By 8:30 A.M., the attacking planes had spent their ammunition and departed. Fearing that another assault would come, the surviving Americans desperately raced to set up antiaircraft guns and other defenses. Their fears were confirmed when, shortly before 9:00 A.M., a second wave of Japanese planes, consisting of 175 bombers and fighters, appeared and mercilessly resumed the assault. The Pennsylvania, Cassin, Downes, Shaw, and several other American ships now suffered serious damage. In addition, some of the attackers flew low and fired at people running along the ground, killing many, including several civilians.

When the Japanese finally withdrew at about 10:00 A.M., Mitsuo Fuchida continued to circle overhead, photographing the results of the raid. He later admitted:

A warm feeling came with the realization that the reward [of all the planning and training] . . . was unfolded before my eyes. I counted four...