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Movie Review

“Don’t push us into a corner,” Japanese Admiral Isoroku Yamamoto told Commander Edwin T. Layton, assistant naval attaché to the U.S. Embassy in Tokyo, back in 1937. “You must give those of us who are more reasonable a chance to carry the day.”

Alas, Yamamoto’s reasoned, moderate plea for restraint goes unheeded by leaders in his own country. Dialogue and diplomacy vanish like ash in the wind amid increasing regional aggression. And Japan’s fearsome military machine begins its brutal march across Asia and the Pacific.

Four years later, that aggression erupts unexpectedly at Pearl Harbor. As American sailors set up chairs for a chapel service on the deck of the U.S.S Arizona one sleepy December morning, Japanese Zeroes roar overheard, strafing, bombing and torpedoing the pride of the U.S. Pacific fleet. The surprise attack—one that Layton, now chief intelligence officer at Pearl had tragically warned could be coming—lays waste to the fleet anchored there. The preemptive strike exacts a terrible toll: nearly 2,500 Americans dead. Five battleships sunk. Thirteen more destroyed or damaged.

It seems a crippling blow.

But Yamamoto, now in command of the Japanese Combined Fleet, frets and fumes. Despite the apparent success of the ambush, Admiral Chuichi Nagumo failed in one key respect: finding and destroying American aircraft carriers at sea as he’d been ordered to do. America’s might is diminished, yes. But not its capacity to take the fight to the Japanese with its aircraft carriers. “I fear all we have done is to awaken a sleeping giant and fill him with a terrible resolve,” he says.

Yamamoto’s words will prove prophetic.

Layton, now reporting to newly installed Pacific commander Chester Nimitz, believes the Japanese are marshalling their forces for a knockout blow, one that will leave the Pacific undefended and the West coast of the United States vulnerable to invasion.

But where?

A crack team of American codebreakers has intercepted enough evidence to convince Layton that the blow will fall at Midway. Layton even thinks he can identity the date and time of that attack. Washington thinks otherwise. But Nimitz trusts his intelligence man and his unorthodox team of codebreakers.

And so Nimitz and Layton, along with Admiral Bill Halsey and other top Navy brass, quietly, methodically and desperately set a trap for the Japanese Navy at that otherwise insignificant sandy dot in the middle of the Pacific.

But can they spring it? Can they achieve the victory that will turn the tide?

Success will depend on surprise. Skill. Luck.

Oh, and aircraft carriers.

But most all, success at Midway will depend upon the bravery of a small group of seasoned-but-battered pilots whose determination to repay the infamy of Pearl Harbor does indeed fill them with Yamamotos’s much-feared “terrible resolve.”

Positive Elements

The Battle of Midway started on June 4, 1942 and lasted three days. It was indeed the decisive turning point in the contest for the Pacific. The Americans’ eventual victory hangs by the thinnest of threads, and it is ultimately delivered by a combination of resolve, ingenuity, intuition and most—most of all—raw courage.

Much of the story revolves around the efforts of two men: Edwin Layton’s attempts to decipher Yamamoto’s intent (and convince leaders of that intel); and the daring, death-defying courage of a fighter-bomber pilot named Dick Best (and the men who fly with him).

Layton has cultivated a team of codebreakers whose work he trusts completely. But the task of codebreaking, as we see here, is as much art as science, as they can only decipher about 25% of the coded Japanese communication traffic that they intercept. Layton and his team piece together their best guess at Yamamoto’s intent. But it is a guess, and Washington’s intel officers (working with the same information) interpret the sketchy information differently.

Layton fights fiercely for his interpretation of the data. He’s haunted by the idea that he was to blame for Pearl Harbor, because he didn’t follow his hunch (based, again, on intelligence data) that the attack was coming. He’s determined not to repeat that mistake, and Nimitz backs his man fully, despite Washington’s pressure to do otherwise.

Dick Best’s task, meanwhile, is both simpler and oh so much harder: dropping bombs on Japanese ships. Best helps convince the Navy that new torpedoes (dropped from fighters) aren’t working effectively. That forces a return to much riskier bombing tactics, in which fighter-bombers fly nearly straight down on their aircraft carrier targets—against a storm of defending anti-aircraft fire—to release their explosive payload at the last possible moment. It’s a job that claims the lives of many pilots and their rear-seat gunners. But Best and his crew are up to the task.

Best works to convince one fear-filled pilot to keep flying. [Spoiler Warning] When that pilot dies in a botched carrier take-off, Best grapples with guilt about having encouraged the man to climb back into the cockpit.

Another subplot involves pilot Jimmy Doolittle’s famous bombing raid on Tokyo. The men flying it know they can’t carry enough fuel to get back to the carriers, and they debate even whether they’ll be able to make it to unoccupied Chinese territory before they run out of fuel.

The frontline pilots’ bravery here is augmented by the at times unorthodox thinking of the leaders plotting the Americans’ strategy. They’re willing to take bold risks to succeed, whereas the Japanese leaders are shown to be rigid and inflexible in terms of listening to junior officers’ innovative ideas—ideas that would have circumvented the American trap at Midway. And though generals aren’t necessarily known for their humilty, both Nimitz and Halsey have that quality and are willing to listen and not simply default to conventional wisdom.

When the aircraft carrier Yorktown is badly damaged at the Battle of the Coral Sea, Nimitz is told that it will take at least two weeks to make it seaworthy again in drydock at Pearl. Nimitz replies that they have 72 hours to make it happen … and they do.

Throughout the film, Americans exercise bravery and courage in the face of withering enemy fire. One captured American bravely refuses to divulge any information to his Japanese captors. We also get small glimpses into the lives of Navy wives stationed at Pearl Harbor as they stoically shoulder the burden of the risks their husbands are taking. Both Dick Best’s wife, Ann, and Edwin Layton’s wife, Dagne, do everything they can to encourage and support their husbands.

Spiritual Content

A sailor who says he doesn’t believe in God complains about having to set up chairs on the deck of the U.S.S. Arizona for a chapel service.

We hear two earnest exclamations of “Thank God!” and another of “God bless them.” One pilot is said to be the godfather of another’s daughter. The Japanese Emperor is referred to as a “heavenly sovereign.”

Reflecting on the uncertainty of life and death, one sailor tells another, “You never know what’s going to get you, so why worry about it.”

Sexual Content

We see Ann Best and Dagne Layton in nightgowns. Dick and Ann cuddle in bed together, but things never proceed further than that onscreen. Married couples are shown kissing a couple of times.

We hear a sarcastic reference to a pilot who has a reputation for “chasing tail.”

Violent Content

Midway is a war movie. As such, we see many intense images involving naval combat and the casualties it claims.

Vulnerable sailors are shot by Japanese fighters at Pearl Harbor. Explosions and fire rend ships and kill many men. (We see several completely charred corpses in a Naval infirmary.) Multiple men experience terrible burns. Some pilots are shot and killed in their planes. Scores more are shot out of the sky, their planes incinerated by artillery or strafed by bullets. Wounded planes that don’t explode outright often plunge into the ocean more or less intact. (One crew manages to escape in a life raft.) After the attack on Pearl Harbor, an orderly says that they have been carrying in body parts in pillowcases.

Multiple ships get bombed, torpedoed and filled with bullet holes, exploding spectacularly. One Japanese admiral chooses to go down with his mortally wounded carrier, and a junior officer insists on going with him.

Japanese pilots also shoot and bomb villages in occupied mainland China. In retribution for Jimmy Doolittle’s raid, we’re told that the Japanese killed some 250,000 Chinese in the region where Doolittle and his men bailed out. We see piles of rotting Chinese corpses in a village hut.

The Japanese also execute a captured American pilot brutally by pushing him into the ocean, then dropping an anchor in after him that’s tied to his leg, dragging him to a watery grave.

One pilot’s oxygen container is contaminated with a chemical that destroys his lungs and causes him to cough up blood.

Crude or Profane Language

One f-word, five s-words. God’s name is paired with “d--n” half a dozen times. Jesus’ name is misused twice. We hear about 15 uses of “h---” and 10 or so of “d--n.” Sailors angrily spit the vulgarity “b--tard” five or six times. We hear one to three uses each of “a--,” “a--hole” and “son of a b--ch.” An American calls a Japanese a "little bugger."

Drug and Alcohol Content

Sailors smoke continually throughout the film. Several scenes involve sailors and wives drinking alcoholic beverages at Pearl Harbor’s officers club, on beaches and in other social settings. One sailor drinks from a flask.

At a memorial service for a fallen comrade, U.S. sailors fondly recall beer-drinking exploits in Canada during Prohibition. (Sailors raise shots in his memory.)

An admiral is shown taking prescription medication.

Other Negative Elements

For reasons that are never clearly spelled out, one U.S. fighter pilot tells the wife of another how reckless her husband is in battle. It’s unclear whether he’s interested in the man’s wife, but for some reason he wants to undermine their relationship.

American film director John Ford arrives at Midway to shoot fake battle scenes immediately before the real battle commences. He’s urged to take cover, but he instructs his cameramen to capture the battle from a very exposed promontory.


“This is our job. And we’re the guys who have to hold the fort until the cavalry arrives.”

That’s the pep talk Dick Best gives a petrified pilot before the final battle commences at Midway. And it’s also a terrific summary of the no-nonsense bravery exhibited by the sailors and pilots whose stories are woven together heroically here. These men had a job to do. And they did it, bravely, willingly. It was a job that cost 307 of them their lives.

But their sacrifice, movingly depicted by director Roland Emmerich (Independence Day), turned the tide in the Pacific. It was the beginning of the end for the Japanese Navy. It represented the awakened giant of Yamamoto’s nightmares.

Midway is a deeply inspiring movie. It’s also a war movie, though, with all of the content that comes with it. Many men die. And we’re reminded of where the phrase “swears like a sailor” came from, because there’s plenty of language here, too.

Some viewers may not want to endure the verbal assault that goes along with the visual one here. But those who do choose to sit through this dramatization of the greatest naval battle in U.S. history will be profoundly reminded of the cost to secure the liberties that Americans—and many other people around the world—cherish.

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Plot Summary

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Readability Age Range



Ed Skrein as Dick Best; Mandy Moore as Ann Best; Patrick Wilson as Edwin Layton; Rachael Perrell Fosket as Dagne Layton; Woody Harrelson as Chester W. Nimitz; Luke Evans as Wade McClusky; Luke Kleintank as Clarence Dickinson; Dennis Quaid as William “Bull” Halsey; Aaron Eckhart as Jimmy Doolittle; Keean Johnson as James Murray; Nick Jonas as Bruno Gaido; Etsushi Toyokawa as Isoroku Yamamoto; Tadanobu Asano as Tamon Yamaguchi; Darren Criss as Eugene Lindsey; Jun Kunimura as Chuichi Nagumo


Roland Emmerich ( )





Record Label



In Theaters

November 8, 2019

On Video

Year Published



Adam R. Holz

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We hope this review was both interesting and useful. Please share it with family and friends who would benefit from it as well.

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