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The political situation in the world

is such as to cause
grave concern and anxiety.

It 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.

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.

McCLUSKY: 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.

McCLUSKY: 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!
- McCLUSKY: 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...

...was still in conversation

with its government and its...

Congratulations, sir.

You're the right man
to run the Navy.

When they get in trouble,

they send
for the sons of bitches.

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.

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.

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.

McCLUSKY: 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.

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.

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.

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.

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.

McCLUSKY: 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?

McCLUSKY: 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.

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.

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.

McCLUSKY:
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.

Bearing.

Mark.

- Matched.
- Tube one.

Fire!

McCLUSKY: Six Baker 10,
do you have visual?

Nothin'.

Must've gotten
a bum sighting report.

McCLUSKY: Or maybe
they've changed course.

Let's do a back search.

Here they come again.

Target spotted.

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?

McCLUSKY'S RADIOMAN:
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!

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.

Mr. Best, watch out!

What the hell?

McClusky was supposed
to go for the far carrier.

Stay on me.

McCLUSKY'S RADIOMAN: At 4,000.

3,000!

Do it, baby, come on!

Come on!

McCLUSKY'S RADIOMAN: 2,000!

1,800!

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

Whoo!

Yeah!

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!

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.

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?

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?

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.

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.

What happened to Bruno?

PBY flew over
his last known position.

They spotted
an empty life raft.

The Japanese are retreating.

- We won.
- Yeah.

God bless those boys.

Turns out all they needed
was a fair fight.

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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