VMSB-241 at Midway: Henderson’s Marine Dive Bombers, 4–5 June 1942

Two SB2U-3 Vindicators of VMSB-241 take off from Midway, June 1942. Maj. Benjamin W. Norris led eleven of them against the Japanese force on 4 June. U.S. Navy photograph, public domain, via Wikimedia Commons.

Special Units · The Battle of Midway, 1942

VMSB-241 at Midway: Henderson’s Marine Dive Bombers, 4–5 June 1942

How a Marine squadron of new pilots and old aircraft attacked a carrier, a battleship and two cruisers in two days, and lost its three leaders doing it.

Marine Scout-Bombing Squadron 241 existed for barely three months before the Battle of Midway, and in the space of about twenty-four hours on 4 and 5 June 1942 it lost all three of the officers who led it into action. Major Lofton R. Henderson was shot down leading the squadron’s Dauntlesses against the Japanese carriers on the morning of 4 June. Major Benjamin W. Norris, who led its Vindicators that morning, disappeared into the overcast on a night search that evening. Captain Richard E. Fleming, who had brought the survivors home in the dark, was shot down the next morning attacking the cruiser Mikuma. He received the only Medal of Honor awarded for the battle.

The squadron hit nothing. Postwar Japanese records show no bomb from VMSB-241 striking a Japanese ship on either day, although its crews believed in good faith that they had scored several hits. What the squadron did do was fly two kinds of obsolescent or unfamiliar aircraft, with pilots many of whom had joined only days before, against a carrier force whose fighter patrol was fresh and alert. This page is about the squadron itself: how it was put together, what it flew, what it attempted on each of its missions, and how the record of those missions has changed since 1942. The wider story of the atoll’s defense is told in Chapter 3, and the pursuit of the cruisers in Chapter 7.

The main sources are the Marine Corps’ own histories, Lt. Col. Robert D. Heinl Jr.’s Marines at Midway (1948) and the 1958 official history by Hough, Ludwig and Shaw; the Office of Naval Intelligence’s Combat Narrative of 1943; the Naval History and Heritage Command’s H-Gram 006; and a 2024 Naval History reassessment of the Marine air effort. Where they differ, the differences are given below with their sources.

A squadron assembled on the atoll

VMSB-241 was commissioned on Midway itself on 1 March 1942, according to the Pacific Wrecks unit record, as the scout-bomber element of Marine Aircraft Group 22. Marine aviation had been on the atoll since December 1941, and the group’s two squadrons, the bombers of VMSB-241 and the fighters of VMF-221, flew from the airfield on Eastern Island. On 20 April Maj. Ira L. Kimes took command of the group and, on the same day, Heinl records, Maj. Lofton R. Henderson replaced Maj. Chappell as the squadron’s commanding officer.

The squadron flew two very different aircraft. The Douglas SBD-2 Dauntless was a sound dive bomber, the type that would wreck three Japanese carriers later that same morning in Navy hands. The Vought SB2U-3 Vindicator was an older, partly fabric-covered scout bomber that the Marines themselves regarded as obsolescent. Heinl’s count for 31 May was 19 SBD-2s and 17 SB2U-3s. One of those Dauntlesses, BuNo 2106, had already had a career: the National Naval Aviation Museum records that it survived the Pearl Harbor attack in a pool on Ford Island and flew with Bombing Squadron 2 from Lexington in the raids on Lae and Salamaua before it reached VMSB-241. It is now on display at Pensacola, described by the museum as the only known surviving aircraft from the battle.

The weakness was not the aircraft so much as the men’s experience in them. The Naval History study of 2024 found that the two Marine squadrons had been “top heavy with experience” when they reached the atoll, but that of the 57 aviators who flew on 4 June, 35 were second lieutenants and 17 had arrived straight from flight school on 27 May. The ONI Combat Narrative gives the figure that mattered most for Henderson’s plans: ten of his pilots had joined the squadron only a week before the battle, and only three had any experience in the SBD.

The glide attack of 4 June

When Midway’s radar picked up the incoming Japanese strike at about 0555 on 4 June, every aircraft that could fly was ordered off the ground. The National WWII Museum’s account of the squadron puts 30 dive bombers on the line, three of them kept down by maintenance problems, and 27 sent out in two groups. The ONI narrative records that Henderson’s group was to number 18, that two SBDs developed engine trouble, and that 16 took off between 0610 and 0620 and climbed to 9,000 feet. Norris had 12 Vindicators, one of which turned back with a loose cowling, leaving 11. No fighters went with either group; the 2024 study notes that the group gave its bombers no fighter protection, because every fighter had gone to meet the raid.

Henderson chose to glide-bomb rather than dive-bomb. A true dive at seventy degrees or steeper needed practice his new pilots had not had. A shallower glide was easier to fly and easier to hold in formation, but it kept the aircraft exposed for longer to fighters and to antiaircraft fire, and made the bomb’s aim less certain against a ship turning at speed. The 1958 Marine Corps history has the group sighting the Japanese ships at 0744 and being attacked by Zeros at once; the ONI narrative times the attack itself at about 0755.

Henderson was hit early, and his aircraft went down burning; Pacific Wrecks describes his left wing on fire as he continued the approach. Capt. Elmer G. Glidden took over the lead. The survivors pressed down to 500 feet or less before releasing. Their target, as NHHC and the 2024 study identify it, was Hiryu, which was straddled by near misses and not hit. Six SBDs were shot down during the attack and two more were so badly damaged that they did not make it back to Midway, by NHHC’s count. Eight returned, and only six of those were fit to fly again. The rear gunners claimed four Zeros in flames; NHHC credits the SBD crews with one.

Some of the returning aircraft were barely flyable. Heinl records that 1st Lt. Daniel Iverson Jr.’s SBD was hit 259 times and landed on one wheel with no flaps. Capt. Richard E. Fleming’s aircraft, by his Medal of Honor citation, was “riddled by 179 hits.” His radioman-gunner, Cpl. Eugene T. Card, was wounded and Fleming slightly so. The citation records that after Henderson went down, Fleming led the remainder of his division and dived “to the perilously low altitude of 400 feet” before releasing.

Norris and the battleship

The Vindicators flew a separate mission. The 2024 study records that Norris climbed to 13,000 feet and arrived over the Japanese force at about 0820, descending through cloud toward a carrier. At about 2,000 feet he saw only a battleship. With slow aircraft under fighter attack, he chose to bomb the nearest heavy ship, Haruna, rather than search further for a carrier; the 1958 history notes that some of his pilots went for Kirishima. Neither battleship was hit. The 1943 narrative recorded claims of two direct hits and two near misses.

How many Vindicators were lost depends on the source. NHHC counts four: two shot down and two that ditched on the way home. Heinl, citing the VMSB-241 and MAG-22 reports, gives three shot down, and notes that Lt. Daniel L. Cummings crash-landed in the water out of fuel. The 2024 study says eight of the twelve SB2U-3s returned. The difference lies mostly in whether aircraft that ditched short of the atoll, with their crews rescued, are counted as losses.

The night search

By the afternoon the squadron had, by Heinl’s count, six operational SBD-2s and five SB2U-3s. At about 1900 those eleven aircraft took off, with Capt. Marshall A. Tyler leading the Dauntlesses and Norris the Vindicators, to attack a burning Japanese carrier reported to the northwest. They could not find it in the dark under low cloud. Norris did not come back. The National WWII Museum’s account describes his aircraft as last seen in a tight spiral dive into the overcast; the others could neither raise him by radio nor find him.

The rest of the group found Midway by steering for its burning fuel tanks and the atoll’s antiaircraft searchlights. Fleming’s citation credits him with bringing his own plane safely back that night in spite of the weather and the darkness, and the museum’s account has him leading the remaining crews home. It had been a day in which the squadron lost both of the majors who had led it into battle.

5 June: Tyler, Fleming and the cruisers

Early on 5 June a Midway PBY found oil-trailing Japanese ships west of the atoll and reported them as battleships, with a note that they might be Mogami-class cruisers. They were in fact Mogami and Mikuma, damaged in a collision during the night, with two destroyers. At 0700 the squadron sent out what it had left: six SBD-2s under Tyler and six SB2U-3s under Fleming. Heinl records that after about 45 minutes the pilots picked up the oil slick, followed it, and reached the ships at 0805, about 170 miles west of Midway.

Tyler’s Dauntlesses dived on Mogami from 10,000 feet and, by Heinl’s account, bracketed her with six very near misses. Fleming led the Vindicators in a glide attack on Mikuma through heavy antiaircraft fire. His citation says that, set afire in the approach, he “grimly pressed home his attack to an altitude of 500 feet” and “crashed to the sea in flames” after scoring “a near miss on the stern of his target.” The citation, written in 1942, calls the target a battleship, following the identification of the day. Japanese records show only near misses; no Marine bomb hit either cruiser.

For decades it was written that Fleming deliberately crashed his burning plane into Mikuma‘s after turret. Heinl, in 1948, presented that as likely, citing a postwar statement attributed to Capt. Akira Soji of Mogami. Later research has rejected it. The 1943 narrative, from the Marines’ own reports, has the plane crashing on its pull-out; the citation says he crashed into the sea; and combinedfleet.com’s reconstruction from Japanese records and NHHC’s H-Gram both say the wreckage on the turret, photographed on 6 June after further bombing, was not Fleming’s aircraft. The full case is set out in Chapter 7.

What the squadron achieved, and what it cost

Measured by damage, the squadron achieved nothing. Measured by effect, the judgment is harder. Henderson’s attack was one of five that Midway’s aircraft made against the Japanese carriers between about 0705 and 0830, and together they kept the carriers maneuvering hard and their decks busy with combat air patrol fighters in the hour before the American carrier strikes arrived. Parshall and Tully treat that cumulative interruption as part of why Nagumo never assembled a counterstrike, a case examined in Chapter 5. It was not what the squadron set out to do, and no one at the time claimed it.

The cost fell on the aircrews. Heinl gives Marine Aircraft Group 22’s losses for the battle as 7 killed, 35 missing and presumed dead, and 25 wounded, across both squadrons; the 2024 study gives 42 MAG-22 dead. The group was awarded the Presidential Unit Citation “for conspicuous courage and heroism in combat at Midway Island during June, 1942,” as printed in the appendix of unit commendations to the 1958 Marine Corps history.

The squadron itself was rebuilt on the spot. Pacific Wrecks records that it had suffered about 75 percent losses and that eighteen SBDs flown in from Saratoga on 25 June restored its strength. It went on to Ewa in March 1943, to American Samoa for most of that year, to the New Hebrides, Bougainville and Emirau, where it flew against Rabaul, and finally to Luzon in January 1945, supporting the Sixth Army from Mangaldan before it was decommissioned on 1 August 1945. Henderson’s name went to the airfield the Marines captured on Guadalcanal two months after Midway.