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When China lured Japan into urban combat in 1937, the result revealed the Empire’s strengths—and its liabilities.

All throughout the 1930s, Japan pecked at China, provoking “incidents,” demanding apologies, brandishing ultimatums, and seizing terrain. Generalissimo Chiang Kai-shek, leader of China’s ruling Nationalist Party, kowtowed to each aggression, surrendering sovereignty and chunks of territory—Manchuria in 1931, and later substantial pieces of North China near Beijing: the entirety of Jehol Province in 1933, and sections of the Chahar and Hubei provinces in 1935.

Rather than confront the Japanese, Chiang preferred to focus his Central Army on suppressing Mao Zedong and his Communist Party, the Nationalists’ domestic foes. In 1932, for instance, when Japanese forces squared off against a warlord’s private army at Shanghai, Chiang withheld his troops, and the Japanese used amphibious landings along the Yangtze to whip the warlord. The Generalissimo’s chronic capitulations to the enemy enraged many Chinese patriots. Frustration climaxed in December 1936 in Xi’an, when the rabidly anti-Japanese Zhang Xueliang, known worldwide as the Young Marshal for his hereditary status as warlord of lost Manchuria, refused an order to fight the Reds. When Chiang traveled to Xi’an to force the matter, Zhang kidnapped him. The Young Marshal held Chiang until he agreed to stop scourging Mao and align with the Communists and other Chinese factions in a united front against Japan. This forced the Generalissimo to choose between fighting the foreign assailant and losing what the Chinese called the Mandate of Heaven— akin to the divine right of kings but verified by popular support—that kept Chinese leaders in power.

After a July 1937 incident at Marco Polo Bridge, near Beijing, the Japanese poured an army into North China, expecting and obtaining an easy victory. Chiang responded from the balcony at his military headquarters in the cool mountains of Jiangsu Province, south of the Yangtze: “If we allow one more inch of our territory to be lost,” he declared, “we shall be guilty of an unpardonable offense against our race.” But Chiang did not want to fight in earnest on North China’s open terrain, where his lightly equipped infantry stood little chance against Japan’s tanks, artillery, airpower, and rapid coordination, and where his Central Army could only be supplied by two vulnerable railways. The Generalissimo, however, could take the war south, forcing the Japanese to fight in the lower Yangtze Valley. This time Chiang would make a stand at Shanghai in a blood-soaked donnybrook, the first, the biggest, and the most important battle on the Asian mainland during what would become World War II— a battle the Japanese only barely managed to win.

Built on the banks of the Huangpu, 12 miles south of where that river meets the Yangtze, Shanghai dominated a swampy peninsula that jutted into the East China Sea between Hangzhou Bay and the Yangtze Estuary. In 1937, a century after being founded as a foreign-controlled trading zone, Shanghai was Asia’s most economically and culturally powerful city. Its heart was the Bund— an imposing curve of the Huangpu shoreline crowded with hotels, banks, and trading houses.

Shanghai’s status as a trading center meant the city didn’t wholly belong to its millions of Chinese residents. Of these, 1.5 million lived among the 60,000 foreigners who occupied two neighboring redoubts of Western privilege and power: the International Settlement and the French Concession, neutral enclaves that together were half the size of Manhattan. Another 2 million Chinese lived in the Chinese-run districts of Greater Shanghai that had grown up around the foreign enclaves. Turgid Suzhou Creek split the International Settlement, and since the early 1900s the Japanese had dominated the two districts on the northeast side, Yangshupu and Hongkou. These neighborhoods and their industrial areas were vulnerable, the 30,000 resident Japanese and their economic interests defended only by the few thousand Imperial Navy marine infantrymen based there.

Chiang Kai-shek understood that fighting in a city would negate many of Japan’s military strengths. He also understood that he did not actually need to beat the Japanese: For long-abused China, a stalemate leading to a fair, negotiated peace would represent a massive success, one likely to cement the nation behind Chiang. The Imperial Japanese Navy could steam up the Huangpu to bring reinforcements and lend gunfire support, but in that setting warships would be highly vulnerable. And Chiang expected China’s new air force—trained and advised by General Claire Chennault and other Americans—to drive the invaders back to the sea. As a battleground, Shanghai offered the Generalissimo every military advantage. He gave less consideration to the millions of Chinese civilians living there.

During July, tensions between the opposing forces swelled until Shanghai was seething. The pot boiled over on August 9 at the gates of a military airfield west of the city when Chinese guards killed a Japanese navy officer and an enlisted sailor whom they denounced as spies.

In response, Japan effectively demanded that China abandon Shanghai.

Within two days, four Japanese cruisers and 10 destroyers sailed up the Huangpu, batteries cleared, decks sandbagged, rails a-bristle with machine guns. Soon 32 warships clogged the river. From these vessels, 3,000 to 4,000 marines rushed into positions on the boundary separating Hongkou and Zhabei, the dense Chinese district to the west. That maneuver essentially doubled the size of the Japanese ground force in Shanghai.

As the Japanese were moving, the 50,000-man cream of Chiang Kai-shek’s Central Army, advised and trained by Germany since the late 1920s, was converging on Shanghai to surround the critical Japanese-held districts. The 55th Division occupied the Huangpu bank opposite the Japanese holdings.Lieutenant General Sun Yuanliang’s 88th Division garrisoned Zhabei, demolishing buildings’ interior walls to create redoubts and digging in around North Railway Station, a concrete blockhouse that dominated the neighborhoods outside Hongkou’s northwest corner. To complete the hemming of Japanese districts against the Huangpu, the 87th Division under Lieutenant General Wang Jingjiu deployed along the north.

On a muggy, fetid August day, Chinese regulars and Japanese marines faced off across the barricades as opposing patrols clashed in Zhabei and Hongkou. All day, tens of thousands of sweating refugees trudged out of the threatened districts over the Suzhou Creek bridges and into the supposed safety of the International Settlement. A crush of displaced humans, carrying what possessions they could, squatted in doorways and alleys, on street corners, windowsills, and sidewalks, and packed the Bund, hoping the crisis would spare them.

The afternoon passed in calm, but before sunset the guns barked again. Artillery boomed. Flames lit the night as structures burned north of Suzhou Creek, which cut off Hongkou from the rest of the settlement. Feeling safe on its opposite bank, Westerners stood on rooftops, sipping cocktails, and watched the contested districts burn. It was Friday, August 13, 1937, and Asia’s last hopes for peace were vanishing in the gunfire.

Before dawn on Saturday, August 14, a typhoon swept in from the China Sea and quelled the infernos. Later that morning, Japanese warplanes dove on targets around North Station. Chinese air force attempts to drive the Japanese navy from the city went disastrously awry: instead of striking the enemy flagship Idzumo, the bombs exploded among two clusters of refugees inside the International Settlement, killing 1,740, a preview of feckless sorties in the months to come. Chinese artillery, mostly wheeled French 75mm guns from World War I, had to be repositioned for every shot. Aimed line-of-sight at Japanese vessels, the surplus field cannons merely drew killing fire from heavier naval guns.

Unable to confine the war to North China, Japan mobilized the Shanghai Expeditionary Force, commanded by General Iwane Matsui. A wizened, pitiless reed of a man, Matsui, 64, had brushcut hair,jug ears,and a wiry moustache.He had fought the Russians in 1904–05, and again in the 1920s. Bounding out of retirement despite chronic tuberculosis, Matsui began embarking his two divisions of reinforcements from Japan, but they wouldn’t reach Shanghai for a week. In the meantime, the marines of the Japanese naval landing party were fighting for their lives.

Inside the city, the Japanese and Chinese traded jabs along the Hongkou-Zhabei boundary, the Chinese position anchored by North Station and the Japanese lines by their headquarters nearby. Straw-sandaled Chinese infantry lunged with bayonets into eastern Hongkou and Yangshupu, making substantial gains. Mortar rounds rained, 5- and 8-inch naval artillery wrecked row after row of buildings, machine gun fire ripped streets, and grenades boomed in contested structures.

Attacking ferociously the night of August 17, Chinese vanguards advanced to within a mile of the waterfront, creating a salient that threatened to bisect the Japanese defenses. Outnumbered Japanese marines, their backs against the river, fought hard, supported by destroyers and cruisers firing from the Huangpu. Several thousand Japanese reinforcements marched from the docks straight into battle. The New York Times reported Japanese destroyers idle in the river, their crews sent to bolster the marines fighting ashore. The Times did not have an exclusive. With the foreign concessions offering comfortable sanctuary near the fighting, correspondents from around the globe were covering the battle in extraordinary detail.

The night of August 18, the Chinese broke through the east side of the Japanese lines. A Chinese detachment actually reached one of the numerous wharves, threatening catastrophe until, after sunrise, desperate Japanese marines counterattacked behind light tanks and armored cars as warships belched shells pointblank. Lacking heavy arms, the Chinese withdrew, enduring terrible casualties. House-to-house fighting continued through the windless, brooding heat into the night of August 21. Under a gibbous moon, foreigners watched the apocalypse from aeries south of Suzhou Creek. Flames rippled skyward. Searchlights lanced the smoke. With hellfire flashes, naval salvos illuminated ruined warehouses and factories. The crackle of small arms was punctuated by artillery and bomb blasts. Through horrific fighting, the Japanese restored their lines.

General Matsui’s expeditionary force arrived the night of August 22. Dispatched from warships in the Yangtze, lead elements of the Japanese force landed from flat-bottomed barges and other shallow-draft vessels to assault fortified towns from the mouth of the Huangpu to Liuhe, 17 miles northwest. Matsui intended to outflank the Chinese in Shanghai with a quick drive inland to the crucial towns of Dachang and Nanxiang, 5 and 12 miles west of the city respectively. A cocksure Japanese army spokesman crowed that the landings would “deal a death blow” to the Chinese.

He spoke too soon. Recalling the amphibious landings of 1932, the defenders had anticipated this maneuver, and their diligence slowly revealed itself: The dug-in Chinese contained the landings. Only in the northern sector, where the Japanese penetrated a few miles inland before the Chinese 15th Army Group halted them, did the invasion go well. Near the Huangpu, at Baoshan and Wusong, Chinese infantry had the Japanese barely clinging to the flat, muddy riverbanks despite gunfire from 26 Japanese warships and bombing raids by an aerial armada flying relays from two fields recently constructed on an island in the Yangtze, only 10 miles away.

Under constant bombardment, a Chinese division held the Wusong forts for a week. Scarcely a man survived; none surrendered. Japanese firepower inflicted terrible casualties, but the invaders could not call their beachheads secure until September 4, when they drove the last Chinese from Baoshan and linked to the lodgment they had won to the north.

Chinese counterattacks with bayonets, grenades, and small arms did no more than prompt minor retreats at horrendous cost. Both sides reinforced. The Japanese had driven only two and a half miles inland. Foreign correspondents invoked World War I’s trench warfare, calling the struggle “a Yangtze Verdun” and noting that the Japanese were as stymied northwest of Shanghai as they were inside the city. The barbarity became clear to New York Times correspondent Hallett Abend when a Chinese official told him, “In this war no prisoners are being taken on either side—not even wounded prisoners.” Touring field hospitals, Abend found not a single Japanese under Chinese care, and no Chinese in Japanese hands.

From their beachhead, Matsui’s divisions slogged four miles inland toward the fortified village of Yanghang through awful terrain. The Yangtze Delta swarmed with mosquitoes, its landscape crisscrossed by tidal creeks and irrigation channels bottomed by thick, oozing mud. In the sweltering weather, thirst plagued both sides; none of the abundant water was fit to drink. The Japanese hoped taking Yanghang, in conjunction with a push north from Hongkou toward Jiangwan—a modern town a few miles up the Shanghai-Wusong Railroad—would pinch the Chinese out of the bend in the Huangpu north of Shanghai. On September 11, as they reached Yanghang, the Japanese advanced beyond the range of their naval guns. The Chinese counterattacked, swarming the enemy infantry with knives, swords, and bayonets. The Times’s Abend reported that the village changed hands several times, with heavy casualties all around, but when the fighting petered out, the Japanese held Yanghang.

Two nights later, the Chinese conducted an orderly withdrawal from the west bank of the Huangpu north of the International Settlement. They abandoned Jiangwan and manned previously prepared trenches stretching northwest from Zhabei to Liuhe through Dachang and Liuhang—an intermediate position in front of the main defensive line, which passed through Nanxiang. Facing two well-fortified defensive positions, and with the Chinese right flank anchored to the International Settlement, Matsui seemed to have only one option: another amphibious assault, at the risk of being pinned into another beachhead.

The Chinese won the world’s admiration with their stoic tenacity, but by mid-September Chiang’s Central Army had lost more than 35,000 of its best men, forcing commanders to commit to the front provincial units of much lower caliber. And the battle for Shanghai was far from over.

In mid-September, fighting ebbed. Rain fell. The Japanese landed more men and prepared another offensive, which erupted on September 26 along the entire 20-mile front. However, in swampy paddies dotted with tiny villages recast as Chinese strongpoints, Japanese mechanized forces made scant progress. The Chinese counterattacked fiercely but Japanese firepower continued to inflict heavy casualties. “We must attack them to provoke a fight, because the Japanese keep hiding behind their warships, airplanes, and artillery,” a wounded Chinese soldier of the 98th Division told an Associated Press correspondent.

Though Japanese warships and bombers constantly pummeled North Station in Zhabei, their repeated tries failed to dislodge the Chinese from their fortifications. Hampered in early October by rain and mud, the Japanese battered on. They fought across the Lotien-Liuhang Highway on October 3, hoping the progress they were making northwest of the city would finally compel the Chinese to abandon Zhabei. But in Zhabei the invaders stalled, and northwest of the city they could measure gains only in yards. Stubbornly defended pillboxes and crafty entrenchments dogged the advance.

In mid-October the battles began for Dachang and Nanxiang, and severe fighting seesawed along the banks of the creek that ran from Nanxiang to Wusong. Both sides suffered tremendous losses, but the Chinese paid more dearly. On October 19 fighting reached Dachang, which for a week became a “raging inferno of death and destruction,” the China Weekly Review wrote. Finally, on October 25–26, the Japanese captured Dachang, exposing the Chinese flank at Zhabei. At 10 p.m. on October 26, the Chinese began evacuating the district, burning all they left. By sunrise, Zhabei was a wall of flame nearly six miles long. To cover the retreat, a 423-man battalion of the Chinese 88th Division fought from a reinforced concrete warehouse on the north bank of Suzhou Creek. The unit held out for four days, whereupon the battalion’s 377 survivors accepted a reprieve from Chiang Kai-shek and dashed through enemy fire to the safety of the International Settlement.

The Chinese lines now stretched south from the Yangtze above Liuhe to Suzhou Creek, and east along the creek’s south bank to the boundaries of the foreign concessions. Most positions were well beyond Japanese naval gun range. As the Japanese brought up tanks, heavy artillery, engineers, and bridging equipment, foreign military observers reported 150,000 Chinese were sandbagging firing positions, entrenching, and building pillboxes in what the onlookers considered the strongest Chinese positions to date. But the observers were unaware that 80 days of hard fighting had stretched the Central Army to its breaking point.

On November 1, the Japanese forced a crossing of Suzhou Creek a few miles east of the International Settlement. Over the next few days, bitter fighting flared around the bridgehead. Barely holding on, the Chinese devoted much of their dwindling reserve to containing the salient—just as General Matsui had hoped. The effort against the bulge would keep the Chinese from countering the flanking maneuver he planned.

Concealed by fog on November 5, assault elements of three Japanese divisions landed at Jinshanwei, 50 miles southwest of Shanghai on Hangzhou Bay. The first hours were critical. If the Chinese sealed off the landing zones and kept these foes from linking with comrades in Shanghai, the landing force would be vulnerable to piecemeal defeat. If the Japanese broke out, an army corps would be loose in the Chinese rear flank, threatening Chiang’s army with annihilation.

The Chinese had proven their mettle in shattered Shanghai and in bloody quagmires north and west of the city. But at mobile warfare they were no match for the Japanese, whose vanguards quickly overwhelmed two second-echelon Chinese infantry divisions holding inadequate coastal defenses.

Matsui’s Hangzhou wager ended the stalemate. Advancing double-time for 26 hours, three Japanese columns penetrated 20 miles inland. The attackers’ left wing drove 50 miles southwest to sever rail, motor, and canal communications to Shanghai. The right wing advanced to cast a cordon east of the city. A central thrust hammered toward Sonjiang, a railroad town southeast of Shanghai whose capture would imperil any Chinese forces remaining in the city’s vicinity.

Outflanked, the Chinese army collapsed and fled west. Fastmoving Japanese columns slaughtered defenders while navy planes harried them from land bases around Shanghai and from the aircraft carrier Ryujo, lying off the coast.

Japanese units north and west of Shanghai swept over Suzhou Creek and around the foreign settlements, and soon Greater Shanghai was in their hands. Rats and dogs gorged on rotting corpses. The stench of decay hung over the ruined districts of Hongkou, Yangshupu, and Zhabei. High above Zhabei’s ashes, the Japanese flew a barrage balloon from which fluttered a self-congratulatory banner. It was November 11, Armistice Day, 19 years after the end of the war to end all wars.

At 12:45 p.m., Matsui held a press conference in what had been a classroom. Wearing a plain, crisp uniform with no medals, he stood at a sheet-draped table on which rested three vases of chrysanthemums and praised his foes’ courage in a voice that seemed powerful coming from so slight a figure. Matsui told correspondents he would take “any steps” necessary to secure Japanese interests, but promised nothing “brutal and foolish” would happen in Shanghai. “The fundamental thing to understand,” Matsui said, “is that Japan is not an aggressor but came here to restore order among the civilian population of China.”

As Matsui spoke, his legions were chasing the remnants of the Chinese army west, toward Nanking.

Militarily, the Battle of Shanghai ended in calamity for Chiang Kai-shek. While the titanic clash bolstered his anti-Japanese credentials at home and abroad, his Central Army never recovered from the attritive campaign. Obsessed with saving what remained of his military power for the inevitable showdown with Mao and his Communists, the Generalissimo never again sought bold confrontation with Japan.

But the Battle of Shanghai was a much more close-run affair than most historians have appreciated. Only by risking the landings at Hangzhou Bay had Matsui brought the stalemate to a close. If the Chinese had prevailed at Hangzhou, they might well have divided the Japanese forces and negotiated a fair peace.

For Japan, Shanghai marked a triumph but not a decisive victory. The Empire had mired itself in a war it could not end. Floundering to finish it, the Japanese blundered into ever-greater strategic debacles. Their December 1937 rampage in Nanking would stain the Empire deeply, and in time cost General Iwane Matsui much more than his reputation. Convicted by the International Military Tribunal for the Far East as a Class B and C war criminal, Shanghai’s conqueror and Nanking’s despoiler joined Hideki Tojo and five others at Sugamo Prison on December 23, 1948, for a march up the gibbet stairs to be hanged.


Originally published in the June 2013 issue of World War II. To subscribe, click here.