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Saratoga and Princeton—collectively redesignated TG 50.4 for this raid—launched their attack from a point near the Green Islands, 225 miles southeast of Rabaul. Flying through soupy weather, the Americans attacked a light cruiser and four destroyers, but the Japanese managed to evade their attackers in rain squalls. Foul weather caused a second strike to be aborted, ending "Ted" Sherman's participation in the raid.

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In addition to their regular air groups, the three carriers of TG 50.3 were joined by two land-based Navy squadrons from New Georgia—VF-17 from Odonga and VF-33 from Segi Point. The arrival of 23 Vought F4U-1As from Lt. Cmdr. John T. Blackburn's VF-17 aboard Bunker Hill provided an interesting reunion for its pilots. Originally meant to operate from Bunker Hill, the squadron was reassigned to the Solomons because its long-nosed Corsairs, with their cockpits located too far back on the fuselage, were judged unsuitable for safe operation from carrier decks. They had commenced combat operations on November 1, and all of them landed aboard the carrier without a mishap. Twelve F6F-3s of VF-33, commanded by Lieutenant John C. Kelly, joined the 12 Hellcats of Lt. Cmdr. Harry W. Harrison's VF-6 and the 12 F6F-3s of Lieutenant L.L. Johnson's VF-22 aboard Independence.

Another novel addition to Bunker Hill's arsenal was VB-17 under Lt. Cmdr. James E. Vose, equipped with 23 brand-new Curtiss SB2C-1s. This would be the Helldiver's combat debut, and pilots speculated on how it would compare with the old Dauntless.

It took an hour for the strike forces to rendezvous for their approach to Rabaul, and after the earlier strike by TG 50.4, Kusaka was fully alerted. When the second attack force arrived over Cape St. George at 8:30, it was met by 68 Zeros. Fighting their way through a gantlet of fighters, flak and rain, Essex's planes reached the channel at 9:05, followed by those of Bunker Hill and Independence, while the Japanese ships again scurried under the cover of clouds.

"We came in at 12,000 feet with the dive bombers," recounted pilot Jim Shearer of VT-9, "and then pushed over into the sea, so our division pulled up over a ridge where there was a hell of a lot of anti-aircraft, and then down to 300 feet to pick up those jokers as they cleared the harbor. Thank God for the weather! We broke out of a rain squall, dropped our fish on a Mogami-class cruiser and then went back into a rain squall again. Then we really tooled it down the channel and out of there."

The target Shearer described was probably the light cruiser Agano, which suffered a damaging torpedo hit, as did the destroyer Naganami. Least fortunate of the Japanese ships was the destroyer Suzunami, which was loading torpedoes when VB-9's SBDs roared down on her. Her hull was split, and she sank near the harbor entrance. The light cruiser Yubari and destroyers Urakaze and Umikaze suffered slight damage from strafing.

Striving to protect the bombers, 12 Hellcats of VF-9 got into a wild free-for-all with 35 Zeros over the harbor mouth at 9:15 a.m. Lieutenant Junior Grade Hamilton McWhorter III, who had already earned the nickname of "One Slug" after downing a Zero over Wake, added two more Zeros to his score and probably downed a third, but came back with 11 bullet holes in his fuselage and wing. Lieutenant Keenen "Casey" Childers and his flight of F6Fs were jumped. "I never did see who was shooting at us," he reported, "but one of them got behind my wingman and myself and my wingman pulled up ahead of me with his belly on fire. He waved that he was O.K., went on and landed in the water, and got out all right in his raft." Behind him, Japanese fighters were trying unsuccessfully to drop small wing bombs on the SBDs. VF-9 claimed 14 victories that morning, including two by Lieutenant Armistead B. Smith, Jr., and one by Lt. j.g. Eugene A. Valencia—the first of 23 that would make him the third-ranking U.S. Navy ace.

Commander Michael P. Bagdanovich, leading Bunker Hill's Air Group 17, directed VB-17's new SB2Cs to attack the Japanese cruisers, to be followed by VT-17's Avengers. The Helldiver crews reported seeing bombs with time fuses bursting in midair, along with numerous Zeros. Four Zeros of the 253rd Kokutai attacked Lieutenant Robert B. Wood's SB2C-1C, which raced out of Simpson Harbor at maximum speed while his gunner, chief radioman W.O. Haynes, downed two of their attackers before being seriously wounded. At that point, F6F-3s of VF-18 came to the rescue, and Lieutenant James D. Billo and Ensign John J. Sargent, Jr., claimed the remaining two Zeros. Wood made it back to Bunker Hill, where 130 bullet holes were counted in his plane. The day's activities cost VB-17 one Helldiver to the Zeros, one to the flak and two operational losses.

Lieutenant William F. Krantz of VT-17 launched a torpedo at a heavy cruiser, but as he turned left he was bracketed by AA fire from the cruiser and a destroyer. "One burst almost blew me upside down; as I passed near the destroyer, a heavy plume of smoke poured out of the right side of my engine," he later recalled. "I next fired my machine guns at the small enemy ship and headed for St. George Channel."

At that point, Krantz came under attack by enemy fighters. "I dropped to the top of the waves to prevent them from flying underneath me," he said. "My gunner, V.S. Case, accounted for two, and an F6F picked off one as he pulled away from my aircraft."

Krantz's attackers may have included Seaman 1st Class Masajiro Kawato, an 18-year-old Zero pilot who had joined the 253rd Kokutai just a month earlier. Kawato claimed to have set a TBF on fire before being shot down and wounded in the leg by two Corsairs. He bailed out over Simpson Harbor and swam ashore. Actually, VF-17's F4Us did not take part in the raid, but Kawato may have been downed by one of VF-9's Hellcats. Meanwhile, Krantz tried to reach Empress Augusta Bay but was forced to ditch his Avenger near Buka Island. He, Case and O.L. Miller drifted on a life raft for 12 days before landing at Cape Orford on New Britain Island, from which they were finally rescued on March 26, 1944.

38th Bomber Group b25 Mitchell's rain parafrags down on Rabaul, New Britain. ca. 1943.

After returning to their carriers, aircrews wolfed down sandwiches and prepared to take off for a second strike. Then, suddenly, the tables were turned on them. A Zero had spotted TG 50.3, and while it circled above the task group, Kusaka launched his counterattack at noon—27 Aichi D3A2 dive bombers and 14 B5N2s, escorted by 67 Zeros, followed by a flight of Mitsubishi G4M2 medium bombers—one of the largest anti-carrier strikes since the war in the Pacific began. Also apparently joining the attack force were a few Kawasaki Ki.61 Hien ("swallow") army fighters. They may have been sent there for repairs from the 78th Sentai (group) at Wewak, New Guinea, which had previously been based at Rabaul.

American SK radars picked up the enemy at 1:13 p.m. at 119 miles and closing. Montgomery dispatched a routine contingent of interceptors but otherwise continued arming his second strike. Then, at 1:51, a fighter reported enemy planes 40 miles away. When fighter directors asked how many, a Corsair pilot replied: "Jesus Christ, boys, there's a million of them! Let's go to work!"

Additional Sources:

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www.history.navy.mil
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Some of VF-17's Corsairs did just that, driving seven D3As and several G4Ms back up the St. George Channel. One of the twin-engine bombers was splashed by Lt. j.g. Howard M. Burriss, who also downed a B5N2 in flames and shared in the destruction of another with one of VF-33's Hellcats. One of the Ki.61s was claimed by VF-17's commander, Lt. Cmdr. Tom Blackburn. A second exploded under the guns of Ensign Frederick J. Streig, who also forced a Zero to ditch in the water. VF-17's top scorer that day was Ensign Ira C. Kepford, who shot down three D3As and a B5N2, while Lieutenant Thaddeus R. Bell downed two D3As. A total of 18.5 victories were claimed by "Blackburn's Irregulars" that day, but their Corsairs were operating at the limits of their range and two of them ran out of fuel. Ensign Bradford W. Baker sent a Zero down in flames, but as he tried to return to his base, his engine stopped over Wilson Strait. Baker ditched and was later rescued by a flying boat. Similarly, after downing a B5N2, Ensign Robert H. Hill also had to make a water landing when his fuel ran out, but he was subsequently picked up by a PT boat.

Meanwhile, the carriers took up a triangular formation within a 2,000-yard radius with the destroyers ringing them in a 4,000-yard circle, pooling their AA guns for mutual support rather than separating as they had done in past battles. Two dive-bomber gunners fired from the rear of their parked planes. One 40mm shell detonated a falling bomb. At 2:12, Montgomery sent a general order over the TBS (talk-between-ships) system—"Man your guns and shoot those bastards out of the sky!"—and then reluctantly canceled the second strike on Rabaul.

The Japanese came in three waves, starting with D3A2s. Fighters from VF-9, just taking off from Essex as they came down, fired into the dive bombers a few seconds later and claimed to have shot down some of them before retracting their landing gear. Gene Valencia, already with one Zero to his credit from the morning strike, downed a D3A and a B5N and shared in the destruction of a second torpedo bomber with Lt. j.g. Edward C. McGowan. In addition to the shared kill, McGowan was credited with a D3A, a B5N2 and a Ki.61, while Lt. j.g. Albert Martin, Jr., downed two D3As and two B5Ns, and Lt. Cmdr. Herbert N. Houck accounted for two B5Ns and a D3A. Lieutenant Junior Grade George M. Blair ran out of ammunition but managed to bring down a torpedo bomber by dropping his belly tank on it.

Leading VF-18's Hellcats against Bunker Hill's assailants, Lt. Cmdr. Sam L. Silber shot down two D3As, while Lieutenant Robert C. Coats downed two B5N2s and Lt. j.g. Armand G. Manson downed a D3A at 2 p.m., followed by a B5N 15 minutes later. Lieutenant Clement M. Craig from Independence's VF-22 may have unwittingly scored his first victory over a misidentified American seaplane over Wake Island back on October 5, but there was no disputing the identity of the D3A he shot down at 2 p.m. on November 11.

Even bombers got into the act. Ensign William H. Harris, an SB2C-1 pilot of VB-17, was returning from an anti-submarine patrol at 2 p.m. when he encountered some incoming D3A2s and engaged them, shooting down one plane and damaging another. "Bucky" Harris was subsequently awarded the Air Medal for his actions and went on to fly Corsairs in 1945, bringing his score up to five and acedom.

Shearer was coming back to Essex when he found Japanese aircraft firing down on his TBF, while the ship's guns fired at him as well as at the Japanese planes. "I was trying to form up," he said, "when our AA took off a piece of my right wing. From then on I was just concentrating on keeping the plane flying, when some Jap joker makes a head-on run at me and fills my engine full of slugs. There was nothing to do but make a water landing—power off, too.

"We got the raft out all right and sat there watching the fleet steam away fast," he continued. "Once in a while some Jap would make a strafing run on us. Sitting there, pitching up and down, you could see columns of smoke all over the place where crashed Japs were burning. You'd see one of those ‘Kates'—he'd be coming in to drop his fish with about six fighters trailing behind him. One would shoot and peel off to the left and another would shoot and peel off right and finally somebody would blow him up.

"My gunner and radioman were getting worried after the fleet passed out of sight. But I knew they'd be back because they'd seen us. So I said, ‘If they're not coming back in half an hour we'll start some tall navigating for Australia.' But sure enough, in less than half an hour a can [destroyer] came back with a ladder over the side amidships. I started up the side when an AA gunner in a battle helmet looked over the rail. The helmet fell off and conked me—‘Possible concussion,' the doctor said."

Destroyer Kidd had left formation to pick up the TBF crew and was attacked by two B5Ns, but her guns shot down both of them.

Aboard the carriers, observers counted 11 Japanese planes burning on the horizon. The dive-bombing attack was followed by two waves of torpedo planes, then more dive bombers. Geysers splashed all around the ships from near misses. One burning D3A tried to make a suicide dive into Essex, but a few seconds before reaching the carrier it exploded. The wing came down so close under Essex's stern that men on deck could not see it hit the water.

The action lasted 46 minutes, but for some of the Americans it seemed like 46 years. One old gunner's mate was heard to remark, "Ships fightin' ships is right and so's planes fightin' planes, but ships fightin' planes just ain't natural." Less-experienced sailors acted quite nonchalant afterward, but the Guadalcanal veterans shuddered at what might have been and marveled at the casualties—only 10 sailors injured, none mortally.

Back at Rabaul, Kusaka got another optimistic report from his returning airmen—one cruiser blown up, two carriers and three other ships damaged. The Japanese also claimed 71 American planes that day, including several by Warrant Officer Saburo Saito, a shotai (section) leader from the Zuikaku air group, who was credited with eight victories in six days and who would finish the war with a total of 19.

Such glowing reports left the veteran Kusaka far from convinced that the enemy threat had been eliminated. He ordered Maya, Chokai and three destroyers to leave for Truk and dispatched a squadron of G4M2s to "crush the enemy." They failed to find the carriers, though 11 of them found and attacked Task Force 39—light cruisers Montpelier, Cleveland and Columbia and seven destroyers under Rear Adm. A. Stanton Merrill—but scored no hits.

After the bombers returned, Kusaka grimly reviewed his losses for the day. Six Zeros had been destroyed defending Rabaul. The attack on Task Group 50.3 had cost him all 14 of his B5N2s, 17 D3A2s, several G4M2s and two more Zeros. Innumerable other aircraft limped home with battle damage. The five fighter pilots killed included Zuikaku's division officer, Lieutenant Shigeru Araki, and Zuiho's air group commander, Lieutenant Masao Sato.

On the American side, the carriers' success at fighting off an all-out land-based air attack and the overall attrition inflicted on Japanese air power more than made up for the disappointingly modest results of the attacks on enemy shipping. By the end of an hour, the Americans were claiming at least 50 enemy planes destroyed. The carriers lost a total of six TBFs and eight F6Fs, and none of the ships suffered any damage.

As Task Group 50.3 retired from Rabaul, intelligence officers tallied up the pilots' claims and recorded an unprecedented total of 137. VF-9 alone was credited with 55, an all-time high for any U.S. Navy squadron. VF-18 claimed 38, and the torpedo and dive bombers were credited with 12.

The Americans' claims were grossly exaggerated, but the damage they did inflict was significant enough as it was. Two days after the raid, Koga ordered the riddled Shokaku and Zuikaku air groups withdrawn from Rabaul to Truk, while fresh units were transferred from the Marshall Islands to relieve them. The absence of those air groups from the Marshalls would prove to be a fortuitous break for the Americans when they landed at Tarawa and Makin on November 20.

Aboard Essex, a VF-9 member composed a bit of doggerel that expressed both pride and fatigue at the end of a very busy day:

Now that Rabaul is over, none of them got away
Fifty-five Japs is a record, shot down in a single day!
Now that Rabaul is over, I want to spend my days
Back in the States just reading Army communiques!

That was not to be, for the main event was yet to come. At Pearl Harbor, while Admiral Nimitz was making final preparations to launch the Gilbert Islands offensive, code-named Operation Galvanic, he gave his own epilogue to the November 1943 Rabaul raids: "Henceforth, we propose to give the Jap no rest."