Always faithful.

In the months following the 7 December 1941 attack on Pearl Harbor, Hawaii, Japanese forces swept across the Pacific and the eyes of the American public were increasingly drawn to remote island outposts. Characteristic of the motto "First to Fight," these small islands were defended to a great extent solely by U.S. Marines, who captured the public's imagination with their heroism. Among those who fought was an unlikely hero, Captain Richard E. Fleming, who in June 1942 participated in the pivotal sea battle fought in the waters surrounding the small atoll of Midway.

A son of the Midwest, Richard E. Fleming was born in St. Paul, Minn., or 2 November 1917 to a devout Catholic family. He attended St. Thomas Military Academy and then St. Thomas College before transferring to the University of Minnesota, from which he graduated in June 1939. During this time he began dating Peggy Crooks, whom he had met at the corner drugstore when they were both teenagers. Within months of his graduation from college, the German blitzkrieg rolled into Poland, triggering war in Europe. Despite having already obtained a reserve commission in the U.S. Army through ROTC at St. Thomas Military Academy, Fleming opted out of life as an infantryman in favor of the chance to soar among the clouds. Signing on as an aviation cadet, he reported to the Naval Reserve air base in nearby Minneapolis for Elimination Base training, which determined his aptitude for flying.

Logging flight time in open cockpit N3N trainers in the dead of the harsh Minnesota winter was enough to test the mettle of any young man. Fleming's classmates noted his propensity for napping at every opportunity and commented in the class scrapbook, "Gets his exercise swabbing out the head and fighting the mice for possession of his bunk." With 11.9 hours of flight time in his logbook, Fleming finished E-base on 13 January 1940, and the following month departed for the more pleasant climate of Naval Air Station Pensacola, Fla. It is not surprising, given the fact that his instructor in Minneapolis was popular Marine Capt. Charles Schlapkohl, that Fleming aspired to depart Pensacola with his wings pinned on the uniform of a Marine second lieutenant.

Pensacola was a bustling place on the eve of American entry into WW II. The passage of the Naval Aviation Cadet Act in 1935 greatly increased the number of trainees coming to the area. Among those at the "Cradle of Naval Aviation" during Fleming's time there were many future members of the famed "Flying Tigers," as well as men who were to join him in combat at Midway.

Despite his previous military training, Fleming received his share of demerits for such infractions as unauthorized absence from formation and personal articles "adrift" or "not in proper order." For failure to submit a required fuel diagram prior to soloing in the TBD Devastator in November 1940, he was required to sketch the fuel system of the aircraft on a blackboard and study it each day between 0700 and 0800 for one week. He also had a slight midair collision on one training flight, brushing the wing of another student's plane on a formation flight.

Despite this, Fleming performed well for his instructors, one of whom was future wartime fighter skipper Lieutenant Joseph C. Clifton, USN, and Fleming was assigned to "carrier type airplanes." Completing training on 6 December 1940, he received his designation as Naval Aviator Number 6889 and orders to the Second Marine Aircraft Group in San Diego, Calif.

A year and one day after receiving his wings, First Lieutenant Richard E. Fleming found himself at war. Ten days after the Japanese attack on Pearl Harbor, he joined his squadronmates in Marine Scout Bombing Squadron (VMSB) 231 on a 1,137-mile over water flight from Ewa Mooring Mast Field in Hawaii to Midway Atoll as part of the effort to bolster its defenses. Upon arrival they set about making themselves at home on the atoll's Eastern Island. Living conditions were rustic, with the men housed in underground dugouts covered with vegetation. During high winds or storms, the water level rose in the dugouts, immersing the lower bunk in water, thus "senior" personnel commandeered the upper bunks.

Training flights included occasional squadron formation flights, antisubmarine patrols and practice bombing runs against an old barge in the lagoon. One pilot recalled his gunner using white caps on the Pacific as targets during gunnery practice. The squadron aircraft, the SB2U-3 Vindicator, left much to be desired. Covered mainly with fabric, which due to age and the Pacific heat would peel off in too steep a dive, the aircraft was known derisively as the "Wind Indicator."

As the weeks passed, the squadron noted a distinct buildup of the defenses at Midway. Changes were afoot also in the squadron's redesignation to VMSB-241 and the arrival of new pilots. One of them was a fellow Minnesotan, Second Lieutenant Tom Gratzek, who in one letter home included a popular stamp that featured a Marine Corps emblem and the words "We'll Hold Midway 'Til Hell Freezes Over." There was no doubt of the leathernecks' fighting spirit, which was bolstered in late May with the arrival of 16 SBD-2 Dauntless dive-bombers, a distinct improvement over the Vindicators. Squadron pilots and gunners could receive only the bare minimum of indoctrination in their new aircraft--two flights at the maximum--because code breakers at Pearl Harbor had uncovered Japanese plans that would cast them as central players in a momentous sea battle.

On the morning of 3 June 1942, PBY Catalina patrol plane crews sent the electrifying news that they had spotted elements of the approaching Japanese fleet. The next day VMSB-241 joined Navy and Army Air Forces aircraft in launching a strike against the enemy. Sixteen pilots and gunners, including Fleming and his gunner, Corporal Eugene Card, flew SBD-2s, with the remaining 11 crews flying Vindicators. While their Imperial Japanese Navy counterparts winged their way toward the atoll for bombing attacks, VMSB-241 set its sights on enemy carriers. As part of the formation, Fleming flew wing on squadron CO Major Lofton R. Henderson. Shortly before 0800, while at an altitude of 9,500 feet, the formation spotted the telltale wakes of enemy carriers below. As the Dauntlesses maneuvered into position for an attack, Fleming yelled over the radio, "Here they come," as Zero fighters of the Japanese combat air patrol began making attacks against the Marine planes.

Henderson's plane was among the first to fall, leaving it to Fleming to lead the attack. Braving a hail of bullets from antiaircraft guns and fighters, he pressed home a run against the carrier Hiryu, dropping his bomb from 400 feet. With his wounded gunner still fighting off attacking fighters, Fleming descended to low altitude, jinking the trusty Dauntless to throw off the aim of his pursuers. "We may have to sniff our way home," Fleming told Card. Indeed, their aircraft was holed 179 times, with some rounds destroying parts of the instrument panel as well as the compass. Joining up with the aircraft flown by Capt. Elmer Glidden, Fleming returned his bullet-riddled aircraft to Midway, proclaiming "Boys, there is one ride I am glad is over," to the leathernecks who ran out to his plane when it rolled to a stop. Of the 16 SBD-2s that had departed Midway earlier that morning, 8 were shot down over the enemy fleet. Fleming made another flight before the day was out, participating in a fruitless search for one o f the burning Japanese carriers hit by Navy dive-bombers earlier in the day. The mission claimed the life of VMSB-241's skipper of just a few hours, Maj. Benjamin Norris.

The following day Fleming was in the air again, this time leading a flight of six SB2U-3s in a strike against the Japanese heavy cruisers Mogami and Mikuma, which had collided the previous night and had been spotted early that morning by a patrolling PBY. As Fleming's planes, which were joined by six VMSB-24l SBD-2s, made their way toward the contact position, a telltale oil slick on the water led them straight to the ships. During their approach the Japanese defenders put up a spirited defense with antiaircraft guns that found their mark. Unable to execute a true dive-bombing attack with his Vindicator, Fleming began a glide bombing run out of the sun from an altitude of 4,000 feet, setting his sights on Mikuma. With smoke and flames emanating from his engine almost immediately, Fleming managed to maintain control of the plane and drop his bomb, which was a near-miss. However, as he began to pull out, his Vindicator burst into flames and neither Fleming nor his gunner, Private First Class George A. Toms, wer e ever found. Like the previous day, the Marines had suffered painful losses without scoring a hit on the enemy.

The war diary for VMSB241 filed after the Battle of Midway cited the squadron members for their display of "guts," particularly for the morning flight of 4 June. Also, as testament to the intensity of combat, it was recommended that all of the surviving squadron aircraft be stricken from the inventory due to battle damage. Peculiarly, this same war diary concluded, "No particular examples of outstanding bravery were noted." As the months passed, this assessment changed with respect to Capt. Fleming. On 24 November 1942, President Franidin D. Roosevelt personally presented Mrs. Michael E. Fleming her son's posthumous Medal of Honor, and the following September the Navy commissioned a destroyer escort named in the deceased pilot's honor.

A more personal tribute came in the form of Fleming's last letter to Peggy Crooks, which he directed to be delivered in the event of his death. "Letters like this should not be morbid nor maudlin, and we'll let it suffice to say that I've been prepared for this rendezvous for some time," he wrote from Midway on 30 May. "This is something that comes once to all of us; we can only bow before it." Hence, Richard E. Fleming's life ended just as it had begun, in a world at war.

Hill Goodspeed is a historian at the National Museum of Naval Aviation, Pensacola, Fla.