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     VMF-323 was commissioned on 1 August 1943 at MCAS, Cherry Point, NC.  Assigned to MAG-32, 3^rd MAW.  The squadron started with 9 Vought F4U-1 “Corsairs” and 7 North American SNJ-4 Trainers.  Command was given to Major George C. Axtell, Jr.   VMF-323 immediately began training for duty in the Pacific.  In September of 1943, 323 was transferred to one of MCAS Cherry Point’s outlying fields, MCAAF Oak Grove near Pollocksville, NC.    On 12 January 1944, 323 was transferred to NAAS El Centro, Ca. And reassigned to MBDAG-43.  In February, a few days before scheduled carrier landings, 31 of the squadron’s pilots were transferred overseas as replacements for other squadrons.  The Death Rattlers soon moved to Camp Pendleton to continue training.  Major Axtell began the rebuilding task of training new pilots.  Training operations were disrupted on 17 March due to the death of Second Lieutenant Robert M. Bartlett, Jr.  On 25 May, 323 had its second fatal accident.  Second Lieutenant John A. Freshour and his passenger, LTCDR James J. Bunnet, were killed when the SBD they were flying, crashed into power lines near the Camp Pendleton airstrip.

     On 21 July 1944, VMF-323 embarked on board the USS Long Island (CVE-1) at NAS North Island, San Diego.  The squadron was at sea until 28 July, when it arrived at Ford Island in Hawaii and proceeded to MCAS EWA on Oahu. On 8 August, 323 lost another pilot, Second Lieutenant Glen B. Smith in a crash at sea during.   On 7 September, 30 pilots, 3ground officers, 90 enlisted men and 24aircraft embarked on board the USS Brenton (CVE-23) and was reassigned to the 2^nd MAW.   The USS Brenton set sail on 8 September and after 10 days, arrived at Emirau Island in the Bismarck Archipelago.  During the fly-off, an aircraft piloted by Lieutenant Gerald E. Baker crashed at sea and no cause was ever determined for this fatal crash.

On 24 October 1944, VMF-323 was placed under administrative control of the CG, FMF Pac.  On 25 October one pilot and 25 enlisted men left Emirau aboard a VMR-952 transport for Luganville Field on Espiritu Santo in the New Hebrides.  On 28 October a flight of the 24 F4U-1D aircraft escorted by 2 more transports headed for Guadalcanal, on the 1^st leg to Espiriru Santo.  16 planes arrived at Luganville Field on 29 October, 2 arrived the next day, and the remaining 6 landed on 31 October. On 29 November, the rear echelon of personnel and materials arrived from Ewa aboard the USS Sea Pike and the USS Navajo. The squadron was now complete and was placed under control of MAG-33.    All 24 Corsairs were fitted with the new Zero Rocket Launchers by mid January 1945.  The high pace of training continued into February. On 2 February 8 additional F4U-1D Corsairs were received and 4 days later 13 more pilots were joined from the States.

     On 23 February 1945, MAG-33 Secret Order 0304-45 authorized the movement of VMF-323 from Luganville Field, Espiriu Santo, to Okinawa Shima, Okinawa Gunto, Ryuku Islands.  On 1 March, 20 pilots, 8 ground officers, 150 enlisted Marines, and 8 Navy Corpsmen boarded LST-774 and arrived off Okinawa on 2 April.  D-Day plus one.  On 4 March, 32 Corsairs took off from Luganville Field to Pityilu, Manus Island, via Guadalcanal and Green Island.  On 26 March, they boarded the USS White Plains (CVE-66) and on 30 March the ship anchored off Ulithi Island.  On 9 April  323 flew off the White Plains and landed at Kadens Airfield (Ruby Base at the time).  A little over a year and 9 months after its commissioning, VMF-323 was now actively involved in the war.

     On 10 April 1945, First Lieutenant James L. Brown was listed as missing in action (later listed as KIA).  On 11 April, First Lieutenant Vernon E. Ball confirmed the Death Rattlers first aerial kill of the war by Lieutenant Al Wells.  On 12 April, First Lieutenants Charles E. Spangler and Dellwyn L. Davis; Second Lieutenants Dewy F. Dunford, Warren W. Bestwick and John W. Ruhsam; and Captain Joe McPhail each downed an enemy plane.  Captain Felix S. Cecot and Second Lieutenant Glenn O. Thacker each claimed a probable kill.  On 15 April, First Lieutenant Frederick F. Zehring was lost when he crashed into a mountain while pursuing an enemy plane.  On the same day, Second Lieutenants Bestwick and Ruhsam each scored a kill while Second Lieutenant Robert Wade scored 2 kills.  First Lieutenants John Strickland, Jr. and Charles S. Allen each claimed half-credit for a kill.

     On 22 April 1945, a flight led by Major Axtell set a record breaker.  During this flight of 8 Corsairs, the Death Rattlers downed 24 and 3/4 Japanese planes.  Major Jefferson D. Dorroh, Jr., the XO, 6 kills within 20 minutes.  Major George C. Axtell, Jr., the Skipper, 5 kills within 15 minutes.  First Lieutenant Jeremiah J. O’Keefe, 5 kills.  First Lieutenant Edward L. Abner, 2 kills.  First Lieutenant William L. Hood was given half credit each for 3 kills.  Second Lieutenant Normand T. Theriault, 2 and 1/4 kills.  First Lieutenant Charles S. Allen, 1 probable kill.  22 April 1945 clearly belonged to the VMF-323 Death Rattlers with their record setting score.  During the month of April, the Death Rattlers shot down 54 ¾ enemy planes.

    On 28 April, First Lieutenant Joseph V. Dillard scored a kill.  On 5 May, Major Arthur L. Turner bailed out of his flaming Corsair and was lost near enemy lines.  On 13 May, First Lieutenant Edward F. Murray was killed during a close air support mission.  On 16 May, Second Lieutenant Leon A. Reynolds crashed while making a forced landing on Yontan Airfield and was killed.  On 2 May, the Death Rattlers again scored a total of 24 ¾ kills, equaling the record-breaking feat of 22 April.  Action during the month of May, the squadron shot down 52 ¾ Japanese planes.  VMF-323 now had 12 “Aces.”  A sign above the entrance to the Death Rattlers Officer’s Mess read, “Where the Aces meet to Eat!”

     On 10 June, a flight led by Major Axtell, 24 of the squadrons Corsairs along with 4 from VMF-312 attacked Kitihara Airfield, Kokuhu Airfield and Kanoya Airfield on Kyushu, the southern most of Japan’s home islands.  The flight shot down 1 enemy plane and destroyed several on the ground.

     On 16 June 1945 Major Martin E. W. Oelrich assumed command of VMF-323.  On 17 June, Second Lieutenant William O. Baker was killed during an attack on enemy shipping.  On 10 July, First Lieutenant Walter K. Paarmenter was lost to antiaircraft fire over Wan Airfield.  VMF-323 moved to Awase Airfield on 15 July.  August brought an end to World War II.  The Death Rattlers had shot down a total of 124 ½ Japanese aircraft and was clearly the highest scoring squadron in the Okinawa campaign and was awarded both a Presidential Unit Citation and a Navy Unit Commendation. 

     From the end of the war until February 1946, the squadron remained at Okinawa with 2nd MAW, MAG-33 making routine patrol and observation flights.  VMF-323 returned to the states in March 1946 and was based at MCAS El Toro, Ca.  Now under the command of Major Stanley R. Bailey.  They participated in many major exercises including one at Kodiak Island testing equipment under sub-zero weather conditions.  The squadron also provided Marine airpower for the 1949 John Wayne movie classic, “Sands of Iwo Jima.”   One of the pilots in that movie was Technical Sergeant Hugh F. Newell who would later be killed in action (KIA) in the Korean War in 1950.  “Whiskey” Newell, as his fellow Death Rattlers called him, was considered to be the best fighter and acrobatic pilot in the Marine Corps.

     1950 would end the first chapter in VMF-323’s 7-year dramatic and superb history.  The price was high with the loss of 16 pilots killed in action (KIA).  The distant drums of war were sounding in a place called Korea.  The Death Rattlers would for the 2^nd time be put to the test in combat.

Have some pictures of 323 in WW II just lying around, send them to us and we will put them on this page.  Got some great Sea-Stories, email them to us and we will feature them on our Honor Roll page.