In their own words...

[bobbysocks]

Following its attack on Pearl Harbor in December 1941, Japan's primary goal was to capture the island of Java and force the surrender of Dutch forces in the Netherlands East Indies.
The Japanese military desperately needed the region's vast oil reserves and natural resources to support its war on Mainland China.
By February 1942, their forces had taken the islands of Tarakan, Borneo, Celebes, Ambon, Bali and the southern half of Sumatra.
In an effort to stem the Japanese advance, the American,British,Dutch and Australian governments formed a joint military command to coordinate the Allied defense of Southeast Asia. ABDA (American, British, Dutch, Australian)
- as the command was named - became operational in January 1942 and quickly established its primary supply base at the port of Darwin in Northern Australia. As supplies for ABDA forces arrived, they were routed through Darwin to the East Indies, Singapore and Mindanao in the Philippines.
In addition, Darwin was a vital staging point for air reinforcements bound for Java. While Allied bombers had the range to reach Java non-stop, fighters had to navigate a network of primitive island airstrips throughout the eastern East Indies. From Darwin, they staged through Penfoi Airfield on Timor to Den Passar Airfield on Bali and then onto Java. These reinforcements, especially the fighters, were critical to the survival of Java. Without them, Japanese air power would break Allied resistance and the East Indies would collapse. The Japanese quickly recognized the importance of Darwin as they moved into the eastern Netherlands East Indies. Their primary goal was the capture of Timor to cut off air reinforcements to Java. At the same time, its capture on 20 February would give them an air base only 600 miles off the north coast of Australia. To cover their invasion force and disrupt Allied supply efforts, an air raid on Darwin was simultaneously planned for 19 February 1942.

At nightfall on the 15th, a powerful carrier task force under the command of Vice-Admiral Nagumo Choichi departed Palau. His force included the 1st Carrier Fleet with the 1st Carrier Squadron (IJNS Akagi and IJNS Kaga) and the 2nd Carrier Squadron (IJNS Hiryu and IJNS Soryu). Although the 3rd Carrier Squadron (IJNS Shokaku and IJNS Zuikaku) had returned to Japan in late January, Nagumo's force was essentially the same as that which
had attacked Pearl Harbor. IJNS Akagi and IJNS Kaga had just returned from a refit at Truk, while IJNS Hiryu and IJNS Soryu had recently supported the invasion of Ambon. In support were the 1st/3rd Battleship Squadron (IJNS Kirishima and IJNS Hiei) and 8th Cruiser Squadron (IJNS Tone and IJNS Chikuma). The 1st Destroyer Flotilla with the light cruiser IJNS Abukuma (flagship), 17th Destroyer Division (IJN Ships Tanikaze, Isokaze, Hamakaze, Urukaze), 18th Destroyer Division (IJN Ships Kasumi, Arare, Kagero, Shiranuhi) and the destroyer IJNS Akigumo screened the task force. In accordance with orders he had received on 8 February, Nagumo put into Kendari on the 17th.
The following night, he made a high-speed run across the Banda Sea.
By dawn of the 19th, his strike force was in position in the Timor Sea to attack Darwin. The four carriers then launched 188 planes - 36 fighters, 71 dive bombers and 81 level bombers. 54 Japanese Army Air Force Ki-21 "Sally" bombers from recently captured Dutch airfields on Ambon and Kendari were to join them over the port as part of a second wave of air strikes. En route to Darwin, the carrier formation encountered a United States Navy PBY Catalina flown by Lieutenant Thomas Moorer USN. The PBY belonged to Patrol Wing 10 and was on patrol out of Darwin. One of the Kaga's Zeros, flown by Naval Air Pilot 1st Class Yoshikazu Nagahama IJN, broke formation and bounced the Catalina before Moorer's crew knew what hit them.
In his first pass, Nagahama shot out the PBY's port engine and ruptured the port fuel tank, causing flames to engulf the plane. Killing power on both engines to counter the drag caused by the dead engine, Moorer managed set down on the water in an extremely hard landing. As the crew scrambled into rafts the PBY disappeared in a column of flame and smoke. Observing the action, a small Filipino Flagged merchant ship - the Florence D - altered course and rescued the crew a short time later.
From her captain, Moorer learned that she was a blockade-runner under contract to the United States Navy to deliver supplies to American forces in the Philippines. Despite the presence of Japanese aircraft, the captain had already been unsuccessfully attacked several times and remained confident of his chances. The attack on Moorer's PBY had been so fast that his radio operator had been unable to notify Darwin.
As the Japanese passed over Melville Island, an Australian coastwatcher radioed a warning. However, 10 P-40E Kittyhawk fighters, led by a LB-30 Liberator, had just departed Darwin and it was assumed this was the same formation.
They were bound for Java via Timor.
However, had liaison between the Americans and Australians been better, the Australian duty officer might have realized that Melville Island was well north of their course. A second warning followed at 0937 as the Japanese passed over Bathurst Island. Father John McGrath of the island's Catholic Mission sighted it and radioed -
"AN UNUSUALLY LARGE AIR FORMATION BEARING DOWN ON US FROM THE NORTHWEST."

Again the duty officer took no action; as at Pearl Harbor on 7 December, Darwin's final chance to make last-minute preparations for the impending raid slipped away. Without radar, the port was unaware of the Japanese and they were able to approach the port undetected. Port Darwin itself had very few defenses of any kind and the recently departed P-40s had represented the only effective fighter cover. A cyclone had shut down the port from February 2-10, so the harbor was crammed with merchant ships waiting to unload. The port's communist-led stevedore union then staged a strike, further adding to the backlog. When unloading finally continued (using American troops armed with rifles and bayonets), the tiny port's single wharf could only unload two ships at a time.
The harbor contained nearly 30 ships.
Australian ships included the examination steamer Southern Cross; the boom vessel's Kookaburra, Koala, Kangaroo, Karangi; and the gate vessel Kara Kara. Also present, were the RAN auxiliary minesweepers HMA Ships Tolga, Terka and Gunbar; patrol boat HMAS Coongoola; depot ship HMAS Platypus; sloops HMA Ships Swan and Warrego; and the 24th Minesweeping Flotilla with the corvettes HMA Ships Deloraine, Katoomba and Lithgow. The hospital ship Manunda also awaited orders after being held in port when Singapore fell.

The American destroyer USS Peary and the United States Army Transports Meigs, Mauna Loa, Portmar and Admiral Halstead were also in port.
The seaplane tender William B. Preston was making preparations to head further south down the coast. They joined the British tanker British Motorist, which carried a full load of high-octane aviation gasoline. The Australian cargo ships Barossa, Tulagi, Zealandia and Neptuna (whose cargo included 200 tons of depth charges) waited to unload at the small wharf.
On Darwin's military airdrome were nine Hudson bombers of 2 RAAF and 13 RAAF Squadrons. Darwin's civilian airport was home to five unserviceable Wirraway fighters of 12 RAAF Squadron. Nine more of the squadron's Wirraways were on Batchelor Field, just outside of Darwin. Some distance away was Daly Waters, a primitive airstrip with eight more Hudsons.
A miscellaneous assortment of civilian aircraft rounded out the military planes. There were very little antiaircraft defenses at any of these bases.

As the Japanese formation approached Darwin, it encountered the 10 P-40s, which had taken off at 0915. En route to Timor, the American planes, belonging to the 33rd Pursuit Group, encountered violent weather just 20 minutes after takeoff and turned back to Darwin. Five planes landed to refuel, while the remainder patrolled the skies over Darwin. These planes now encountered the Zero flown by NAP 1st Class Yoshikazu Nagahama IJN.

His attack on Moorer's PBY had caused Nagahama to lose his formation, so he proceeded to Darwin alone. As a result, he was the first Japanese plane over the target. He sighted the five American Kittyhawks immediately and dove to attack.
The first indication the Americans had of Nagahama's presence came when Lieutenant Robert Ostreicher USAAF casually looked up and was shocked to see a Zero bearing down on him.
Ostreicher immediately jettisoned his drop tank and dove away.
The other P-40s attempted to follow, but Nagahama was too quick.
In a matter of seconds, he shot down Lieutenant Jack Peres USAAF and Lieutenant Elton Perry USAAF before they could react.
Both plunged to the ocean in flames.
Nagahama then shot up Lieutenant Max Wieck's (USAAF) P-40 so badly that he was forced to bail out. As Wiecks floated to the water, Nagahama also seriously damaged the plane flown by Lieutenant William Walker USAAF.
Barely out of flight school and unable to shake the Japanese pilot, Walker was badly wounded and barely managed to crash-land his mangled plane at Darwin.
The first elements of the main Japanese formation now arrived over the port and almost immediately encountered Lieutenant Ostreicher's lone Kittyhawk.
He made a number of attacks and claimed to have shot down one bomber and damaged another. Although his own aircraft was damaged by return fire, he was able to land safely at Darwin. It is possible that Ostreicher attacked two different formations, both belonging to IJNS Soryu. The first consisted of 18 B5N "Kates" which reported being attacked by fighters and having four planes damaged, but none lost. A second formation of 18 D3A "Val" dive bombers also reported being attacked by fighters. One was lightly damaged, while a second was forced to ditch in the ocean. A Japanese destroyer later rescued its crew.
The main fighter force now arrived over Darwin and began strafing AA positions and other targets of opportunity. One of their first targets was the auxiliary minesweeper HMAS Gunbar as she passed through the harbor boom. She suffered heavy damage and a number of dead and wounded before the Zeros moved on. The five P-40s refueling on Darwin's military airfield now tried to scramble. The 33rd Pursuit Squadron's commanding officer, Major Floyd Pell USAAF, was the first off the ground. He managed to reach approximately 100 feet before his plane was attacked by a flock of Zeros from IJNS Hiryu. Pell bailed out of his burning plane at about 70 feet, and his parachute barely opened before hitting the ground. He was still alive and crawling slowly when a group of strafing Zeros killed him. Lieutenant Charles Hughes USAAF did not make it off the ground and was killed in the cockpit as his Kittyhawk rolled down the runway. Lieutenant Robert McMahon USAAF got into the air and encountered three Zeros, which he managed to get behind. He claimed hits on one, but his landing gear then dropped, helping the Japanese gang up on him.
The Zeros badly holed the P-40 and wounded McMahon in the leg, but were unable to complete the kill before AA fire from the harbor drove them off.
As McMahon nursed his burning plane back to the airstrip, he encountered a "Val", which he hosed with gunfire.
The rear gunner slumped over his weapon but McMahon was forced to bail out before he could observe more.
This could also have been one of the planes attacked by Lieutenant Ostreicher. The attention paid to the three previous pilots undoubtedly helped Lieutenants Burt Rice USAAF and John Glover USAAF get airborne.
However, Rice came under attack almost immediately and his plane crashed in flames. He bailed out and drifted to the ground in a semiconscious state.
Glover tried to cover Rice's parachute, but he too was hit.
With his plane barely controllable, Glover headed back to the airfield.
There, he crash landed and was dragged from the burning wreckage by RAAF ground personnel.
At 0957, the level bombers began their run over the harbor and town at 14000 feet. One minute later, Darwin's air raid klaxons belatedly sounded.
Bombs struck the wharf, blowing the pier's train into the harbor.
Explosions destroyed water mains, oil pipes and much of the pier itself.
The bombs then slowly and methodically moved across the hospital, post office, police barracks and through the town's administrative district.
Many workers were killed with dozens more wounded and trapped.
With the water mains destroyed, it proved impossible to extinguish the fires that soon engulfed the town. Attacking singly, in pairs and in waves of three, 27 "Vals" now concentrated on shipping in the harbor.

HMA Ships Swan and Warrego along with the USS Peary and William B. Preston got underway, but USS Peary was buried under a rain of bombs.
Two bombs on the fantail demolished the depth charge racks, sheared off the propeller guards and flooded her engine steering room. A third bomb exploded in the galley. It was followed by a fourth, which penetrated her main deck and exploded in her forward magazine. A fifth bomb then gutted her engine room and the ship broke apart. Eighty officers and men perished in the hailstorm and flaming oil that surrounded the USS Peary. Among the dead was her captain, Lieutenant-Commander John Bermingham USN, along with all his officers. Only 40 enlisted men survived, most of them wounded.

The only officer to survive was Lieutenant W.J. Catlett USN who was ashore in the hospital during the attack.
As Manunda sent out rescue boats, William B. Preston blew through the harbor at high speed. Steering on her engines, she just missed the hospital ship's bow by mere inches, cleared the harbor and set a southerly course down the coast of Australia at full speed.
Shortly afterwards, Manunda - although clearly marked with white paint and red crosses - was near-missed several times by dive-bombers.
Postwar Japanese records indicated these attacks were in error and were not condoned. None-the-less, she suffered four dead, 76 shrapnel holes and over 100 indentaions in the hull with heavy damage to her upper works.
A direct hit then smashed the aft end of the bridge, causing much internal damage and starting seven fires.
Despite 12 killed and 47 wounded among the crew and medical staff, Manunda continued to provide medical care to wounded personnel during and after the raid.
At the same time, HMAS Swan was badly damaged by a near-miss.
The British Motorist was also badly hit and began sinking by the head.
Mauna Loa had her back broken by a direct hit and began to settle at the stern. HMAS Platypus managed to beat off her attackers, although three near misses immobilized her engine room and sank the lighter Mavie, which was tied up alongside. HMAS Katoomba was confined to dry dock, but sharp AA fire from her gun crews caused a dive bomber to miss. Zealandia took a bomb down her #3 hatch, which exploded deep in the hold. She then swung slowly into the wind, causing flames to fan up all along the ship.
As they spread fore and aft, her master gave orders to abandon ship.
As his crew went over the side, Tolga, Terka and several small harbor patrol boats moved in to take off her survivors and those of the British Motorist.

Neptuna and Barossa were unloading at the pier when both were hit.
With their boilers cold, neither could move as burning oil from the wharf's ruptured oil pipes gradually enveloped them.
Braving intense heat and flames, the naval tug HMAS Wato moved in and towed away the oil lighter moored to Barossa's side.
She then returned and towed Barossa to safety.
HMAS Wato beached the burning ship nearby and her cargo of timber for expanding the pier was allowed to burn itself out. Tulagi was also hit and beached to avoid sinking. She would later be pulled off and repaired with little difficulty.
Shortly after the raid ended, Neptuna's 200 tons of depth charges exploded, destroying what was left of the pier and much of the town.
Although her stern and engines disappeared immediately,the bow briefly remained afloat.
The carrier raid lasted less than an hour and these planes were gone before 1100. Bombers from Kendari appeared overhead at 1158.
They ignored the town and harbor, instead concentrating on the military airfield. What little the Zeros had left untouched, the bombers finished off, including the damaged fighters belonging to Ostreicher and Walker.
Although only six men were killed, highly accurate pattern bombing destroyed two hangers, four dormitories, mess halls, equipment stores and a number of other buildings, including the hospital. Sinking ships and shattered hulks littered the harbor and small boats darted everywhere, fighting fires and gathering wounded. Eight ships had been sunk, including USS Peary, British Motorist, Neptuna, Zealandia, Mauna Loa, Meigs, Mavie and the coal hulk Kelat. Three more - Barossa, Portmar and Tulagi - were saved only by beaching, although the latter suffered little damage and was soon repaired.
Ten others were damaged in varying degrees.
On the ground, the Zeros and bombers had destroyed virtually every Allied plane they could find. In addition to the 33rd Pursuit Squadron's 11 P-40s, one LB-30 and three USAAF Beechcraft biplanes used for liaison duties were also destroyed. In addition, Zeros from IJNS Hiryu burned three PatWing 10 PBYs in the harbor.
The RAAF lost six Hudsons with another one and a Wirraway damaged.
As hard as it is to believe, the raid could have been worse.
AA fire was extremely heavy, causing a number of attacks to fail.
Still, the Japanese lost only one fighter and two "Vals" over Darwin.
A third "Val" was forced to ditch in the ocean on the return flight, but its crew was rescued by one of Nagumo's destroyers. Another 34 aircraft were damaged in varying degrees, although the number written off upon their return to the carrier task force is unknown.
No Army planes were lost or damaged.
As the Japanese retired, dive bombers from the IJNS Kaga sighted what they reported to be a "camouflaged cruiser." Based on this report, IJNS Soryu and IJNS Hiryu each launched nine "Vals" on an armed reconnaissance patrol.
1½ hours later, the planes from the IJNS Soryu found the ship; it was actually the 3200 ton merchant vessel Don Isidore, which like the aforementioned Florence D, was also under contract to the USN as to blockade runner between Darwin and the Philippines.
The dive bombers scored five direct hits, leaving the ship heavily damaged.
In exchange, return fire lightly damaged one "Val."
Just 30 miles to the south, Florence D picked her distress call.
Don Isidore reported that she was under heavy attack with many casualties.
Her captain immediately changed course to render assistance.
He had barely done so when an Aichi E13A1 "Jake" floatplane appeared.
Launched from one of Nagumo's battleships or cruisers, it had likely been sent out to monitor the attack on Don Isidore.
Unarmed and with a top speed of only 10 knots, Florence D's captain decided it was useless to try and outmaneuver the floatplane.
He dropped anchor and ordered everyone to take cover.
The "Jake" then came around and dropped two 100 lb. bombs; fortunately the pilot was a poor aimer and both missed the ship by several hundred feet.
He then strafed Florence D several times before flying off to the west.
As the "Jake" disappeared, Florence D continued on course.
Approximately 90 minutes later, lookouts sighted the Don Isidore.
Although the two ships exchanged recognition signals, the latter did not slow down as she continued to the south.
She later lost rudder control and was beached on the north coast of Australia to avoid sinking. The Australian corvette HMAS Warrnambool rescued her crew on 20 February.
Florence D's captain now decided that it was too dangerous to proceed and turned back for Darwin. Unfortunately, his decision came too late; 30 minutes later, IJNS Hiryu's nine dive bombers found the freighter and launched an immediate attack.
Although only two bombs hit, the first exploded in the forward cargo hold, which contained 3-inch AA shells and a large quantity of .50-caliber ammunition.
The second exploded amidships and Florence D went down by the bow within a matter of minutes.
Moorer's men and the surviving crew eventually reached the north coast of Australia and were also rescued by the HMAS Warrnambool on the 23rd.
Once IJNS Hiryu's dive bombers were recovered, Admiral Nagumo turned for Kendari, where he arrived on 21 February.
The operation had been a complete success.
Not only was Timor taken without Allied sea or air resistance, but the vital air route to Java had also been severed. A series of devastating air strikes then let the Japanese achieve complete air superiority over Java, allowing their invasion convoys approach virtually unhindered from the air.
Unlike Pearl Harbor - where Nagumo's pilots had failed to hit fuel stocks, repair facilities and other shore installations - they were ordered not to make the same mistake at Darwin. As a result, it was annihilated as a supply base with 262 killed and 311 wounded. The port would later be rebuilt into a major supply hub, but played no further role in the Netherlands East Indies campaign. And although Japanese bombers attacked the port well into 1943, improved radar, AA and fighter defenses prevented another Australian Pearl Harbor.