In the early days of World War II, after the devastating attack on Pearl Harbor by the Imperial Japanese Navy, the United States Navy is left reeling and in disarray. The film follows the story of several key military figures and pilots who are tasked with fortifying the American fleet and retaliating against the Japanese aggression. Among these are intelligence officer Lieutenant Commander Edwin Layton, who has deep knowledge of Japanese strategies from his time in Tokyo, and dive bomber pilot Lieutenant Richard "Dick" Best, who is headstrong and determined.

As the Americans scramble to decode Japanese communications and guess their next move, Admiral Chester Nimitz takes command of the Pacific Fleet, bringing a sense of leadership crucial to rebuilding the demoralized forces. The film portrays the camaraderie among the sailors and pilots who are united in their mission to strike back and turn the tide of the war. Tensions rise as American cryptologists race against time to break Japanese naval codes, piecing together intelligence that suggests a major offensive is imminent. All signs point to the remote island of Midway as the next target, setting the stage for a monumental clash between the rival forces. The Americans, now somewhat prepared, begin to lay out a counter strategy, hoping to surprise the Japanese and check their expansion in the Pacific.