When retired Navy Lt. Cmdr. Otis Kight
remembers the Battle of Midway,
he remembers the silence.

A deafening silence.

The 83-year-old Virginia Beach man served on the USS Yorktown during World War II's pivotal naval battle in June 1942.

That silence came after his Newport News-built aircraft carrier went dead in the water.

It continued as the 809-foot ship sank below the water, its battle flags still flying.

June 2007 marks the 65th anniversary of the battle.

Partly because he is a member of the ever-shrinking pool of Midway veterans, Kight was honored this week by military members, veterans and defense contractors attending a military symposium in Virginia Beach.

Two years ago, 700 Midway veterans remained, said Jon Youngdahl, who maintains a database of them for Naval Support Activity Washington. Today there are 340. Nine live in Hampton Roads.

Reunions of Kight's unit grow smaller every year. Of the 138 sailors in his unit at Midway, 17 are left, Kight said. Only seven were well enough to make it to the last reunion. "A good bunch of guys," Kight said, remembering them as they were 65 years ago. "The Navy suited us well."

Kight joined the Navy on July 29, 1941. He wanted to see the world, learn something new and make the $21 a month the service promised. On Dec. 7, as Pearl Harbor was attacked, Kight was waiting to officially report to the Norfolk-based USS Yorktown.

The sailors didn't know what the attacks would mean for them, so Kight filled his time getting to know his new home. "It was so big. You learn where your duty station is, your general quarters station, your bunk and the mess."

Within 10 days Kight was at sea. In early May 1942, he got his first taste of combat when, in the Battle of the Coral Sea, he realized "somebody is actually trying to kill me."

That Pacific battle against the Japanese became the first naval engagement conducted exclusively by carrier-launched fighter planes.

On May 27, 1942, the Yorktown, "trailing a 10 mile long oil slick, limped into Pearl Harbor under its own power," writes Craig L. Symonds in "Decision at Sea, Five Naval Battles That Shaped American History."

"The Yorktown ... received a near mortal wound ... when a Japanese dive-bomber ... dropped a 551-pound semi-armor piercing bomb onto her wooden flight deck."

Kight said the ship wasn't even tied up before Adm. Chester Nimitz, the fleet commander, was on board.

"We knew something was up. There was a four-star on board and we were getting fixed up quick. When you get a 90-day repair in 3 1/2 days, you sort of get the idea that they don't want you there because you were needed somewhere else."

They were needed at Midway, a strategic atoll the Japanese wanted to control to solidify their gains in the Pacific.

The Yorktown pushed away from Pearl Harbor on May 30.

At dawn on June 4, 1942, Yorktown fighter squadrons began to launch.

Kight, who was a plane pusher on the ship - one of the men who literally pushed planes into place to launch - said the morning seemed like any other. But the Yorktown's planes were helping to devastate Japanese ships nearby. Similarly, Japanese dive-bombers were getting close, trying to hurt the Yorktown -which they did.

One bomb "blasted a hole about 10 feet square in the flight deck," according to Navy history records. Another "pierced the flight deck and ... ruptured the uptakes for three boilers, disabled two boilers ... and extinguished the fires in five boilers. A third bomb hit the carrier from the starboard side."

With each hit, Kight said, "it feels like you've run aground."

It stops you. You look around, then keep on working.

Kight was soon told to help clean up some of the mess the bombs left. He was sent below deck - where the bombs penetrated - with a body bag and a garbage bag.

"If it was metal or cloth, you put it in the garbage bag. If it looked like a piece of a shipmate, you put it in the canvas bag."

There was no time to mourn.

"If somebody died, they died. There wasn't much time for chest beating."

The ship survived those first attacks, but was permanently crippled when two torpedoes "tore into her port side within minutes of each other," according to the Navy history. The Yorktown was "mortally wounded. She lost power and went dead in the water."

Everyone on board knew it was bad.

"The most horrible question you can ask aboard a ship is, 'What's that silence?'" Kight said.

Silence came when the propellers stopped churning. There was no vibration, no hum. The Yorktown started to list heavily to one side and an evacuation was ordered. Some sailors lowered themselves to the water from ropes tied off at the flight deck.

Kight walked down to the corner of the hangar deck at the water level and "just walked out into the water."

He was in the water for two hours before getting rescued. The Yorktown, though, stayed afloat and salvage crews were sent back to the ship to try to save it. It looked like the effort would pay off. But at sunrise on June 7, another two torpedoes hit the ship, according to the Navy history, and the "Yorktown rolled over on her port side and sank by the stern."

When people ask Kight about the Yorktown, he tells them about the silence. But he also tells them about the fighter pilots he saw launch in the morning, never to return - those who survived the battle landed on other carriers. He tells them about the bravery of the sailors. And he tells them about the importance the Battle of Midway played in the war.