USS George F . Elliott ( AP - 13 ) USS " George F . Elliott " ( AP - 13 ) was a " Heywood " - class transport acquired by the U . S . Navy during World War I and then reacquired by the Navy for service as a troop carrier during World War II . In 1942 she was attacked off Guadalcanal by Japanese planes and sank shortly thereafter . Construction and pre - World War II history . The ship was laid down in 1918 as SS " City of Los Angeles " at Bethlehem Steel Corp . , Alameda , California , for the United States Shipping Board ( USSB ) . She was then acquired by the US Navy and commissioned " USS Victorious ( ID - 3514 ) " , 19 October 1918 . Subsequently , she was decommissioned and simultaneously struck from the Naval Register , 25 February 1919 , at New York and returned to the United States Shipping Board for disposal . She was then acquired by the Baltimore Mail S . S . Co . in 1931 , renamed SS " City of Havre " , lengthened another and had passenger accommodations added . She was acquired by Panama Pacific Lines in 1938 , and renamed SS " City of Los Angeles " . As World War II approached , she was acquired by the Navy on 30 October 1940 , converted to a Naval Transport , and commissioned USS " George F . Elliott " ( AP - 13 ) on 10 January 1941 , Captain H . G . Patrick in command . World War II North Atlantic operations . " George F . Elliott " sailed for Norfolk , Virginia , 16 January 1941 and for the next year carried units of the 1st Marine Brigade to the Caribbean for training exercises and operated out of Norfolk before departing New York 19 February 1942 with over 1 , 100 men bound for Europe . After joining a convoy off Halifax , Nova Scotia , she reached Belfast , Northern Ireland , 3 March to debark her passengers and subsequently returned to New York 25 March . The men aboard the Elliott on the February 1942 trip were members of the 107th Combat Engineer Battalion from Michigan . http : / / www . 107thengineers . org / History / CombatEngineer / Assigned to the Pacific Theatre . After embarking 1 , 229 fighting men , the ship got underway 9 April with a convoy bound for Tongatapu , arriving 1 month later and debarking her troops . " George F . Elliott " sailed 19 May and arrived San Francisco , California , 5 June for repairs . Supporting landing of troops on Guadalcanal . Soon ready for sea , she embarked 1 , 300 men of the 2d Battalion , 1st Marines , and stood out under the Golden Gate bridge 22 June in convoy , reaching Wellington , New Zealand , 11 July where combat gear and stores were loaded . As part of Task Force 62 she departed 22 July for the 1st Marine Division ' s amphibious assault on Guadalcanal . After conducting landing maneuvers in the Fiji Islands , she proceeded to Guadalcanal . Under constant attack . Closing Lunga Point on D - day , 7 August , " George F . Elliott " sent her boats away at 0733 hrs . and simultaneously began discharging cargo . Despite enemy air attacks she continued to work far into the night , ceasing unloading only when the beach head became too congested . Final air attack and sinking . Morning on 8 August found the " Elliott " and her crew still awaiting the order to resume sending the balance of her cargo ashore when radar screens on the US Destroyer pickets began to show an approaching flight of Japanese planes heading straight for the landing group . Weighing anchor and raising steam to get underway shortly before 1100 hrs . the " Elliott " moved out of the landing area into the open waters of Ironbottom Sound and her crew readied their weapons to meet the inbound Mitsubishi G4M ' Betty ' bombers coming over Florida Island . Making her 10 . 5 knot top speed and weaving between US Destroyers and other transports as they avoided and fired on the Japanese torpedo bombers skimming mere feet above the waters surface , the gunners on the " Elliott " sighted a ' Betty ' closing on their Starboard side , only off the water . Taking the plane under concentrated fire and scoring several hits , the gun crews were unable to down the Japanese bomber before it suddenly popped up and slammed into the ship , just aft of the superstructure on the Starboard side . Though the lightly armored ' Betty ' disintegrated on impact with the hull of the " Elliott " , wreckage and burning gasoline showered the deck and its engines were able to punch through the unarmored hull into the rear cargo hold , severing the ships rear fire main in the process . A massive fire broke out onboard both topside and deep within the hull , where supplies destined for shore now fed the flames which the crew raced to contain . Fires below deck quickly grew out of control and forced the engine room crew to abandon their stations , bringing the " George F . Elliott " to a stop in the middle of Ironbottom Sound . Using a bucket brigade and whatever means they could to fight the fires , the crew made a valiant stand against the advancing flames as the continuing Japanese attack kept nearby ships from providing any assistance to the burning transport . By the time the remnants of the Japanese bomber force had departed the area it was too late for the " Elliott " , as the intense flames caused a damaged bulkhead to fail , releasing bunker fuel into the rear hold and turning a massive fire into an inferno . Shortly after 1300 hrs . , the crew was ordered to abandon ship and the " George F . Elliott " was sunk by scuttling charges . " George F . Elliott " was struck from the Navy List 2 October 1942 . She was awarded one battle star for World War II service . " The Pacific " , HBO miniseries . " The Pacific " is based in part upon " Helmet for My Pillow " , the memoir of Robert Leckie , a member of the 1st Marines who sailed from San Francisco to Guadalcanal aboard the " Elliott " .