War and Remembrance (1988–…): Season 1, Episode 3 - Part 3 - full transcript

The Henrys have a family reunion of sorts when Pug and Byron join Warren and Janice to celebrate their wedding anniversary. They are joined by Pamela Tudsbury and her father who managed to leave Singapore before it fell to the Japanese. Byron applies for a transfer to the Atlantic submarine force after he learns that his wife Natalie and her uncle Aaron Jastrow were not evacuated from Italy with other Americans. Pug and Warren soon depart on their respective ships headed for the Battle of Midway. Pug has a relatively minor contribution compared to son Warren who flies several successful sorties. Natalie and her uncle have a plan to escape the clutches of the Germans. Rhoda Henry travels to Los Angeles to see daughter Madeline and son Byron who have just arrived. She also sees Pamela Tudsbury who has something to tell her.

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The captain of the yard -
Warrenton -

wasn't he your classmate?

Yes, he was.

You saw the Yorktown's
damage report

after she got smashed up
in the Coral sea.

Can that classmate of yours
put her back to sea in 72 hours?

He's going to have to.
Nimitz has ordered it.

Well, if anyone can, Harry can,

but it's bound to be
one hell of a patch job.

I'm afraid so, but three carriers
instead of two

will increase our
striking force by 50%,

which we'll soon need.


You're looking pretty
handsome there, sport.

Thank you.

Oh, him.

Want a beer?


So Aster's got command now.

That's right.

It's no more Lady.
It's Captain, sir!

I don't like him.

Why not?

Because he thinks he's
God's gift to women

the way he goes around grinning
like the Phantom of the Opera.

I'm going to tell him
you said that.

Don't you dare.

It's time for little Vic's nap.

Come on, honey.

Oh. You've got him spoiled now.

Come on.


Give daddy a kiss.



Look alive!

Dad and Admiral Spruance
are rounding

the Smith's terrace full steam.


When they make port,
they usually hike here together.

Come on.
It's got to be five miles.

Right, and know what he does?

He has glass of water
and hikes right back.

You got to be kidding.

Guess he likes the exercise.

As you were, gentlemen.

Byron, hey.

Hi, Dad.

This is my submariner, Admiral.

I haven't seen him
since Thanksgiving.


Warren, good to see you.

Nice cold glass of water, Sir?

Thank you, Janice.
You're a gracious hostess.

My son's a submariner, also.

He's out on the Tambor now.

How's your hunting been?

Two confirmed sinking's,
sir, 11,000 tons.


You're ahead of the Tambor.

Well, thank you, Janice.

I'll have to be getting
back down the hill now.

Byron or Warren
can give you a lift.

That won't be necessary.

Uh... Henry.


Good luck.

Thank you, Sir.


It's good both your boys
are in port together.

Spend all the time
you can with them.

I intend to, sir, but I've
got a lot to do on my ship.

This is for your
information only.

The Japanese are heading East.

They're going to hit
Midway island.

Obviously, a Japanese base 1,000
miles from Hawaii is unacceptable,

so Nimitz is sending
everything we have up there.

We're about to fight
our biggest battle.

Intelligence is that certain?

We've penetrated Jap codes.

Now, we'll be
vastly outnumbered,

but we may be able
to achieve surprise.

One other thing.

I don't know if you know,

but Bill Halsey is in
Cincpac Hospital.

It's nothing serious,
but he won't fight this battle.

He's recommended
to Admiral Nimitz

that I assume command
of Task Force 16.

I'm sorry to hear about Halsey,

but congratulations, Admiral.


Henry, uh...

Well, as I say,

spend some time with
your sons while you can.

I will, sir.

You're a little jumpy today.

Okay, you know what I mean?

Where's Sweden?

You committed right there.

No, I didn't.

Come on.

You missed.

You're jumping. Come on.

Is any beer left,
or have you two soaked it all up?

I got great news.

Natalie's coming home on a boat
from Lisbon.

That's wonderful.

I got a cable from Jan's dad.

I'm trying to confirm it.

Warren thinks I shouldn't
transfer to Sublant

because the glory's
in the Pacific.

I never mentioned glory.

I said subs carry
the fight in this war.

It's a chance to take
a hand in history.

What else is glory?

What do you think?

You ought to take
your transfer and go.

This Pacific War will
last a long time.

You'll have plenty
of time to get history.

You've never seen your son.

What are you grinning about?

You surprised me. That's all.

This calls for a celebration -
Natalie coming home.

When did we last
all get together?

Your wedding? Right.

We should have
an anniversary party.

I'm for a champagne dinner
tomorrow at the Moana.

I'm in. Janice will love it.

Dad, phone for you!
And guess who?

Alistair Tudsbury!

He's calling from the Moana
right here in Hawaii.

[Singing in Hawaiian]

Pug Henry, by jove!

Ha ha! Late of London,
Berlin, and Moscow.

How are you?

Yank, you're in with us now
up to your neck, to death.

That we are.

None too soon. None too soon.

Do you remember my
daughter Pamela?

Or had you forgotten her?

Nice to see you again.

Hello, there.

I'd like you to meet my son
Lieutenant Byron Henry.

Alistair Tudsbury.

How do you do, Sir?

Miss Pamela Tudsbury.


Oh, Pug Henry, all alone
with the troubles of the world

on your manly phiz?

Hello, Talky.
Enjoying your party?

Oh, bloody waste of an afternoon.

Is your son's anniversary dinner
still laid on for tonight?

Still laid on. How's your eye?

Trifle irritation.
Small scar of battle.

I'm hoping to get the patch off

when I've checked at your
naval hospital this afternoon,

after I've interviewed Nimitz.

You sure he'll see you?

These boys are never
too busy to talk to me.

If I'd been at Waterloo,

Napoleon would've talked
to me on horseback

when he was fleeing, no matter
how much his piles were hurting.

I've just been thinking
about Napoleon.

The ball in Brussels
before the battle.

Yes, but at the moment,

one doesn't hear the thunder of
approaching cannon, or does one?

None I know of.


Something's brewing up on this
island, something tremendous.

Tell me what you know.

Sorry, I can't help you.

How do you think Pam's looking?

Sort of tired.

She's had a rough time,
but she'll snap out of it.

She's very resilient.

I suppose I'd better drivel a bit more
with General Richardson.

Terrible stick.

He was a famous trumpet man
from out Chicago way

he had a boogie sound
no one else could play

he was top man at his craft
but then his number came up

and he was gone with the draft

he's in the army now blowing revelry

he's the boogie-woogie bugle boy
of company "B"

they made him blow a
bugle for his uncle Sam

It really brought him down
because he couldn't jam

the captain seemed to understand
he was an excellent cap

went out an rapped to the band
and now the company jumps

when he plays revelry

he's the boogie-woogie
bugle boy of company "B"


Put it down.

Oh, it's lovely.

Dad, it's lovely. Thank you.

It's my pleasure, Janice.

Now, what the devil
is keeping Byron?

Don't worry about Byron.

He'll turn up sooner or later.

Let's go, anniversary girl.

Tonight's your night.

What time do the
festivities close down?

The curfew is at 10:30.

It has teeth in it.

Come to our suite,
will you, Victor, afterward?

Okay, but just for a minute.

I've got a conference later.

My orders to sublant, Captain.

I need your signature.

You were reconsidering.

You said you'd sign them, Lady.

They're not on that boat.

The Italians detained
her and Jastrow in Siena.


The other Americans
are on their way, but not them.

Did state say why?

Yeah. Some garbage about
Italian journalists in Rio.

What are you waiting for?
Sign them.

This will straighten itself out.

She'll be on the next boat.

Lady, sign them.

I think you're
making a big mistake.

Just sign them.

I'm flying to San Francisco.

I'll need a ride
to N.A.T.S. At 2130.

Small matter of air priority.

I've got air priority, class one.

Byron does these things.

He has two gaits -

the crawl of a snail
and the speed of light in a vacuum.

About time you showed up.

Can I borrow your
wife for a dance?

Bring her back in one piece.

They'll pour me onto that plane.

Let's show them how it's done.

What's going on?

I'm signing Byron's
sublant orders.

Natalie and the baby
have been detained in Italy.

But I thought -

That's all I know.

Warren, why don't
you pull up a chair?

Sit next to the commander.

They can talk to me about
their exciting exploits.

The folks at home love hearing
about young American heroes.

What's it feel like on the bottom
when you're submerged,

and depth-charges
are coming at you?

I haven't had the thrill yet.

Commander Aster can give
you a better rundown.

Yes, I imagine so.

I'm sure his dive-bombers

have figured out how to attack
under water.

Let's hear it all.

Then, Warren, you can
tell me your exploits.

What's the most exciting
underwater experience?

Did you, by any chance,

get a letter I sent
from here months ago?

No. I've never had
a letter from you.

I got one from you.

Did that actually reach you?

Written in another epoch,
wasn't it?

I was very glad to get it.

How's your wife?

She's asked me for a divorce.

How could she?

You haven't given her any cause.

She claims to have fallen
in love with someone else.

How ghastly for you.

She's since expressed some
regret about it, more or less.

It's sort of all up in the air.

Do your sons know?


I was sorry to hear
you lost your battleship.

How long will you and your
father be in Honolulu?

I'm not sure.

We're running out of time.

Let's crack that champagne.

Never mind. I'll do it.

Dad, this is your show.

How's for the first toast?



Let's all raise our glasses.

Janice, to you.
Many happy returns.

Warren, happy hunting.

To Mom.

Hear! Hear!

And Madeline.

And to Natalie and her baby
and their safe return.

She's not on the boat.

Oh, Byron, I'm so sorry.

They're going to be just fine.


No one will ever know
how much I owe this girl.

I've dragged her
through fire and water.

She's never faltered,
never complained.

Pamela, get me a brandy,
will you?

Victor, I'm going
to ask you again,

what is happening
on this island?

What major military
operation is planned?

Damn it, Victor.
I'm a friend of yours.

I'm a friend of your country's.

Talky, go to bed.

I beg your pardon.

You've had a long day.
Go to bed.

I want to talk to Victor.

So do I.

You're very hard on me, Pamela.

Very hard.

Go to bed.

You know perfectly well
Victor won't tell you anything.

I suppose you're right.

Very well.

Good night, Victor.

Good night, Talky.


pleasant dreams.

He's such a small boy.

We can talk in my room.

It's not as luxurious
as Talky's suite, I'm afraid,

but then, I wasn't
expecting to entertain.

Well... this is a big surprise.


I made my feelings
clear in Moscow.

I thought it was over,
the way you were acting.

Your sons were right there.

I thought you liked young Aster.

He was handy.

I had to do something
to take my eyes off you.

Now what's this about
a conference tonight?

I have to leave
in a few minutes.


Can we see each other tomorrow?

The fleet sails in the morning.


There's never time, is there?

I should've looked you up
the instant we arrived.

I wasn't sure what you felt.

It's been six months.

What was in that
letter you sent me?

I was ending it,
giving you up.

Look I'm here,
and if you want me to stay, I will.

I want to.

I love you.
To me, you're life itself.

If you want me to go, I'll go,
but you must say.

I can't continue like this.

Pam, I'm too old for you.



Here's where I'll be
when you get back.

I put a month's hold
on it yesterday.

When will you get back,
do you know?

I'm telling you alone.

We're heading out
to one hell of a battle.

The odds are against us.

Right now, I'm going over
to Admiral Nimitz' headquarters.

I love you, Victor.

I'll never change.

When you come back, and you will,
I'll be here.

With the Philippines
lost to the Japanese

and British and Chinese
forces routed in Burma,

General Joseph Stilwell,
the American commander

of Chiang Kal-Shek's
Chinese Armies,

said from Imphal,
India, this morning,

after a 140-mlle retreat
through the Burmese jungle,

"we've taken
a hell of a beating."

On the other side of the world,
in Cairo,

the British command reports
heavy German bombings...

Appetite's fine this morning,

Food's fine,
much better than that war news.


Hi, Dad.

If you're too busy for me,
say so.

Not at all.

Just catching up on the news.

... Red Army defenders
in the Kharkov area.

Kremlin sources fear that
up to 200,000 soviet troops

may have been
killed or captured.

Closer to home...

Turn that off, will you?

Did you ever get to Kharkov?

No. The Germans held it
when I was in Moscow.

Have something to eat.

No, thanks. Janice just
gave me the royal sendoff -

steak and eggs for breakfast.

Byron get away all right?

He's in San Francisco by now,

probably with
a historic hangover.

Dad, it's Midway, isn't it,

and the whole damned Jap fleet?

Where did you hear that?

Guy on Halsey's staff.

I'm sorry to hear that
Halsey's staff is a sieve.

What about Admiral Spruance?

You've been steaming around
with him for months.

What about him?

Battleship man,
war college type,

not even qualified in
aviation like Halsey.

You can't shoot off dive
bombers like 16-inch shells.

They have to come back.

Admirals seem to have
trouble remembering that.

Admiral Spruance will remember.

I'm glad to hear you say that.

Look, it's, uh... 0814 now.

I'm underway at 0900.

Do you want to go back
to Ford island on my gig?

In a minute.

I, uh...

Got this -
just a little financial dope.

I was going to give it
to Byron, but he's gone.

Janice is a smart girl,

but arithmetic
throws her for a loop.

Look, Dad... when I'm
coming back from a strike,

I'll make a pass over
the North Hampton

and waggle my wings.

If I don't,
it won't mean anything.

I may be in formation
or something, but...

I'll try and do it.

I understand perfectly.

That'll be fine,
but I won't count on it.

I missed Mom and Madeline
at that party last night.

There will be more
family reunions, Warren.

Dad, don't worry.

I'm going to do all right.

I know you are.

Good hunting.

Request permission
to leave the ship, Sir.

Permission granted, Sir.

Shove off.

June 3, 1942, 1800 hours,
and the whole might

of the Japanese combined fleet
is rapidly closing on Midway island,

but the capture of 2,000 acres
of Pacific coral and sand

is not their only mission.

Perhaps even more important

is their plan to lure out
and annihilate the remnants

of the severely weakened
U.S. Pacific fleet.

In overall tactical command

is Japan's most brilliant
naval strategist,

Admiral Isoroku Yamamoto,

with 11 of the mightiest
battleships afloat.

Spearheading the attack
300 miles closer to Midway

is the carrier strike force

with its four battle-seasoned
fleet carriers.

In command aboard flagship Akagi
is Vice Admiral Chulchi Nagumo.

Latest intelligence from Tokyo

assures him that there
is still no evidence

of an enemy task force
anywhere in the vicinity.

Secure in that belief,

he will launch his attack as dawn
breaks on the morning of the 4th.

And so...

Heavily outnumbered
28 United States warships

to the Japanese 88,

with their only chance of victory
total surprise,

the United States
fleet lies in ambush

some 325 miles northeast of Midway,
awaiting the hour of battle.

It's going to be a long night
for our pilots over there.

It's going to be
a longer day tomorrow.

Enjoying the moonlight, Warren?

Commander McClusky.

You okay?

Yeah, I'm fine.

You know
what I was just thinking?


There's no place I'd rather be
right now than right here,

getting ready to fly
against the Japs tomorrow.


Well, ask a silly question...


That's got to be
the biggest show on earth.


Flight 92 reporting.

Enemy carriers.

Two carriers.

Two battleships.

Bearing from Midway, 320 degrees.

Distance, 180 miles.

Course, 135 degrees.

Speed, 25 knots.

Dog, love.

Ah, God love that lad.

Got them in our
cross hairs, Admiral.

I'll make it...

175 miles.

Launch the attack,
please, Captain.

Sir, we've received no orders from
Admiral Fletcher to launch planes.

We will. Get moving.


Yes, sir.

That's an absolute outside range
for our torpedo bombers.

The plain fact is, sir...

they won't get back.

Very well.

Let's put out a new
fleet course, Captain,

closing with the enemy
at full speed.

Meanwhile, the Enterprise
and the Hornet

will make all preparations
for launch.

Aye, sir.

Thank you, Commander.

Yes, Sir.

He's changing it.

175! 175!

Yeah! Whoo!

Eugene E. Lindsey,
Commander, Torpedo Six.

Well, it won't be
too much longer now.

Under 170 miles.

I figure we'll close to 130.

That's still tight for our group,
but this is for keeps.

We got to get the drop
on the little bastards.

If they'll just get us to 130...

Let's hope so.

[Alarm sounds]


Yes? Oh, thank you.

Gentlemen, Midway
is under attack.

Present range to target,

I'll call it 153 miles, sir.

Launch planes, Captain.

Sir, it's still extreme range
for our torpedo squadrons.

I know that,
but it is absolutely vital

that we hit them
with that first surprise blow

and with everything we've got.

Unfortunately, that calls
for the ultimate risk,

but it is exactly
what we must do.

Sir, we still don't know
their other carriers' location.

No, but Midway is reporting
very heavy air attack,

so I'm gambling that
that sighting report was wrong

and that Jap carriers
are all there together.

Flag shelter.

Launch aircraft.

God help those brave young men.

Good luck, Gene.

Give 'em hell.

Good hunting, Warren.

Might as well relax, Cornett.

It'll be a while
before the rest are up.

The first Japanese strike
on Midway island has ended,

and the American Garrison
has been hit hard.

Only the bombers
and torpedo planes,

which scrambled
before the attack,

and the Midway airstrip itself
survive the pounding.

For this reason,

the returning Japanese
attack squadrons

radio ahead that there is a need
for a second strike.

A tough decision.

Nagumo already has a group
of torpedo planes on deck

armed and ready to torpedo
any American warships

that may surprise him.

They will now have to be rearmed
with bombs to hit land targets,

but his intelligence still reports
no American vessels in the area.

So Nagumo decides -
remove all torpedoes.

Rearm with bombs
for the second strike on Midway.

It is a decision
on which the entire battle will turn.

What do you think
they're doing down there?

Will them fighters and torpedo
planes ever get airborne?

When are we going
after them Japs?

We all go together, Cornett.

Coordinated attack, remember?

These launchings
are going slow, Captain.

Those dive bombers have almost
burned up an hour's fuel.

Bandit! Starboard quarter!

Bearing, 165!

Range, 6 miles!

Flash the Enterprise, Jim.

''Urgent. Sighted enemy
cruiser scout plane.''

Aye, aye, sir.

Admiral, the North Hampton's
spotted a Japanese search plane.

Radar confirms the bogie,

and we're getting strong voice
transmissions in Japanese.

He's sending a sighting report.
That's for sure.

I see.

Obviously, our edge of surprise
is rapidly melting away.

How long before those
fighters are airborne?

We're having a problem
with elevator number three.

No further contact
with Admiral Fletcher?

No, sir.

The Yorktown's still
below the horizon.

Meanwhile, as Nagumo continues
to rearm for the second strike,

a scout plane slighting
report is delivered -

"10 enemy ships some
200 miles to the east,

heading southeast,

appear to be accompanied
by one aircraft carrier."

And so, with a carrier
threat to his flank,

a second strike against Midway
is suddenly out of the question.

The moment of ultimate
decision has arrived.

Shall Nagumo wait
for his returning planes

to launch an all-out
attack coordinated

against the American carrier
or strike at once with what he has?

At this moment, the Midway
strike planes begin to arrive,

low on fuel,
some shot-up and in distress,

demanding to land
on the cluttered carrier decks.

He makes his decision.

Clear all carrier decks.

Recover, refuel, and rearm
all planes from Midway.

Close the enemy at full speed

and hit him in a coordinated attack
with all massed air might.

All this will take precious time
that will prove crucial

to the outcome of the battle.

[Alarm sounds]

Turned into the wind this way,

we're rapidly moving
away from the enemy.

Wouldn't you agree, Captain?

Yes, sir.

Send the dive
bombers on their way.

Without fighter cover, sir?

Without fighter cover.

We cannot afford the luxury
of this leisurely launch.

We have to forget about
a coordinated attack.

Squadrons will proceed to the target
as and when airborne.

Signal Commander McClusky

to attack the enemy
carriers immediately.

Aye, sir.

This is flag shelter.

Release opening
aircraft for strike.

McClusky's going to need
all the help he can get.

So will he.

Well, old Dad, there you are

sitting way down there,
and here I go.

0912 hours.

As the enterprise dive bombers
reach the intercept point,

they find no trace of the enemy.

Where in hell are the Japs,
Mr. Henry?

I don't know,

but I sure hope
the Hornet and Yorktown

are doing better than we are.

And although the Yorktown
has finally launched,

she has sent up
only half her planes.

The Hornet
dive bombers and fighters

are already out of lt.

Low on fuel,
they're heading home.

Many will splash in the sea
with empty fuel tanks.

But there is still
one wild card remaining

in this all but played-out game.

The three slow American
torpedo squadrons

operating separately in a random
and quite unplanned way,

they are the ones
who will finally find the enemy.

First to come upon
Nagumo's strike force

are the 15 devastator
torpedo bombers from the Hornet

almost immediately followed
by the two squadrons

from the Enterprise
and the Yorktown.

[Bugles signal air raid]


looks like we finally
found something -

a Jap destroyer.

What do you figure we're doing?

I figure we're following it.

That destroyer
showed us the way.

We found the bastards.

Squadron, descend to 10,000.

Prepare to attack.

Say, where the heck are the zeros?

Are you complaining?

Oh, no, sir, Mr. Henry.

Just you drop that
egg in there, sir.

I'm going to try.

You want to know
where the zeros are?

Take a look below.

The battle of the torpedo
squadrons is almost over.

Without fighter escort,

the slow-moving torpedo
planes are easy prey.

Not one American torpedo
will find a Japanese ship,

and in less than 40 minutes
of actual combat time,

35 of the 41 attacking planes
will be lost,

and 68 courageous young flyers,
including Eugene E. Lindsey,

Commander, Torpedo Six.

Okay, one squadron to one carrier.

Scouting six,
take the rear flat top.

Bombing six,

that second one is your baby.

We're going in.

Here we go.

1025 hours.

The Enterprise dive
bombers attack the Akagi.

Then moments later,
the Yorktown dive bombers,

launching a whole hour
after the Enterprise, hit the Soryu.

It is a perfectly
coordinated attack.

It is a freak accident.

What was not an accident

was the willingness
of the torpedo plane squadrons

to go in against hopeless odds,

thereby clearing the skies of zeros
for the dive bombers-

the extra ounce
of martial weight

that in the next
few decisive minutes

will tip the balance of history.


You did it, Mr. Henry!

You did it!

Zero at 8:00 up, closing in.

He's making a run on us!



The annals of military conflict
show no equal

to the world-historical
five minutes of Midway.

Between 1025 hours and 1030 hours,

on this fateful morning
of June 4, 1942,

three Japanese carriers,

with their full
complements of aircraft,

are reduced to smoking flotsam.

In these five explosive minutes,

Japan's world
status is shattered,

though she will have to suffer
three more years of defeat

and final atomic-blast horror
before she will accept this fact.

That's 12 of them, sir.

Dauntless off the port bow!

Warren, you were great!

Thanks, Sammy.


Right fair amount of holes.

How did you get her back,
Mr. Henry?

Somebody up there likes me.

Now here this...
stand by to launch fighters.

Repeat -
stand by to launch fighters.

We better get below.

Seems we got company.

Right, Mr. Henry.

How's it going, Ben?

Any action?

Fire control reports
a mess of bogies

heading for the Yorktown,

out there past the Hornet.

Yorktown reports three bomb hits -

heavy damage below decks.

All gun crews, attention...

Planes approaching
on the port quarter are friendly.

They're returning Yorktown aircraft

low on fuel and requesting
emergency landing.

The Yorktown's been hit.

Stand by
to take planes on board.

Warren! That was hell of a shot,

Listen, everybody's having
arguments in here

about what exactly
happened out there.

No doubt you take the credit
for that biggest flat top.

Everybody who made it back
saw it.

How many didn't make it back?

10 of our squadron
unaccounted for so far.

Hey, some of those guys
could be floating

in the drink though, right?

McClusky made it back.

Shot up, but back.

Yeah, I heard.

Looks like Gallaher's
gonna be taking over.

Henry, you're wanted in air ops
on the double.

I'll debrief you
when you get back.

Henry, this is Shumway,

Yorktown's bomber squadron exec.

Shumway's just itching
to get at that fourth Jap carrier.

I want that son of a bitch
that plastered the Yorktown.

That's what we're doing.

Search planes
are out looking for it now.

You heard about McClusky.

Something else.

My exec is missing.

Instant promotion, Henry.

You're next in line.

You're it.

Yes, sir.

I want you to scratch together
a bombing squadron at once.

What's left of bombing six,
scouting six,

and the rest of the guys
from the Yorktown.

Shumway will be your
operations officer.

Yorktown's damage control people
are doing one hell of a job,

but right now hell it's up to us.

Commander Gallaher,
Captain Browning wants you

on Admiral Spruance's
flag shelter immediately.

All right, you guys, get to work.

I want to see an attack plan
when I get back from flag country.

Warren, great hit you got.

Thank you, sir.

1400 hours.

The Japanese strike
the Yorktown again,

this time two more squadrons from
their last remaining carrier, the Erle.

Okay, let's settle down.

Everybody take a seat.

Captain of the Yorktown
has given the order to abandon ship.

Admiral Fletcher's transferring
his flag to the Astoria.

That's the bad news.

The good news is
the Yorktown search planes

have spotted the fourth Jap carrier.

Yeah! The attack is on.

We've got a chance to give it
right back to the bastards.

We're mostly new to each other.

I've heard arguments
about who got hits

on those carriers this morning
and who didn't.

I don't want to hear
any more of it.

It's our tails if we don't
operate together like buddies.

If you have a problem,
save it for the Japs.


Yes, sir!

Lieutenant Shumway will give
you the attack plan.

Okay, this time out,

there will be no torpedo planes
or fighters to wait for.

All right! Yeah!

Sounds like they got her, sir.

I'd say we won
the first of this fight.

640 miles northwest
of the American Carrier Force,

with the only Japanese warships
that still remain undetected,

fleet Admiral Yamamoto's
mighty battle line

has been smashing grimly
eastward since mid-afternoon

in hopes of counter ambushing
and annihilating the remaining

American Naval forces,

but his desperate gambit
depends on one thing -

the American fleet steaming

in hot pursuit of the wounded
Japanese carrier Force.

Westward into Yamamoto's trap.

Wait till you hear this.

Gentlemen, let's relax
here flag sheltermen.

Admiral, from Admiral Fletcher
on the Historian.

Read it, please.

''I have no instructions for you.

I will conform to your movements.''

Very well.

They probably figured we can't fight
the battle from the cruiser.

Captain, after we recover
all our aircraft,

we will retire eastward -

Retire, Admiral?

Yes, retire, Captain.

Put me someplace where I can deal
with the enemy in the morning,

if he's still threatening Midway.

Yes, sir.

What's wrong, Captain.

We just received orders to retreat.



Retreat from a beaten foe.

And so the United States fleet
will turn eastward,

away from the powerful,
advancing Japanese force.

Then as 3:00 a.m. Passes and there
is still no sign of the enemy,

though unable to believe
that the Americans

have not come out in pursuit,

Yamamoto must now
reluctantly turn back.

His only hope remaining
that with daybreak,

the enemy will finally come out
and pursue.

Pete, what are you doing up?

Couldn't sleep.

Me, either.

Any of the other guys around.

Nobody's going to sleep
too well tonight, let me tell you.

The guys have gone down to the
Ward room - they're chowing down.

No news?

News is we got a gutless Admiral.

News is we're retreating.
Didn't you hear?

What are you talking about?

You didn't hear?

All hell's broken loose
up in flag country.

Word in the Ward room
is that Spruance

could get court-martialed for this.

He must have some reason.

He has no stomach for fighting.
That's his reason.

The staff could hardly
get him to launch today.

Word is if Browning wasn't around,
we'd still be on that deck.

The Japanese
would've creamed us, Warren.

Why did Halsey have to come down
with the crud?

Will you tell me that, please?

Look, we did get
four of their carriers.

Maybe he wants to quit
while he's ahead.

That's not bad poker.

The guy's blowing our chances
of destroying the Japanese fleet,

you know that, Warren.

Maybe tomorrow the Japs will
want to take on Midway.

We'll have another big day.

Best thing you do right now
is get some sleep.

Hey, let the brass worry about
where we're going and why.

Come on.

I'll head down to the Ward room,

see if those chow hounds
left anything behind.

Hey, Warren...

Tell me,
what did it feel like

when you dropped
that bomb down there?

I mean, I missed two today
by a country mile.

It's a great feeling.

Nothing like it,
but I'll tell you something.

On that long flight back,

I got to thinking
about those Japs burning up -

planes going up like firecrackers,
everybody drowning.

I thought to myself,

we get paid to do some
damn strange things in this Navy.

I'll see you later.

High noon, no attach order yet.

This is like peacetime steaming.

Okay, if I hang for it,

I'm going to have it out with him.



May I say something, sir?


I feel I must point out

that our aviators have been up
since 3:00 a.m.

And in their ready room
since 10:00 a.m.,

yet no air operations
are scheduled.

We're not even in pursuit.

I'm aware of that, Captain.

Do you have a suggestion?

The staff recommends
an urgent launch

of a search-and-destroy
mission, Admiral,

while there's enough daylight
left for combat.

Well where would we send them?

I still have no clear idea where
the enemy headed last night.

You've had contact reports
all morning

from the Midway search planes.

Very dubious reports.
They jump all over the chart.

And I still don't have confirmation

that those carriers
we damaged are sunk.

Sir, our boys are losing
their fighting edge.

It was bad enough
when we had the enemy running

and we turned
the opposite direction.

That's a hard maneuver for young
fighting men to understand.

Captain, would you mind stepping
out on the bridge with me, please?

Aye, sir.

I thank you for your opinion,

but this force is not leaving
Midway unguarded

until I know the Japanese
are out of airstrike range.

I won't conduct any air operations

until I have hard knowledge
of where the enemy is.

I won't take unnecessary risks

with anymore of my surviving
aircraft or my surviving pilots.

May I speak candidly, Admiral?

Why not?

Admiral Halsey
doesn't operate this way.

He acts on staff recommendations.

Well, that may be,

but then Bull Halsey
wasn't out there yesterday.

Captain, when Cincpac approved me
as replacement for Admiral Halsey,

I assumed that his staff
would be competent -

that you would conduct combat
operations with reasonable skill.

I don't understand the implication,

Well, I'll spell it out for you then.

Perhaps you've forgotten in
the fine flush of our good fortune

that yesterday's operations began
with a bungled first launch.

They were further complicated
by wrong estimates of the enemy's

movements and by
gross miscalculation

of our aircraft recovery point.

My God! Fuel exhaustion
splashed more of our aircraft

than the Japanese did.

Because of that
bungled first launch,

I had to send out three
torpedo squadrons

unescorted to be slaughtered.

Those were staff's
contributions to victory.

Admiral Spruance, we still left
four Jap carriers

dead in the water and burning.

Only because of the heroism
of our aviators.

Let's not take credit
for their valor.

No, Captain, whatever we
accomplished out there yesterday

was in spite of staff,

and by anybody's standards
has to be attributed to sheer luck.

Uh... My point...

My point, Admiral...

is that sunsets do not wait.

If we don't launch soon,
a whole day will have passed

without this force having taken
one aggressive action.

That may take some explaining,
Admiral, back at Pearl Harbor,

not to mention Washington.

It may indeed, Captain,
and that is my responsibility.

Pardon me,
this just came in from Midway.

Thank you, Commander.

It's a bomber's report.

The Japanese are out of air
strike range of Midway.

''They're retreating westerly,
escorting a smoking carrier.''

Now I have a hard target.

You may prepare and execute
an attack plan, Captain Browning.

Sit down, Warren.

Had a chance to plot
that new attack plan?

Yes, sir, I have.

What do you think?

It's a plan for a swim meet.

You know Admiral Spruance
don't you?

My father does.

Good enough.

Might just talk to the Captain.

He'll run interference for us.

[Knock on door]

Come in.

Well, what have we here?

Miles, Commander McClusky
would like a word with you

about the staff's attack plan.

Go ahead.

It will splash every dive
bomber left on the Enterprise.

Don't be ridiculous.

I okay'd this plan myself.

I'm sorry, Captain,
but the numbers don't add up.

With 500 pound bombs, the fuel
factors are totally out of whack,

and you're calling
for 1,000 pounders.

There's no margin for gas
consumption in combat.

That's about enough, Commander.

Maybe it's a good idea having
the staff recheck those numbers.

There's nothing to recheck.

This plan's an order.

If your pilots
don't botch their navigation,

they're won't be any splashes.

Sir, my group won't fly
under these orders,

even if I'm court martialed.

That's exactly what it will mean.


What's the matter?

Insubordination, Admiral.

McClusky here refuses to obey
a direct order.

It's a one-way mission, Admiral.

With this plan,
my aviators don't make it back.

He's right, Admiral.

You tell me, Gentlemen...

what is the meaning
of this temerity?

Don't you suppose the staff
has worked out this plan

with the utmost care?

Mr. Henry?

Admiral, the staff isn't
flying this mission.

That's an insubordinate
response, Mister.

Don't you think your father
in your place

would carry out his orders,

which is jump in his plane
and do as he's told?

Yes, sir.

But if asked as you're asking me,

he'd mention you wouldn't
see your aircraft again,

because you won't.

All right.

I'll do what you pilots want.


Commander McClusky, would you
call air operations, please?

Let's have a revised plan.

Aye-aye, Admiral.

Thank you, sir.


God damn It!

Isn't somebody going to get
that little son-of-a-bitch?

Never seen so much AA from
something that small.

Get him! Get him now!

Sounds like the Japanese
Skipper knows what he's doing.

When they couldn't find that
crippled carrier,

they should've
come right on back.

All right, squadron,
let's forget lt.

Let the little squirt go.

Form up, form up.

We're running out of daylight.

Let's get out of here.

I heard the boys were coming back.


Admiral, those pilots haven't
been trained in night landings.

So McClusky informed me.

Let's go to flag plot.

It's going to be dark
in half an hour, Mr. Henry.

I know, Cornett.

Just how the hell we ever
going to get back aboard?

I don't know.

Maybe when we get there,

Admiral Spruance will pull us
in with a big skyhook.

[Telephone rings]

Flag bridge.

Admiral, radar reports returning
aircraft two miles out.

Thank you, Commander.

Victor Victor Six to Sugar.

We are at point option.

Fuel levels critical.

Urgently request instructions.

Repeat... urgently request

Admiral, their tanks
have got to be about bone dry.

Admiral, we've got to turn
on the lights.

Well, we have to assume,
the Japanese have submarines about.

If we illuminate, the last two carriers
in the Pacific fleet

are lit up like Christmas Trees.

Sir, we have a screen out there.

If a sub has gotten through
the screen, that's too bad.

The boys have to land.

I agree, Captain.

Illuminate at once.

Aye-aye, sir.


This is flag bridge.

Admiral Spruance has ordered
the fleet illuminated

for recovering aircraft.

Turn on all landing lights.

Repeat... Turn on the lights.

Woo! Ha ha ha!

Look at that!

You ever seen anything
so pretty in your life?

We got light!

Go to General quarters,
Commander Grigg.

Full submarine alert.

Very well, sir.

Officer of the deck, make it so.

sound general quarters.

That's the last of them, Admiral.

Very well.

Let's darken ship, Captain.

Aye-aye, sir.

Secure from general quarters, Jim.

Aye-aye, sir.

Admiral Spruance?

Yes, Commander?

I just want to say thank you.

Thank Miles Browning.

June 6, 0900 hours.

With the Yorktown fatally crippled,
his vessels low on fuel,

his aviators exhausted,
and an enemy of unknown,

but heavy strength lying
somewhere beyond the horizon,

Admiral Spruance will finally
break off and end the battle.

Gentlemen, I think we've done about
all the damage we're going to do.

Let's get out of here.


And so, the Midway victory
will be sealed.

The Japanese expansion east
is finally stopped.

And Franklin Roosevelt
will be able to continue

his all-important
"Germany First" Doctrine

so crucial to the final
conclusion of the war.

Raymond Spruance,
the quiet warrior,

will go on to win many victories
in command of ever vaster forces,

yet in history,
like Nelson of Trafalgar,

he will remain Spruance of Midway.

But before this last day
draws to a close,

there will still be
one more mission to fly.

''Scout plane reports enemy
ships severely damaged.

But still are underway.

Looks like more target practice
for Enterprise.''

Yay! Yay!

Cornett, there they are.

Dead ahead.

Right on schedule.

Looks like duck soup.

Divisions three and four,
you go after that lead cruiser.

Divisions one and two, follow me.

We're going after that second one.

Okay... Here we go.


Jump, Cornett!


Dearest Rhoda,

by now you have the official word.

I tried to place a call to you,

but It's probably for the best
I didn't get through.

It might have been painful
for both of us.

Warren made it through the worst
only to be killed on the last day.

He'll probably get
a Posthumous Navy cross.

Rear Admiral Spruance
told me this.

Spruance is a controlled person,
but when he spoke of Warren,

there were tears in his eyes.

He said that Warren turned in
a brilliant, heroic performance.

Warren is dead.

We will never see him again.

We have Byron, we have Madeline,
but Warren's gone,

and there will never
be another like him.

He came to see me
just before the battle.

I can still see him standing,
hand on the overhead,

saying with that easy grin of his,

If you're too busy for me,
say so.

Too busy?

God forgive me if I ever
gave him that impression.

There was no greater joy in my life
than talking to Warren,

in fact, just resting
my eyes on him.

I have just written my ship's
battle report- one page long.

We never fired a gun.

We never saw an enemy vessel.

Warren and a few hundred men
like him carried the brunt

of a great and victorious battle.

Somewhere a character
in Shakespeare says,

"We owe God a death".

Few men in any armed force, on
any front, will strike a harder blow

for their country then Warren did.

That's what he set out to do.

His life was successful,
fulfilled and complete.

I want to believe that,
and in a way, I truly do.

But, ah, what Warren
might have been.

I'm a known quantity.

There are a thousand
four stripers like me.

One more or less doesn't
matter that much.

I've had my family,
you might say I've had my life.

Yes, Warren's gone.

He won't have any fame.

When the war's over,
nobody will remember

the ones who bore
the heat of combat.

They'll probably forget
the names of the Admirals,

even of the battles
that saved our country.

I feel that despite the present
discouraging news,

we'll eventually win the war.

The Japs can't recover from the
shellacking we gave them at Midway,

and Hitler can't lick
the world by himself.

Our son helped turn the tide.

He was there when it mattered
and where it mattered.

He took his life in his hands,
did his duty as a fighting man.

I'm proud of him.

I'll never lose that pride.

He'll be in my last thoughts.

Other things will have to wait
for a different letter.

God keep you well.

Love, Pug.

Departing train number two
the Sunset Limited

for El Paso and New Orleans.

Mom! Mom!
Here I am.

Oh, my baby.

It's so good to see you.

I got the most wonderful letter
from your father.

I must have read it
a thousand times.

Have you heard from him?


Let's go.
I've got Madeline's car.

You look so wonderful.

You look really pretty, Mom.

What does it matter how I look?

Ooh, it's so hot here.

I've haven't had a proper bath
in three days

I feel absolutely slimy.

Same old mom.

Well, tell me, dear,
what's the news from Natalie?

It's from that fellow Slote.

They're still interned in Siena.

I may have to go to Switzerland.

Byron, how can you?

In wartime,
and you under orders?

It's not easy, but possible.

I can cross France by train
or fly to Zurich from Lisbon.

After my torpedo course,
I've got 30 days leave.

Even so, Byron...
once there, then what?

I don't know.

Nobody else is doing anything.

I have to see what I can do myself.

All right?


Wasn't that Errol Flynn?

That it was, ma'am.

He's having a hell of a war,
isn't he, sir?

Yeah. Hell of a war.

You can just put them over here.

Before I do anything else,
I must shower.

I mean, this very second.

Where's dad's letter?

You want to read it right now?


Isn't it a beautiful letter?

I'm saving it.

I'm saving everything.

The telegram, the letter
from the Secretary of the Navy,

the newspaper write-ups, invitation
from the Gold Star Mothers.

I'm saving it all.

I'm going to put it -

the hell with this hair.
I don't care anyhow.



Oh, Madeline.

I'm so glad you're here.

Why aren't you ready?

Ready for what?

The party.

The fund-raiser
for Second Front Now.

You didn't tell her.

I forgot.

I'm only organizing
the whole thing.

I'm completely confused.

Aren't you working
for Hugh Cleveland?

He's the Committee Chairman.

That's how I got involved.

I'll going to make great contacts.

I don't want to be Hugh's
little sandwich-fetcher forever.

Well, there's some good news.

Mother, why don't you get dressed?

Hugh's picking us up
in his limousine.

I'm not going to know anybody there.

I've nothing to wear.

Both of you are coming.

Besides, you do know somebody.

Alistair Tudsbury.

He and his daughter are
both going to be there.

They were passing through
from Hawaii,

and they stayed to see you.

I wore my black suit,
but it could be pressed.

Get dressed.
I'll make some calls.

I don't suppose anybody
will notice me anyway.

I'll just pretend to be
somebody's poor aunt from Dubuque.

Lenny. Hi, sweetie. It's Maddie.

I called everybody.
I'm so excited.

Mom's going to be there.

Byron will be there
if his mood improves.

I did call everybody.

Hey, baby, how are you?

I've got a script for you.

Mary Lou.


Good to see you.


Hi, sweetie.

I want to introduce
a few people here.

Maddie's mother, Rhonda Henry.

Rhoda Henry.

Welcome to Hollywood.

War hero son, Byron.

Byron, I'll watch out for you.

Lots of nice girls here.

Hughie, I never get over this house.

It's so beautiful, isn't it, Mom?

It's all so exciting.

Harry Tomlin's Hugh's agent,
one of Hollywood's biggest.

10?% of my heart's
blood's in this place.

It ought to be nice.

Mom, Tudsbury's in there.

You print that, and you won't
wake in the morning.

Father, look who it is.

Good heavens.

It's Rhoda Henry
and young Byron.

Mrs. Henry.

Pamela, how nice to see you.

Good evening, Byron.

Rhoda, I met your son Warren
in Hawaii.

A very special young man.

I was deeply saddened
to hear of his death.

That's very considerate
of you, Mr. Tudsbury.

Well, now...

When did we last set
eyes on each other?

Berlin, wasn't it?

Yes. Remember we sailed
on the Bremen together.

And the Captain's Wife!

I know.

I just love this music.

She loves the music.

She's my mom, and I love her.

Well, I think...

I think it's about time that everybody
faced up to the fact

there's isn't going to be
a second front in Europe this year.

Oh, really?

And why is that?


Oh, come now.

You know as well as I do, only
a trickle of Green American troops

have yet reached Britain.

A cross-channel attack
would be a futile slaughter.

Oh, come on, Al.

Sure, sure,
that's the standard line,

but everybody knows the real truth.

Winnie hates the Bolshies
and wants to hold back

and let Stalin bleed himself white
fighting Hitler alone.

Everyone knows that?

I don't know any of that.

How do you know that?

Read your newspapers, Admiral.

Why do you think
I'm chairing this shindig?

To put the pressure on.

To get something done.

Listen to me, Hughie,
you want to do something useful?

Put on a benefit
for European Jews.

Show the world somebody cares.

Wait a minute, Admiral.

Just one damn minute.

You're not accusing me
of being an anti-Semite, are you?

Come now, Mr. Cleveland.

Byron meant no such thing.

I certainly hope not.

I'm in show business
for crying out loud.

I like Jews.

Some of my best friends are Jews.

I got a problem with the program.

I hate pulling you from your
famous friend -

You're forgiven.

Whatever it is,
it's taken care of.

You folks will excuse us.

Come on, Maddie.

Was that fun Byron?

Well done, Byron.

You put that horse's ass
just where he belongs.

Didn't he, Pamela?

He certainly did, Talky.

Pamela, get me a large brandy...

for my nerves.

Mrs. Henry.


Could we have breakfast
tomorrow morning, the two of us?

Well, I suppose so.


My daughter's arranged a studio tour.

Would you like to come?

We might see Humphrey Bogart.

I'm sorry.

I've got to finish tonight's broadcast
and get it to Talky by 11:00.

You actually wrote it?

Yes. I help him
when he's indisposed.

He manages better in London.

We'd be there now, but...
Madeline said you were coming West,

and I desperately
wanted to talk to you.

Really? What about?

About your husband.

I love him.

I know you asked for a divorce.

He asked you to reconsider.

I have reconsidered. Long since.

That's all over with.

How did you know all this?

He confided in me.

He confided in you?

Miss Tudsbury, are you having
an affair with my husband?


No, Mrs. Henry.
He's remained faithful to you.

Worse luck.


You're very pretty.

He's been an ass.
It would've been heaven.

And honors would be
even between you two.

Isn't my husband
much too old for you?

Your husband is the most attractive
man I've ever met, in every way,

including his loyalty to you.

Unfortunately, it was that loyalty
which defeated me.

Did you...
see him after Midway?

Yes. I saw a lot of him.

And all through his agony,
all he did was think about you,

how you were taking it.

He even considered asking
for emergency leave.

He packed me off,
though I tried to stay.

Mrs. Henry, he's a family man
to the bone.

If you can get to Hawaii,
why don't you?

He needs you.

If there was ever
a chance for me,

the death of your son
has ended it.

I can't understand you.
How could you risk losing him?

You have a well-wisher,
you know.

Victor has received several letters
about you and a man.

Oh, my God.

What do they say?


Look, I'm sorry to hurt you
in your bereavement,

but I don't want you
to hurt him anymore.

This is a bizarre conversation,
isn't it?

A wartime conversation.

You know, I met Warren.

Only once, in Hawaii,
just before the battle.

He had a strange light about him.

It wasn't my imagination.

My father saw it, too.

You've had an appalling loss,

but you still have two
wonderful children.

If you and Victor console each other,

perhaps, in time,
you will be happy again.

Thank you for seeing me, Mrs. Henry.

Miss Tudsbury.

Will you promise never to see
my husband again?

I can't do that.

That's impossible.

But I am out of your way for now.
Rest assured of that.

Early June, 1942.

Hitler's Case Blue offensive smashes
deep into Russian's vitals.

At Kharkov, Sevastopol,
and all along the Don,

the Red Army fades away

before this astounding new show
of German power.

Meanwhile, in North Africa,

Field Marshall Erwin Rommel's
brilliant armored offensive

sends the British reeling
in headlong retreat

eastward across Libya into Egypt.

On June 21st,
the Fortress Seaport Tobruk falls.

By July, Rommel has thrown
the British back to El Alameln,

threatening to link up
with the German columns

driving southward through
the Soviet Union.

Although President Roosevelt
is acutely aware

of Soviet premier Stalin's
increasingly strident demands

for a second front in Europe,
he recognizes the British view

that a successful allied landing
in Europe in 1942 is impossible.

But to keep faith
with the beleaguered Soviet people,

he tells his closest advisors...

Gentlemen, United States' forces

must fight Germans
somewhere in 1942.

I agree, Mr. President.

And toward that end, in late July,

the President dispatches
a special mission to London

for urgent meetings
with Winston Churchill

and the British Chiefs of staff.

We have arrived
at an historic moment.

I thank our American friends for
their forbearance and understanding.

So... North Africa it is to be

and the recovery in the West
of the initiative -

the Golden Fleece of war.

Our previous code names

for this operation
have all been cancelled,

and the final code name for
the landings of our combined forces

in North Africa will now be... Torch.

And, gentlemen,
on or before October the 30th,

the Torch shall be lit.

There is, Prime Minister, still
the matter of our Russian friends.


But now I must do
as I promised your President.

I shall leave at once for Moscow,

and there I will tell Joe Stalin,
face to face,

there will be
no second front in France in 1942.

A Jew's journey.

July the 25th, Siena, Italy.

Our last day in my beloved villa,

for today we embark on our
perilous flight to freedom.

It's been over a month

since that fateful decision was made,

a trying month.

Werner Beck has grown
increasingly more difficult.

Assuring him that if I were allowed
a respite from the Summer heat,

It would speed my completion
of the Rome radio scripts,

he hastily agreed
to a short seaside holiday.

Hence, today we leave
with the Castelnuovos

for their beach house in Follonica.

Once there, the plan is to wait
for Rabinovitz's signal

to depart the mainland
for the island of Elba.

From there, on to French Corsica,

where the underground
will arrange to have us

taken aboard a freighter and carried
to Lisbon, our gateway to America.

The car will be here soon.

Thank you.
We'll be ready soon.

Of everything I must leave behind,

I shall miss my library most.

There is something personal
and alive for me in this room.

The authors are all
my friends and colleagues,

though some of them
crumbled to dust 15 centuries ago.

They speak to me.

I shall miss them.

For my part,
If the worst comes to the worst,

Natalie will learn

that I am not altogether
a woolly-headed Professor.

Like Hamlet,
when the wind is southerly,

I know a hawk from a handsaw.

In a desperate emergency,

there are always the diamonds.

We have learned that
old Sasha Dote and his wife

will only accompany us
to the bus station.

Age, and the prospect of abandoning

the fruits of a lifetime
to the Fascisti

proved too much for them.

To further legitimize our deception,

Natalie has the servants orders

for work to be completed
on our return in two weeks.

But the servants are wise.

They will not be fooled.

So, in cold fact,

A Jew's journey begins.