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.

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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!’

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.

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