EP12's action is mostly set in Micronesia's Gilbert (now Kirabati) and Marshall Island groups in late 1943 and early 1944, a Pacific theater of special interest to Henry Salomon. Both he and History of United States Naval Operations in World War II author Samuel Eliot Morison participated in the US Navy's Gilbert and Marshalls operations and then co-wrote the relevant chapters in HUSNO's Volume VII, a foundation for this Victory installment.

EP12's special distinction is that much of its footage was shot for 20th Century-Fox's wartime documentary The Fighting Lady, released in December 1944. Its director was Edward Steichen, then leading the Navy's Aviation Photography Unit. The Fighting Lady gave audiences a one-hour Technicolor look at aircraft carrier action in the Pacific, most of the scenes being shot aboard the then-new USS Yorktown. The ship, with its ninety-plus planes, had traveled from Norfolk to Pearl Harbor via the Panama Canal in July 1943, and then attacked Marcus Island (now Minami-Tori-Shima), less than 1,200 miles from Tokyo, the following month. The Yorktown—identified in the film only as “The Fighting Lady”—then joined Task Force 15 for November 1943 assaults on the Gilberts, including Makin and Tawara. Following a return to Pearl Harbor, the Yorktown participated in January 1944's “Operation Flintlock” targeting the Marshalls’ Kwajalein, Eniwetok, and Majuro atolls.

The Fighting Lady grossed nearly $1 million and earned an Academy Award for Best Documentary Feature. EP12's borrowed Fighting Lady foot-age—” duped” from color to black-and-white—includes daily routine activi-ties above and below deck, combat scenes, and numerous plane launches and landings. For EP12, Bennett had Rodgers's new CARRIER theme, his tenth-completed, with its two complementary melodies and sparing indica-tions of harmony. Rodgers later described what his two tunes were portray-ing: “You may not have the surrey with the fringe on top, but you have a carrier with airplanes on top. And this is what you do: I wrote a contrapuntal theme for the carriers. And what I did was write a very simple, low-lying melody for the carrier, and the counterpoint … for the airplanes, was stac-cato and sharp. And they worked together.”

Though CARRIER isn't as omnipresent here as Rodgers's D-DAY is in EP15, this installment is still a fine example of Bennett's resourceful trans-formations of sixteen Rodgers bars. The one other Rodgers theme here is HAWAII, used for the brief Pearl Harbor segments.