"Tripoli", the Marines' mascot on Wake Island. When they land at Clark Field, White learns that his son was killed while trying to lead his squadron into the air during the first attack. Soon after, Quincannon volunteers his bomber (the only one available) to attack a Japanese invasion fleet, but the Mary-Ann is swarmed by enemy carrier fighters and forced to abort after losing two engines. The fatally wounded Quincannon orders his men to bail out, then he blacks out. Winocki remains aboard and pilots the Mary-Ann to a successful belly landing when he is unable to lower the landing gear. Having told the now dying Quincannon that the Mary-Ann is ready to fly, the crew works feverishly through the night to repair their bomber, scavenging parts from other damaged B-17s, as the Japanese Army closes in. Chester, the assistant radio operator, volunteers to fly as gunner in a two-seat observation plane. They are caught in an enemy air raid. Chester bails out after the pilot is killed, but is machine-gunned while descending in his parachute, then strafed to death on the ground. Winocki and White shoot down the Zero fighter with .30 caliber machine guns. When the pilot stumbles from the burning wreckage, Winocki shoots him. The crew barely manages to finish the repairs and refueling when the Japanese overrun the airfield. With help from Marines and Army soldiers, Mary-Ann takes off, her waist machine guns returning fire. As they head to Australia, with Rader as the reluctant pilot and the wounded Williams as co-pilot, they spot a large Japanese naval invasion task force directly below. The crew radios the enemy's position and circles until reinforcements arrive; the Mary-Ann then leads the attack that devastates the Japanese fleet (this dramatic sequence mirrors the real events of the Battle of the Coral Sea). Later in the war, a bombing attack on Tokyo is finally announced to a roomful of bomber crews, among them several familiar faces from the Mary-Ann, including Rader, now a B-17 pilot. As the bombers take off, President Roosevelt offers inspiring words in voice-over, as the air armada heads towards the rising sun. Cast Production Director Howard Hawks credited the concept of the film to Lieutenant General Henry H. Arnold, Commanding General of the Army Air Forces, based on the experiences of a flight of B-17s that left Hamilton Field, California, on the night of December 6,