Share This Article

NATURAL-BORN AVIATORS ARE EXTREMELY RARE. Humans aren’t designed to operate in three dimensions, and learning to adapt to the vertical normally requires study, determination and practice. The innate ability to excel in flight is a gift granted to very few. Marion Eugene Carl had that gift.

Descended from Scandinavian immigrants, Marion Carl was born in a tent near tiny Hubbard, Ore., in November 1915. He lost his father as a youngster, and as the family’s second son, assumed many of the duties on the family farm. But Carl soon began envisioning a future far beyond the Willamette Valley. As he later said, “I never had any affection for a cow.”

Carl enrolled in Oregon State College in nearby Corvallis, studying aeronautical engineering while in Army ROTC. Along the way he earned a private pilot’s license, soloing a Taylor J-2 Cub in the nearly unheard-of time of 2½ hours.

Upon graduation in 1938, he resigned his Army commission to apply for Navy flight training. At the time, this was an all-or-nothing gamble, as students who washed out went to the fleet as sailors. But Carl possessed a brand of confidence just this side of arrogance, and he felt certain he could complete the course. He received his wings of gold and a Marine Corps commission in December 1939.

Marion wanted fighters, and he literally raced to Quantico, Va. to take the only available seat in Fighting Squadron One (VMF-1). He reveled in flying Grumman F3F biplanes, especially aerobatics, tactics and gunnery. Though he impressed commanders with his exceptional ability, his laid-back attitude occasionally caused problems. Carl once told the story of “supervising” a detail at Guantanamo Bay, Cuba, during a gunnery exercise. Apparently while overseeing the bore-sighting of some F3F’s guns, he did what wise lieutenants have always done: said “Carry on, Sergeant.” With that he lay down for a nap, ignoring the engine noise and gunfire.When the squadron CO came by, the result was additional noise directed in Lieutenant Carl’s direction.

After a year in “Fighting One,” Carl returned to Pensacola, Fla., as a flight instructor. While he didn’t relish his new assignment, he recognized that a year of teaching nascent golden-wingers could enhance his own mastery of his craft. As an instructor, he would leave indelible impressions on many of his students, including Dakota farm boy Joe Foss, who at one point cadged a ride with Carl during an unscheduled night hop. As Foss later recalled, Carl indulged in some nocturnal aerobatics, then asked the aviation cadet how he liked it. “Fine, sir,” Foss burped. Then, as he related, “I upchucked the soles of my shoes.” Their paths would cross again far, far from Pensacola.

Carl’s next orders proved more to his liking. He joined VMF-221, where he again served under Captain Harold Bauer, whom he had known at Quantico. Flying Brewster F2A-3 Buffalos on the West Coast, their earlier relationship had been coolly professional, and by this time both were mature aviators. “Indian Joe” Bauer was considered perhaps the finest talent in Marine aviation, which meant there was a face-off to determine the pecking order. As Carl recalled it, “I finished inverted below the crest of a hill without either of us having gained an advantage.” Thereafter, mutual respect grew into friendship.

On being promoted to major, Bauer rolled out to command his own squadron and VMF-221 continued training. On December 7, 1941, Major Verne McCaul’s unit was alerted for immediate transfer to Midway Atoll. The Buffalos rode USS Saratoga to Midway later that month.

The ensuing period, involving hours of dull patrols, was pure boredom for then-Captain Carl. To liven things up, he once slow-rolled for an entire circuit of the lagoon. His wingman, obliged to follow him, was not pleased.

Late in May 1942, things began to perk up. VMF-221, then under Major Floyd Parks, received some F4F-3 Wildcats, and Carl’s division took four of them. As it happened, he only had a few hours in the Grumman fighter before the Japanese arrived.

Early on June 4, more than 100 Japanese carrier aircraft staged an attack to neutralize Midway’s defenses, anticipating seizure of the atoll—part of a wider scheme to draw the U.S. Pacific Fleet’s carriers into a decisive battle. Radar gave the Marines enough warning to scramble before the enemy planes arrived, with the Wildcats and Buffalos clawing for altitude.

After bagging a Japanese Zero at the Battle of Midway, Carl would shoot down four more enemy aircraft over Guadalcanal to become the Marine Corps' first ace of WWII. (National Archives)
After bagging a Japanese Zero at the Battle of Midway, Carl would shoot down four more enemy aircraft over Guadalcanal to become the Marine Corps’ first ace of WWII. (National Archives)

By then a 26-year-old professional with 1,400 hours in the air, Carl would need all his expertise to survive that day. After the initial interception, he was jumped by an A6M2 Zero. As he later noted, “The metallic resonance of bullets striking your airplane cannot be mistaken for anything else.” He pulled into a tight turn, gaining enough time to dive vertically for a cloud. The Zero followed, and Carl abruptly slewed his Wildcat into an uncoordinated skid, forcing the enemy pilot to overshoot. Carl got a quick sight picture and triggered a burst. Under negative Gs all four guns jammed, but the Japanese pilot disengaged.

Carl tugged on the charging handles and got three guns working, then began stalking a lone Zero, diving into its pilot’s blind spot. Closing the range, he recalled, “The fighter took a concentrated cluster of .50-caliber hits and dropped into a spin. It never recovered.” Decades later, historians concluded that his victim was an enlisted pilot from the carrier Kaga.

When the Americans landed again, Midway was a wreck. The fuel storage tanks were ablaze, and the squadron area had been leveled. Carl’s F4F was holed but still operational, as was one Buffalo that returned undamaged. The others were unserviceable. Worse, 15 of the 25 fighters that had scrambled that morning were missing. “Red” Parks and 13 of his pilots were gone forever.

Later that day Carl and Captain Bill Humberd scrambled in response to another alert—two planes against an unknown enemy. This time it turned out to be a false alarm: Douglas SBD-3s from the carrier Hornet were coming to roost at Midway. Word soon got around that squadrons from Yorktown and Enterprise had destroyed all four Japanese carriers and sunk a cruiser before the enemy withdrew. Yorktown succumbed to damage on June 7, but overall the Battle of Midway was a stunning victory for the Americans and a turning point in the war.

Though VMF-221 had been decimated, Carl demonstrated the emotional fortitude that would sustain him throughout his combat career. On the 6th he confided to his journal, “Feeling ready for another fight.” That next fight was 10 weeks away.

Carl and a few other Midway survivors were quickly reassigned to VMF-223, formed by John L. Smith, a tough, rawboned Oklahoman. Smith, the newly promoted major who had never commanded a squadron, a faced a serious challenge: preparing a new, mostly green outfit for combat before the end of August. The squadron focused on the basics—tactics and gunnery—while sorting out the new F4F-4 Wildcats. Additionally, the Marines qualified for carrier operations, an indication that they would likely be headed for a forward deployment in the near future.

On August 20, Major Smith led 19 Wildcats off the short deck of the escort carrier Long Island with Lt. Col. Richard Mangrum’s dozen SBD Dauntlesses of VMSB-232. The flying leathernecks duly arrived over their advanced base on the northern plain of Guadalcanal, in the Solomon Islands, becoming plank-owners in the “Cactus Air Force.”

“Cactus” was Guadalcanal’s code name during Operation Watchtower, America’s first offensive of World War II. The Solomons were strategically positioned either to interdict or protect sea lanes from Samoa to Australia, and the Allies aimed to prevent the Japanese from expanding their bases in the area. When Carl arrived, however, the new airfield on Guadalcanal—named for Major Lofton Henderson, who had died at Midway—was within range of enemy artillery. Land-based bombers frequently attacked from Rabaul, some 600 miles northwest. Smith’s men lived under tents or shelter halves, eating canned food and Japanese rice, and performing aircraft maintenance in the open.

On the 24th VMF-223 tied into a formation of Nakajima B5N2 Kate bombers from the light carrier Ryujo plus twin-engine G4M1 Betty bombers. In a prolonged engagement, Carl gunned down four enemy airplanes, becoming the Marines’ first ace. Later that day planes from Saratoga sent Ryujo to the bottom.

In all, Smith and company claimed 20 kills and probably got 12, losing one pilot. That day set the pattern for the CAF, which relied on coast watchers for warnings of inbound raiders. As Carl explained: “We needed about 45 minutes to start up, take off and climb to altitude to intercept the bombers. I liked to attack from an overhead position because directly above the target you were mostly immune to return fire. The tail gunner might get a shot at you as you dived past, but if you did it right, by then he was dead.”

On August 26, Marion was entering Henderson Field’s landing pattern when he was attacked by an audacious Zero pilot. Antiaircraft gunners protected the Wildcat, but as the enemy fighter made off Carl firewalled the throttle and cranked his wheels back up, determined to chase down the Japanese pilot. The Zero reversed course, approaching the F4F from overhead.

The Marine flier accepted his challenge. He pulled into a near-vertical climb with maximum power, tracking the Zero for a full deflection shot. It was an all-or-nothing gamble: If he missed, the Zero would have him cold. But Carl didn’t miss. The enemy fighter exploded, showering parts along the beach. Later reports would show the pilot was Lt. j.g. Junichi Sasai, a 27-victory ace of the Tainan Kokutai (naval air group).

Carl and “Smitty” were soon engaged in a friendly rivalry for top score in the Cactus league. By September they were neck and neck at about a dozen each when Marion’s plane was hit by an unseen Zero, and he had to bail out. Five days later he returned to Henderson, reportedly demanding that Brig. Gen. Roy Geiger ground Smith for a comparable period.

Besides his natural skill and frequent opportunities for combat, much of Carl’s success at Guadalcanal was based on his ability to sleep anywhere, ignoring ambient noise as he had at Guantanamo. That knack, combined with rugged Nordic stamina, kept him alert and eager for combat.

When VMF-223 rotated out of Guadalcanal in early October, Smith and Carl were America’s leading aces, with 19 and 16.5 victories, respectively. “John L.” received the Medal of Honor, while Carl, promoted to major in early 1943, took over the squadron.

Guadalcanal heroes: On November 4, 1942, (from left) Major John Smith, Major Robert Galer and Captain Marion Carl were awarded Navy Crosses by Admiral Chester W. Nimitz. (National Archives)
Guadalcanal heroes: On November 4, 1942, (from left) Major John Smith, Major Robert Galer and Captain Marion Carl were awarded Navy Crosses by Admiral Chester W. Nimitz. (National Archives)

Back at El Toro, Calif., Carl re-formed VMF-223, which was reequipped with Vought F4U-1 Corsairs. By that time he had married 19-year-old model Edna Kirvin, whom he met during a bond tour in New York. Their time together was limited. The squadron returned to the Pacific in July 1943, arriving at Vella Lavella, in the Solomons, in November. Late that year the Allies began a campaign against the Japanese naval air bastion at Rabaul, on New Britain, in which VMF-223 regularly participated.

Carl downed two more planes in December, running up his total to 18.5. But after the loss of noted Marine aces Greg Boyington (captured in January 1944) and Bob Hanson (killed in February), Carl’s tour was cut short. He was assigned to the first class at the Naval Test Pilot School at Patuxent River, Md., where he remained through the end of the war.

By then Carl’s cockpit skills were legendary. While flying an F7F Tigercat at Patuxent River in 1945, he was jumped by an F8F Bearcat. The two Grummans chased each other around for a time, neither managing to gain an advantage. After landing, the Bearcat pilot, Lieutenant Alexander Vraciu—the Navy’s fourth-ranking ace—called operations and asked who had been flying that F7F. On hearing it was Lt. Col. Carl, he said, “Oh, that explains it!” It shouldn’t have been possible for the bigger, heavier Tigercat to maneuver with a well-flown Bearcat, but Carl had managed it.

Carl relished testing a variety of aircraft. He became the first Marine to land a jet on a carrier and the second leatherneck to fly helicopters, though he didn’t apply for an official helo rating until much later in his career. During the late 1940s, when the Navy and Air Force were competing to become the first to exceed the speed of sound, Carl was among the naval aviators assigned to the Douglas D-558-1 project, flying the red Skystreak to a world record 650 mph in August 1947. He and Douglas designer Ed Heinemann were confident they could exceed Mach 1, but the Navy was unwilling to spend another $50,000 per flight. Air Force Captain Chuck Yeager broke Carl’s record in the Bell X-1 two months later.

Carl went on to command the Marine Corps’ first jet squadron, VMF-122, flying McDonnell FH-1 Phantoms in 1948. But he later returned to flight testing, and in 1953 piloted Douglas’ sleek white D-558-2 to a record 83,235 feet and an unofficial speed record of 1,100 mph.

What could be considered Carl’s ultimate test came one night in 1949, when he lost his electrical system—radio, lights and most instruments—while flying an F9F-2 from Los Angeles to San Diego. Then the engine quit. Rather than point the nose west and pull the handle, he accepted the challenge. He took advantage of excess altitude to buzz the North Island tower, hoping operators would illuminate the runway. But when there was no response from the tower, as he explained, “I pulled up from my pass at the tower and wrapped the Panther into a 270-degree turn. Everything was alright until the base leg, when the windscreen froze over. I had to skid the plane so I could look out one side, but I made a successful deadstick landing.”

Carl hiked back to the tower and told the crew to arrange for a tow. The duty officer laconically answered, “Oh, I thought that was just somebody flat-hatting!”

With additional success came the inevitable setbacks. In April 1952, Carl logged his second emergency jump while testing the Grumman AF-2 Guardian anti-submarine aircraft. Without a recovery tail chute, the plane entered a flat spin. He pulled the handle, but the ejection seat failed, forcing him to bail out manually. It took him two attempts before he got out at the last second. He landed in the splash of the Guardian, and was initially thought to have died in the incident.

Later that same year Carl landed short in an F9F-5 that was beset by fuel and flap problems, fracturing a vertebra. He recovered from that mishap, but the Panther had to be written off.

Carl also became a player in the covert action integral to the Cold War. Commanding VMJ-1 in 1954, he was tasked by the Pacific Fleet with conducting clandestine recon missions over China, watching for hostile actions toward Taiwan. The squadron flew photo versions of the McDonnell F2H Banshee, and though Carl had no experience with the mission, he trusted his subordinates. He flew armed escort for the “photo Banos,” which were intercepted by MiG-15s on one occasion. After exercising some world-class evasive aviating, he was surprised to find his wingman still with him. Later that lieutenant confided,“Colonel, I wasn’t about to lose you over China!”

In the 1950s, Carl flew the photoreconnaissance version of the F2H Banshee on clandestine missions over China. (U.S. Marine Corps)
In the 1950s, Carl flew the photoreconnaissance version of the F2H Banshee on clandestine missions over China. (U.S. Marine Corps)

While leading Marine Air Group 33 in 1956, Carl enjoyed dogfighting all comers in free-for-alls over Southern California, even though full colonels were officially discouraged from indulging in such frivolities. He favored Douglas’ sporty F4D Skyray for its climbing power and agility. At one point he was busted when a junior birdman reported a particularly aggressive “Ford” pilot wearing a red flight suit—a gift from Grumman test pilot Corky Meyer. Carl never wore it again.

In the late 1950s Marion became interested in the nascent manned space program. Given his flight test background, he was more than qualified, but his NASA career was scuttled before it began because at 6-foot-2 he was too tall for the cramped confines of a Mercury capsule. The Marine slot went to John Glenn.

As a brigadier general, Carl took the 1st Marine Brigade to South Vietnam in 1965. While there, he continued flying nearly everything in the inventory: A-4s, F-4s and F-8s, but mainly H-34 helicopters and UH-1 gunships. He relished the opportunity to support Marine infantry, but like most military professionals was not impressed with President Lyndon Johnson’s conduct of the war. Long afterward Carl commented, “My biggest job was preventing us from doing something stupid.”

Carl always insisted Edna got him his first star, but he liked to think that he earned the second on his own. In 1967 he assumed command of the 2nd Aircraft Wing at Cherry Point, N.C. Disappointed with the 9-to-5 attitude he found there, he tightened up the discipline considerably—resulting in some resentment—but also continued flying.On occasion, for example, he would transport the wing’s band to performances via a Douglas C-54 transport.

His final assignment was as inspector general of the Marine Corps from 1970 to 1973—a dead-end position engineered by rivals competing for a third star. Major General Carl retired with 13,000 hours in the cockpit, about twice as much flying time as his most active contemporaries.

In retirement, he settled into life as an avid outdoorsman in his native Oregon near Roseburg, enjoying hunting, fishing and hiking. Those who met him then were usually astonished to learn about his military background, in part because he was extraordinarily quiet, almost to the point of shyness. In fact, Carl described aerial combat and milking cows in the same tone. He answered the phone with “This is Marion,” and seldom if ever described himself as“General Carl.”

Approaching age 80, Carl showed signs of impending Alzheimer’s—a concern to Edna, as well as their daughter and son.Though his condition worsened as time went on, it didn’t prevent him from rescuing a boater who nearly drowned in the Umpqua River near the Carls’ home.

On the night of June 28, 1998, a 19-year-old intruder broke into their house. When 82-year-old Marion confronted the criminal while trying to protect Edna, he was killed by a shotgun blast.The murderer was caught in California, brought back to Oregon,convicted and sentenced to death. In 2012, however, Oregon’s governor suspended all executions, and the following year a judge ordered a new sentencing hearing.

Wearing his dress blues, Maj. Gen. Marion Carl was buried in Arlington National Cemetery. He rests there among fellow illustrious Marines, including Joe Foss, Ken Walsh and Greg Boyington.

Roseburg’s municipal airport was subsequently renamed Major General Marion E. Carl Memorial Field. In 2001 Carl was inducted into the National Aviation Hall of Fame. MCAS Kaneohe, Hawaii,was also rededicated in his name in 2009.

The late general’s impressive honors—21 combat decorations, triple-ace status and all the flight-test records—remain an inspiration to modern aviators. But even taken as a whole, they can’t define the man. Had Marion Carl never flown in combat or strapped into an X-plane, he would still have been that rare phenomenon: a natural-born airman. And a natural gentleman.

Arizona-based aviation writer Barrett Tillman has authored more than 50 books and 650 magazine articles. His latest book is Forgotten Fifteenth: The Daring Airmen Who Crippled Hitler’s War Machine. With Maj. Gen. Marion Carl he penned Pushing the Envelope: The Career of Fighter Ace and Test Pilot Marion Carl, which is recommended for further reading.

Originally published in the May 2015 issue of Aviation History. To subscribe today.

Want to add Carl’s Guadalcanal F4F-4 Wildcat to your collection? Build your own here!