- Raymond Spruance: Layton, how reliable are these estimates of the Japanese positions?
- Edwin Layton: They represent our best guess based on the intelligence that we have.
- Raymond Spruance: I can't plan around your guess.
- Chester W. Nimitz: [to Layton] I understand that we're asking the impossible but we need you to be specific.
- Edwin Layton: [sighs, pauses a moment] The Japanese will attack on the morning of June 4th from the northwest at a bearing of 325 degrees. They will be sighted 175 miles from Midway at 0700 local time.
- Chester W. Nimitz: I trust Layton and his team. Make your plans accordingly.
- Chester W. Nimitz: [later, on the morning of June 4th, after receiving the report the enemy fleet was spotted on a bearing of 320 degrees and 180 miles northwest of Midway and glancing at his watch] Well, Layton, you and Rochefort were only off five minutes, five miles and five degrees.
- Edwin Layton: Well, we'll endeavor to do better next time, sir.
- Edwin Layton: Sir, I'm the intelligence officer responsible for overseeing the greatest intelligence failure in American history.
- James Murray: What if we get shot down ?
- Dick Best: I'm not going to end up as a POW, and neither are you.
- Bruno Gaido: [to his Japanese captors, last line] You know, I had a lot of friends in Pearl Harbour... so how's about you go fuck yourself?
- Edwin Layton: Washington is starting from a false assumption, and looking for evidence to support it.
- Dick Best: [shouting at the staff car] Hey, Nimitz ! when are you going to let us hit those Japs ?
- Staff Officer (Nimitz): [embarrassed] I'm sorry, Sir. Shall I get their names ?
- Chester W. Nimitz: No. It's good to know at least some of the men still want to fight.
- Franklin D. Roosevelt: It is a day which will live in infamy.
- Edwin Layton: Japanese are attacking on multiple fronts. We captured a radio log from a downed Japanese plane. They hit us with all six of their fleet carriers. At least they didn't destroy our oil tanks. The whole fleet would have had to withdraw to the West Coast.
- Husband Kimmel: You are the best intelligence officer I've ever known, Layton. They'll probably burn you for this, too. But if they don't, swear to me, you'll make the next man in this chair listen to you.
- Edwin Layton: Welcome to Pearl, sir. I'm Lieutenant Commander Layton.
- Chester W. Nimitz: I know who you are.
- Edwin Layton: Well, then you'll understand my request. I wish to be reassigned to a destroyer.
- Chester W. Nimitz: Didn't you try to warn my predecessor about the impending attack?
- Edwin Layton: Well, not exactly. I said that we had lost track of the enemy carriers and needed to be prepared. I should have pushed harder.
- Chester W. Nimitz: A lesson, I assume, you have taken to heart.
- Edwin Layton: Sir, I'm the intelligence officer responsible for overseeing the greatest intelligence failure in American history.
- Chester W. Nimitz: Close the door.
- [Layton closes the door]
- Chester W. Nimitz: Morale is at an all time low, and for a good reason. The Japanese are advancing on all fronts at a terrifying pace. I, nevertheless, know the fighting spirit of our men. And I have faith in them. But I also need to know that they have faith in themselves. I need you to be my Admiral Yamamoto. Get in his head. Tell me what he's going to do next. Your first assignment... we need to throw a punch. Not just for morale, but so the Japanese know what it feels like to be hit. I'm sending Halsey to attack the Marshall Islands. But I need to know they're not walking into a trap.
- Dick Best: [repeated line, as he attempts to land on a carrier] Hang in there kid, we're almost home.
- Chester W. Nimitz: Congratulations, sir. You're the right man to run the Navy.
- Ernest King: When they get in trouble, they send for the sons of bitches.
- [King and Nimitz sit to continue their discussion]
- Chester W. Nimitz: The situation is the Pacific is far worse than has being reported. We have three carriers. The Japs have ten. We have zero functional battleships, they have nine. They have more cruisers, more bombers, more fighters, and much of their equipment is more modern. We'll just have to count on the men that we have out there to hold the line.
- Chester W. Nimitz: I don't envy the new commander.
- [Nimitz looks at King, but King looks down in hesitation]
- Chester W. Nimitz: It's me, isn't it?
- Ernest King: The President asked for you himself. He said you should get the hell out to Pearl, and stay there until our ships sail into Tokyo Bay.
- Edwin Layton: [laughs when Captain Rawlings misses a duck with the net]
- Captain Rawlings: This is bloody ridiculous.
- Edwin Layton: Wasn't your empire built on ridiculous traditions?
- Captain Rawlings: Don't defend them, Layton. You might speak their language, but they still think you're a barbarian.
- Edwin Layton: Be honest, you won't miss this place when you're gone?
- Captain Rawlings: Oh, please. The next time I see the little buggers, I hope it's through the sights of a 14 inch gun.
- Chester W. Nimitz: I'm told you're brilliant.
- Joseph Rochefort: Well, Lieutenant Commander Layton's been known to exaggerate.
- Chester W. Nimitz: I hope not. He told me he's absolutely certain the Japs are gonna hit Midway, and I need to know whether or not I can believe him.
- Joseph Rochefort: Well, if you don't believe him, we'll all be speaking Japanese. Or -- most likely-- we'll be dead.
- Chester W. Nimitz: Show me how this works.
- Joseph Rochefort: You mean like a tour?
- Chester W. Nimitz: Exactly. Like a tour.
- Edwin Layton: Sir, after Pearl you told me to stick to my guns. I swear to you, Joe's right about this.
- Chester W. Nimitz: I'm not generally predisposed to trust a bunch of tuba players led by a man wearing fuzzy slippers, but I'll figure a way to get the Enterprise back here. Meantime, you gentlemen need to convince Washington that the Japs will target at Midway.
- Edwin Layton: How, sir? Washington doesn't exactly have a habit of listening to us.
- Chester W. Nimitz: Oh, I'm sure you'll think of something.
- Joseph Rochefort: Now Washington agrees with us the Japs are going to attack a major target, Codename AF.
- Edwin Layton: But Washington believes AF is located in the South Pacific, which is why they ordered you to keep Enterprise down there.
- Chester W. Nimitz: You have any direct proof that they're wrong?
- Joseph Rochefort: Direct proof, no, but..
- [Nimitz looks doubtful]
- Joseph Rochefort: Sir, imagine you're throwing a wedding, and maybe I've never seen the invitation, but I hear from the caterers that they have an event on a certain day, the flower guy's buying up all the roses on the island, the best band is booked. That's what Signal Intelligence can give you. Clues. Not a definitive answer.