By John J. Domagalski
As the ruins of the Navy’s Pacific Fleet were still burning at Pearl Harbor, Japanese planes appeared over the island of Guam some 4,000 miles to the west where, across the International Date Line, it was already December 8, 1941. The United States and Japan were now at war and the weakly-defended U.S. territory was nearly surrounded by Japanese holdings, including the island of Saipan, with no friendly military bases for thousands of miles.
Aside from the attack on Pearl Harbor, the start of hostilities came as no surprise to those on Guam. Relations between the two nations had been strained for decades. Things had worsened considerably over the past year due to Japanese expansionism, American embargos on critical raw materials, and failing diplomacy. Most on the island, U.S. military and Guamanians alike, knew they were now on the front lines. Many expected an immediate Japanese attack, and almost everyone knew Guam did not have the resources to repel an assault.
About 225 square miles, Guam has a land area about the size of Chicago. The island is 32 miles from north to south. At the north and south ends, it’s about 10 miles across. The central part of the island narrows to an isthmus four miles wide. It has a tropical climate, with thick equatorial jungle.
The Orote Peninsula juts out from the western side of the island for several miles making it a prominent geographical feature. The peninsula and a nearby elongated island form Apra Harbor, the main port on Guam. Agaña was the largest city and seat of the American government on the island.
Seized in 1898 during the Spanish-American War, Guam was put under navy control with an American officer as civilian governor and head of a small military garrison.
Though strategically situated, the island was never developed into a military bastion as resources instead went to Pearl Harbor and the Philippines. As World War II began in the Pacific, Navy Capt. George McMillin was the governor, in charge of 153 Marines and about 270 navy personnel. This was augmented by the Guam Insular Guard Force, a local police force or militia made up of Guamanians and numbering about 250. There was no airfield, and the troops possessed no heavy weapons beyond a small number of machine guns.
The military facilities comprised a Marine barracks, a naval hospital, and the small Piti Navy Yard. The “Guam Navy” was a small assortment of old ships. The minesweeper Penguin was the most powerful vessel on station. Naval personnel operated two communications stations—Radio Agaña, the main military and commercial radio post, and a smaller station near the town of Libugon. Navy Commander Donald Giles held the positions of vice governor and executive officer of the naval station.

The plans for an invasion of Guam were in place before Japan’s aircraft carriers set out for Pearl Harbor at the end of November. Reconnaissance flights were made that month, and Imperial warships patrolled nearby at night to avoid detection. Naval planes from Saipan were to bomb Guam once the Pearl Harbor attack was confirmed. The air strikes were in preparation for a full invasion scheduled to begin on December 10.
The morning of December 8 began quietly on Guam. The Penguin was returning to Apra Harbor from her night patrol and tied up to a buoy. The mine-sweeper’s 3-inch gun was the island’s most powerful weapon. Electrician’s Mate 2nd Class Edward Hale had been part of her crew since September. “The motor launch took a few men immediately after breakfast and went to Piti Landing for provisions,” he recalled. The Penguin’s commander, Lt. James Haviland, wasn’t yet aware of the Pearl Harbor attack.
There was activity at the Pan Am station in preparation for the arrival of the Philippine Clipper later in the day. The large passenger flying boat was traveling west across the Pacific from California to the Orient and was leaving Wake Island, about 1,300 miles northeast. The passengers and crew planned an overnight stay on Guam before the clipper continued the next day to Manila.
About 5:45 a.m., the naval radio station received a message from Admiral Thomas Hart in the Philippines—Japan started hostilities. Govern yourselves accordingly.
Receiving the news from a messenger, McMillin called Commander Giles, who quickly notified the naval hospital before dressing and rushing to the Government House. The administration building was located on the Plaza de España in the central part of Agaña.
Giles found McMillin with a small group of officers. “Although we had known that war was imminent, we were stunned, both because the target of the Japanese attack had not been foreseen with any accuracy, and because of the manner in which the attack had occurred,” Giles later wrote. “We were still fighting by gentlemanly standards and did not realize that war was no longer a gentleman’s game.”
An attack on Guam could come at any moment and that all knew they had neither the weapons nor the manpower to fight off the enemy. “Steps were taken immediately to evacuate the civil population from Agaña, and from the vicinity of possible military objectives, in accordance with a plan previously prepared,” McMillin later wrote. “All Japanese nationals were arrested at once and confined in jail.” A blackout order was put in place for the entire island.
Many civilian activities were suspended, including commercial business, school classes, and church services. Urgent messages sent to Wake Island recalled the Pan Am Clipper and cancelled the flight to Guam. Some of the Pan Am employees and civilian construction workers evacuated to Mount Almagosa on the southern part of the island.
The phone lines were cut at 7:30 a.m., most likely by Japanese sympathizers. Switchboard operators fled their posts. Communication was reduced to hand delivered messages.

Military units jumped into action across Guam on McMillin’s orders. Some of the Marines were at scattered stations around the island and worked with local civilian administrators. “Because they lived in these villages, they knew the residents and were familiar with the local terrain,” Giles said. “These Marines were our eyes and ears, serving as lookouts both prior to and during the forthcoming attack.”
Most of the troops were at the Marine barracks near the town of Sumay. Apra Harbor was a likely landing area for the Japanese. The Insular Guard Force assembled at its barracks in Agaña. Leaders distributed weapons and dispatched groups to set up defensive positions in the Plaza de España around the Government House and other key buildings.
After attempted contact by radio, a small boat from the Piti Navy Yard pulled alongside Penguin in the harbor, delivering the news of war in a confidential envelope. Haviland immediately ordered general quarters and the small vessel began moving toward the harbor entrance after crewmen worked to untie her moorings.
At 8:27 a.m., nine Mitsubishi F1M2 “Pete” floatplanes appeared flying at 1,500 feet. The old biplanes were primarily used for reconnaissance and observation roles rather than attack missions. The lack of defenses on Guam made the slow planes ideal for the operation. Each aircraft was armed with three machine guns and two 60-kilogram (about 130 pounds) bombs.
Lieutenant Junior Grade Leona Jackson was a member of the small group of navy nurses stationed at the hospital. She heard the news of the Pearl Harbor attack when the head nurse knocked on the door of her quarters. “They’ll probably be here next,” her supervisor said. It was not long before Jackson heard approaching planes. She was familiar with the distinctive sound of propellers. “When they came over I wondered for an instant, I think, if it was the Clipper returning but there hadn’t been any Clipper in the day before and as the sound came nearer, I realized that it couldn’t be a Clipper, it didn’t sound like a PBY which had come sometimes to the island on their way to the Far East,” Jackson later recalled. She knew the planes were Japanese.
Sailors aboard Penguin heard the recognizable sound of approaching planes and Hale looked up to see three planes with red circles on the wings heading right toward them.
Gunners opened fire with the 3-inch cannon and machine guns. Haviland ordered the old ship to make for open sea. The gunfire drove the planes higher, likely reducing the accuracy of the first bombing run. One Pete swooped lower to spray the ship with machine-gun fire. Ensign Robert White was killed while manning a gun. Haviland and other sailors were also wounded.
Several bombs exploded in the water alongside the ship during the final pass and the explosions ripped open the hull. Filling with water and listing, the old ship was done by 9:30 a.m. They were a mile and a half from shore when Haviland gave the order to scuttle and the crew abandoned ship.
White’s body and the wounded were placed aboard a raft. Many sailors swam for shore. Marines later helped load the wounded into trucks and cars for transport to the hospital.

Nurse Jackson completed her afternoon shift while the air attacks continued across the island. “In about an hour, I should say, the casualties had come in,” she remembered.
The Japanese bombed and strafed across Guam at will until about 5 p.m. The targets included the Piti Navy Yard, Marine barracks, radio stations, and the Pan Am facility.
A dugout landed at dusk near the northern end of the island. The men fled into the jungle, but were later captured and questioned at the Government House.
They were Saipan islanders sent by the Japanese to act as interpreters for the invasion. They said the Japanese would land in the morning just east of Agaña. “I was inclined not to accept the story at the time since I thought it might be a trick to have the Marines moved from Sumay to the beach during the night, in order that they might make a landing in the Apra Harbor area unopposed,” McMillin later wrote. The location, but not the time, were correct.
No landing took place on the morning of December 9. Japanese planes returned to continue the devastation. Many of the key facilities on the island were destroyed during the second day. The fuel dump and buildings at the Piti Navy Yard were either leveled or heavily damaged. The radio station near Libugon was abandoned. Radio Agaña did not sustain any direct bomb hits, but a series of near-miss explosions knocked the station out of commission. The Marine facilities at Sumay were destroyed, as was the Pan Am station.
The remaining vessels of the “Guam Navy” were damaged or destroyed, except for the freighter Gold Star, which had remained in the Philippines since the start of the war.
A series of short radio messages told the outside world of Guam’s plight. “Guam attacked,” read the first to Hawaii and the Philippines on December 8. The second read, “Guam being attacked by air by two Japanese squadrons. Casualties four Chamorros on Pan American dock while securing radio station. Hotel destroyed. Gas tanks aflame. Office and machine shops machine-gunned.” The Pan Am station only sent a quick “signing off” message.
In an ominous sign of what was to come, a small group of ships—presumed to be a Japanese invasion force—were sighted on the horizon late in the day on December 9. Radio Agaña later transmitted: “One large ship believed to be a transport, two destroyers off Guam. Pending landing expected soon at several points.” McMillin ordered all codes and confidential materials to be destroyed. A final message from Radio Agaña simply reported, “All codes destroyed.”
The Japanese Guam invasion force—four destroyers, a minelayer, and nine transports— departed from Hahajima in the Bonin Islands south of Japan on December 4. Along with equipment and supplies, the transports carried almost 5,000 army soldiers under the command of Maj.-Gen. Tomitara Hori. The troops assembled in Korea before traveling to Hahajima.

The heavy cruisers Kako, Furutaka, Aoba, and Kinugasa would provide a bombardment, if needed. A Special Naval Landing Force (Japanese marines) of 370 joined the convoy en route from Saipan. The ships stayed east of the Marianas to avoid detection by the Americans.
It was a substantial force for the lightly defended island. The Japanese estimate of about 300 Americans and 1,500 native soldiers was reasonably accurate. However, there was concern of possible American coastal defense guns and artillery batteries positioned on the island.
The Japanese invasion convoy arrived near the island of Rota just north of Guam on December 8, receiving orders to begin the assault on December 10. The force divided into smaller groups to land in multiple locations around the island.
The soldiers of the Special Naval Landing Force were to be the first ashore. Three transports moved into position north of Agaña in the early hours of December 10. The assault troops climbed into six small boats, moving slowly toward Dungcas Beach, on the coast near Agaña.
An Insular Guard Force patrol at the beach saw something—soon identified as a landing craft—approaching about 3 a.m. Seaman 2nd Class Juan Perez fired his rifle toward the first boat before the men ran to the capital to alert Americans that the Japanese had arrived.
McMillin had news of the invasion in less than an hour. He knew he couldn’t stop the enemy and ordered any documents and materials useful to the Japanese to be destroyed.
The main battle for Guam took place in the Plaza de España in Agaña in the central part of the capital and home to a variety of military and civilian buildings, many featuring ornate Spanish architecture from the days of colonial rule. Nearby was the Government House, naval hospital, governor’s mansion, jail, a Catholic church, and a public school.
A small group of American sailors and Marines joined the Insular Guard Force to set up defensive positions. The men overturned concrete benches, dug ditches, and stacked sandbags for cover. Their main firepower of three .30-caliber machine guns was augmented with rifles and pistols. The machine guns were set up in foxholes behind sandbags.
The Japanese Special Naval Landing Force troops met no resistance when they came ashore. The invaders initially assembled on the beach before moving inland to a two-lane road pointing southwest toward Agaña. The troops showed little mercy to anyone encountered on their trek to the capitol. A six-man Insular Guard Force patrol was shot and bayoneted close to the beach after encountering a group of Japanese soldiers. Several groups of civilians fleeing Agaña were mercilessly attacked. Gunfire killed some and wounded others. Two unlucky American sailors encountered the Japanese while walking to see their girlfriends. Their lives were spared—the pair became the first prisoners taken on the island.

The Japanese invasion forces came ashore at two additional locations following the initial landing at Dungcas Beach. A battalion of army soldiers landed northeast of Dungcas Beach at Tumon Bay. A second group planned to come ashore on the southwestern coast before advancing north to capture the Orote Peninsula and Apra Harbor. The landing was temporarily delayed and moved north to a different location after the Japanese determined the area lacked a suitable road for the move north. The delay would keep the southern group out of the short battle for control of the island.
The first group of Japanese soldiers advanced before dawn toward the Plaza de España with bayonets fixed to their rifles from the north and northwest. Commander Giles grabbed a Colt .45-caliber pistol before crouching behind a small stone wall with some others. “The suspense was terrible until the enemy appeared along three streets, crouching in attack formation,” he later wrote. “Upon sighting these troops at the plaza, I ordered our forces to commence firing.” The calm morning exploded with the sound of machine guns and rifle fire. One of the American machine guns briefly stopped a group of Japanese soldiers who were moving toward the plaza near the church.
A naval officer in the administration group was near the officer’s club on a bluff above Agaña when the fighting started. Lieutenant Graham Bright decided to join the battle and jumped into his car for the short trek to the plaza. The unlucky officer drove directly into a cluster of Japanese soldiers who riddled his vehicle with bullets before dragging Bright from the car and bayoneting him to death.
The Americans and Guamanians put up a stiff resistance at the plaza, but were hopelessly outgunned. A barrage of heavy rifle fire from Japanese soldiers took out their machine guns and the enemy poured into the plaza. The defenders retreated to the west side.
The Japanese moved machine guns and a small pack howitzer into position. Bullets sprayed across the plaza, as the Allied defense was crumbling. The news of more Japanese landings came 20 minutes later.
McMillin remained in his command post inside the Government House during the battle for the plaza. “The situation was simply hopeless, the resistance had been carried out to the limit,” he later wrote. He was not surprised when Giles brought him news of the landings. McMillin conferred with other officers before making the decision to surrender.
Giles was in the plaza when he was notified of the decision at about 5:45 a.m. He cautiously moved toward his Chevrolet parked nearby. “Carefully opening the door so as to not be targeted by the Japanese, I sounded three blasts on the horn, a signal recognized by anyone in the military as meaning secure,” he wrote. “This was not a prearranged signal to cease fire, but it seemed to be understood by both sides,” McMillin later explained.
An eerie silence came across the plaza. It was soon broken by a Japanese voice speaking poor English: “Send over your captain.” Giles carefully turned the head of his naval academy ring inward. He and Chief Boatswain’s Mate Robert Lane began walking toward the enemy line.
The Americans were marched under guard to the landing site where they met with Hayashi, who spoke no English. With no interpreter, they used sign language and Giles understood they wanted to see the top American official on the island. Back in the plaza, the remaining defenders laid down their guns and put their hands in the air to be among the first prisoners of the Pacific War.

Giles and Lane found McMillin already at Agaña. “I was captured in the reception room of my quarters about 20 minutes after the cease firing signal,” he wrote. “The leader of the squad of Japanese who entered my quarters required me to remove my jacket and trousers before marching me into the plaza, where officers and men were being assembled, covered by machine guns.”
The communication barrier between the two sides persisted. A Japanese officer learned there were Japanese citizens in a nearby jail. He ordered their immediate release, and one was pressed into service as an interpreter. A letter of surrender was drafted after some wrangling. An American yeoman typed a short letter with three sections as dictated by the Japanese. Captain McMillin signed the document to formally surrender the island.
The battle for Guam was over. The short duration kept the number of casualties down. Seventeen military defenders were thought to have perished—13 Americans and four Insular Guard members—along with about 30 civilians killed and 35 wounded. The Japanese lost one soldier killed and six wounded.
News of the capitulation slowly spread across Guam, the first American territory taken by the Japanese. The rising sun flag was hoisted in Agaña to make the surrender official. General Hori issued a proclamation. “We proclaim herewith that our Japanese Army has occupied this island of Guam by order of the great Emperor of Japan. It is for the purpose of restoring liberty and rescuing the whole Asiatic people and creating the permanent peace in Asia. Thus our intention is to establish the New Order of the World.” The general warned of execution for acts of defiance and spying.
Jackson was at the hospital with the medical staff during the fighting in the plaza and remembered hearing the gunfire stop around dawn. “I think the most bitter moment in my life came at sunrise when standing in the library door I saw the rising sun on the flag pole where the day before the Stars and Stripes had proudly flown,” she later recalled.
Most of the prisoners were herded into the plaza shortly after the surrender and were forced to strip to their underwear. The Americans were later sent to prison camps in Japan where they endured years of brutal treatment until the end of the war. Jackson also went to Japan and was considered a civilian internee. She was repatriated in 1942 during an exchange of civilians and diplomats.
Not all of the American servicemen heeded the order to surrender. Navy Radioman 1st Class George Tweed was one of six sailors who escaped. He spent the next two and a half years on the run—using the help of Guamanian, his survival skills, and some good luck—to stay one step ahead of the Japanese. He was the only sailor of the group to survive.
The Guamanians suffered greatly under Japanese occupation. American forces eventually fought their way across the Pacific to the island in July 1944, liberating it after the brutal and bloody battle.
John Domagalski is the author of numerous books and magazine articles, including Forgotten Island: The World War II Story of One Sailor’s Survival on Japanese-Occupied Guam (Post Hill Press 2024).
My wife Annie, the daughter of a Chamorro mother and Marine father was three when the Japanese came ashore. She, her mother and six older sibling lived in Sumay along Apra harbor and the Pan Am station. Her Marine father had shipped out from Guam several months before the attack. It would be after the War before he could rejoin the family. Her family fled from Sumay and into the jungle and later mountain caves. The Japaese made Sumay and the Orote Peninsula into a major naval base. Annie’s family was captured several months later and force marched to a camp in N. Central Guam. That base and what was left of Sumay was totally destroyed by US Forces in July, 1944. The area is now a huge US Naval Base. The survivers of Sumay were relocated to Santa Rita, a small village up on the side of a mountain over looking Apra harbor. Annie and her family came to Conus in 1950 when her father was assigned to NAS Corpus Christi, TX. I met Annie as a aviation cadet in1964. We were married in 1965 and will celebrate our 60th anniversary this May. LtCol. Pete Speth, USAFR RET.
Japanese atrocities like the ones on Guam fully justify Hiroshima and Nagasaki.