In 1942 Admiral Isoruku Yamamoto decided to try and capture the US base on Midway Island. He believed that the Japanese Air Force would be able to launch air attacks on the US Fleet at Pearl Harbor. Yamamoto devised a complex plan where the Combined Fleet was split into eight task groups. Two of these groups made a diversionary attack on the Aleutian Islands. The rest of the fleet led by Yamamoto, Vice Admiral Chuichi Nagumo and Vice Admiral Nobutake Kondo, would head for Midway.

Unknown to Yamamoto the US intelligence service and broken the Japanese communication code and informed Admiral Chester Nimitz of the Japanese plans. Nimitz was able to assemble two task forces under Admiral Frank Fletcher and Rear Admiral Raymond Spruance. With the carriers Yorktown, Enterprise and Hornet, eight cruisers, and fifteen destroyers, they also headed for Midway.

On 3rd June, 1942, 100 aircraft from Nagumo's carrier force bombed Midway. The US Marine fighters were outnumbered and were unable to stop extensive damage being caused. While the Japanese aircraft were being rearmed they were attacked by carrier planes from Spruance's Task Force.

While this was taking place Yorktown and Enterprise arrived and scored hits on the Japanese ships, Akagi , Soryu and Kaga . The Hirpu managed to sink the Yorktown before it was set afire by the Enterprise . The Japanese Navy had now lost all four of her aircraft carriers and Admiral Isoruku Yamamoto was forced to order a withdrawal.