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The Battle of Midway’s Medal of Honor Recipient: Captain Richard Fleming

Richard Eugene Fleming was born on November 2nd, 1917 in St. Paul, MN. His father was Michael Fleming— an Englishman who was the vice-president of a wholesale collier, the job was fortunately enough to be able to send all three of his sons to college.

Richard attended Saint Thomas Academy, a Roman Catholic military prep school. He proved to be popular, even being dubbed the “Top Student Officer” by his peers. Fleming graduated from Saint Thomas Academy in 1935. He was then accepted into the University of Minnesota. During Richard’s time at the university, he became the president of the university’s Delta Kappa Epsilon chapter.

A photo of Richard Fleming that was featured

in the University of Minnesota yearbook, 1939.

(Colorised by myself).

Among the class of 1939 at the University of Minnesota, Richard Fleming graduated with a bachelor of arts. After graduating, Fleming set his eyes on a new path: the military. He enlisted in the United States Marine Corps Reserve on December 15th, 1939.

His goal was to become a marine aviator, and was accepted into the USMC Flight Training Program on January 25th, 1940. Now becoming an aviation cadet, he was sent to Pensacola, FL to begin his training.

Just less than six months after being granted the chance of becoming an aviator, he graduated top of his class and earned his silver flight wings on December 6th, 1940. In his graduating class were people such as Bruce Prosser, who would go on to fly with Fleming during the Battle of Midway in June of 1942, and the future executive officer of the famous “Black Sheep Squadron” (VMF-214): Pierre Carnagey.

Richard Eugene Fleming in his Navy ”Dress

White” attire. Circa Late 1941-Early 1942.

(Colorised by myself).

His first posting was at San Diego‘s Naval Airbase in California, then being transferred to Ewa Field, HI. He was in VMSB-231, a marine naval dive bomber squadron. In February of 1941, Fleming’s father, Michael, passed way, leaving his mother, Octavia, as the head of the family.

Fleming used clever ways to convey messages that he knew wouldn’t make it past the military censors by encrypting them into his writing. One such instance occurred in a letter dated December 4th, 1941, when he stated: “This is the last time I'll be able to write for probably sometime. I'm sorry I can't give you any details; it's that secret.”

Two days later, eighteen SB2U Vindicator dive bombers from VMSB-231 took off from Ewa. A two hour flight followed, the destination being the carrier USS Lexington (CV-2). After touchdown, the aviators remained aboard the head of the Lexington Class series of aircraft carriers.

On December 7th, 1941, Japanese fighters, torpedo bombers, dive bombers, and midget submarines took part in an attack on the American Pacific Fleet, which was stationed at Pearl Harbor, HI. Along with the military facilities around Pearl, Ewa Field was also bombed. Had the men of VMSB-231 stayed at Ewa, many of them could’ve perished in the attack.

The attack brought the United States into World War II, which had seemed like a distant echo from Europe to much of the American populous at the time.

The now First Lieutenant Fleming and the eighteen SB2Us returned to Ewa shortly after the attack. Ten days after the raid occurred, VMSB-231 received new orders: they were to immediately ship out to Midway Atoll, a small United States military facility in the Pacific. It’s name, Midway, came about because of its geographical location. It was almost exactly half way between the US and Japanese mainlands.

The flight distance was one of 1,137 miles. The flight set a record for the longest distance travelled by a group of single engine aircraft. Upon arrival, the garrison at Midway welcomed the vindicator dive bombers, as the amount of aircraft stationed at the Pacific island was minimal.

While stationed at the atoll, VMSB-231‘s SB2Us and VMF-211’s Buffalo fighter planes were combined and put into Marine Air Group 22 (MAG-22). Nearly half of VMSB-231 departed Midway to form a reorganised squadron.

Those who remained fell into another squadron, VMSB-241, dubbed the “Sons of Satan”, commanded by Major Lofton Henderson. Henderson and the rest of VMSB-241 had previously arrived at Midway Atoll after being transported to the islands by the USS William Ward Burrows on April 17th, 1942.

The day after VMSB-241 arrived at Midway, a Lt. Col. Jimmy Doolittle (along with his crew) and 16 other B25 crews took off from the USS Hornet en route to Japan. They were to be the first Americans to bomb the Japanese mainland.

Though Doolittle's attack didn’t do a whole lot for the industrial war effort, it boosted the American public’s morale. Most of the news from the Pacific Front were bad, contant loss of ground and high casualty rates definitely put the feeling of loss and sorrow in countless American households, but to hear that American bombers bombed the enemy capital, Tokyo, and put the empire’s emperor at risk raised spirits undoubtedly.

The Sons of Satan remained on Midway indefinitely, and on May 25th, 1942, Fleming and five other lieutenants in VMSB-241 were promoted to the rank of captain. A day later, Fleming was given a newer model of dive bomber that he would be flying: the SBD-2. Half of the squadron still remained with the slow and outdated SB2U Vindicators which they had flown to Midway the previous December.

A group photo of the officers in VMSB-241,

Fleming is in the top row, fourth from the right.

The squadron’s commander, Henderson, is in

the first row, third from the right. In the second

row, a fellow St. Paulite by the name of Thomas

Gratzek Jr can be seen kneeling, 1st man to the

left. May, 1942. (Colorised by myself).

Each marine stationed at Midway had a sinking feeling, it was becoming more obvious by the day that combat was coming their way. Every man who was on Midway Atoll no doubt knew about the Japanese seizure of Wake Island, and that the chances they had faced on Wake were extremely slim.

On May 30th, 1942, Fleming summed up his feelings in a letter to a friend: “Suffice it to say that I've been prepared for this rendezvous for some time.” Fleming remained confident, often speaking of how he was going to finish off a Japanese carrier, and remaining somewhat positive, regardless of the pensive mood shown by many of the other airmen in his squadron.

On June 4th, 1942, the day arrived. The Japanese put Operation MI into effect, and the Battle of Midway began. The men of VMSB-241 were given their orders: “standby and warm up your aircraft”. The airmen did just that and waited for their turn to depart from Midway’s airfield.

The first group to leave Midway consisted of the fighters in VMF-211. After that came a flight of B17 heavy bombers who departed the island and began to head to the supposed location of the Japanese carrier fleet. After all other air groups had taken off, it was VMSB-241‘s turn.

After takeoff, with Midway still in sight behind the dive bombers, Fleming’s rear gunner, Cpl. Eugene Card, noticed puffs of smoke above Midway; it was the anti aircraft gunners on the island firing at Japanese dive bombers. As they flew toward the seemingly endless Pacific Ocean, they could only watch as the Japanese dive bombers turned the Midway to rubble.

Card was the first to bring up the smoke, calling it out over the intercom to Fleming, who responded, “Well, this is it. All right.” After a brief moment of silence.

Henderson peeled off from the front of the formation in order to encourage and keep some of the less experienced pilots in formation. This action meant that Fleming, who was #2 plane, was now leading the first wave of the squadron‘s attack. In order to properly lead a squadron into battle, one needs to have a large amount of navigational knowledge, which Fleming had, as he was the squadron’s navigation officer. Fleming transferred control of the SBD-2 over to Card and began working on his map board.

After almost ninety minutes in the air, Card noticed 2nd Lt. Daniel Iverson frantically pointing downwards and to the right. Fleming noticed it too, and soon understood what Iverson was trying to say. He then called back to Card, “We’ve made contact, there’s a ship 10 o’cock. Do you see it?”

A few minutes later, Japanese A6M “Zero” fighters dove on the squadron and began cutting through the obsolete SB2U and SBD-2s. “Here they come!” Fleming yelled back to Card. Card then spun his seat backwards and prepared his 30. Cal machine gun.

The squadron then began their dive. Soon after Henderson had begun it, his plane was set alight. He then lost control and crashed into the ocean, killing both him and his rear gunner. Anti aircraft fire Fleming was now in command. Fleming positioned his plane towards the Japanese carrier Hiryū and began his final approach. Card, the tail gunner, recalled the following to historian Walter Lord after the war:

Corporal Card heard something go Wuf! (It sounded, he later stressed, just the way a person would say Wuf in a normal voice. Then he heard it again, and again. Big, black, soft-looking balls of smoke, began to appear. It meant that they were now within antiaircraft range as well. A moment's relief when they hit the cloud bank 0 then worse than ever when they broke out the other side. At 2,000 feet they nosed down and began their final run. Now there was nothing between them and the enemy, twisting and turning below. Captain Fleming cut loose with a burst of his own, saw a whole gun crew topple over. Facing aft from his rear-seat position, Corporal Card could see very little, but he could hear more than enough. To the wufs of the antiaircraft fire there was now added the steady crackle of small-arms fire. The SBD lurched Somebody threw a bucket of bolts in the prop. Small holes appeared all over the cockpit and a thousand needles pricked his right ankle. Captain Fleming was running into still more trouble. Pulling out from his drop, another bucket of nails hit the prop. Something hard kicked Corporal Card's left leg to one side, and more holes appeared all over the cockpit. Then as the plane leveled off, Card caught his only good look at the carrier a writhing monster bristling with fast-firing guns, all pointing straight up, a steady jet of flame pouring from each. The plane was hit; he was hit; he couldn;t see how they'd ever get out of this alive; the only hope was they'd take a few Japanese with them.” (The quote is directly from

Fleming was able to release his bombs and pulled out of his dive at only 400 feet of altitude.

The other St. Paulite is VMSB-241, Thomas Gratzek Jr, hadn’t begun his dive when he was shot down. His plane was one of the first SBDs that was pounced on by the zeroes. Captain Armand DeLalio, leading the third section of the squadron saw Gratzek Jr’s plane get racked with rounds after one zero strafed it. The plane jerked and a fire started. The SBD-2 then began shuddering violently before crashing into the ocean. Both Gratzek Jr and his tail gunner, Charles Recke, were killed in the incident. His was one of seven planes in VMSB-241 that was shot down by enemy anti air or aircraft during the combat over the Japanese fleet on that day.

With planes still on his tail, Fleming manoeuvred left and right, twisting and turning in an attempt to avoid enemy cannon and machine gun fire. Eventually, most likely for fuel shortage, the zeroes who kept in hot pursuit of Fleming’s aircraft, peeled off and returned to the Japanese carriers.

The flight back to Midway was a tense one. Neither of them knew whether more enemies would come back to finish the job or if Fleming would be forced to ditch in the sea.

Fortunately, Fleming and Card were able to make it back to Midway alive. Fleming had landed his SBD-2 in a perfect three-point landing. Immediately after, he climbed out of the cockpit and onto the wing and exclaimed, “Boys, there is one ride I am glad is over.” Marines and ground crewmen rushed over to the idle plane and helped Gene Card out of his seat and loaded him onto a stretcher. Before he was taken to the island’s hospital, Fleming shook Card’s hand. That interaction was the last one the two would ever share.

When the plane was brought to a nearby hangar to be analysed by mechanics. During the evaluation of the aircraft‘s damage, it revealed that one of the landing gear had been popped and 179 holes were counted on the Dauntless. It was then declared that is was beyond repair.

Fleming was then assigned to the inferior and obsolete SB2U vindicator, and was assigned another tail gunner: Pfc. George Toms. Toms had been the tail gunner in an earlier mission which had attacked the Japanese battleship Haruna. The previous pilot had been George Lumpkin.

A scouting mission was planned to occur in which VMSB-241 would look for damaged ships which had been reported as withdrawing from Midway. Due to the insistence of the late Henderson’s successor, Major Benjamin Norris, the mission was to take place at 1900hrs. Norris had seen the ability of Japanese fighters, and was not going to waste more lives on a scouting mission.

They found nothing during the mission, and were compelled to fly back through heavy squalls in the midst of a pitch black night. Norris’ plane was lost in the thick clouds, and neither Norris or his tail gunner, Pfc. Arthur Whittington have been seen since.

With both Norris and Henderson MIA, Fleming assumed command of the vindicators. Cpt. Marshall Tyler assumed command of the Dauntlesses (SBD-2s).

On the night of June 4th, those who were alive and remained fell into an exhausted sleep and only hoped that they would make it through the next day.

The airmen were awakened after only four hours of sleep, and just like the day before, June 5th would bring no respite to the beleaguered pilots and gunners of VMSB-241.

American reconnaissance planes had spotted two Japanese naval vessels that had broken off from the fleet and withdrawing from the area. One of which was badly damaged and leaking oil, leaving a trail. The undoubtedly exhausted and irritated marines boarded their planes, probably keeping the resultless scouting mission from the night before in their minds.

By 0700hrs, VMSB-241 was in the air and headed to the ships’ last reported location. Fleming was leading five other vindicators which were struggling to keep up every step of the way due to the amount of damage they had taken from the previous day. Had such a crucial battle not occurred, the planes would‘ve been deemed unfit to fly due to the damage.

Fleming was flying a familiar plane to him, plane #2. He had flown it multiple times prior to Midway, so he was used to flying the vindicator.

After three quarters of an hour, a pilot made a sharp observation: the an oil trail. It was heading in the direction reported by the scout planes. The vindicators turned in the direction of the oil slick and followed it. After twenty minutes, and 0805hrs, the pilots spotted the enemy ships which had been reported both the night before and the prior hours.

The two ships, Mikuma and Mogami, had been severely damaged, but not by American actions. The two ships had collided. The damage made them very convincing targets. They were slow, damaged, and most likely down on crewmen. And so, the vindicators began their dive.

Looks can be deceiving, and the two heavy cruisers had extremely skilled anti aircraft gunners, and the slow and beaten vindicators being flown by exhausted men made easy targets. Cpt. Liam Williamson followed Fleming in a shallow glide attack, and was alarmed when smoke began flowing from Fleming’s engine.

As the attack continued, Fleming‘s vindicator burst into flames. Incredibly, Fleming kept his plane steady and pressed on his attack. The plane remained on course until Fleming was able to release his bomb at an altitude of five-hundred feet.

What followed after the release of his bomb is still up for debate. One story is from Akira Soji, the commander of the Mogami, recalled, “I saw a dive-bomber dive into the last turret and start fires. He was very brave.“ This isn’t confirmable, as none of Fleming’s squadron mates mentioned Fleming’s aircraft crashing into the ship. One of the men who was there, Eugene Webb, swore that he saw two parachute canopies floating down, this isn’t confirmable either.

One explanation for Soji’s thinking of an almost “American kamikaze” could be that Fleming’s bomb, which narrowly missed the ship, could‘ve been mistaken for the aircraft‘s impact.

Either way, Richard Eugene Fleming and George A Toms were never seen after that fateful attack.

For his brave actions on June 5th, 1942, Richard Fleming was posthumously awarded the Congressional Medal of Honor. His citation reads:

The President of the United States of America, in the name of Congress, takes pride in presenting the Medal of Honor (Posthumously) to Captain Richard Eugene Fleming (MCSN: 0-6395), United States Marine Corps, for extraordinary heroism and conspicuous devotion to duty as Flight Officer and a Pilot in Marine Scout-Bombing Squadron TWO HUNDRED FORTY-ONE (VMSB-241), Marine Air Group TWENTY-TWO (MAG-22), Naval Air Station, Midway, during operations of the U.S. Naval and Marine Forces against the invading Japanese Fleet during the Battle of Midway on 4 and 5 June 1942. When his Squadron Commander was shot down during the initial attack upon an enemy aircraft carrier, Captain Fleming led the remainder of the division with such fearless determination that he dived his own plane to the perilously low altitude of 400 feet before releasing his bomb. Although his craft was riddled by 179 hits in the blistering hail of fire that burst upon him from Japanese fighter guns and anti-aircraft batteries, he pulled out with only two minor wounds inflicted upon himself. On the night of 4 June, when the squadron commander lost his way and became separated from the others, Captain Fleming brought his own plane in for a safe landing at its base despite hazardous weather conditions and total darkness. The following day, after less than four hours' sleep, he led the second division of his squadron in a coordinated glide-bombing and dive-bombing assault upon a Japanese battleship. Undeterred by a fateful approach glide, during which his ship was struck and set afire, he grimly pressed home his attack to an altitude of 500 feet, released his bomb to score a near miss on the stern of his target, then crashed to the sea in flames. His dauntless perseverance and unyielding devotion to duty were in keeping with the highest traditions of the U.S. Naval Service.

The IJN Mikuma just after the dive bombers’

attack. (colorised by myself).

A photo of President Franklin D. Roosevelt

giving Fleming’s mother the Congressional

Medal of Honor, which was in Richard’s name.

A clipping from an article about Fleming from

the November 25th, 1942 Issue of the Baltimore


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