VMF - 221 Marine Fighting Squadron 221 ( VMF - 221 ) was a fighter squadron of the United States Marine Corps in World War II . During the war , they flew the Brewster F2A - 3 and , after reconstitution in 1943 , the F4U Corsair . The squadron , also known as the “ Fighting Falcons , ” is most notable for its actions on June 4 , 1942 during the Battle of Midway , which resulted in 23 members of the squadron , many posthumously , being awarded the Navy Cross for their actions in combat . VMF - 221 ended WWII with 185 air to air victories , the second most of any Marine Fighting Squadron in the war . History . VMF - 221 was formed in July 1941 in San Diego , California . In December of that year , following the attack on Pearl Harbor , they moved to Marine Corps Air Station Ewa in Hawaii . On December 25 , 1941 , fourteen Brewster F2A - 3s landed on Midway Island after launching from the USS " Saratoga " . They were originally part of a relief force bound for Wake Island , but were diverted to Midway instead after the force was controversially recalled on 22 December 1941 ; Wake Island fell on the following day . On March 1 , 1942 , VMF - 221 , VMF - 222 , VMSB - 241 and their headquarters units formed Marine Aircraft Group 22 commanded by Lieutenant Colonel Ira B . Kimes . The squadron ’ s first taste of combat came on March 10 , 1942 when four of its pilots recorded the first aerial victory flying F2A - 3s , downing an enemy Kawanishi H8K " Emily " flying boat . By late May , the squadron had been augmented with the arrival of additional aircraft . VMF - 221 had 21 F2A - 3s and 7 Grumman F4F - 3 Wildcats , all of which were essentially worn out " hand - me - downs " from the Navy . Leadership of the squadron was passed to Major Floyd B . Parks , with Kimes taking command of Marine Air Group 22 . Much has been written of the inferiority of the Brewster fighter , particularly with regard to the Midway engagement . Many of Parks ' pilots , fresh from flight training Stateside , had very little operational experience . This fact , combined with the overwhelming size and disposition of the Japanese force posed against the atoll ' s defenses , would have more bearing on the outcome than the operational capabilities of the F2A . On June 4 , 1942 , during the Battle of Midway , the pilots of VMF - 221 were alerted to intercept the incoming formation of Japanese bombers and the 36 escorting Zero fighters that were headed towards the island . Parks led his squadron against the inbound Japanese armada , which combined air groups from Akagi , " Kaga " , Hiryu , and " Soryu " . In the lead were the level bombers , a " vee of vees " made up of Nakajima B5N " Kates , " followed by the dive bomber formation of Aichi D3A " Vals " at a slightly higher altitude . The fighter escort was " stepped up " behind the dive bombers ; this disposition gave the pilots of VMF - 221 a clear shot at the bombers for the first few passes . Once the Zeros were able to engage the Marine fighters , the tables were effectively turned . When the smoke of the battle cleared , fourteen of the squadron ' s aviators , including Parks , had been killed in action ; four more had been wounded . Only two of VMF - 221 ' s remaining 13 aircraft were serviceable , effectively eliminating the squadron as a viable combat unit . Four of the squadron ' s ordnancemen were also killed when a Japanese bomb stuck the ammunition area near the airstrip at Midway . For their actions during the Battle , the squadron , as a component of MAG - 22 , also received a Presidential Unit Citation : " For conspicuous courage and heroism in combat at Midway Island during June , 1942 . Outnumbered five to one , Marine Aircraft Group Twenty - Two boldly intercepted a heavily escorted enemy bombing force , disrupting their attack and preventing serious damage to island installations . Operating with half of their dive - bombers obsolete and in poor mechanical conditions , which necessitated vulnerable glide bombing tactics , they succeeded in inflicting heavy damage on Japanese surface units of a large enemy task force . The skill and gallant perseverance of flight and ground personnel of Marine Aircraft Group Twenty - Two , fighting under tremendously adverse and dangerous conditions were essential factors in the unyielding defense of Midway . " Two VMF - 221 aviators would later become aces during the course of the war . 2nd Lt Charles M . Kunz , who had flown an F2A in Capt Kirk Armistead ' s division , was later assigned to VMF - 224 ; he would end the war with 8 confirmed aerial victories . Capt Marion E . Carl , who piloted an F4F at Midway , would later fly with VMF - 223 , running his score to 18 . 5 " kills . " Following the Battle of Midway , the squadron was transferred back to Ewa and was one of three Marine fighting squadrons that made up Marine Air Group 21 . As new pilots arrived in Hawaii and additional aircraft became available , the squadron was slowly rebuilt . In January , MAG - 21 was notified for deployment and the three squadrons were loaded aboard the U . S . S . Nassau and transported to Espiritu Santo . Upon arrival , VMF - 214 and VMF - 221 sent detachments to Guadalcanal , but VMF - 213 was held back and selected to become one of the first squadrons to be equipped with the F4U Corsair . Most of VMF - 221 ' s tour at Guadalcanal consisted of combat air patrols over Guadalcanal , but the large raid on April 1 , 1943 , resulted in Lt James Swett ' s Medal of Honor action . After transition to the F4U - 1 , VMF - 221 supported operations during the Battle of Guadalcanal , while also striking Japanese shipping in the vicinity of Bougainville . During the landings on the first day of the Battle of New Georgia , VMF - 221 pilots got credit for shooting down 16 Japanese aircraft In December 1943 , they were sent back to the states for another reorganization . Their final combat deployment was from January 24 , 1945 , to June 6 , 1945 , aboard the USS Bunker Hill . Squadron aces . The following members of VMF - 221 were credited with at least 5 enemy aircraft shot down :