The Battle of Midway, fought near the Central Pacific island of Midway, is considered the decisive battle of the war in the Pacific. Before this battle the Japanese were on the offensive, capturing territory throughout Asia and the Pacific. By their attack, the Japanese had planned to capture Midway to use as an advance base, as well as to entrap and destroy the U.S. Pacific Fleet. Because of communication intelligence successes, the U.S. Pacific Fleet surprised the Japanese forces, sinking the four Japanese carriers, that had attacked Pearl Harbor only six months before, while only losing of one carrier. After Midway, the Americans and their Allies took the offensive in the Pacific.

Just after midnight on 4 June, Admiral Nimitz, based on patrol plane reports, advised Task Forces 16 and 17 of the course and speed of the Japanese "main body," also noting their distance of 574 miles from Midway. Shortly after dawn, a patrol plane spotted two Japanese carriers and their escorts, reporting "Many planes heading Midway from 320 degrees distant 150 miles!"

The first attack on 4 June, however, took place when the four night-flying PBYs attacked the Japanese transports northwest of Midway with one PBY torpedoing fleet tanker Akebono Maru. Later that morning, at roughly 0630, Aichi D3A ("Val") carrier bombers and Nakajima B5N ("Kate") torpedo planes, supported by numerous fighters ("Zekes"), bombed Midway Island installations. Although defending U.S. Marine Corps Brewster F2A ("Buffalo") and Grumman F4F ("Wildcat") fighters suffered disastrous losses, losing 17 of 26 aloft, the Japanese only inflicted slight damage to the facilities on Midway. Motor Torpedo Boat PT-25 was also damaged by strafing in Midway lagoon.

Over the next two hours, Japanese "Zekes" on Combat Air Patrol (CAP) and antiaircraft fire from the Japanese fleet annihilated the repeated attacks by the American aircraft from Marine Corps Douglas SBD ("Dauntless") and Vought SB2U ("Vindicator") scout bombers from VMSB-241, Navy Grumman TBF ("Avenger") torpedo bombers from VT-8 detachment, and U. S. Army Air Force torpedo-carrying Martin B-26 ("Marauder") bombers sent out to attack the Japanese carriers. Army Air Force "Flying Fortresses" likewise bombed the Japanese carrier force without success, although without losses to themselves.

Between 0930 and 1030, Douglas TBD ("Devastator") torpedo bombers from VT 3, VT-6, and VT-8 on the three American carriers attacked the Japanese carriers. Although nearly wiped out by the defending Japanese fighters and antiaircraft fire, they drew off enemy fighters, leaving the skies open for dive bombers from Enterprise and Yorktown. VB-6 and VS-6 "Dauntlesses" from Enterprise bombed and fatally damaged carriers Kaga and Akagi, while VB-3 "Dauntlesses" from Yorktown bombed and wrecked carrier Soryu. American submarine Nautilus (SS-168) then fired torpedoes at the burning Kaga but her torpedoes did not explode.

At 1100, the one Japanese carrier that escaped destruction that morning, Hiryu, launched "Val" dive bombers that temporarily disabled Yorktown around noon. Three and a half hours later, Hiryu's "Kate" torpedo planes struck a second blow, forcing Yorktown's abandonment. In return, "Dauntlesses" from Enterprise mortally damaged Hiryu in a strike around 1700 that afternoon. The destruction of the Carrier Strike Force compelled Admiral Yamamoto to abandon his Midway invasion plans, and the Japanese Fleet began to retire westward.

During the battle, Japanese destroyers had picked up three U.S. naval aviators from the water. After interrogation, however, all three Americans were murdered. One TBD pilot, Lieutenant George Gay escaped detection by the Japanese ships and was later rescued by a PBY.

On 5 June, TF 16 under command of Rear Admiral Spruance pursued the Japanese fleet westward, while work continued to salvage the damaged Yorktown. Both Akagi and Hiryu, damaged the previous day, were scuttled by Japanese destroyers early on the 5th.

The last air attacks of the battle took place on 6 June when dive bombers from Enterprise and Hornet bombed and sank heavy cruiser Mikuma, and damaged destroyers Asashio and Arashio,as well as the cruiser Mogami. At Admiral Spruance's expressed orders, issued because of the destruction of three torpedo squadrons on 4 June, "Devastators" from VT-6 that accompanied the strike did not attack because of the threat to them from surface antiaircraft fire. After recovering these planes, TF 16 turned eastward and broke off contact with the enemy. COMINT intercepts over the following two days documented the withdrawal of Japanese forces toward Saipan and the Home Islands.

Meanwhile, on the 6th, Japanese submarine I-168 interrupted the U.S. salvage operations, torpedoing Yorktown and torpedoing and sinking destroyer USS Hammann (DD-412). Screening destroyers depth-charged I-168 but the Japanese submarine escaped destruction. Yorktown, suffering from numerous torpedo hits, finally rolled over and sank at dawn on 7 June.