I can't help but agree with most of the other comments: the sloppy production values, the scenes "borrowed" from better movies, the countless anachronisms, the distracting subplot about Lt. Garth and his Japanese girlfriend, and so on. But for me, this movie has two strong points in its favor. One, when they get around to the actual battle, they follow the history with surprising accuracy. (The "Pearl Harbor" makers could have learned something from this one.) So the movie's hard to follow? So was the actual battle! Personally, I think they did a pretty good job of keeping the flow coherent while still remaining faithful to its source material.
The second thing in its favor is that, from the moment I first saw it in the theater as a 10 year old, it ignited in me a passion for the Battle of Midway that remains to this day. I can't think of any other movie that even comes close to getting me as hooked on its subject as this one. Maybe it's a good thing I first saw it when I was young, when I was much less discerning about production values, etc. That way, I could concentrate on the story itself.
If you have even the slightest interest in military history or even in important historical events in general, do yourself a favor. Watch "Midway" to get an overview of the event (fast-forward over the love-story scenes if you like), then go read "Incredible Victory" by Walter Lord (which is a better book than the one for which he is most famous, "A Night to Remember"). You won't be sorry.
