This short story is a work of historical fiction. The characters in the story, Carleton Fogg, Otis Dennis, Saburo Saki, and others are all real. Most of the “facts” and statistics in the story are researched and accurate. The story is fiction, however, and its elements are hung on the skeleton of facts.  Specifically, the aerial engagements between Fogg and Saki never took place. They are symbolic of the air war over the Pacific and the people who fought that war.

C. Davis Fogg
February 2012


Scuba bubbles streamed by my head as I slowly descended at dusk into the near dark and intimidating hold of the Fujikawa Maru, a Japanese cargo ship sunk at Truk Lagoon during a devastating American raid on February 17th 1944.

A perfectly preserved Japanese Mitsubishi Zero, the dominant fighter plane in the Pacific early in WWII, slowly materialized in my piercing dive light. It was as if the plane were to be hoisted on shore today and spread its wings in combat.

Its olive wings sported the dreaded red roundels; the four machine gun ports in the wings signaled quick death. The characteristic shiny long-snouted nacelle housed yellow-tipped propellers poised for flight, and the cockpit canopy was pulled back as if waiting for a pilot. The cockpit was too narrow for all but the thinnest pilots and most Americans would not fit. Though the faces of most of the instruments were clouded by time, the horizon indicator, the compass, and the fuel gauge looked as if they were spanking new and ready for takeoff. The deadly red gun switch on the control stick was ready for action.

I felt I saw the ghosts. My body tingled and my mind fringed involuntarily into another world. I could hear the chatter of the ground crew, and the clatter of aircraft being prepared for flight, the starting engine whining, coughing, catching and then revving up for takeoff. The spirits were there, in the shadows, floating unconcerned in the water, swimming in the beam of my dive light, talking in a harsh language I did not understand. They were slight, yellow men—officers in olive uniforms trimmed in red and gold, eager pilots in dark olive flight suits, sheep skin lined leather helmets and boots, goggles, bulky life vests and parachutes. Ground crews materialized to arm the plane with belts of machine gun bullets, readying it for flight. Ready for war.


Saburo Sakai

Saburo Sakai was a Zero fighter pilot from the village of Nishiyoka, in the prefecture of Onkyusu on Kyusho Island 850 miles southwest of Tokyo. He came from a poor farming family who owned one acre of farmland on which was constructed a small house with thatched walls and roof, wood beamed interior and a central fireplace for both heat and cooking. They were surrounded by dozens of other small green farms in the flatlands below the smoking Aso volcano. He was the eighth of nine children, a remarkably large family for the Japanese in those days. The family, along with two grandparents, slept on mats on the dirt floor. They drew their water from a nearby well and used chamber pots for sanitation.

Sakai was very bright. He sometimes did well in school when he applied himself and sometimes did not. He was known for brawling in school with bullies and those who taunted him. This behavior got him kicked out of several schools thereby dishonoring and embarrassing his traditional family. Strong, mentally quick, determined, and tough, he always won his fights regardless of the size of his opponents. Yet friends, ironically, found him a warm, helpful and generous person that they liked to be around.

His strong sense of right and wrong, honor and dishonor and the Samurai tradition and custom controlled his behavior throughout his life. His extended family had been Samurais for 400 years and he inherited and imbedded their proud custom of protecting his clan and fighting to the death in their honor.

Sakai entered the Navy in 1935 at the age of 16 as a petty officer-- the “private” of the navy-- and specialized in aircraft carrier-based, anti-aircraft gunnery. He was certain that he would shortly return to his family after the inevitable defeat of China, the Pacific Islands and Malaya.

Selected for the Air Force in 1939 at the age of 20, Sake underwent two years of intensive and rigorous training as an aviator. Training was reinforced with brutal beatings when rules were broken which produced tough, disciplined pilots at the beginning of WWII. Toughness was considered the factor that made the difference between life and death, and the Japanese Air Force was considered the best in the world including the Luftwaffe, the German Air Force.

Sakai was a well-muscled 5’7”.   He had the strong hands of a peasant, the reflexes of a tiger, and the eyesight of a hawk, all assets for a combat aviator. When relaxed, his angular face sported a smile; laugh wrinkles around his eyes. When flying, he was deadly serious, his face stern, rigid, taught, and uncompromising.

Sakai saw himself as a full-blooded Samurai, not clothed in the traditional fierce, horned face mask, swords, daggers, and elaborate body armor but a warrior armed with a deadly machine, wings with guns, and enemy to be slain. He was to defend his and his country’s honor. He was spoiling for a fight. He was ready.

In the pilots ready room, Sakai and 90 other fighter, torpedo and bomber pilots on the carrier Akagi were told that their mission was to destroy the guts of the American Navy stationed at Pearl Harbor—aircraft carriers, cruisers and destroyers and airfields. This was to be the masterstroke that would break America’s military might in the Pacific and win the war for Japan before it really started. In all, a total of four hundred fifty-three aircraft from six aircraft carriers would be thrown at the Americans in two successive waves.

Sakai and the other pilots downed a ceremonial cup of rice wine, flipped their white scarves around their necks and ran for their aircraft. His ground crew helped Sakai into the cockpit and clipped on his safety harness, started his engine, removed the wheel chocks, and gave him thumbs up. Sakai maneuvered the plane to take-off position and opened the throttles wide. The Zero lumbered off of the carrier and headed for Pearl Harbor to join the first attack wave.

Sakai flew his Zero on its third strafing pass over a furiously burning Pearl Harbor. He had already downed one of the few American planes in the air, his first” kill” of the war, and destroyed dozens of other planes foolishly lined up on the ground like sitting ducks. It was his first combat experience and it felt good, natural, exhilarating and right. He was doing what two years of training taught him to do. The plane was an extension of himself-- a beautiful machine that was meant to fly, to destroy, to kill, to carry him back to safety.

On his last climb-out from Pearl and before return to the Akagi, Sakai spotted a flight of twelve American scouting bombers approaching the West coast of Oahu, apparently unaware of the attack taking place on Pearl. His squadron leader redirected his group to engage and destroy the slow-moving virtually defenseless aircraft. Six Zeros dived out of the sun on the unsuspecting Americans.

Carleton Fogg

Carleton Thayer Fogg was born in 1917 a dry-witted, well-liked farm lad from Maine. Fogg grew up on a small dairy farm in the small seaside colonial village of Yarmouth, a fishing town and where the craft of building wooden sail boats for trade was still alive. The family lived in traditional one story mid- 1700’s white farmhouse with wood heat and stove and an attached barn. The house was set close to a rutted dirt road for easy access for horses and buggies.

The Foggs had been farmers, landowners and merchantmen since immigrating to Maine in the 1640s and were wealthy by contemporary standards. The extended family owned a fleet of merchant ships and the fastest clipper ship on the Atlantic. One relative was a Colonel in the Civil War and fought in the decisive victory at Gettysburg’s Little Round Top. It seems that Carleton had navel and military blood in his veins.

Fogg was the youngest of three boys in the family and was a strikingly handsome, articulate, slender, lanky 6’5” man who had a perpetual smile, a dry wit, and relaxed expression of whimsy on his face. He was voted the most likeable person in his school. Discipline and hard work were well known to the Fogg boys. Before school, at about 3AM, they would milk the cows, bottle the milk and, even in bitter cold Maine winters, help their father deliver it in a Ford model T truck before school. After school there were the additional chores of feeding the animals and cleaning out the barn.

Fogg was a natural leader--Captain of Yarmouth Academy’s baseball team and President of his Junior and Senior Class. He seemed to be the apple of many a female eye In town. There was always a circle of friends around him, laughing, chatting, and asking him for his opinions. His future seemed bright and unlimited.

He fell in love with aviation when his father took him to a county fare where there was an air show with acrobatic displays, “wing walking daredevils”, and fifteen minute plane rides for $5. After one ride, Fogg was hooked and he knew sometime, somewhere, somehow, his career would be in aviation. In 1939, after graduating in mechanical engineering from the University of Maine, he succumbed to his desire to be an aviator and enrolled in the pre-war Navy Air Force.

Fogg entered the Navy Air force in June of 1939 and reported to the Naval Air Station, the “Annapolis of the air”, in Pensacola Florida. Along with 150 other prospective pilots, he took academic training in physics, math and navigation. Flight training in an easy-to-handle trainer was followed with combat training in a fully operational Douglas SBD 2 scouting/bomber, known by pilots as “slow but deadly”. Training continued with carrier take- offs and landings, bombing and strafing tactics, water rescue, radio and instrument navigation and landing. Physical fitness was a priority for aviators. Of his starting class, two-thirds washed out and Fogg graduated third in his surviving class of 50. In 1939, he was assigned to the carrier USS Enterprise based in San Diego and then Pearl Harbor.


Otis Dennis

Otis Lee Dennis’s pioneer family migrated in the summer of 1877 from Kentucky, to what was to become Fowler, Colorado. Their twenty-wagon train, thousand mile, six week trip followed the well-trafficked Santa Fe Trail-- a difficult, rutted, sometimes muddy, sometimes dusty, often impassible and invariably hot and humid route. The town consisted of a few scattered farms, a general merchandise store, a blacksmith’s shop, a Baptist church, a saloon, bank, grain mill and a few sundry stores. It lay on arid scrubby plains in clear sight of the snow-capped Rockies and at the intersection of the rapidly flowing Lower Arkansas River and the well-trafficked Santa Fe Trail. The Dennis’ became farmers and raised cattle as was typical in those days. Through the generations, their land holdings increased, as did their wealth.

Otis Dennis was born in 1919,into a family that stood for discipline, clean living, and hard work. He was the oldest of four with two younger sisters and a younger brother. He was a handsome young man by anyone’s measure, almost “ Hollywood ready”. With his swept back wavy blond hair, inviting smile, glint of humor in his blue eyes and remarkable charm, he attracted women like bees to honey. It was not unknown for him to take a different girl to the movies every Saturday night, while courting another during the week. He was a risk-taker, and among other stunts, climbed to the top of a theater water tower to impress a comely girl. He was, in short, a pistol. Fancy free. A ladies man.

While smart, Dennis didn’t like school very much and he graduated from high school in 1937 with average grades and no desire to go on to college. With the Depression in full swing, and the nearby dust bowl just receding, there were few jobs available. Dennis worked odd jobs and in his entrepreneurial father’s businesses –gravel for roads and construction, water-hauling to nearby farms and transferring freight from trains to local businesses. He was unanchored. Restless.

His attempt at marriage and settling down lasted one year. After a daughter was born, he divorced his wife, still looking for purpose in his life. A perfect storm of circumstances—a failed marriage, unemployed, and a brewing world war made him susceptible to a charismatic and spellbinding Navy Recruiter who came to town. He could get out of Fowler, now a suffocating, isolated town of 500 people, and find some structure in his life. Maybe even learn a profession.

Dennis began his training as a dive bomber tail gunner and radio operator at the Naval station in Hollywood Florida. He had the top physical condition, superb eyesight, fast reflexes, mental stability and the intangible asset of “guts” needed by pilots and tail gunners. His training consisted of extensive “academic” studies of math, ballistics and gunnery, proceeding through radio and navigation then ground training on 30 caliber and 50 caliber aerial machine guns. He completed his basic training in the venerable AT-6 trainers and then SBD2 dive bombers, attacking towed airborne and sea surface targets with live ammunition.

After graduation, and with the luck of the draw, Dennis was assigned to Enterprise Scouting Squadron VS-6 and to Carleton Fogg’s plane. Given their remarkably similar backgrounds, Fogg and Dennis quickly became fast friends. From this point on, they would not only be buddies, but their lives would depend on each other.

Pearl Harbor

Ensign Fogg, inevitably known as “Foggy” to his shipmates downed his last cup of bitter coffee and headed for the ready room for a flight briefing. His carrier, the USS Enterprise, now stationed in Pearl Harbor Hawaii, was on war alert. Negotiations in Washington over America’s embargo on oil with Japan had virtually failed. The US supplied more than forty percent of Japan’s oil to fuel their war machine and the only source of replacement oil was in what is now Indonesia, a nation yet-to- be conquered. The Japanese were fighting successfully in China, and the Pacific, formerly America’s spheres of influence, and South East Asia was thought to be their next target. There might be an attack on American territory, the military brass thought, and if so, it would be the Philippines or Wake Island, certainly not Hawaii.

As if turned out, on December 6, 1941, The Enterprise was fortuitously one day late getting to Pearl Harbor due to punishing gales and heavy seas. As is standard procedure, scouting planes would be sent ahead of the ship to survey the carrier’s path for enemy forces, weather conditions, impediments to navigation, and to clear the decks prior to docking. They would land on Pearl Harbor’s Ewa Army Air Force Base. It was expected to be a routine flight. The twelve planes of Fogg’s Squadron, Scouting Squadron 6 (VS 6), were assigned the task.

It was a sparkling bright day as only the sunny Pacific can be. The sky, like a polka-dot tie, had cotton puff clouds holding sway over the deep and endless blue sea. No ill wind blew, and the squadron approached Pearl relaxed and ready for a long-overdue shore leave. The radio chatter had more to do with women and drink than with any matters military.

Twenty miles out at an altitude of 30,000 feet, Lt. Clarence Dickenson, the squadron leader, noticed smoke rising over Oahu. He passed it off to farmers burning their sugar cane. After all, it was the season. Why worry. But odd. Far too much smoke over Pearl Harbor. And it was black, not grey.

Dickenson and his crew had little time to think further. Six Zeros, including one piloted by Subaro Sakai, roared out of the blinding sun, wing guns blinking destruction. Fogg banked to the left, lost some altitude for more speed and maneuvered his plane to give his tail gunner, Otis Dennis, a shot at Sakai’s rapidly closing Zero. To no avail. Dennis’s guns jammed. Sakai lined up the dive-bomber in his sights, fired, and stitched the side of the plane and tail with golf ball sized bullet holes. The plane lost altitude and Sakai, peeled away to take on another target thinking that he had his second “kill” of the war. Fogg still had some control of the aircraft and, while slowly losing altitude, managed to make the coast without further contact with the enemy. He made a dicey, lucky and careening landing at Ewa field in Western Hawaii. Ten of VS6’s twelve planes were damaged or shot down with the loss of eight airmen.

Ewa was littered with the flaming skeletons of two dozen B-24 bombers, and several dozen Army and Marine fighters. Hangers were on fire and their aluminum and steel frames sagging, melting and collapsing In the heat like discarded melting lead soldiers. Antiaircraft gun crews were still searching the sky for targets, not having downed a single Japanese plane. There were bodies flung over sandbag defenses, the runway, and most of the open spaces. Others died in collapsing buildings. It was carnage.

Fogg and Dennis, spent the next night protected in a steam shovel at one end of Ewa field. The next day they returned to the carrier Enterprise, since safely docked for refueling and provisioning, for further duty and a new plane.

The Aftermath

The billowing silos of burning oil, the pervasive fires, the explosions, the sound of torpedoes and bombs wrenching the metal of boats, the screams of men dying from bombs, torpedoes, fire and strafing aircraft, split the air over Pearl Harbor on December 7, 1941. Japan, with vastly superior forces attacked Pearl Harbor, which was virtually undefended, and paralyzed much of the Pacific fleet. The Navy was unprepared, having left battleships in the vulnerable harbor, and the Army Air force was derelict in its duty in not providing air reconnaissance that could have detected the attack.

Four-star Admiral Husband Kimmel, from his home in the hills surrounding Pearl Harbor, witnessed the bee-like swarming of Japanese fighters, dive and level bombers. They clouded the horizon like a plague of locusts, bombing and strafing and then turning back to wreak further destruction. He was paralyzed, dumbstruck, and helpless to thwart the destruction of his base and the slaughter of men taking place below him. The Air force Commander, Lieutenant General Walter Short, as well as Kimmel would be sacked within two days for their lack of preparedness. All eight docked battleships were damaged, and four of them sunk or beyond repair. Dozens of lesser craft were lost or damaged. Three hundred and forty-seven aircraft were lost on the ground and 3,800 men died. As good luck would have it, Japan’s prime target, the American aircraft carriers, were not in port. The audacious raid was a near fatal blow to the Naval forces in the Pacific.

There had to be quick retaliation.

Roi Island

Ernest King, Commander in Chief of Navel Forces, Chester Nimitz, Commander in Chief of the Pacific Fleet and “Bull” Halsey, commander of the Carrier Enterprise’s battle fleet flew to Hawaii and met in a small cigar smoke-filled, lightless, glum and windowless conference room at Pearl Harbor. Their mission was simple: devise a plan to immediately attack the Japanese where they were vulnerable to show the flag and inflict strategic damage. It would be America’s first offensive action of the war.

The Enterprise was chosen to take on the task. Nimitz, known for his aggressive stance and pointed statements (“take the fight to the enemy; use carriers as an offensive weapon; after the war, Japanese will only be spoken in hell”) Nimitz decided that the target should be the Island of Roi-Namur at the northern reaches of one of the largest atolls in the Pacific, the Marshall Islands. Roi contained a major airfield, ammunition. fuel storage and submarine base.
1 A juicy target. Halsey, intent on destroying the Japanese facilities, took the Enterprise to sea on February 1, 1942. Fogg and Dennis were aboard.

Fogg relaxed in the officer’s mess drinking coffee and eating the traditional steak and egg breakfast always served to pilots and crew before an air battle. After all, a lot of energy would be needed—four hundred miles of flying to and from Roi and the terror of battle in-between. Most crews were excited, scared yet optimistic about their first offensive engagement of the war. Those who saw action over Pearl Harbor were less sanguine. They knew that some would not return.

Eight F4F fighters and thirty-six scouting bombers and bombers from Squadron 6 lifted off the Enterprise at dawn and flew West unimpeded by enemy fighters. The surprise appeared to be complete. Based on sketchy and inaccurate intelligence and thirty year old maps, each pilot or groups of pilots were assigned targets. Fogg was assigned any ammunition dumps seen and, after destruction, return to the carrier with other surviving planes.

Sakai, now assigned to ground-based squadron, was roused from a shallow sleep in the ready room by sirens and the yelling of officers of an impending attack. The American force was only 20 minutes away from their destination when they were spotted by Japanese patrol boats. The Japanese forces on Roi were, surprised; unprepared. Pilots scrambled for their planes and took off in rapid sequence as the Enterprise planes approached the sandy sun-drenched, palm-lined shore-- soon to be littered with war debris and the burned stumps of once-elegant palms.

Sakai, rapidly gained altitude to 20,000 feet to attack the approaching fighters, bombers, and torpedo planes. He was cool, calm, fierce, highly focused, confidant, and intent on getting his third and fourth kills, at the very least, from this flock of sitting ducks. He knew that dive bombers were most vulnerable during a dive when they must follow a predictable course to drop their bombs to insure a hit.

He singled out Fogg’s SB2, and followed him down on his first dive, unaware that his supposed “second kill” at Pearl Harbor was very much alive.

Fogg picked out his target area at about 10.000 feet and went into an near vertical dive to gain enough momentum to quickly close on his target. He released his bomb at 500 feet to insure a hit on an ammunition dump and pulled up sharply to avoid being hit by the debris from the subsequent explosion. He thought he was home free.

Sakai followed Fogg down. He armed his guns, put Fogg’s plane in his sight and fired. No hit. Dennis rapidly fired back but the Zero eluded his fire. Sakai pulled up from his dive as Fogg turned to return to the carrier, turned his sight on the scouting bomber and fired two quick bursts. The first hit killed Dennis and destroyed a good part of the plane’s rudder. The second pass riddled one wing. He didn’t need another pass.

The Enterprise heard a final message from Fogg: “I can’t get out. I’m going In. Then the crippled plane, a dead Otis Dennis and a very much alive Carleton Fogg drifted into the sea.


Suburo Sakai left the war a hero, having flown 200 missions and with 67 kills on his record. He returned to his wife and two adored daughters in Nishiyoka and became a successful businessman who devoted much of his life to charity and humanitarian causes. Suburo Sakai hated war and is buried in a cemetery not far from his house.

Carleton Fogg and Otis Dennis rest in a crumpled aluminum casket 100 feet below the ocean and one-half mile off Roi Island.



Post Script

As a result of their heroism, Fogg and Dennis were awarded the Air Medal and Purple Heart. The destroyer escorts DE57, the USS Fogg, and DE405, the USS Dennis were named after them.




C. Davis Fogg is a former business executive, consultant and speaker.  He has written several business books and numerous articles and op-ed pieces. He and his wife live in Wakefield, Rhode Island.  He is Carleton Fogg's nephew.

Mr. Fogg can be reached at  .



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