0800 Hours, 11 November 1942, Norfolk, Virginia – It had taken six weeks of hard labor to repair battle damage from OPERATION PODIUM and make the necessary upgrades but the work was done and HMS Illustrious was returning to the war. For the second time in the war, the aircraft carrier departed the repair facilities of Norfolk, Virginia, this time accompanied by the new battleship USS Alabama, the light cruisers USS Cincinnati and USS Milwaukee, the gunboat USS Erie, and six destroyers. As soon as she was clear of the southern end of the Chesapeake Bay and in open ocean, flight operations commenced. Illustrious’ air group had been training hard with the escort carrier USS Avenger and the 54 factory fresh aircraft – 36 Grumman Martlets and 18 TBF Avengers (Tarpons in the Royal Navy) recovered aboard their parent carrier without incident. During their flight out to their ship, the FAA pilots caught a glimpse of the future when they overflew the new aircraft carrier USS Essex underway conducting sea trials.
As soon as the planes were onboard, the task force turned south for the Panama Canal. HMS Illustrious was headed for the South Pacific to replace USS Yorktown so she could return to the United States for a much-needed refit. USS Alabama was using the voyage south as her post commissioning shake down cruise and after seeing Illustrious to the canal, she would then head north for Casco Bay, Maine and then to Scapa Flow for duty with the Royal Navy’s Home Fleet.