Excerpted from Still's biography of MGen. Joel Paris, Three-one-five, Buster! Interviewed for this account were Rex Barber, Besby Holmes, Paul Bechtel, Doug Canning, Lou Kittel, and Homer Baker.

The Japanese had been completely cleared from Guadalcanal and had suffered severe losses in the Battle of the Bismark Sea. Admiral Yamamoto moved from his rearward post on Truk Island to Rabaul on the large island of New Britain. Here he planned to personally direct the offensive against the Allies in the Solomons and New Guinea. Stretching nearly 300 miles from west to northeast, New Britain lay just 50 miles from the northern shores of New Guinea's hotly contested eastern tip.

On April 13th, a message was sent from Yamamoto's headquarters to the Japanese garrisons at Bougainville. The Admiral would do a troop inspection there and on the island of Ballale on the 18th. U.S. eavesdroppers intercepted the coded radio message and relayed it to the code-breakers at Pearl Harbor.

The message was complete in virtually every detail. It listed the exact times and places of arrivals and departures for Yamamoto's transport, a Mitsubishi G4M "Betty" bomber. Additionally it described the transport's escort: six A6M Zero fighters, known to the Americans as "Zekes".

On the 14th, Admiral Halsey contacted Admiral Mitscher at Guadalcanal. Mitscher was informed of Yamamoto's visit and was asked if he could put together an ambush. He quickly replied that Army Air Force P-38s in the area could do the job. The next day, Mitscher got approval to begin preparations for the mission.

The mission could turn out to be one of the most critical missions of the war. It was decided that every airworthy P-38 on Guadalcanal would take part. The 13th Air Force had two squadrons containing P-38 Lightnings. The 12th Squadron was commanded by Major Paul Bechtel. They performed the maintenance on all the P-38s and P-39s based on Guadalcanal. From the 12th, a contingent of eight pilots would be lead by Major Lou Kittel. "One of best fighter pilots I ever knew," Bechtel would later recall. The mission, itself, would be lead by the commander of the 339th Squadron, Major John Mitchell. Together, they could get eighteen Lightnings into the air.

Mitchell designed the mission around four flights of P-38s. The two remaining P-38s would fly as backups and replace any position needed. Only one flight would actually make the attack on Yamamoto's Betty. This "Killer" flight would be lead by Capt. Thomas Lanphier with Lieutenant Rex Barber on his wing. The second element would be flown by Lieutenants Jim McLanahan and Joe Moore. More than seventy-five Jap Zeros were based near the intercept point. Thus, the remaining twelve Lightnings would provide top cover for the attacking Killer flight.

Mitchell planned a four leg, 436-mile route to intercept – hopefully - the Betty just 15 minutes from its planned touchdown at Ballale. Everyone knew that if the ambush was to work, there would have to be a lot of luck involved along with their ability to stay exactly on the flight plan. Compensating for crosswinds and flying at 200 mph, the P-38s would have to arrive at the exact rendezvous point at the same time that Yamamoto's flight appeared. It was a long shot.

Early Sunday morning, the 18th, the eighteen P-38s cranked their engines at Fighter Two Field, just a few miles northwest of Henderson Field. The sound of 36 Allisons was deafening. The planes took off in twos and orbited the field until seventeen were airborne. Jim McLanahan had blown a tire on the steel planked runway and had to abort his takeoff. One of the replacements slipped into his spot as element leader. By a quirk of fate, McLanahan's wingman was having fuel problems and had to vacate his position. Half of the Killer flight had already been replaced and they weren't even away from Guadalcanal yet.

Major Mitchell turned to a heading of 265 and lead the group out on the first 183-mile leg of the journey. The Lightnings descended to an altitude of 50 feet. With Japanese occupation of much of the Solomon Islands, the formation had to fly southwest of the islands to avoid detection by coast watchers. Flying a wingspan above the waves, they hoped to evade Japanese radar as well.

For nearly an hour, the strike team flew with their backs to the sun. Strict radio silence meant that their only communication was with visual signals. Leading the second flight, Lt. Doug Canning noted how calm the sea appeared. Through the clear water he glimpsed schools of sharks and passed the time by counting the deadly fish.

Well off the coast of New Georgia, Mitchell turned his team to a heading of 290 degrees. This would be the first of three course changes which would gradually turn the group northward.

The early morning south Pacific sky had a thin veil of haze. At the low altitude they flew, visibility was down to about five miles. Everything must be so precise. As the minutes ticked by, the team saw nothing but ocean below, a hazy horizon all around, and clear blue above. The major could feel anxiety building in his stomach.

On a blind flight like this over an extended course, could they hold their headings and airspeeds as precisely as was needed? Get off the heading by one degree for a few minutes, then again by one degree a few minutes later and suddenly, you weren't anywhere near where you ought to be. Meteorologists had predicted a 5-knot crosswind out of the northwest. But that was only a prediction. What if it really turned out to be from the northeast? Instead of Bougainville rising up from the horizon, they could still be over the ocean somewhere west of the island. And even if they flew their journey with extreme precision and accurate weather forecasting, there was always the chance that Yamamoto's plane might not be where they expected. Quite simply, the odds were against them. Considerably.

At a point that Mitchell hoped was just past the tiny island of Rendova, he turned his group to a heading of 305 degrees. They would fly this heading for only 38 minutes before making their final course change to the intercept point. Every man in the air could feel the anticipation. Nearly scraping the flat waves, the sixteen flew on toward the gray-veiled horizon.

Mitchell's wristwatch ticked off 37 minutes and 53 seconds... 55 seconds. He swung the nose of his P-38 to a heading of 020. Northeast. The morning sun shone in off his right front quadrant. The gray haze lightened as the Lightnings flew their last 5-minute leg. Mitchell checked his watch again.

As the seconds ticked away, the major became more and more concerned. Should they be seeing the island yet? It couldn't be more than a few miles in front of them could it? So far, everything relied on his flight plan and his ability to lead the mission on that flight plan accurately. He hoped to God everything was right. He motioned to his wingman and element leader to tighten up the formation. The remaining twelve Lightnings followed suit. The pulsing of the engines seemed to be counting off the seconds.

"Bogeys ten o'clock high," announced Lt. Canning with some urgency in his voice. The first words spoken over the radio since the group had left Guadalcanal.

Mitchell immediately looked high off his left front corner. It took him a moment to find them. There they were! But there were two Bettys, not just the one they expected. He could make out six other planes that appeared to be trailing the bombers, three off each side. He knew those would be the Zekes flying cover.

The major swung his airplane around to a heading that would run parallel with the Japanese planes and went to full power. The formation of P-38s pitched up into a best angle climb as Mitchell radioed out, "Skin 'em off." Within seconds the air was littered with free falling drop tanks. In two minutes, the deadly team of Lightnings was climbing through 4,000 feet. Seconds later Mitchell called out to Capt. Tom Lanphier, "OK, Tom, he's your meat!"

"Roger," replied the leader of the killer team.

Mitchell and his remaining eleven fighters continued their climb to get in position for top cover. Lanphier's killer flight approached the two Bettys from low off their right. The needle in the haystack had been found right where they expected. Only now there were two needles. Lanphier and his wingman, Lt. Rex Barber, bore on toward the lead bomber. Both pilots flipped their weapon selector switches to "Both". When triggers were pulled, a hellish mixture of 20mm cannon and .50 caliber machine gun fire would flash out.

Barber looked up to see the three Zekes on the right drop their fuel tanks and pitch down for a dive on the Americans. The nimble A6M fighters quickly picked up speed as they swooped down after Barber and Lanphier.

Lanphier pulled the nose of his 38 up sharply and kicked in the left rudder. The airplane cranked over into a climbing turn to meet the Jap fighters. With a slight bank, Barber turned his own Lightning onto the lead bomber's tail. His excess speed, however, carried him on past the bomber. Barber leaned forward to look down past the nose of his plane. There in his right quadrant was the Betty. He reduced his power and slipped the nose to the right. The red pipper in his gun sight swept across the Japanese plane. With anticipation he squeezed the trigger. Flame shot from the nose of his P-38 as all of Barber's guns exploded into life.

The descending Betty was so close, there was no real arc to the tracers. Barber saw bullets and cannon rounds flash over the top of the fuselage and plow directly into the left engine. He swung his plane to the right. Pieces of the rudder were torn away as half-inch bullets ripped through it. Barber leveled his fighter and continued to pump all his guns into the Betty's right engine. As smoke began to belch from the wing he ruddered the P-38 to the left, walking the torrent into the fuselage. The stream of hot ordnance poured directly into the center of the airplane. Inside the cabin, Admiral Isoroku Yamamoto's head erupted in an explosion of blood, dermis, and bone shards as a .50 caliber round passed through, left to right.

The mortally wounded Betty rolled to the left. Barber was so close now that he could see the bomber's right wing rolling up into his face. The lieutenant jammed the throttles in and banked his aircraft into a hard right turn, narrowly missing a collision with his target.

As Barber powered out he turned back to see the smoking Betty gliding in an angle that would shortly put it into the treetops. He focused his eyes back closer and saw a Zeke on his left side. Suddenly one Zeke turned into three and, slamming the throttles into war emergency power, Barber became the hunted.

He yanked his Lightning left and right as the three Zeros trained 7mm machine gun fire on him. Pop! Clang! CLANG! as the streams of bullets swept over him. He pitched the nose down slightly and began to speed away from the Japanese fighters. The pops and clangs became further apart as he separated himself from the hunters. One last look back revealed a column of thick, black smoke where Yamamoto's plane had gone in.

Lt. Barber turned his plane southeast along the coast of Bougainville. Low and ahead he saw the second Betty being pursued by two P-38s. They would be the killer flight's element, flown by replacement pilots Hine and Holmes. As Barber watched, Lt. Besby Holmes opened fire. The P-38 trailed cordite smoke behind it from the machine guns and cannon. Immediately, geysers of water exploded behind the Betty as Holmes corrected his aim forward. He swept his guns over the Betty's right wing, plugging a concentrated stream of rounds into the engine. As he and Lt. Hine screamed in past the bomber, Barber nosed in for an attack of his own.

Barber's Lightning slid in within 50 yards of the second Betty. Aiming at the plane's right engine, he once again let loose with a flood of gunfire. Suddenly the Bomber exploded in a black-shrouded fireball. The lieutenant could only watch as he flew headlong into the shower of metal pieces. A large chunk hit his right wing damaging the intercooler. Another anonymous piece smashed violently into the P-38’s main fuselage, just under the cockpit. For two seconds, the noise was terrific as his plane was pelted in the metal hailstorm. Then, suddenly, all was quiet again except for the racing of his two Allison engines.

Looking ahead, the fighter pilot saw Lieutenants Holmes and Hine engage several Zeros. Barber watched as Holmes trained his guns on one of the Zekes. As parts of the Japanese fighter began to shed, it rolled over into an inverted dive. Seconds later it would crash into the sea leaving nothing behind but a shiny slick of oil and avgas.

Barber came instantly to attention as he watched one of the Zeros make a tight banked turn. Quickly, he and the enemy were aimed head to head with the Japanese fighter slightly lower. Barber rolled his P-38 inverted, probably to split-S onto the Zeke's tail. But as the two approached, the Zero was directly in the line of the P-38's weapons. The lieutenant opened fire again, and the Zero arced downward toward the ocean, the apparent victim of his guns.

Now, lucky and low on fuel, Lt. Barber turned his Lightning southeast. Flying down "The Slot", he was back on Guadalcanal in an hour and a half.

Once on the ground, he and his crew chief looked over the airplane in disbelief. The left propeller had four bullet holes in it. The right had three. Had a blade been shot off, the prop would have wrung itself off the engine in an out-of-balance tantrum. The rest of the plane was covered with bullet holes. One hundred and four in total. That the mission had been a complete success was a marvel. That Lt. Rex Barber had shot down the lead bomber, assisted in the destruction of another, possibly killed a Zero, and lived to tell about it was truly a miracle.

Unknown to the combatants that morning, a photoreconnaissance variant of the P-38, the F5A, had flown over the southern end of Bougainville at 25,000 feet. In complete secrecy, this plane's mission was to photograph the encounter. And it remained a secret for the next fifty years. The plane, piloted by Lt. Homer Baker, arrived in the area a few minutes early and began taking photographs. As luck would have it, the only images of interest showed a tiny formation of black dots at the extreme margin of the picture. These dots are believed to be the Japanese formation on approach from Rabaul. Information discovered after the war indicated Buin, an airfield about 15 miles northwest of Ballale, as the Admiral's intended touchdown spot. Fortunately for Mitchell's fighters, this did not appreciably alter the Betty's predicted flight plan.