The Japanese invasion of the Philippines began when Lieutenant General Masaharu Homma landed on the main northern island of Luzon with two army divisions on 22 December 1941. American General Douglas MacArthur had dispersed his troops and supplies widely and thinly over nine major islands of the Philippine archipelago, and the Japanese were able to land with little opposition. Homma quickly broke through MacArthur's thin defensive line and forced the American and Filipino troops to withdraw and concentrate on the Bataan Peninsula. Because MacArthur had dispersed his supplies widely across the Philippines, his troops were immediately placed on half rations. Homma threw 20,500 Japanese troops into his attack on the defenders of Bataan, and when he pulled back his troops on 24 February he had less than 2,000 left on their feet and many of these were sick. Imperial General Headquarters in Tokyo was furious with Homma. He had unwisely boasted that he would crush all American resistance in the Philippines within forty-five days, and he had squandered a full Japanese army division in the assault on Bataan without defeating the American and Filipino defenders. He was severely reprimanded by Tokyo and demoted by being placed under the overall command of General Yamashita.

When the Japanese renewed their offensive on 3 April 1942 with fresh troops supported by heavy artillery, tanks, and air attack, the survivors on the Bataan Peninsula were so weakened by starvation and disease that they were unable to offer any effective resistance. Trusting to the mercy of the Japanese, the commanding officer on Luzon, Major General Edward King, surrendered his troops on 9 April 1942. Infuriated and humiliated by the lengthy American resistance on Bataan, and the heavy losses they had suffered themselves, Homma and his troops vented their rage on their sick and exhausted prisoners of war whom they subjected to the atrocities of the Bataan Death March and the harsh conditions of Japanese "hell camps".

During the surrender discussions relating to Bataan, General Homma told Major General King that his troops would have to march from Bataan to their place of imprisonment at Camp O'Donnell, a distance of about 100 miles (161 km). General King pointed out to the Japanese commander that his troops had been on half rations since January (i.e. 3 months), and that all were starving and many were sick. He requested permission to drive the prisoners of war to Camp O'Donnell in American army trucks. Still smarting from the rebuke he had received from Imperial General Headquarters in Tokyo and his demotion from overall command in the Philippines, Homma curtly dismissed King's request.

Immediately following the Bataan surrender on 9 April 1942, the prisoners of war were searched. Any prisoner found with Japanese equipment or other souvenirs was immediately killed. The Bataan Death March began at Mariveles on 10 April, and lasted for a week. During this hellish march, sick and starving prisoners were beaten randomly and denied any water. Any prisoner who asked for water was killed on the spot. When the Japanese guards needed a rest, they forced the prisoners to sit in the hot sun without any head covering. Any prisoner who fell behind or collapsed from heat, exhaustion and lack of water, was killed on the spot unless his comrades could carry him. During the week-long march, prisoners were denied food apart from a few handfuls of contaminated rice. At night, the prisoners were packed so tightly into enclosures that they were almost unable to move.

The US Army Center for Military History has estimated that as many as 650 American POWs and between 5,000-10,000 Filipino POWs were murdered by the Japanese during the Bataan Death March. The Japanese were particularly cruel to the Filipinos whom they regarded as American lackeys. Of 20,000 American troops captured by the Japanese in the Philippines, about half died in captivity before the Pacific War ended. Some were murdered swiftly, others were murdered slowly from starvation, sickness and brutal treatment.

After the defeat of Japan in 1945, Lieutenant General Homma was charged as a war criminal for his part in the brutal murders of American and Filipino prisoners of war following their surrender and during the Bataan Death March. He was convicted of war crimes in 1946 and executed.