In Harm's Way (1965)

Clayton Canfil, Australian Coastwatcher: There's a way to find out what the Japs are up to; but I'll have to do it myself. I used to run a plantation on Gavabutu; I know that island like the back of my hand. Have one of your subs put me ashore there and in two weeks, I'll be able to tell you just what our little yellow brothers are up to.
Rear Admiral Rock Torrey: All right, Mr. Canfil; but be careful, we can't afford to lose you.
Clayton Canfil, Australian Coastwatcher: [Grinning] I'm not planning on getting lost, Admiral.

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U.S. Army Air Corps Major, Liz Eddington's Lover: [searching the skies with a hand over his eyes; spots the first six planes] My God, they're Japs.
Liz Eddington: What?
U.S. Army Air Corps Major, Liz Eddington's Lover: They're Japs... MY GOD, THEY'RE JAPS!
[Exeunt, hastily, getting strafed all the way]

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Col. Gregory: Sir, I can't put up all of my men unless we get at least five more transports.
Rear Admiral Rock Torrey: Well, aren't there any more R4D's on Tulabonne?
Col. Gregory: Yes, but they're held in reserve.
Captain Paul Eddington: Reserve! What... for?
Col. Gregory: That's the way Admiral Broderick has things organized.
Captain Paul Eddington: What happens if an R4D conks out?
Col. Gregory: Tulabonne sends us a spare until we get it fixed.
Captain Paul Eddington: Five of 'em just conked out, Gregg.
Commander Egan Powell: Let's relay the sad news to Broderick!
Rear Admiral Rock Torrey: Mr. Canfil, you seem to have fallen in among thieves!
Clayton Canfil, Australian Coastwatcher: It does seem so, Admiral, I'm very happy to say!

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The fictional ship in the movie is a composite of several WWII cruisers. 1. The USS Salt Lake City was known as the "Swayback Maru". The ship in the movie and in the novel the movie is based on was known as "Old Swayback". 2. The USS San Francisco was the flagship of a squadron of ships in the famous naval battle of November 12, 1942, in the Solomon Islands area. The fictional ship in the movie was also the flagship of a squadron of ships in an important naval battle. 3. The two ships mentioned above survived WWII. The fictional ship in the movie was sunk, so it could also be based on any US Navy cruiser that was sunk during the Solomon Islands campaign.
In addition to John Wayne, Franchot Tone was also suffering from lung cancer during filming.
The naval battle sequences were done with models that were so large in scale (for the sake of greater detail) that they could be operated from the inside.
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