Wait, I see something.

Looks like a destroyer.

American or Jap?

You, tell us your ship,

or we throw you overboard.

Cigarette?

You know, I had a lot of friends at Pearl Harbor.

So how about you go fuck yourself?

We are the last intact aircraft unit in the fleet.

So the fate of Japan rests on your skill.

The Emperor expects you to do your duty.

Murray, get something to eat.

I bet we're going back out there.

We have to go upstairs to report.

Hey, what happened?

I got strafed by a Zero.

Hey, how'd you know to follow that Jap destroyer?

I played a hunch.

Well, your hunch might have won us this battle.

But I gotta tell ya,

that looked like some cowboy bullshit to me.

Well, if you can't beat 'em, join 'em.

Yorktown's hit.

What have we got left?

Couple of SBDs just returned.

The pilots are coming up to report.

What's the news from the enemy fleet?

Three carriers down. One to go.

And our air group?

Only three torpedo bombers came back,

and they're all shot up.

What about the dive bombers?

We can probably scrounge up a dozen.

McClusky, you've been shot.

- I can fly, sir. - The hell you can.

Get your ass down to sick bay.

Put the pilots you trust

in any plane that can fly.

Yes, sir.

You okay, sir?

I'm fine.

Has anybody heard from Dickinson?

No.

Not yet.

Look, I know you boys have just been through hell.

But we gotta go back and hit the last carrier.

I'll see if I can find more men.

Hey.

Strap up.

We're going back out.

I'm sorry, sir, but I think

you need to find somebody else.

You don't know what it's like to be in the back seat, sir.

You fly like you don't care if we come home.

I wanna go home, too.

I wanna spend more than a few days at a time with my wife.

See my little girl grow up.

And you're right.

If we go out there,

we probably aren't coming back.

But this is our job,

and we're the guys who have to hold the fort

till the cavalry arrives.

Look, if you really can't fly,

I'll find someone else.

But you should get back in that plane.

You'll remember this moment for the rest of your life.

And if you know that you came through

when people were counting on you,

you'll be able to face anything.

We've come this far, Murray.

Don't make me go back out there without you.

I'll warm her up, sir.

The enemy has lost a carrier and their air wings are weakened.

We will draw them within range of our battleships and destroy them.

It's a bold plan.

Radio Admiral Yamaguchi.

Telegram from battlefield commander.

Yamamoto is ordering us to charge.

Like samurai trying to save our honor.

So it shall be.

Get ready, Murray.

We're not sneaking up on them this time.

Here they come!

Altitude.

We've got Zeroes on our tail.

This is for Pearl.

You're gonna be okay.

Thanks, boys.

What happened to you?

I ran out of fuel about 20 miles out.

Ditched next to the Phelps.

Where's Best?

That's one of his wingmen.

He hasn't come back yet.

He's probably just taking a victory lap.

Yeah.

Hey.

Men like Dick Best are the reason

we're gonna win this war.

Come on, Best.

Any news?

The kids are out back.

Go, go.

Hi.

Cindy heard a rumor from the base.

There's a big battle

and one of our carriers is sinking.

And the pilots?

It sounds like we lost a lot of them.

I am gonna go powder my nose quickly.

The Japanese might charge with their battleships.

So we will withdraw for the night.

But their fleet might be out of range in the morning.

Nimitz ordered us to be judicious.

We won a great victory today.

Let's not blow it.

God damn it! Dick Best!

Hang in there, kid.

We're almost home.

I thought you were dead.

Yeah. They said the same thing about you.

I'm glad they were wrong.

Admiral's orders.

Give it to Murray.

He earned it.

Give me your hand.

You okay?

Yeah.

Corpsman!

I need a corpsman!

I got you.

Here we go.

You have all fought valiantly.

But we must scuttle this ship so that it doesn't fall into enemy hands.

The loss of this battle falls on the heads of your commanders, not you.

For this reason I have decided to go down with the ship.

I command you to carry on your loyal service to the Emperor.

I wish to stay with you.

Very well.

Let us enjoy the moon together.

Abandon ship.

Let me stay with you too.

I am touched by your offer, but you young men must leave the ship.

That is my final order.

What happened to Bruno?

PBY flew over his last known position.

They spotted an empty life raft.

Battle station torpedo port side.

Target Hiryu bearing ninety degrees.

Come in.

Our scouts found nothing.

The American carriers must have withdrawn overnight.

We should bombard Midway. The Americans have no battleships.

We can still win this battle.

You've been playing too much shogi.

We cannot gamble the rest of the fleet to save our pride.

Then...

what are your orders, sir?

The Japanese are retreating.

- We won. - Yeah.

God bless those boys.

Turns out all they needed was a fair fight.

Look what I found in your house.

Half our men,

dead or missing.

Yeah.

Hey, whatever happened to that whiskey?

I was waiting for you to sneak out of sick bay.

We did it.

Hang on, boys.

- Thanks. - Of course.

Hey, Layton.

Hell of a job.

You boys really came through for us.

There's Daddy!

Come on, baby.

- Hey! - Daddy! Daddy!

Hey, sweetie.

Oh, thank God.

What happened?

Apparently, I inhaled caustic soda.

What does that mean?

My lungs are shot.

The Navy's never gonna let me fly again.

Well, get good at something else.

You have the rest of your life to figure it out.

Oh.

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