Somewhere between the first and fifth of August 1943, three young lieutenants, naval aviators all, swooped down upon a somewhat large rattlesnake resting in the area adjacent to the Marine Corps Air Station, Cherry Point, North Carolina, captured it, and took it with them to their newly commissioned squadron ready room. The well-fed snake measured about seven feet in length. Few people understand why lieutenants do anything. Observing the antics of a lieutenant, most people roll their eyes and think to themselves, “But for the grace of God …”
In this case, however, the lieutenants were on a mission. It was to find a nickname for their recently commissioned aircraft squadron. With all squadron pilots assembled, it was unanimously agreed that Marine Fighting Squadron 323 (VMF-323) would be henceforth known as the Death Rattlers. Its patch and nickname continue to exist today, as of this writing, for 77-years. In 1943, VMF-323 was assigned to Marine Aircraft Group (MAG)-32, 3rd Marine Aircraft Wing (MAW). The squadron’s first commanding officer was Major George C. Axtell, Jr.
VMF-323 began combat training almost immediately after its activation. This squadron, as well as others being formulated, were desperately needed in the Pacific. In September 1943, VMF-323 was transferred to one of the Air Station’s outlying fields, a Marine Corps Auxiliary Air Facility at Oak Grove. Its first aircraft was the Vought F4U-1 Corsair. In 1943, VMF-323 was one of eight Marine Corps Corsair squadrons.
In January 1944, VMF-323 was transferred to El Centro, California and reassigned to Marine Base Defense Aircraft Group (MBDAG)-43. In California, squadron pilots worked to master instrument flying, gunnery, bomber escort, overland navigation, dogfighting, section flight tactics, field carrier landings, and strafing. Field carrier landing training was a prelude to actual carrier landing qualification training. When this training period was concluded, VMF-323 moved to Camp Pendleton, California. For Major Axtell, training new officers was a never-ending task since no sooner had he molded his pilots into skilled aviators, they would be transferred to another squadron and Axtell would have to begin the task of bringing along a newer pilot. Axtell, a qualified instrument pilot before taking command of the squadron, insisted that all of his pilots develop that skill set. Axtell believed that instrument flying would build self-confidence in his pilots and prepare them for future battles—which proved prescient.
VMF-323’s first casualty occurred on 17 March 1944 when Second Lieutenant Robert M. Bartlett, Jr., crashed his aircraft two miles south of the airbase while on a routine night familiarization flight. In April, VMF-323 took part in two large-scale joint service air interception exercises. On 25 May Second Lieutenant John A. Freshour and his passenger, Lieutenant Commander James J. Bunner, USN were killed when their Douglas SBD (Dauntless) crashed into a power line near Camp Pendleton’s airfield. That month, Axtell focused his pilots on the art and science of dive-bombing and forcing his pilots to avail themselves of an intelligence reading room and a classified material library. Major Axtell, young as he was, was a task-maker because in addition to learning, practicing, and becoming proficient in aviation skills, he also demanded that his pilots attend aircraft recognition classes and lectures on a host of technical topics —including the geography of Palau’s Islands, Philippines, the Sulu Archipelago, and other island areas these pilots could be assigned to. A third pilot was lost when Second Lieutenant Glen B. Smith crashed at sea on a routine training flight.
On 7 September 1944, 30 pilots, 3 ground officers, 90 enlisted men, 24 aircraft, and repair parts boarded the USS Breton (CVE-23) as the squadron’s advanced element. Its rear echelon of 20 officers, 167 enlisted men remained behind for further training. VMF-323 would be assigned to the 2nd Marine Aircraft Wing. Ten days later, the squadron catapulted the squadron to its destination at Emirau. During takeoff, Second Lieutenant Gerald E. Baker crashed into the sea and was killed. Upon arrival at Emirau, Axtell reported to the Commanding General, 2nd Marine Aircraft Wing for duty. For the next 30 days, VMF-323 conducted local flight training within a fifty-mile radius of the field. Training included gunnery, dive-bombing, and squadron tactics. On 24 October, Commander Task Group 59.6 ordered VMF-323 (Forward) to Espiritu Santo, a rear area supply base in the New Hebrides Islands. On the same day, the Commanding General, FMFPac (Air) placed VMF-323 under his administrative control.
By 31 October, VMF-323 (Fwd) was fully located at Espiritu Santo and busily involved in setting up the squadron for air operations. Between 9-28 November, the squadron participated in another round of familiarization flights, gun proficiency, bombing, and squadron tactics. On 29 November, the squadron’s rear echelon arrived and rejoined the squadron. MAG-33 attached the squadron on the same day. Ordnance experts from MAG-33 began installing airborne rocket launchers almost immediately, necessitating additional training by squadron pilots and ground crews. It was complicated; pilots needed to learn about glide angle, range, proper lead, rock effectiveness, safety, and the characteristics of various rockets. Added to the already busy training routine was close air support of ground troops. Unbeknownst to the squadron’s officers, they were being prepared for battle on the island of Okinawa. As the pilots were practicing air combat maneuvers, the enlisted men were spending more time on the rifle range: Every Marine is a Rifleman. Expected to develop proficiency with their sidearm, pilots went to the range, as well. Finally, the squadron’s ground defense crews practiced with anti-aircraft machine guns. There would be no gravel crunchers to provide security for VMF-323.
On 23 February, MAG-33 issued classified orders to the Commanding Officer, VMF-323: they would fly their 32 Corsairs to Okinawa in echelons. Combat operations began on 10 April from Kadena airfield. Weather conditions made Flying conditions poor. When the dawn combat air patrol (CAP) launched at 0515 hours on their first day, First Lieutenant James L. Brown failed to join the flight. Initially listed as missing in action, he was later declared killed in action. On the next day, the airfield came under attack, but there was no damage or casualties. The Death Rattlers’ first combat kill came that very morning, 11 April. First Lieutenant Vernon E. Ball was readying for takeoff when a Japanese bomb hit the runway in front of his aircraft. Ball calmly steered his aircraft around the bomb crater and took off. Once airborne, Ball observed fellow squadron mate Al Wells shoot down the Japanese bomber responsible for cratering the runway.
On the afternoon of 12 April, a fourteen aircraft CAP noted the approach of Japanese aircraft from the north. The Death Rattlers split into three divisions. Six aircraft were diverted northwest from Ie Shima, flight leader Major Arthur L. Turner with Second Lieutenant Obie Stover as his wingman. The second section was led by First Lieutenant Dellwyn L. Davis, with Second Lieutenant Robert J. Woods as his wingman. The third section was led by First Lieutenant Charlie Spangler, with Second Lieutenant Dewey Durnford as his wingman.
The Marines were flying at 15,000 feet, 71-miles northwest of Ie Shima when they spotted a multi-engine Japanese bomber about eight miles distant and at an altitude of around 11,000 feet. According to the Squadron’s official account:
Spangler and Durnford peeled off, followed by Davis and Woods. Spangler closed from five o’clock and opened fire at 800 feet. First, he knocked out the tail gunner and the top of the rudder, and then flamed the port engine. Durnford was closing from seven o’clock, whereupon the Betty turned on him, apparently trying to give the side blister gunner a shot. Durnford opened fire at 200 feet, directing his fire at the cockpit. Davis flamed the starboard engine from 100 feet and the Betty spiraled down in flames, exploding when it hit the water.
Meanwhile, a second six-plane element was directed to the Motobu Peninsula. Captain Felix S. Cecot was flight leader with Second Lieutenant Leon A. Reynolds as his wing. Captain Joe McPhail led the second section with Second Lieutenant Warren W. Bestwick. Second Lieutenant Glenn Thacker flew with Second Lieutenant Everett L. Yager. The enemy approached at about 18,000 feet. The Marines climbed to 23,000 to gain an overhead advantage. McPhail reported—
I spotted some F4Us chasing Zekes; I called out their position and rolled over. Bestwick was on my wing. On the way down, four Zekes appeared right under us at about 19,000 feet, flying almost abreast in two-plane sections. I started firing at the rear plane on the right, at about 400 yards, above and behind. My first burst was off, and the Zeke saw the tracers. He made a couple of small turns, and then I started getting hits. Pieces started coming off around the cockpit, and then he blew up. The other three scattered. I then pushed over and came home alone, being unable to find my wingman.
Berwick’s report stated …
Captain McPhail shot at the rear plane on the right. His Zeke crossed under the rest of their formation and exploded in flames. I picked the second plane of the first section and fired a long burst and saw it explode. By that time, the first plane of the second section had broken off to the right and down, so I continued my run and fired a 20-degree deflection shot from behind. This plane also exploded. While looking for Captain McPhail, I saw my first Zeke spiraling down smoking, but I didn’t see my second Zeke after firing on him.
Lieutenant Thacker had followed Bestwick on the original pass going after the fourth Zeke in the formation. He made an attack run on the Zeke and his guns knocked pieces from the fuselage, causing it to smoke. The Zeke, however, rolled, pulled up tightly, and escaped. Thacker claimed a probable kill as a result of his action.
At the same time, Captain Cecot dove from 23,000 feet to 5,000 to fire at a Jack. The Jack rolled, Cecot fired at his belly and saw it smoking. He was unable to observe further damage. He too claimed a probable kill.
The remaining section, composed of lieutenants John Ruhsam and Robert Wade, were returning to Kadena because Wade’s landing gear could not be retracted. Just south of Motobu, a Zeke dove out of the sun and made a pass at Wade’s plane. Wade lowered his flaps and made a tight run. The Zeke shot past, rolled, and dove to the deck. Wade followed him down and was almost in firing position when Ruhsam opened fire with a 30-degree deflection shot and the Zeke burst into flames and crashed.
During this flight, all squadron pilots involved encountered Japanese aircraft for the first time.
VMF-323 flew a variety of close air support and bombing missions over the next few days, the seventh and last mission of 22 April was a record-breaker. The last mission was an eight aircraft formation led by Major George C. Axtell, the squadron commander. The flight departed Kadena at 1500 hours and did not return until around 1915. During this flight, VMF-323 downed a record 24 (and three-quarters) enemy aircraft. The squadron’s records reflect that the action was fast and furious.
Major Jefferson D. Dorah, Jr., squadron executive officer, burned five planes and exploded a sixth, all within twenty minutes. Major George B. Axtell shot down five planes within fifteen minutes. Twenty-one-year-old Lieutenant Jeremiah J. O’Keefe also shot down five planes, one of which tried to ram him after it caught fire.
Flying combat aircraft is a dangerous vocation. This was true in 1945, it is more so now as our young men fly high-performance aircraft with exceptionally complicated technology. Every moment of a training or combat flight is a teaching moment. Bad things can happen to machines, and it is the human pilot that must respond to each “sudden” and sometimes catastrophic failure. In April 1945, VMF-323 pilots learned about fire discipline. Some used up their ammunition too quickly, wastefully, which at the moment the last round was fired, rendered that bird as combat ineffective. Other pilots dropped their external fuel tanks too soon, which threatened their ability to return safely to base. They learned from their mistakes, of course … or they died because of them.
VMFA-323 is the home squadron of my good (and long-time) friend Pablo, who occasionally comments here. Pablo has been an aviator for more than 50 years. That is … fifty years of accident-free flying. He is a certified instructor pilot, a certified glider pilot, and certified to teach glider flying. He is also a much-sought-after aviation safety instructor/lecturer. He will attest to the risks associated with aviation and most likely agree that these innate risks, when combined with high anxiety combat maneuvering, makes military flying the most challenging vocation anyone could ever ask for. It should not surprise anyone that there are aircraft mishaps, and that good young men and women die in them. Given the operational tempo of our military air wings, what is surprising is that there are not more mishaps.
As Brigadier General Chuck Yeager (USAF) once said, “There are old pilots, and there are bold pilots, but there are no old bold pilots.”
- Chapin, J. C. Fire Brigade: U. S. Marines in the Pusan Perimeter. Washington: USMC Historical Center, 2000.
- Pitzl, G. R. A History of Marine Fighter Attack Squadron 323. Washington: USMC Historical Center, 1987.
- Sherrod, R. History of Marine Corps Aviation in World War II. Washington: Combat Forces Press, 1952.
 Lieutenant General George B. Axtell (1920-2011) was a World War II flying ace, recipient of the Navy Cross, and the youngest commanding officer of a Marine fighter squadron. General Axtell served through three wars and retired from active service in 1974. In addition to command of VMF-323, he also commanded VMF-452, VMF-312, Marine Carrier Air Group-16, Marine Air Control Group 1, Marine Aircraft Group 12, Force Logistics Command, 2nd Marine Aircraft Wing, and the Fleet Marine Force, Atlantic. In addition to the Navy Cross, he was awarded the Navy Distinguished Service Medal, three awards of the Legion of Merit with combat valor device, two awards of the Distinguished Flying Cross, and seven awards of the Air Medal.
 The Corsair was developed by the Chance Vought Aircraft Company, designed and operated as a carrier-based aircraft and entered service in the Navy-Marine Corps in 1942. It quickly became one of the most capable fighter-bombers in the US arsenal and, according to Japanese pilots, the most formidable American fighter in World War II. The Corsair saw service in both World War II and the Korean War. It was retired from active service in 1953.
 Betty was the name Allied aviators gave to the Mitsubishi G4M twin-engine land-based bomber.
 Zeke was the name Allied aviators gave to the Mitsubishi A6M Zero.
 Jack was the name Allied aviators gave to the Mitsubishi J2M Raiden (lightning bolt), a Japanese Navy aircraft
6 thoughts on “Death Rattlers”
I joined 323 in 1965. We had F4Bs and on my first flight I had a hydraulic failure. Later the standing joke was that if you did not experience a hydraulic failure, you probably had less than ten hours in the Phantom.
Many of the pilots in that WW2 squadron lived through the Truman attempt to do away with the USMC and became senior leaders that shaped the Corps.
Thanks for the memories…
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Thank you, Pablo … for your friendship, your extraordinary service to your country and our Corps, and for you lessons in the cockpit. Semper Fi, Amigo.
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LOVED IT Mustang. Yes, they choose the danger, these pilots. When I was 20, I worked at a little crap company where one of the execs was a former Naval Aviator and served in the battle of Midway. He didn’t give many details and I didn’t ask for some reason, but I remember him saying “They were trying to get you and you were trying to get them”. Guess that sums it up really.
And “The whole 9 yards” – 27 feet of .50 cal belt fed ammo.
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In the excellent film Flight of the Intruder, Brad Johnson’s character is Lieutenant Jake Grafton, call sign “Cool Hand.” Honestly, I’ve never seen anyone as cool under pressure … I mean, gut wrenching pressure … than a Naval Aviator. Amazing men. BTW the film is based on the book of the same name by Stephen Coonts, a former Navy A-6 pilot.
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Great story of a hard-working squadron. Their feats were amazing. As for Pablo I couldn’t say enough good things about him. A very neat guy. Probably has more hours in the air…in more different aircraft…than anybody in the world. He has taught mega aspiring pilots, you and not so young, how to soar through the skies.I delight in knowing this man. Added to that, he is somewhat of a scholar also. Reads books by the carload and then sends them off to friends.
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Roger. Paul stood by me when no one else would. I can never repay his friendship or his loyalty. Semper Fi Pablo …
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