Later that day, 78 Fifth Air Force planes–North American B-25s of the 3rd, 38th and 345th bombardment groups, escorted by Lockheed P-38s from the 39th and 80th fighter squadrons and the 475th Fighter Group–attacked Rabaul and were intercepted by 112 Zeros. Rabaul’s air defenses, under the overall command of Rear Adm. Jinichi Kusaka, included three carrier groups that had been dispatched there just the day before, while their ships underwent refit in Japan. The caliber of the pilots was reflected in their performance. Warrant Officer Kazuo Sugino from the carrier Zuikaku’s air group was credited with shooting down three enemy planes. Shokaku’s carrier group included Warrant Officer Kenji Okabe, famed for scoring seven victories in one day during the Battle of the Coral Sea, but its star in the November 2 air battle was Petty Officer 1st Class (PO1C) Takeo Tanimizu, who scored his first of an eventual 32 victories by downing two P-38s. From light carrier Zuiho, Ensign Yoshio Fukui downed a B-25 but was then himself shot down, possibly by Captain Marion Kirby of the 475th Group’s 431st Squadron. Fukui survived with a burned right foot and insisted on returning to action. The loss of nine B-25s and nine P-38s earned the November 2 raid a place in Fifth Air Force annals as ‘Bloody Tuesday,’ but the Japanese recorded 18 Zeros destroyed or damaged in addition to bomb damage to Rabaul’s ground installations.

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The Japanese needed a more powerful naval force to destroy the American beachhead. Admiral Mineichi Koga, commander of the Combined Fleet, dispatched Vice Adm. Takeo Kurita’s Second Fleet, comprised of the heavy cruisers Takao, Maya, Atago, Suzuya, Mogami, Chikuma and Chokai, the light cruiser Noshiro and four destroyers, from Japan to Rabaul. Chokai and a destroyer had to be detached on November 4 to tow two transports that had been crippled by American air attacks to the northwestern Pacific base at Truk in the Caroline Islands. A Consolidated B-24 spotted the rest of Kurita’s fleet off the Admiralty Islands and duly reported 19 ships heading toward the western entrance of St. George’s Channel at Rabaul. The Second Fleet’s arrival was bad news to Admiral William F. Halsey, commander of U.S. Navy forces in the Southwest Pacific. With most of the U.S. fleet preparing to invade the Gilberts, he did not have one heavy cruiser to oppose Kurita’s powerful veterans. He did, however, have a small carrier detachment, Rear Adm. Frederick C. Sherman’s Task Force (TF) 38, which had supported the bombardment of Buka and Bonis.

The carriers Saratoga and Princeton were fueling from the tanker Kankakee northwest of Rennell Island when Halsey sent them a dispatch on November 4, ordering, ‘Task Force 38 proceed maximum formation speed [to] launch all-out strike on shipping in Rabaul and north thereof (order of targets: cruisers, destroyers). Retire thereafter….’

Rabaul was then believed to have as many as 150 aircraft–quite a hornet’s nest for two carriers to stir up. Even the aggressive Halsey knew the risks involved, but Saratoga and Princeton were the only weapons at his disposal that had a realistic chance of neutralizing the threat to the Bougainville beachhead. Joined by the anti-aircraft cruisers San Diego and San Juan and nine destroyers, the flattops headed north.

The weather favored TF 38 when it arrived at its designated launching point, 57 miles southwest of Cape Tokorina and 230 miles southeast of Rabaul, on the morning of November 5. The sea was smooth, allowing the destroyers to keep station, while overcast skies lessened the chances of being observed by Japanese patrol planes. Saratoga’s Air Group 12, headed by Commander Henry H. Caldwell, sent every plane it had into the sky–33 F6Fs, 16 TBFs and 22 SBDs. Princeton sent up 19 Hellcats and seven Avengers. Lieutenant Commander Joseph J. Clifton, leader of Saratoga’s fighter squadron VF-12, later said, ‘The main idea of the orders was to cripple all of them that we could rather than concentrate on sinking a few.’

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