Committed to the defense of Corregidor and Bataan in the Philippines, the 4th Marines, along with other American and Filipino forces, finally surrendered to overwhelming Japanese strength on May 6, 1942. But the six months of stubborn resistance slowed the Japanese timetable of conquest and won time for the mobilization of American industry and manpower. As a stimulate to sagging morale, the Philippine campaign was equally important. Not since the Alamo had such inspiration been drawn from a lost battle. Though defeated, the American soldiers, sailors, and Marines, by their heroic defense against overwhelming odds, inspired many to redouble their efforts for final victory.

The 4th Marines arrived in the Philippines just one week before the outbreak of war. The 4th Marines orders were to defend the Olongapo Naval Station and the Mariveles Naval Section Base at the mouth of Manila Bay on Bataan, the peninsula forming the Bay’s Northern side. Total strength of the regiment was only 44 officers and 772 enlisted men. The U.S. Asiatic Fleet, which based on these shore stations, was responsible for the naval defense of the Philippines. With only 3 cruisers, 13 destroyers, 29 submarines, and 32 PBY patrol aircraft, they were obviously no match for the Japanese naval Power which could be sent against the island.

Gen. Douglas MacArthur’s United States Army Forces in the Far East (USAFFE) included 31,000 U.S. Army troops and 120,000 officers and men of the Philippine National Army. The Philippine Army was dubious in view of the fact that most of its men were untrained and poorly coordinated under MacArthur. The exception however were the Filipino Scouts, this elite group of soldiers were invaluable to the defense of the Philippines. In the air, MacArthur could muster a force of 35 modern bombers and 107 fighters.

"What we had was what we had in Shanghai and what the Marines in 1927 brought with them. These were rifles, grenades, 20 millimeters, machine guns, B.A.R.'s that were actually from World War I. And of course, a lot of our equipment at the time in Shanghai was used for school. We'd tear them down, put them together. Tear them down, put them together. That's what we had during the whole war, six months of war, was the old threes and some of them would shoot and some of them wouldn't shoot. Especially with the grenades that we had. We had a box of, I think, there were 10 grenades in a box and if you threw 10, maybe three would go off. And the rest of them were just dried up because they were never used."
- Pete George

After the Japanese Carrier task force used over 350 planes to inflict 3,581 casualties (2,403 fatally) at Pearl Harbor, a message was sent from Admiral Hart on December 8 at 0350 hrs. "Japan started hostilities, govern yourself accordingly." Moments later buglers sounded "Call to Arms" as half-dressed, half-asleep Marines scrambled to attention. Immediately the regiment went about creating defense positions with foxholes and setting up machine guns for antiaircraft defense.

Air raid alarms came at frequent intervals during the first few days of hostilities. All proved to be false until December 10 when the Japanese decided to hit the Cavite Navy Yard. Three Marine-manned antiaircraft positions were located at Cavite: Battery A, Battery B, and Battery C. Each position defended with .50 caliber guns with a range of 15,000 feet. As the Marines watched 54 aircraft in three large "V" formations approach the yard, everyone was anxious to fire. The first wave in the attack missed everything but the water as did the second wave. The rest of the attack began to destroy the Navy Yard as casualties began to rise. Approximately 1,000 civilians were killed and more than 500 were wounded in the attack.

On December 12th, seven Japanese Zeros followed a flight of PBY patrol aircraft back to the Olongapo Naval Station. The Zeros waited for them to land, and attacked at once destroying them all. Turning inland, they began to strafe the naval station as Marines fired back with everything from machine guns to rifles to pistols. The next day, 27 bombers appeared over Olongapo at 1155 and bombs began to hit the Navy Yard and the civilians in the town. No installations were destroyed but many houses in the town were attacked with 13 civilians killed and 40 wounded.

The intended use of the 4th Marines in the defense of the Philippines called for the transfer of the regiment to Army operational control. General MacArthur decided to use the 4th Marines for beach defense on Corregidor. The defense of Corregidor was vital in the defense of Manila Harbor, a location of importance for the Japanese. In late December, all Marines in Cavite and Olongapo were to assemble together in Mariveles. Admiral Rockwell ordered a detail of Marines to destroy the Olongapo Navy Yard. All structures not blown up had to be burned down including the warehouse that held all of the footlockers of the 4th Marines. These footlockers held nothing but the best memories of Shanghai. Deep carved chests filled with ivory, jade, silk robes and photographs of the best duty in the Marine Corp.

Four islands protected the mouth of Manila bay from attack. Corregidor, the largest island, was fortified prior to World War I with powerful coastal artillery and named Fort Mills. The tadpole-shaped island lay two miles from Bataan, and was only 3.5 miles long and 1.5 miles across at its head. This wide area, known as Topside, contained most of Fort Mills’ 56 coastal artillery pieces and installations. Middleside was a small plateau containing more battery positions as well as barracks. Bottomside was the low ground where a dock area and the civilian town of San Jose was located. East of this was Malinta Tunnel, location of MacArthur’s headquarters as well as a hospital.

On December 29th, the 4th Marines got their first taste of aerial bombardment on Corregidor. The attack lasted for two hours as the Japanese destroyed or damaged the hospital, Topside and Bottomside barracks, the Navy fuel depot and the officers club. January 2nd, 1942 the island garrison was bombed for more than three hours. Periodic bombing continued over the next four days and with only two more raids in January, the regiment had a chance to improve their positions considerably. January 29th the Japanese dropped only propaganda leaflets which greatly amused the beach defenders.

On February 6th, Japanese artillery opened fire on Corregidor and the fortified islands from positions in Cavite Province. The forts were shelled eight more days and bombed twice in February. Occasional shelling and bombing hit the fortified islands until March 15th when the Japanese began preparations to renew their offensive on Bataan. The bombing and artillery raids now continued unabated until the end of the siege. Typical bombardment would consist of two periods of shelling, beginning at 0950 and 1451, and six bombing raids beginning just after midnight and spaced throughout the day.

On top of the bombardment was the dwindling food supply. The regiment was living on 31 ounces of food per day. Drinking water was distributed only twice a day but the constant bombardment often interrupted the ration. When the bombardment killed the mules in the Calvary, they would drag the carcasses down to the mess hall and cook them up. The continued lack of proper diet created major problems for the 4th Marines, as men were weakened and lacked reliable night vision. The regiment would not have a full meal until 3 ½ years later.

"We heard that the Americans are going to come over and they're going to bring supplies and replacements and all this and that which they never did. We never did see a ship. A submarine would get in there every now and then, but the ship, we saw one ship come steaming in and a submarine blew it up before it got into the bay. So we were without supplies, replacements, our food was running low, and, of course, we had C-rations and the Army had K-rations, and that dwindled away. They had the Calvary and started eating the horses, you know. They' butcher up the horses and pass that meat around and everything." – Pete George

On April 9th Bataan fell to the Japanese after a final offensive broke through the USAFFE defenses trapping more than 75,000 men as well as several thousand Filipino refugees. The Japanese expected the capture of the Philippines within two months. The first attack by Japanese fighters and bombers on December the 8th completely destroyed the Far East Air Force. With the main invasion taking place on December 22nd, the ill-prepared Philippine Army led by MacArthur were quickly forced to fall back inland. By Christmas eve, MacArthur evacuated his headquarters in Manila and set up shop on the island fortress of Corregidor.

The Allied forces left on Bataan were seriously hampered by strict food rationing, low medical supplies, and widespread dysentery, malaria, and beriberi. The Japanese knew of these factors and expected a quick surrender but the 90,000 Allied troops gallantly fought on until a preposterous order from MacArthur. In early April, MacArthur had ordered the diseased and starving troops to counterattack and Major General Edward King, commanding officer, ignored the ordered. King knowing that his troops could not continue without any hope of reinforcements or medical supplies, surrendered to the Japanese.

Quickly the Japanese began to demonstrate their attitude toward soldiers who surrendered on the battlefield. After the prisoners were grouped together, the process of beating and looting began. The officers were especially singled out for ridicule and rifle butts. If any prisoner was caught with a souvenir of a dead Japanese soldier, a severe beating by several Japanese soldiers soon began and usually finished with a Japanese officer taking his sword and chopping off the head of the prisoner. The Filipino officers were subjected to even worse treatment. One occasion the Japanese gathered roughly 350 Filipino prisoners, using telephone wire they tied them at the wrists man to man and herded them near a ravine. The Japanese from behind proceeded to run their bayonets through the men one by one until the last man fell.

The plan for the prisoners devised by the Japanese called for an 85 mile march to Camp O’Donnell. Almost all of the prisoners suffered from one or more of the tropical diseases that they were exposed to during the course of their defense of Bataan. Exhausted, hungry, thirsty, and half-crazed, men began to fall out of line. The ones who did were beaten and or killed, if you fell out of line to help those that did fall out of line, a beating, bayonet, or Samurai sword would be waiting for you. The wounded had to be carried by other prisoners who truly wanted to help their comrades, but days into the march with no food or water, self-survival became the focus and the Japanese would finish off the wounded with a bayonet. April was the hottest month in the Philippines and the Japanese would purposely stop the column of prisoners next to a spring of fresh water just to torment them. Men out of their minds would make a break for the water and the Japanese would use these prisoners as target practice.

Unbelievable atrocities continued as the Japanese found the march entertaining as much as revenge. It is estimated that 600 to 1,000 Americans were slaughtered and as many as 10,000 Filipinos. The POWs who did make the march to San Fernando were slammed into steel box cars, crammed so tight that when men died on the trip, they died standing up. A twenty five mile train ride to Capas where the prisoners were unloaded and marched to Camp O’Donnell, a place where the real suffering began.

Approximately, 1,600 Americans died in the first forty days in Camp O'Donnell. Almost 20,000 Filipinos died in their first four months of captivity, in the same camp. The healthier prisoners took turns burying their comrades into mass graves, just as they, themselves, would be buried, days or weeks later. Camp O'Donnell did not have the sanitation sub-structure or water supply necessary to hold such a large amount of men. Many died from diseases they had since Bataan, others caught new diseases, while at Camp O'Donnell. The Japanese did not provide any medicine to the prisoners and their inadequate diets also contributed to a high death rate. Diseases such as dysentery, from a lack of safe drinking water, and beriberi, from malnutrition were common to the POWs. The Japanese soldiers continued to murder and miss-treat their captives. Due to the high death rate in Camp O'Donnell, the Japanese transferred all Americans to Cabanatuan, north of Camp O'Donnell, on June 6, 1942, leaving behind five hundred as caretakers and for funeral details.

The Japanese wasted little time before focusing their attention on Corregidor, intensifying their bombardment of the island the same day Bataan fell. The largest group of reinforcements arrived after the fall of Bataan, 72 officers 1,1173 enlisted men from more than 50 different organizations were assigned to the 4th Marines. Unfortunately, very few of the reinforcements were trained or equipped for ground combat. By the end of April, the 4th Marines numbered 229 officers and 3,770 men, of whom only 1,500 were Marines.

Japanese bombing and shelling continued with unrelenting ferocity. Japanese aircraft flew 614 missions from April 28th until May 5th , dropping 1,701 bombs totaling 365.3 tons of explosive. At the same time 9 – 240mm howitzers, 34 – 149mm howitzers, and 32 other artillery pieces pounded Corregidor day and night. It was estimated that on May 4th alone more than 16,000 shells hit Corregidor.

On May 5th the Japanese boarded their landing craft and barges and headed for the final assault on Corregidor. Shortly before midnight, intense shelling pounded the beaches in-between North Point and Calvary Point. The initial landing of 790 Japanese soldiers were met by the 37mm guns of the regiment. In addition, the Japanese struggled in the layers of oil that covered the beaches from ships sunk earlier in the siege and experienced great difficulty in landing personnel and equipment. However the overwhelming number of Japanese infantry equipped with 50mm heavy grenade dischargers and "knee mortars" forced the Marines to pull back from the beach.

The second battalion of 785 Japanese soldiers were not as successful. The invasion force did not prepare for the strong current in the channel between Bataan and Corregidor. This battalion landed east of North Point where the defensive positions of the 4th Marines were much stronger. Most of the Japanese officers were killed early in the landing, and the huddled survivors were hit with hand grenades, machine guns, and rifle fire. Some of the landing craft did however make it to the location of the first invasion force and found themselves moving inland enough to capture Denver Battery by 0130 hrs, May 6th.

A counterattack was initiated to move the Japanese off of Denver Battery. This was the location of the heaviest fighting between the two forces, practically face to face. A few reinforcements did make their way to the front-line Marines but the battle became a duel of American World War I grenades versus the deadly accurate Japanese knee mortars. Without additional reinforcements, the battle would quickly go against the Marines.

At 0430 Colonel Howard decided to commit his last reserves, the 500 Marines, sailors and soldiers of the 4th Battalion. These reserves tried to get to the battle as quickly as possible but several Japanese snipers had slipped behind the front lines to make movement very costly. Additionally a third battalion of Japanese troops landed around 0530, adding 880 fresh reinforcements for the Japanese. The 4th Marines were holding their positions at the same time losing ground in other areas. The Japanese were facing problems of their own, several ammunition crates never made the landing. Several attacks and counterattacks were fought now with only bayonets.

The final blow to the 4th Marines came about 0930 when three Japanese tanks landed and went into action. The men around Denver Battery were ordered to withdrawal to the ruins of a concrete trench a few yards away from the entrance to Malinta tunnel just as Japanese artillery delivered a heavy barrage. Realizing that the defenses outside Malinta tunnel could not hold out much longer and expecting further Japanese landings that night, General Wainwright decided to sacrifice one more day of freedom in exchange for several thousand lives. He was particularly fearful of what would happen were the Japanese to capture the tunnel where lay 1,000 helpless wounded men. Colonel Howard burned the regimental and national colors to prevent their capture by the enemy. About 1300, Captain Clark and Lieutenant Manning went forward with a white flag to carry Wainwright’s surrender message to the Japanese.

The survivors of the regiment were quickly rounded up by the Japanese and exposed to the status quo for treatment of POWs. Grouped together, shaken down for any noteworthy possessions, and humiliated as conquered subjects of the emperor. Casualties of the Marines for the entire Philippines campaign totaled 331 killed in action, died of wounds, and missing and presumed dead, and 357 wounded in action. The Japanese recognized that the five-month battle for the Philippines was seen by the world as a defining contest of wills between the United States and Japan. Lieutenant General Masaharu Homma, Japanese commander in the Philippines, recognized the critical nature of this conflict when he addressed his combat leaders in April 1942, saying:

The operations in the Bataan Islands and the Corregidor Fortress are not merely a local operation of the Great East Asia War . . . the rest of the world has concentrated upon the progress of the battle tactics on this small peninsula. Hence, the victories of these operations also will have a bearing upon the English and the Americans and their attitude toward continuing the war. The Allies would fight and die for 3 ½ years to gain the release of these prisoners and put a stop to the Japanese killing machine.

MacArthur’s leadership in the Philippines was tactically wrong and showed serious errors of leadership. Knowing the facts of Pearl Harbor, MacArthur allowed his air force to be destroyed on the ground in one hour. His decision to disperse his troops and their supplies in order to defend the entire island, rather than strengthen all men and equipment to Bataan immediately, resulted in deplorable conditions among his troops. MacArthur’s remoteness, egotism, self-aggrandizements, and distortions of reality alienated his naval commander and jeopardized the safety of his troops. Relief from his command should have been considered but instead MacArthur became a national hero to all except to the starved and disease-ridden men on Bataan and Corregidor. On the other side, Japanese Commander Homma who did conquer the Philippines in five months rather than the two months as projected by the Japanese Command was relieved of his command.