Air Raid: Manila
By Patrick Collins
January 2021

The U.S. government had no illusions about the likelihood of Japan abandoning its actions in China. War, it was felt, was coming. The U.S. territory in the Philippines was well known to be indefensible, under conditions as they existed.

Only one man disagreed, Gen. Douglas MacArthur. His personal love for the islands and their people tended to blind him to a realistic appraisal of the situation. A persistent and persuasive man, MacArthur might have been able to change the focus of American defense from Pearl Harbor to the Philippines. Almost certainly that would have been a very bad idea. But, on our game tables, where we just pack it up when we are done, it’s much less of an exercise in bad judgment.

In the late 1930s, as the situation in the Far East deteriorated, Manila became a very vulnerable place. Existing treaties forbade any improvement after 1922. This left Manila, Clark Field, and other important installations with only a few WWI-era AA pieces available. Also, war games had shown that the plan of “War Plan Orange” was increasingly less feasible as Japanese air bases populated the central Pacific.

Clark Field, before the Japanese tour groups arrived.


U.S. Navy planners did not assume that the Japanese were abiding by treaties. The rapid improvements in aircraft in the mid to late 1930s meant that airplanes which could not really harm capital ships in 1930 could be very deadly by 1939. This made the Japanese plan of having long-range aircraft attack the fleet as it passed the islands a danger. Night attacks by light forces would continue the attrition, and let the main Japanese fleet win a Pacific Jutland, and defeat the U.S. Navy.

The war games that showed this as an increasingly realistic fate for any implementation of War Plan Orange led to some changes. First, the name became Rainbow reflecting the reality of a multi-nation war. Next, amphibious attacks on the Central Pacific islands and the associated logistics became a larger part of war games. The unpleasant aspect of this from the point of the Philippines was that any relief of the islands was going to take at least six months, and a longer time was widely considered realistic. In fact, the existing war plan ended at six months after the outbreak of war. By then, the existing stocks of food and ammunition would be used up. What happened next was left unsaid, but with the Navy feeling it would take two years to fight its way to the Philippines, the answer was as obvious as it was unpleasant.

But MacArthur had some ideas. First, he expected the Philippine army he was training to perform well in combat. The regular Philippine Scouts were widely regarded as excellent troops (and they proved it once war came), and MacArthur figured he could train more to be able to meet their standards. He also demanded, and got to a certain extent, the commitment of modern air power to the islands, both bombers and fighters. In July and August 1941, Washington decided upon a substantial reinforcement plan for the islands. In October, Gen. Lewis Brereton was sent to the Philippines as FEAF leader. He was briefed by Gen. Marshall on the new importance of the Islands in U.S. strategy.

If the Japanese come back, the Philippine Scouts are ready for them.


Marshall’s plan was risky, in that he was sending bombers before the airfields had adequate AA protection, and before there was a sufficient amount of pursuit planes for protection. The chief of staff thought he had until spring of 1942, and that by then all the needed reinforcements would have arrived. Among the first units sent would be an Air Warning battalion, and engineers for air field construction and improvement. In the days before radar, Air Warning networks consisted of spotters with radio and phone connections to HQ. They used sound and “Mark 1 eyeballs” to spot enemy raids. While it sounds primitive (and radar was a great improvement) the system worked very well for Chennault in China.

Brereton made a number of changes, increasing working hours and demanding increased training. P-40 units began a series of night exercises, and B-17s began mock attacks on fields, which were spotted and intercepted in mock fights. These showed that while the P-40Bs could gain altitude well, they were slow. In fact, the B-17s were faster, which infuriated the pursuit pilots immensely.

Other things that Brereton wanted were simply not possible. There was a lack of paint available for camouflaging the planes. With all the new planes at Clark and Nichols, there was not enough room to properly disperse them. There were no blast pits in which to place the planes to protect from bombing. Construction on other fields was not keeping up with plane arrivals, or the changing plans.

However, MacArthur also made the classic wargamer’s mistake of expecting his enemy to accommodate him. He and Marshall expected war not to occur until the middle of 1942, when he would be ready for it. Sadly, they neglected to inform the Japanese, who opened hostilities seven months too soon.

Part of the plan involved a different task for the Far East Air Force. Initially, the bombers allotted to the Philippines were tasked with attacking Japanese shipping and possibly Japanese bases in Formosa (modern Taiwan). The new plan involved a much larger set of B-17s and B-24, to cover and strike shipping lanes between Formosa and the Dutch East Indies, as well as between Taiwan and Malaya. The total was planned to be 165 bombers, by March 1, 1942. But Brereton arrived in Manila on Nov. 4, 1941. Time was about to run out.

This Japanese 240mm siege gun shelled Corregidor.


While formal permission to recon Formosa had been denied, at lower levels men took matters into their own hands. The islands had two operational radar stations. These had been picking up bogies in the early days of December 1941. P-40s were scrambled to intercept, but as the flights came in at night, or in cloudy weather, there were no interceptions. Permission had been sought, and granted, to attack any flights in Philippine airspace. What had not been granted was permission to fly recon flights over Formosa.

Lt. Col. Eubank, the commander of the bombing group, had let it be known that he would not object too much if individual pilots chose to fly a bit too close to Formosa. Capt. Colin Kelly was the sort of officer to take that notice to heart. On Dec. 6th, he told his crew to load live ammo into the B17-C’s machine guns. He also informed them they were going to do some photography. As their plane approached the base at Takao, a float plane was seen to take off, and head straight for the ship. A gunner on the B-17 opened fire, driving it off. The flight landed normally. What report Capt. Kelly made is not known. On Dec. 10, 1941, Capt. Kelly led three B-17s to attack a Japanese landing force. A mine sweeper was hit and became a total loss, while the cruiser Natori and destroyer Harukaze were damaged by near misses, Natori moderately so. Attacked by fighters, Kelly and his co-pilot stayed at the controls long enough for the crew to bail out. As they attempted to bail, the plane exploded. The co-pilot was able to open his parachute and land safely; Kelly fell to his death.

We need to recall what happened in Manila on Dec. 8. On the other side of the international date line, it was nighttime Dec. 8 when Pearl was attacked. MacArthur was alerted at 3:30 a.m. Gen. Brereton, the air commander, appeared at the office of Gen. MacArthur to gain approval to raid Japanese air bases on Formosa at dawn. This request was made at 5 am. MacArthur’s chief of staff, Sutherland, refused to let him see MacArthur, but did allow him to prepare for a strike. He was told not to launch without permission.

He returned at 7:14 a.m., after checking that the airfields were alerted and preparations begun. Again, he requested permission to raid Formosa. Again, he was denied. Again, he was not allowed to see MacArthur. He was told to prepare for a reconnaissance of the Formosa fields, but not to launch without orders. At 8 a.m., MacArthur spoke with Gen. Leonard Gerow in Washington, and informed him that the islands had not been attacked. Air strikes on the Japanese were not mentioned.

On Formosa, Japanese planes were socked in by fog. They were painfully aware of how vulnerable they were on the ground, and how important their strikes on Luzon's bases were in Japanese plans. But the same fog that kept them on the fields also protected them, in 1941. USAAF fliers simply could not find and hit bases in fog at that time. By 1944, radar-based navigation would have left those fields easy prey. But those days were three years away.

U.S. officers were not simply sitting waiting for orders. Expecting a dawn attack, planes were sent aloft, the thought being they were safer there. At 9:30, some 50-plus planes were overhead, and initial reports of incoming Japanese flights began to arrive. Brereton called to let HQ know that he could not carry out his mission if the fields were attacked. At 10 a.m. he was told by Sutherland to prepare recon flights over Formosa. When the Japanese appeared at noon, B17s were on the ground, fueling, while P40s were ready to take off.

The attack lasted about an hour. First, level bombers came in from 22,000 to 25,000 feet, in two groups. Then fighters strafed the field, destroying planes and supplies, and killing crew. AA was minimal, and much of what ammunition that was fired was defective. Three P-40s managed to take off, but others trying were destroyed in the attempt. P-35s were not attacked on their field, and valiantly took on the far superior Zeros. While they took no losses, most of their planes were badly damaged, and they shot down three Zeros. The planes on patrol aloft did not intercept, as apparently communications were down.

Attacks on the field at Iba found the planes aloft, but low on gas. The P-40s were able to prevent strafing by engaging the Zeros, but lost 10 to 12 planes.

The results were grim. Only 17 of 35 B-17s were left; 53 P-40s had been destroyed. Many of those left were damaged, and spare parts were scarce to non-existent in the Philippines. By Dec. 11th only 22 P-40s and a handful of the older P35s and P26s were available. The B-17s left moved to fields in Mindanao and were used for recon only. They would not last long, as the Japanese used their air superiority to scour the islands for remaining US airpower. Bowing to reality, on Dec. 15 the remaining B-17s flew to Australia.

As for what happened those early hours in Manila, no one can say for sure. In his post-war memoirs Gen. Arnold stated flatly he did not know what had happened, and that in his opinion Gen. Brereton’s story was not “a complete and accurate account” and that Gen. Sutherland’s story “does not completely clear it up, by any means.” There is a theory that MacArthur was frozen by the attack, and another theory that President Quezon urged him not to strike, in hopes that the Philippines might be bypassed. Whatever really happened, what chance a successful defense of the Philippines had was eliminated by 1 p.m. Dec. 8.

What could have been?

Plans approved in August 1941 allotted 270  bombers and 260 fighters to the Philippines. Had war not come, the islands would have had 240 P-40s by the end of December 1941. Another 33 B-17s were due in December. One addition that was expected were A24 dive bombers. These were also due in December, and were tasked with anti-shipping strikes.

One large problem that the FEAF had was lack of ammunition. It sounds amazing, but the U.S. Army had in the Philippines only 3.8 million rounds of 0.50 caliber ammo, while the FEAF alone estimated its needs as 6 million. The planned amount of 22 million rounds of ammo was not set to arrive until March 1, 1942. There was also a shortage of bombs. The supply of 500-pound bombs was considered adequate, not so the supply of 100-, 300- and 1,000-pound bombs.

As it happened, the shortage of .50-caliber ammo was alleviated by the shortage of pursuit planes after Dec. 8. Also, the Philippines had seven radar sets when war came, but only two were set up and operational. These sets were the ones that the FEAF used to try to intercept snoopers before the war, with no success. The communications systems and personnel needed to integrate these into a complete air defense system did not arrive before war came.

Also lacking was AA. While there was a consensus that AA needed upgrading, it was only in December that plans were made to send 3 AA regiments to the Islands. Actual dispatch meant these might not have arrived until February or March.

Naval reinforcements consisted of submarines and PT boats. The Navy did pull most of the 4th Marine regiment from China to the islands just before war.

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Mike Bennighof is president of Avalanche Press and holds a doctorate in history from Emory University. A Fulbright Scholar and NASA Journalist in Space finalist, he has published countless books, games and articles on historical subjects; some of them are actually good. He lives in Birmingham, Alabama with his wife, three children and his dog, Leopold.

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