Ahead of Nevada lay Arizona, with the repair ship Vestal (AR-4) alongside, preparing for a tender availability. Major Alan Shapley had been relieved the previous day as detachment commanding officer by Captain John H. Earle, Jr., who had come over to Arizona from Tennessee (BB-43). Awaiting transportation to the Naval Operating Base, San Diego, and assignment to the 2d Marine Division, Shapley was lingering on board to play first base on the battleship's baseball team in a game scheduled with the squad from the carrier Enterprise (CV-6). After the morning meal, he started down to his cabin to change.

Seated at breakfast, Sergeant John M. Baker heard the air raid alarm, followed closely by an explosion in the distance and machine gun fire. Corporal Earl C. Nightingale, leaving the table, had paid no heed to the alarm at the outset, since he had no antiaircraft battle station, but ran to the door on the port side that opened out onto the quarterdeck at the sound of the distant explosion. Looking out, he saw what looked like a bomb splash alongside Nevada. Marines from the ship's color guard then burst breathlessly into the messing compartment, saying that they were being attacked.

As general quarters sounded, Baker and Nightingale, among the others, headed for their battle stations. Aft, congestion at the starboard ladder, that led through casemate no. 9, prompted Second Lieutenant Carleton E. Simensen, USMCR, the ship's junior Marine officer, to force his way through. Both Baker and Nightingale noted, in passing, that the 5-inch/51 there was already manned, and Baker heard Corporal Burnis L. Bond, the gun captain, tell the crew to train it out. Nightingale noted that the men seemed "extremely calm and collected."

As Lieutenant Simensen led the Marines up the ladder on the starboard side of the mainmast tripod, an 800-kilogram converted armor-piercing shell dropped by a Kate from Kaga ricocheted off the side of Turret IV. Penetrating the deck, it exploded in the vicinity of the captain's pantry. Sergeant Baker was following Simensen up the mainmast when the bomb exploded, shrapnel cutting down the officer as he reached the first platform. He crumpled to the deck. Nightingale, seeing him flat on his back, bent over him to see what he could do but Simensen, dying, motioned for his men to continue on up the ladder. Nightingale continued up to Secondary Aft and reported to Major Shapley that nothing could be done for Simensen.

An instant later, a rising babble of voices in the secondary station prompted Nightingale to call for silence. No sooner had the tense quiet settled in when, suddenly, a terrible explosion shook the ship, as a second 800-kilogram bomb -- dropped by a Kate from Hiryu -- penetrated the deck near Turret II and set off Arizona's forward magazines. An instant after the terrible fireball mushroomed upward; Nightingale looked out and saw a mass of flames forward of the mainmast, and much in the tradition of Private William Anthony of the Maine reported that the ship was afire. (NOTE: Private Anthony, an instant after the explosion mortally damaged the battleship Maine in Havana harbor on 15 February 1898, made his way to the captain's cabin, where he encountered that officer in a passageway outside. Drawing himself to attention, Anthony reported that the ship was sinking.) "We'd might as well go below," Major Shapley said, looking around, "we're no good here." Sergeant Baker started down the ladder. Nightingale, the last man out, followed Shapley down the port side of the mast, the railings hot to the touch as they made their way below.

Baker had just reached the searchlight platform when he heard someone shout: "You can't use the ladder." Private First Class Kenneth D. Goodman, hearing that and apparently assuming (incorrectly, as it turned out) that the ladder down was indeed unusable, instinctively leapt in desperation to the crown of Turret III. Miraculously, he made the jump with only a slight ankle injury. Shapley, Nightingale, and Baker, however, among others, stayed on the ladder and reached the boat deck, only to find it a mass of wreckage and fire, with the bodies of the slain lying thick upon it. Badly charred men staggered to the quarterdeck. Some reached it only to collapse and never rise. Among them was Corporal Bond, burned nearly black, who had been ordering his crew to train out no. 9 5-inch/51 at the outset of the battle; sadly, he would not survive his wounds.

Shapley and Corporal Nightingale made their way across the ship between Turret III and Turret IV, where Shapley stopped to talk with Lieutenant Commander Samuel G. Fuqua, Arizona's first lieutenant and, by that point, the ship's senior officer on board. Fuqua, who appeared "exceptionally clam," as he helped men over the side, listened as Shapley told him that it appeared that a bomb had gone down the stack and triggered the explosion that doomed the ship. Since fighting the massive fires consuming the ship was a hopeless task, Fuqua told the Marine that he had ordered Arizona abandoned. Fuqua, the first man Sergeant Baker encountered on the quarterdeck, proved an inspiration. "His calmness gave me courage," Baker later declared, "and I looked around to see if I could help." Fuqua, however, ordered him over the side, too. Baker complied.

Shapley and Nightingale, meanwhile, reached the mooring quay alongside which Arizona lay when an explosion blew them into the water. Nightingale started swimming for a pipeline 150 feet away but soon found that his ebbing strength would not permit him to reach it. Shapley, seeing the enlisted man's distress, swam over and grasped his shirt front, and told him to hang onto his shoulders. The strain of swimming with Nightingale, however, proved too much for even the athletic Shapley, who began to experience difficulties himself. Seeing his former detachment commander foundering, Nightingale loosened his grip on his shoulders and told him to go the rest of the way alone. Shapley stopped, however, and firmly grabbed him by the shirt; he refused to let go. "I would have drowned," Nightingale later recounted, "but for the Major." Sergeant Baker had seen their travail, but, too far away to help, made it to Ford Island alone.

Several of the many memoirs in the Marine Corps Oral History Collection are by Marines who were serving at Pearl Harbor on 7 December 1941, and personally witnessed the Japanese attack. One by Lieutenant General Alan Shapley vividly describes the events of that day as he remembered it. General Shapley, a major in December 1941, had been relieved as commander of Arizona's Marine detachment on the 6th. He recalled:

I was just finishing my breakfast, and I was just about ready to go to my room and get in my baseball uniform to play the Enterprise for the baseball championship of the United States Fleet, and I heard this terrible bang and crash. I thought it was a motor sailor that they dropped on the fantail, and I ran up there to see what it was all about. When I got up on deck there, the sailors were aligned on the railing there, looking towards Pearl Harbor, and I heard two or three of them say, 'This is the best damned drill the Army Air Corps has ever put on.' Then we saw a destroyer being blown up in the dry dock across the way. The first thing I knew was when the fantail, which was wood, was being splintered when we were being strafed by machine guns. And then there was a little bit of confusion, and I can remember this because they passed the word on ship that all unengaged personnel get below the third deck. you see, in a battleship the third deck is the armored deck, and so realizing what was going on, this attack and being strafed, the unengaged personnel were ordered below the third deck.

That started some people going down the ladders. Then right after that, the Pennsylvania, which was the flagship of the whole fleet, put up these signals, "Go to general quarters." So that meant that the people were going the other way too. Lt [Carleton E.] Simensen did quite a job of turning some of the sailors around, and we went up in the director. [On the way up the mainmast tripod, Lt Simensen was killed.] He caught a burst through the heart and almost knocked me off the tripod because I was behind him on the ladder, and I boosted him up in the searchlight platform and went in to my director. And of course when I got up there, there were only seven or eight men there, and I thought we were all going to get cooked to death because I couldn't see anything but fire below after a while. I stayed there and watched this whole attack, because I had a grandstand seat for that, and then it got pretty hot. Anyway, the wind was blowing from the stern to the stem and I sent the men down and got those men off. Then I apparently got knocked off or blown off.

I was pretty close to shore ... There was a dredging pipeline that ran between the ship and Ford Island. And I guess that I was only about 25 yards from the pipeline and 10 yards from Ford Island, and managed to get ashore. I wasn't so much covered with oil. I didn't have any clothes on. [The burning fuel oil] burnt all my clothes off. I walked up to the airfield which wasn't very bright of me, because this was still being attacked at first. I wanted to get a machine gun in the administration building but I couldn't do that. Then I was given a boat cloak from one of my men. It was quite a sight to see 400 or 500 men walking around all burnt, just like charred steak. you could just see their eyes and their mouths. It was terrible. Later I was sent over to the island and went to the Marine barracks and got some clothes.

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