In Harm's Way (1965)

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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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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[Powell has just discovered that Eddington has flown off on a suicide mission]
Commander Egan Powell: You mean you just gave him a plane without checking with Operations?
Sailor: Sir, Captain Eddington is Chief of Staff; sir, he *is* Operations.

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John Wayne was suffering from lung cancer and by the end of filming he was coughing up blood. Two months after filming ended his entire left lung and several ribs were removed.
The original Clemson-class destroyer DD-298 was the USS Percival (commissioned 1920, decommissioned 1930). Its first commander was Commander Raymond A. Spruance who lead the 5th Fleet in WWII.
According to John Huston's autobiography, this is the movie that nearly drove Tom Tryon out of the acting business. He had heard rumors of Otto Preminger's demanding nature, and was understandably nervous. Preminger saw this, and instead of trying to reassure the agitated Tryon, first chewed him out for his fears in front of other cast members, then walked behind him and screamed "RELAX!" in his ear. Tryon reportedly almost quit that day, but castmates talked him out of it.
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