The Japanese night attack on Midway on 7 December 1941 was limited to naval gunfire from two destroyers because Midway was not a high priority target for the Imperial Japanese Navy at that time. Guam and Wake Island were the high priority targets because their capture would effectively cut the American line of communications between Hawaii and the Philippines.

The Fall of Guam

On 10 December 1942, the five thousand troops of Japan's elite South Seas Detachment stormed ashore on Guam and quickly overcame the three hundred strong Marine garrison that was equipped with no weapons larger than .30 calibre machine guns.

The Japanese assault on Wake Island

The mission to capture Wake Island had been assigned to Vice Admiral Shigeyoshi Inoue's Fourth Fleet, and aircraft from the admiral's base at Kwajalein in the Marshall Islands were on their way to bomb Wake while the attack on Pearl Harbor was underway. Wake had no radar, and the attack took the defenders by surprise. Eight of the Grumman F4F-3 Wildcats of Wake's Marine Fighting Squadron VMF-211 were destroyed on the ground. On 11 December 1942, a Japanese amphibious force comprising cruisers, destroyers and transports attempted a landing on Wake Island which was garrisoned by 450 men of the Marine 1st Defense Battalion. The Japanese force was greeted with a well directed barrage from the Marine 5-inch coastal batteries. The destroyer Hayate was blown apart, and three destroyers, a light cruiser, and a transport were damaged. The strength of the defence caused the shocked Japanese to withdraw hastily, and they suffered further heavy loss, including the loss of another destroyer, when attacked by the remaining four Wildcats of VMF-211. Thereafter, Wake was bombed continuously and effectively from the Japanese base at Kwajalein.

The SB2U-3 Vindicator dive-bomber was already obsolete when eighteen of them were assigned for front-line service with Marine Scout Bombing Squadron 241 (VMSB-241) on Midway. The Marine pilots jokingly called their elderly planes "vibrators". They were slow moving targets for the swarms of deadly Zero fighters that protected the Japanese carrier force that attacked Midway on 4 June 1942.

The Marines on Midway acquire a Scout Bombing Squadron

The defenders of Midway were aware that Wake Island had repulsed a Japanese amphibious invasion and was undergoing continuous air attack. The PBY patrol flying boats of VP-21 had all been withdrawn from Midway, and the daily food ration was reduced in case Midway was cut off from Hawaii. In the expectation that they could also face an amphibious assault, the Marines toiled to strengthen their defences.

On 17 December, the Marines were heartened by the arrival on Midway of the seventeen obsolescent SB2U-3 Vindicator dive-bombers of Marine Scout Bombing Squadron 241 (VMSB-241). This squadron had been aboard Lexington when the Japanese treacherously struck the US Pacific Fleet at Pearl Harbor, and had been diverted with Lexington to hunt for the Japanese carrier force. The seventeen elderly Vindicators were subsequently shepherded from Hickham Field on Oahu across 1,137 miles of open ocean to Midway by a PBY patrol flying boat. First Lieutenant David W. Silvey:

"The men stood on top of their gun emplacement and cheered when the planes droned overhead. They represented a real Christmas present."

The Marine squadron's full complement of eighteen dive-bombers would be achieved with the arrival of an eighteenth Vindicator ten days later.

On Christmas Eve additional welcome reinforcements arrived aboard USS Wright. These were Batteries A and C of the 4th Defense Battalion, Fleet Marine Force, equipped with 5-inch seacoast guns. The new arrivals also brought with them four 7-inch naval guns and four 3-inch naval guns.

The fall of Wake Island provides Midway with a fighter squadron

Wake Island now played a role in bolstering the defences of Midway. The Japanese launched a second and more powerful amphibious assault on Wake Island under cover of darkness on the morning of 23 December 1941. This attack was supported by aircraft from the fleet carriers Soryu and Hiryu. This time the Japanese warships stayed out of range of the Marine batteries, while one thousand Japanese marines in assault barges and patrol boats quietly approached the reefs surrounding Wake. Although two of the larger Japanese landing craft grounded on the reef, the Japanese were able to cross the reef at several places on smaller boats and rafts and establish themselves ashore. With most of his Marines manning seacoast and anti-aircraft guns, and widely scattered machine-gun positions around the lengthy coastlines of the three islands comprising Wake atoll, Marine commander, Major James P. Devereux, had less than one hundred Marines available as infantry to oppose one thousand Japanese troops. The beleaguered Marines were clearly doomed unless reinforcements arrived immediately.

The US Navy had been initially committed to the relief of Wake, and the carriers USS Saratoga and USS Lexington had been assigned to the relief, together with a Marine fighter squadron aboard Saratoga. However, the slow movement of the relieving force and indecision on the part of senior navy officers in Washington and Pearl Harbor permitted the Japanese to land while both American carrier task forces were too far away to lend their powerful assistance to the Marine defenders. When the acting commander of the Pacific Fleet, Vice Admiral William S. Pye, heard that the Japanese had landed on Wake, he decided to abandon the Marines on Wake to their fate. Pye ordered the relief force, including Marine reinforcements aboard the seaplane tender USS Tangier, to withdraw. The recall was greeted with dismay and anger by many on board the American relieving force.

On learning that the relief force had been recalled, the Marines on Wake had no option but to surrender or face annihilation. On 23 December, Wake was surrendered to the Japanese.

Saratoga had been carrying Marine Fighting Squadron 221 (VMF-221), a squadron of fourteen obsolescent F2A-3 Brewster Buffalo fighters that were intended to reinforce the depleted Marine Fighting Squadron 211 (VMF-211) on Wake. On Christmas Day, a welcome gift arrived for the Marines on Midway in the form of these fourteen elderly Buffalo fighters.

On 26 December, the seaplane tender USS Tangier arrived at Midway. Tangier was carrying reinforcements that had been intended for Wake, but were now to be employed to strengthen the defences of Midway. These reinforcements from the 4th Defense Battalion included another seacoast 5-inch battery, twelve anti-aircraft machine-guns, machine-gunners, an aviation support contingent for VMF-221, and badly needed equipment, including radar.

The seaplane tender USS Tangier arrived at Midway on 26 December 1941 with Marines, guns, and equipment that were originally intended to reinforce the Marine garrison on Wake Atoll. When Wake and its Marine garrison were captured by the Japanese, these vital reinforcements were used to bolster the meagre defences of Midway.

At the beginning of 1942, Midway was now garrisoned by the 6th Defense Battalion, with substantial reinforcement from the 4th Defense Battalion, and one fighter and one scout bomber squadron. On Eastern Island the airstrip had now acquired facilities appropriate to a major airbase. Fortunately for pilot morale, the Marines on Midway were unaware that their elderly aircraft lagged far behind the combat performances of their Japanese counterparts, and especially, the nimble Zero fighter.

The Imperial Japanese Navy pays Midway more unwelcome visits

During twilight general quarters on 25 January 1942, the Japanese submarine I-173 quietly surfaced at 1748 hours off the entrance to Brooks Channel (the man-made channel between Sand and Eastern Islands), and opened fire on the radio masts on Sand Island. The submarine was clearly visible from shore in the afterglow from the sun, and the four 3-inch guns of Battery D on the south-eastern shore of Sand Island provided a quick response that bracketed the enemy intruder. Perhaps surprised by the speed and accuracy of the Marine return fire, the Japanese commander crash-dived his submarine at 1751. This brisk three minute action caused no damage on Midway.

The Japanese submarine that had shelled Midway did not escape unscathed. While under way on the surface on the morning of 27 January, I-173 was torpedoed by the American submarine USS Gudgeon.

The Imperial Japanese Navy visited Midway again on 8 February. On this occasion, a submarine surfaced at twilight off the southern shore of Sand Island and began firing at the radio masts. A fast response from the two 5-inch guns of Battery A on the south-western side of Sand Island caused the submarine to break off the action and submerge. Damage ashore was only slight.

Two days later, at twilight on 10 February, a Japanese submarine surfaced off the entrance to Brooks Channel. On this occasion, the Marine Air Group at Midway was prepared and waiting for the intruder. Two Marine Buffalo fighters had been flying the sunset anti-submarine patrol, and were above Midway when the submarine surfaced. The Japanese commander only had time to fire two rounds that splashed harmlessly into the lagoon before his submarine was bombed and strafed by the Marine pilots. The submarine broke off action and crash-dived. The hot receptions provided to unfriendly Japanese visitors were clearly effective. After this last visit, the Marines were afforded a lengthy respite from shelling by Japanese submarines.

The Marines on Midway learn to live underground

The risk of attack from the sea or air at very short notice required the Marines on Midway to adopt and adapt to a largely underground existence. Lieutenant Colonel Robert C. McGlashan, Operations Officer, 6th Defense Battalion:

"(On Midway)…underground living prevailed, except while in contact with the enemy or under attack… Breakfast, supper, and a midnight snack with hot coffee were served to all positions from the central galley in food containers by truck. Since we stood a morning and evening stand-by, there was not time to serve a noon meal during the day, as the process of distributing food to the widely dispersed gun positions by food container and getting them returned and cleaned for the next meal was a lengthy one. All food was prepared at the main galley in the newly completed barracks where the men would also go during the day in increments to bathe. The lack of a noon meal was quite disconcerting to new arrivals, but they soon became accustomed to it.."

All activities away from battle stations had to be carried on during the day, and after the evening stand-by, everyone went underground for the night except for the men on watch above ground. Sleeping underground has its good points as it is quiet, there is no early sun to bother one after a night on watch, and there is a great feeling of security from surprise submarine attack. It is true that the dugouts were often hot in the summer months and cold in winter, and at first were much too crowded and lacked proper ventilation, but by and large it was a very pleasant existence."

Marine Fighing Squadron 221 sees its first air combat

On 1 March 1942, the two Marine squadrons on Midway and their headquarters were reorganised and renamed Marine Air Group 22. No additional aircraft were assigned to MAG-22 which, for operational purposes, still comprised one scout bomber squadron (VMSB-241) and one fighter squadron (VMF-221). On 20 April, Major Lofton R. Henderson arrived on Midway to take command of the scout bombers of VMSB-241.

On 10 March, pilots of VMF-221 saw their first air combat when radar detected an enemy intruder approximately forty-five miles west of Midway. Twelve Buffalo fighters under Captain Robert M. Haynes were vectored out to intercept the intruder which turned out to be a Japanese four-engined Kawanishi 97 "Mavis" patrol flying boat. The Japanese aircraft had almost certainly come from Wake Island. After several firing passes by Marine pilots, the Japanese flying boat fell into the sea. One American pilot was wounded in the engagement.

Apart from being the first enemy aircraft shot down by VMF-221, this action has particular historical significance. It is very likely that this was the Japanese flying boat that had been assigned to carry out a photographic reconnaissance of Midway to provide intelligence for the major Japanese assault on Midway planned for early June 1942. The Marines would first learn that they were the intended target of a major Japanese amphibious operation when the Commander in Chief of the Pacific Fleet, Admiral Chester W. Nimitz, paid them a personal visit on 2 May 1942.

The US Army Air Corps provides a very unusual addition to the defences of Midway

On 29 May 1942, the US Marines on Midway were further cheered by the arrival of a very unusual addition to their meagre strike potential. Four US Army Air Corps B-26 Marauder twin-engine medium bombers landed on the Eastern Island airstrip. Each of these normally sleek aircraft had a 1,000-pound torpedo slung beneath the fuselage, and as each bomber made its ungainly way to a dispersal bay, it was obvious to the watching Marines that there was very little clearance between the lethal "eggs" carried by these Army birds and the runway. This was a unique moment in the history of the US Army Air Corps. Never before had the Army Air Corps sent a bomber into combat with a torpedo slung beneath it; and it would never happen again after the Battle of Midway. The fact that this happened at Midway in June 1942 was mute testimony to the need for desperate measures to confront the the looming threat from a very powerful enemy who gave no quarter, and expected none.

The flight of four torpedo equipped B-26 Marauders was led by Captain James J. Collins. Jim Collins was assigned to the 69th Squadron, 38th Bombarment Group. This squadron had been bound for service in Australia, when the pressing need to reinforce the defences of Midway caused four of the Marauders to be detached from the squadron at Hawaii and jury-rigged to carry torpedoes. The pilots and aircrews of the four Marauders had effectively drawn "short straws". At this stage of the war, with the United States Navy equipped only with obsolescent Navy Devastator torpedo bombers, aerial torpedo bombing of a defended Japanese carrier group was widely regarded as a form of air combat verging on suicidal. None of the Army bombers was expected to survive this attack on Japanese carriers defended by deadly Zero fighters. After the briefest of instruction in aerial torpedo bombing by the US Navy, the four B-26 Marauders had taken off for Midway on 29 May with a torpedo slung beneath each bomber.

None of the Army pilots had had been given the opportunity to practise dropping a torpedo before embarking on the 1,200 mile journey to Midway!