General Quarters sounded at 1.59 pm (11.59 am Midway Time) and the Jap bombers were upon us.

The five inch guns opened up first with loud cracks. Then came the rumble of multiple guns. The 20 mms cut in with a "pow pow". They were joined by the rattle of .50 caliber guns, and finally the hastily set up .30 caliber aircraft machine guns mounted along the rail cut in - firing a smooth staccato. We had marines and sailors who wanted to fight, using rifles and Browning automatic guns.

The enemy bombers and fighters were under intense anti-aircraft fire from all the automatic weapons. The sky was black from shell bursts. Red tracers laced the sky. Some Japanese planes were falling, trailing fire, and exploding as they hit the water in a big plume of smoke. I was making pictures as fast as I could.

Two Japanese Nakajima Type 97 "Kate" torpedo bombers from the carrier Hiryu have just dropped their torpedoes and are flying past USS Yorktown through heavy anti-aircraft fire. Yorktown appears to be heeling slightly to port, and may have already been hit by one of the two torpedoes that crippled this gallant ship. This photograph was taken from Yorktown's escort heavy cruiser USS Pensacola.

Dive bombers approached their bomb release point. Three bombs hit Yorktown. Two of the bombers were shot down. The other aircraft went out of control just as his bomb was released. The 500-pound bomb from this plane tumbled in flight and hit near No. 2 elevator exploding on contact with the deck. Shrapnel killed nearly all the men from gun mounts 3 and 4, and machine guns in the vicinity. A medical corpsman was killed and one wounded.

Men were killed on the after end of the island structure, and killed below in the hangar. Fragments pierced the hangar overhead and set fires to three planes on the hangar deck - all full of gas and armed with 1,000-pound bombs. Lieutenant Emerson, hangar deck officer, released the sprinkler system and water curtains to put out the fires.

The bomb made a ten foot by ten foot hole in the flight deck. This hole was repaired within twenty-five minutes.

The wounded were given first aid, morphine, tourniquets, blankets. Many of the badly wounded went rapidly into shock.

The next bomb came from port side. It hit the flight deck and exploded in the stack. I was on the island structure when the Yorktown shuddered violently from the explosion. Smoke and fire started pouring out of the stack around me. Fires had started in the uptakes and stack. Below on the hangar deck, fire burned the photographic laboratory, the Executive Officer's office, and First Lieutenant's office.

The boilers were completely disabled. Their fires were out. Smoke and gas caused boiler room personnel to put on gas masks to continue work. Speed dropped immediately to about 6 knots, and at 2.40 pm, 20 minutes after the bomb hit, all engines stopped.

Because there was no food service, the Executive Officer, Dixie Kiefer, had the ship's store break out boxes of candy for all hands.

I went around making photos of the damage.

Here is an interesting sidelight. Many times in making motion pictures, I looked through a telephoto lens to face incoming dive bombers dropping their bombs and strafing the ship and gun crews.

The torpedo planes on their runs would fire to suppress or clear the gun crews. Zero fighters would make strafing runs to eliminate the gun crews firing at their aircraft. I never thought that much about it as I went about doing my job of filming and making photos of the action. There would be an incoming Japanese Zero fighter, firing 700 bullets per minute from each of four guns, and a 20 mm cannon with 60 rounds. Remember the red tracers that are seen are only one bullet in every five that are being fired. My movie camera shot 24 pictures a second, and there I was a qualified, expert machine gunner, taking pictures. Sounds kind of strange. But the bullets are long gone. People today can see that moment in time of history, as it occurred, and recorded in pictures.

"What we do belongs to what we are, and what we are is what becomes of us."

The bomb damage prevented Yorktown launching and recovering aircraft, and its Air Group was diverted to Enterprise and Hornet. At 3.50 pm, fires were under control and sufficient repairs had been effected to enable Yorktown to get up steam and get under way.

At 4.00 pm, Yorktown's "all ahead" emergency speed was only 20 knots. A Japanese torpedo bomber attack group was approaching Yorktown, and fighter intercepts were made about 14 miles out. Three Japanese planes were shot down by Wildcats as they approached. All enemy planes were taken under heavy gun fire by Yorktown and her screening warships. The sky was black with shell bursts. Some planes were shot down by ship's fire before dropping their torpedoes. Some did drop their torpedoes. All but one torpedo plane were eventually shot down.

USS Yorktown receives the second of two aerial torpedo hits, amidships on her port side. This torpedo attack was launched from the Japanese carrier Hiryu. The photograph was taken from Yorktown's escort cruiser USS Pensacola.

By radical manoeuvring Yorktown avoided two torpedoes. But Yorktown did not have enough speed. At 4.20 pm, a torpedo hit on the port side was followed shortly by a second torpedo hit. These were Long Lance Type 97 torpedoes. They had 2,200-pound warheads coming at a speed of 40 miles per hour. I was tracking the torpedo plane with my telephoto lens and saw the plane disappear, but the white wake was coming directly port side, towards me. I knew we would be hit. The torpedo went deep into the Yorktown. The explosion caused a rumble throughout the ship and the deck rose up under me, trembled, and fell away shaking. I was knocked down. Yorktown rolled to port.

The second torpedo quickly followed. I had just started filming again when it hit. There was a great sheet of red flame and smoke and water going skyward with a loud shattering explosion in front of me. The 20mm guns and crews on the flight deck catwalk above the explosion were gone. Once more the Yorktown shuddered violently,

stem to stern, and rolled over hard to port with the hangar deck in the

water. We listed more and more to port until it was almost impossible to stand on the deck. All power was lost. Steam dropped. Electric power failed. The rudder jammed at 15 degrees left. Ammunition was replenished and gun batteries made ready. But there was no electricity to operate them. Word was passed to prepare for another attack.