As the bombers streak in over Hong Kong, air raid sirens howl and AA guns open up. One Japanese flak gun fires at a low-flying American plane over the Kowloon hills - live Japanese shells fall into the Sham Shui Po POW camp (today the site of the Hong Kong Museum and Hong Kong Mosque on Jordan Road).

The POWs have no air-raid shelters, and some oil drums containing 80 octane avgas are stored near Sham Shui Po camp. Even so, the PoWs are jubilant and none are hurt.

When day breaks, the Japanese order the POWs to sign letters of protest to Chennault. The senior officer, Col. S.G.N. White, commander of the 2nd Royal Scots, refuses. He shows the Japanese the shrapnel and shell cases with their own markings, and the Japanese shut up.

USS Washington continues toward Rennell Island. Shortly after noon, it spots two Japanese Mavis snooper planes, and the battleship goes to GQ and 24 knots. At 12:52, her 5-inch guns open up, frightening off the Japanese.

At dusk, the battleship reaches Rennell Island and GQ is sounded again. Chet Cox can't get to his post in Radio 1, so he goes to Radio 3, the dynamo room. A fat Radioman 3rd, on duty in Radio 3, is so overcome with fear that he cannot slip through the emergency hatches. His hair has turned white. The fat radioman is posted to another duty station on the ship

All night, Washington stands at GQ, but the Japanese do not appear. At midnight, the ship heads east, into the slot, to protect Guadalcanal.

On Guadalcanal, the Japanese two-pronged attack on Henderson Field continues. The right flank flounders on through jungle, but Col. Hiroshi Matsumoto, the operations officer of the 2nd Division, suffering from malaria, signals 17th Army, "2300 Banzai - a little before 2300 the Right Wing captured the airfield." 17th Army is jubilant, but the right wing is actually nowhere near Henderson Field.

General Nasu's left wing, however, does struggle into battle, hitting the American defenses east of Edson's Ridge at 12:30 a.m. The Marines are led by the legendary Col. "Chesty" Puller, who has already earned a slew of medals and wounds in Haiti and Nicaragua.

The Japanese advance and come under machine gun fire. Japanese engineers break out cutters and snip passages in barbed wire. Japanese troops of Capt, Jiro Katsumata's 11th Company (3rd Battalion, 29th Infantry) crawl through foot-tall grass. But the Japanese are extremely exhausted from the endless marching, heavy rain, and lack of sleep. Katsumata's men stand up and walk towards the enemy, and shout battle cries. The noise draws down American machine guns and mortars, which destroy Katsumata's company by 1 a.m.

A few minutes later, at 1:15, the 9th Company attacks with banzai yells and ferocity into Puller's Company C. Sgt. John Basilone of Newark, N.J., opens up with his machine gun and begins a night of valor that earns him the Medal of Honor. By 1:25, the 9th Company is torn to pieces by American artillery.

Nonetheless, Puller realizes a major attack is underway. He sends in three platoons of Lt. Col. Robert Hall's 3rd Battalion, 164th Infantry into the line, and asks for the rest of the regiment. The National Guardsmen face their first battle - a night march along a muddy jungle trail under a huge downpour. At 3:45, Hall's men arrive at the front, and are distributed piecemeal into the Marines by squad and platoon.

As the battle continues, Gen. Kawaguchi, in overall command, walks through the jungle to Maruyama's headquarters. He hears the rumble of American gunfire, which combines with the rain to exhaust and depress the general. He slumps against a tree in the rain, filled with despair and self-pity. Seeing his career over, he curls up in some tree roots, and falls asleep in the rain, wondering if the rain will wash him away.

Meanwhile the rest of the 29th Infantry struggles through the muck. Col. Furumiya reaches the front line just before dawn, and orders two companies to charge. The Japanese mass, and move forward, bayonets fixed, against American machine guns. Furumiya himself leads the 7th "Color Escort" Company against the heaviest defenses on the right flank. American firepower cuts most of the Japanese down, but banzai spirit enables 100 Japanese to reach American lines, where they are stopped. Marines and Guardsmen counterattack and seize three Japanese machine guns from a pile of 37 Japanese bodies.

Nasu's attack has failed. He reports to division. Maruyama tells Nasu, "Soka. (That's it.)" Maruyama also tells Nasu all divisional reserves will be sent up for one more attack the following night.

"Let me attack tonight," says Nasu, racked by fever. Maruyama accedes, figuring his subordinate, being on the scene, knows best. Nasu then asks his surgeon for a shot to control his temperature - 104 degrees - and prays he'll be alive that evening to lead the assault.

As dawn breaks, the rain stops, and the Americans battle small groups of Japanese infiltrators, killing 67. At least 300 Japanese lie dead on the perimeter, and more beyond the American lines, victims of American mortars and artillery.

But the Japanese believe they hold Henderson Field. At 8 a.m., a "Dinah" reconnaissance plane wings over the airstrip, which is still under Japanese artillery fire. American 40mm AA guns down the snooper.

At sea, the Japanese wobble with indecision. Conflicting messages from Guadalcanal first say the Japanese have taken Henderson Field, then not, then have, then not again. At 6:23 a.m., Yamamoto decides the army is overoptimistic as usual, and orders Vice Adm. Nobotuke Kondo, on the scene, to mark time. Nagumo's carriers and Kondo's cruisers wait. But lost in the shuffle are five separate task groups approaching Guadalcanal, to reinforce the island and shell the Americans. They continue on their course.

When Henderson Field dries, Marine SBDs rumble off the battered, soaking, runway, on reconnaissance. They spot the 1st Assault Unit of three destroyers (Akatsuki, Ikazuchi, and Shiratsuyu) under Cdr. Yusuke Yamada. First Assault Unit is to shell Lunga and Koli Points. The Americans also spot the 2nd Assault Unit, under Rear Adm. Tamotsu Takama, consisting of light cruiser Yura, a Midway veteran. Their job is to block American reinforcements from the east.

Takama's force has gone through some gyrations, but now is answering reports of an American "light cruiser" off Lunga Roads. The "light cruiser" is actually one of two American destroyer-minesweepers, Trevor and Zane, ancient four-pipers armed with three-inch guns. Japanese ground forces, not familiar with American destroyer design, have mistaken these vessels for Milwaukee-class light cruisers, which also have four funnels. Yamada heads to attack and catches up with the Americans at 10:14 a.m.

Lt. Cdr. Agnew of Trevor, senior officer, flees the scene at 29 knots, one of his boiler casings burning out. Japanese shells close the range. A 5-inch shell hits Zane and kills three men. Agnew turns his ships hard left into the tricky Nagella Channel, and Yamada turns to Lunga Point. There he finds the tug Seminole and YP-284. Yamada's shells YP-284 and it bursts into flames. Seminole takes a few minutes more, and disappears in a ball of flame. Only one man dies on the tug, and three on YP-284.

Next, the Japanese open fire on the shore, and trade salvos with Marine shore batteries. One hits Akatsuki at 10:53, and four Marine Wildcats strafe the destroyers.

While the destroyers slug it out, Japanese aircraft head for Guadalcanal in waves. Marine F4F Wildcats fly off the battered runways to intercept the Zeros in the heaviest day of air combat yet seen at Guadalcanal.

Lt. J.E. Conger enters a head-on fight with an enemy plane, and winds up ramming it. Conger is forced to bale out. The enemy pilot does not bail out. But when Conger splashes down, he hits the water next to an enemy aviator, Pilot Officer 2nd Class Shiro Ishikawa. A PT boat races out to retrieve the pilots and finds Ishikawa pointing a pistol in Conger's face. Ishikawa pulls the trigger. Nothing happens. Ishikawa points the gun at himself. An American Sailor grabs the pistol and yanks Ishikawa into captivity. Conger himself comes aboard next.

Ishikawa sits out the war in New Zealand. After the war, he returns to Japan and works for 30 years in Chase Manhattan Bank's Tokyo office. In April 1990, he and Conger meet for the first time since their 1942 encounter.

Meanwhile the air battle rages on. 16 Bettys and 12 Zeros attack at 2:30 p.m., two bombers and one fighter do not return. At 3 p.m., 12 Vals and 12 Zeros from Japanese carriers attack. They swoop down on Henderson Field's "graveyard" of wrecked planes and pound the rusting metal. "Right in my bone-yard!" chortles Marine Gen. Geiger. "I couldn't have picked anything I'd rather have them hit."

As the dogfights rage, the light cruiser Yura, which escorted Kondo's invasion force to Midway, sails into Indispensable Strait at 1 p.m. Lt. Cdr. John Eldridge of VS-71 hits the cruiser at 1 p.m. in the after engine room, with a 1,000-lb. bomb. Another pilot near-misses Takama's flagship, destroyer Akizuki, forcing him to withdraw.

The ships limp home, but Yura cannot control her flooding. At 5 p.m., the Japanese try to beach the ship when Eldridge re-appears with four SBDs, four P-39s, and three Wildcats. This motley force peppers the Japanese with ordnance. Bombs re-ignite Yura's fires, puncture destroyer Samidare's starboard side and destroy an Akizuki boiler. The cruiser blazes. Takama removes her crew, and torpedoes scuttle Yura at 9 p.m.

At sea, Nagumo and Kinkaid square off while both sides' search planes hunt the enemy. Catalinas spot Nagumo, while the Japanese spot Washington near Rennell Island. Kinkaid sends 20 planes to attack the enemy, but learns the Japanese have turned north. Kinkaid maintains radio silence, and the strike leader, overzealous, goes beyond his turn-back point. It is after sunset when the aircraft return, landing on a blacked-out carrier under a thin moon. Lt. Frank Miller crashes into the sea 40 miles from Enterprise and dies. Three TBFs and three SBDs ditch while in the landing circle, but the crews are recovered.

Enterprise is a veteran carrier with a veteran crew, but many new hands are aboard. More pointedly, her Air Group 10 is the first wartime air group, and Cdr. John Crommelin's aviators are approaching their first battle. That evening he tells his aviators in the wardroom the straight skinny. They have been thoroughly trained. They know how to drop a bomb and have it hit. And they will hit the target. The survival of Guadalcanal depends on it. There is no room for waste, no excuse for misses. If anyone goes out and misses, that pilot should have stayed home.

On Hornet, things are different. That carrier has a veteran air group, with Wasp's fighter squadron aboard. The only new unit is the torpedo squadron - it's the Enterprise's old group, reformed from the crushing losses at Midway. The Americans have 136 aircraft ready to fly, on the last two operational carriers in the Pacific. The Japanese have 199, on four carriers. And the Japanese aviators are still the veterans who attacked Pearl Harbor and ranged the Pacific, spreading death and destruction.

At 9:18 p.m., Yamamoto signals his ships, "There is a great likelihood that the enemy fleet will appear in the area northeast of the Solomons, and the Combined Fleet will seek to destroy it on the 26th."

That afternoon, Nasu makes one more try, with his own reserve regiment, the 16th, and all that's left of the 29th. The Sendai Division's reserve will attack on the right.

Radio intelligence has warned the Americans that another attack is brewing. Lt. Merillat diaries, "Attempted landing tonight? Looks like this is the night." Waiting for the Japanese are the 1st Battalion, 7th Marines, under Chesty Puller, and the 3rd and 2nd Battalions of the 164th Infantry.

At 8 p.m., Sendai Division's guns open up. There aren't many of them, and ammunition is short. Nasu himself leads the first attack on the 3rd/164th. He hobbles into battle, using his sword as a cane. American machine guns open up and rip open his chest. The Japanese continue to charge, but the Americans continue to hold.

The battle for Guadalcanal has now become a major campaign for both the Americans and the Japanese. In Washington, President Roosevelt sends a memo to the Joint Chiefs, which says, in part, "My anxiety about the Southwest Pacific is to make sure that every possible weapon gets into that area to hold Guadalcanal, and that having it held in this crisis that munitions and planes and crews are on the way to take advantage of our success. We will soon find ourselves engaged on two active fronts and we must have adequate air support in both places even though it means delay in our other commitments, particularly to England. I wish therefore, you would canvass over the week-end every possible temporary diversion of munitions which you will require for our active fronts and let me know what they are."

Roosevelt lacks military training and does not often intervene in military operations. But when he does, the results are invariably successful. Marshall and King get the point. They diagnose the problem as not a lack of air or ground forces, but a worldwide shortage of shipping, which is needed to supply Russia, Egypt, India, and the impending invasion of North Africa.

On the other side, the Germans start digging into winter quarters. Officers of a regiment in the Bavarian 376th Infantry Division invite the division CO, General Edler Von Daniels, to a Munich Oktoberfest shooting contest.

Elsewhere, Russian POWs and Hiwis start digging trenches and bunkers for the coming winter. "It's not an enticing picture out here," writes a German soldier in the 113th Infantry Division. "For far and wide there are no villages, no woodland, neither tree nor shrub, and not a drop of water." Divisions send trucks and working parties to find wooden beams in damaged houses for their bunkers.

The 275th Division digs man-made caves to form stables, stores, and an entire field hospital.

From the lowliest landser to Hitler, all Germans are aware of the incoming winter. Der Fuhrer orders tanks to be protected in concrete bunkers, but the equipment to make them never arrives. 6th Army makes all kinds of plans, even ordering a Finnish training film, "How to Make a Sauna In the Field." 6th Army also issues reversible trousers and jackets for winter, field-gray on one side, white on the other. Most troops have nowhere to wash up, and spend their free time, killing lice, known as "little partisans."

6th Army also sends back its 150,000 draft horses, as well as oxen and camels, back to the rear, to save on fodder. Motor transport and repair units are also sent back behind the Don.

German morale is low, dependent on mail from home. Paulus tries to relieve this with leave rosters, which prioritize soldiers who have been at the front since June 1941.

The 14th Panzer Division's 36th Panzer Regiment attacks a bread factory that is part of the "Red Barricade" factory complex. The Germans run into heavy fire. Sergeant Esser finds himself the ranking man when his company commander and platoon leader are both killed. He leaps to his feet, screams "Forward!" and the platoon follows him through a 60-yard courtyard, under fire. They reach the opposing wall, place an opposing charge, and blast a hole through.

Esser leads his men into the building, and they mow down the defending Russians with their MP38 submachine guns. Esser and his men move on. He and his 12 survivors take the building, hauling in 80 POWs, an anti-tank gun, and 16 heavy machine-guns.

Across the street, the 103rd Rifle Regiment also struggles through ruined buildings and bomb craters, led by Lt. Stempel, detached from regimental headquarters to replace all the dead officers. Stempel leads the 103rd through the ruins, taking enormous casualties. Some two dozen men reach the Volga River, to face counterattacks by determined Soviets.

Stempel calls for reinforcements, and 70 German troops show up. But the Soviets continue to counterattack, determined to keep the Germans from the river's edge.

In the evening, Ike, Clark, and the senior staff listen to BBC news and get the word that the British attack at Alamein is underway.

Just after midnight in Egypt, Gen. Francis de Guingand deals with Freyberg's complaints about 10th Armoured Division by summoning corps commanders Leese and Lumsden to 8th Army Tac HQ at 3:30 a.m.

As gunfire continues to blaze at the Alamein battlefield, the two generals hop in their command cars and drive to Lt. Gen. Bernard Law Montgomery's caravan, finding the peppery Montgomery studying the battle map.

2nd New Zealand Division is unable to advance across Miteiriya Ridge, because of lack of support from Maj. Gen. Alec Gatehouse's British 10th Armoured Division. Monty asks Gatehouse and his corps commander, Lumsden, why 10th Armoured is not advancing.

Lumsden reports that Gatehouse says he does not care about the operation, that if his division advances up the ridge, it will be in an "unpleasant situation," and that his division is untrained and not fit for such operations. He wants to stay where he is.

Montgomery keeps his temper. He insists that his plan will be adhered to. The armor will break over the ridge and shield the infantry. The armor will get out from the minefield area and into the open. If Gatehouse or any other commander is not "for it," Monty will sack him at once. Lumsden heads back to Gatehouse, ordering the latter to advance.

While these generals whine and bicker, one Commonwealth general takes the initiative. Maj. Gen. Sir Bernard Freyberg, leading 2nd NZ Division, requests 8th Armoured Brigade to advance in support of his 6 NZ Brigade. By 3:30 a.m., the lead tanks of 3rd Royal Tank Regiment clank through minefields, creating gaps that 6 Brigade moves through at dawn, followed by 9th Armoured Brigade.

A British tanker writes, "As the light became full day, the sky overhead became black with fighter planes and bombers trying to shoot each other down. This was indeed war with a vengeance. I remember jumping on top of the turret on my tank and asking Major Everleigh, who was trying to shoot down a plane with a .50 machine gun, to let me have a go.

"Then as the day wore on the sight of sappers lining up and going over the ridge to probe for mines with bayonets was terrible and awe-inspiring to watch. Everyone of them deserved a medal, as they seemed to go to certain death. They no sooner `went over' than bursts of enemy machine-gun fire seemed to wipe them out; then another line would form up, stub out their cigarettes, and move over the top. It was a privilege to be in the company of such men.

"The Alamein battle was a sheer slogging match over open sights, brutal and horrifying. I can remember dust churned to a fine powder, moving back and forth like liquid away from the tank tracks as it swirled over the bodies of men. If I remember rightly we were left with 17 tanks in the whole brigade and ceased to exist as a brigade. The Germans broke and ran."

On the western side of the ridge, 24th Armoured Brigade's 83 Shermans and 48 Crusaders rumble through a gap in the main minefield, and over the crest of the ridge and down the forward slope. They are joined by Grant tanks of 3rd Royal Tank Regiment, creating an impressive display of armor and firepower. However, German anti-tank guns and mines rip apart nine tanks.

At 6:15, 24th Brigade is ordered by Gatehouse to withdraw two regiments off the ridge. All three regiments pull out, leaving 9th Armoured Brigade alone on the hill, awaiting enemy counterattack.

Meanwhile, 2nd Armoured Brigade, still 1,000 yards short of Kidney Hill, struggles to attack, and comes under German fire. Eight Shermans and two Crusaders die in battle. 7th Armoured Division stalls in the German "February" minefield.

Montgomery, given inaccurate information, gives orders that are not relevant to the situation. But by 11:30, after a meeting with Alexander, he learns that his armor has still been unable to break out. The battle is "fizzling out," with momentum dying.

Monty meets with Leese, Lumsden, and Freyberg to discuss the situation. Freyberg suggests postponing the New Zealanders' exploitation to the south, in favor of a massive artillery barrage. Monty vetoes that, saying it would be "dancing to the enemy's tune."

At the precise time that Monty and Freyberg are planning their next moves, Field Marshal Erwin Rommel is in Rome, getting a briefing on the situation in Africa. The German position is parlous, too. Supplies are short. 15th Panzer Division has only 31 tanks ready for action, and there is only three days' supply of fuel. Allied air and artillery bombardment is making movement impossible.

"I knew there were no more laurels to be won in Africa," he writes later. "For I had been told in the reports from my officers that supplies had fallen far short of my minimum demands." Gloomy, the Desert Fox flies across the Mediterranean, switching from an HE 111 in Crete to a Do 217, to Qasaba, where his Fieseler Storch command plane awaits. Rommel flies from there to Panzerarmee Afrika's Tac HQ.

There, one mystery is solved. German troops bring in General Stumme's body, found alongside the track his staff car used. Apparently he hung on the side of the car after his chauffeur turned it around, and suffered a heart attack. Stumme's blood pressure is too high for tropical service.

Thoma briefs Rommel, saying that the German minefields are being destroyed by artillery bombardment, and British troops have taken them with light casualties. Fuel shortages are permitting only limited movement. Counterattacks by 15th Panzer Division are being defeated with heavy casualties from systematic bombing. Only 31 of its tanks are ready for battle.

Thoma reports that the RAF rules the skies, making movement even more difficult. This is not the battle Rommel wants to fight - a grinding battle of attrition and materiel. However, Rommel - despite his reputation as an armored leader - is also a skilled infantryman. Rommel signals his forces, "I have taken command of the army again. Rommel." That signal boosts German morale.

While Rommel ingests the bad news, Montgomery ponders the situation. He decides to try one of his best weapons, the 9th Australian Division, which has suffered the fewest casualties. He orders the Australians to drive north to the coast from their right flank, cutting the coast road and railway, and isolating a battalion of Italian Bersaglieri and the German 125th Infantry Regiment. 1st Armoured Division's three brigades (2nd Armoured, 24th Armoured, and 7th Motor Brigade) will guard the Australians' new left flank, while the New Zealanders and 10th Armoured Division will consolidate behind Miteiriya Ridge.

Monty cuts the orders, and Maj. Gen. Leslie "Ming the Merciless" Morehead, commanding 9th Australian, goes straight to work, sending in aggressive patrols. The patrols scoop up the commanding officer of the 125th Regiment. The Australians question the German, and he gives full details about his positions. The Australians prepare a midnight attack.

South of the 9th Australians, 51st Highland Division continues its attack, backed by 2nd Armoured Brigade, squeezing through minefields and shell holes. A company of the 1st Gordons remains isolated on the battlefield. Gen. Douglas Wimberley sends in a silent attack just before midnight that finds the missing company, almost out of water and ammunition.