Though the actual idea of the attack was very simple, just fly into Taranto and torpedo the Italian fleet, the plan behind its execution was complex indeed. Six groups of British warships and four convoys of merchantmen were to have their movements co-ordinated in an operation that stretched from Gibraltar to the coasts of Greece and Turkey. There were five main tasks to be accomplished; the Mediterranean Fleet was to be reinforced by warships from England, a convoy would be pushed through to Malta, other convoys would take supplies to Greece and Crete, empty merchantmen would be brought back to Alexandria and Taranto would be attacked. A total of two aircraft-carriers, five battleships, ten cruisers, thirty destroyers, four armed trawlers and a large number of merchantmen would take part. The naval forces were arranged as follows:-

Force A: Battleships Warspite, Malaya, Valiant, aircraft-carrier Illustrious, 2 cruisers and 13 destroyers. This force would cover convoy MW3 going to Malta, rendezvous with Force F, then detach Illustrious and 4 cruisers for the Taranto attack.

Force B: Two cruisers (Ajax and Sydney) would take troops and supplies from Port Said in Egypt to Suda Bay in Crete. First Sydney, later Ajax would then join Force A.

Force C: One cruiser (Orion) would take RAF supplies and personnel to Piraeus in Greece and then go on to Suda Bay.

Force D: Battleship Ramilles, two anti-aircraft ships (Coventry and Calcutta) 13 destroyers, 2 armed trawlers and 1 minesweeper. Part of this force would help escort convoy MW3 to Malta and later ME3 to Alexandria.

Force F: Battleship Barham, 2 cruisers and 3 destroyers (3 more destroyers were temporarily attached from Force H). This force consisted of reinforcements for the Mediterannean Fleet.

Force H: Aircraft-carrier Ark Royal, cruiser Sheffield and 5 destroyers sailing out of Gibraltar would escort Force F as far as the island of Malta.

The merchant ships were gathered into four convoys:-
Convoy AN6: Three merchantmen and two armed trawlers were to take petrol and bunker fuel from Port Said to Greece.
Convoy MW3: From Alexandria, five ships to Malta and two to Suda Bay, Crete.
Convoy ME3: Four empty, fast transports returning from Malta
Convoy AS5: Empty merchantmen returning from Greece and Turkey to Egypt.

Though a highly complicated series of movements needing great co-ordination, the very complexity caused great confusion within Supermarina, the Italian Naval Command, and at no point did the Italians have a clear picture of what was going on. This confusion was compounded by the striking lack of success of Italian aerial reconnaisance. Although their pilots often flew with courage and determination, their planes were generally obsolescent and no match for the radar directed British Fulmar fighters sent up from the carriers to intercept them.

On the afternoon of November 10th, 1940, HMS Illustrious, four cruisers and four destroyers detached from forces A and F and steamed north-east in the direction of the Greek island of Cephalonia. A further force of three cruisers was to make a series of diversionary attacks on Italian shipping in the waters between Italy and Albania. At 9.00PM on the evening of the following day at a point not far from the western end of Cephalonia, Illustrious turned into the wind and began to launch her planes. A mere 21 Swordfish were available to the British that night and they were launched in two waves with a little over an hour separating them. The first wave was led by Lt. Commander K. Williamson and consisted of six torpedo armed Swordfish, four more armed�with either bombs or a mix of flares and bombs and two carrying only flares. The Swordfish carried a crew of two that night, a pilot and an observer, the normally carried gunner being left behind in favour of a large auxiliary petrol tank that was located next to the observer. The first wave took off uneventfully and slowly climbing, the planes straining under the weight of weapons and extra fuel, headed for Taranto. At first they flew through thick clouds and all flying was done by instrument, then after about 30 minutes in the air and at about 7,000ft they arrived above the clouds into a clear sky lit by a crescent moon. It must have been bitterly cold in the open cockpits of the Swordfish as they rumbled on their way but the aircrew probably didn't complain, they knew where they were going was sure to be very hot indeed.�

Although the Italians had no radar they did have a fairly effective accoustic early warning system that detected the noise of aero-engines at quite long distances and the Royal Navy aircrew knew they had no chance of achieving complete surprise. Taranto was a heavily defended anchorage, its defenders at wartime readiness levels, well trained and with plenty of ammunition. Around the harbour the Italians had positioned a formidable array of anti-aircraft weapons. There were 21 batteries of four inch guns, 84 anti-aircraft cannon of 20-37mm in calibre and 109 machine guns. Complementing the land-based guns were 22 large searchlights capable of either illuminating planes for the guns or dazzling attacking pilots and spoiling their aim. Originally, 90 barrage balloons had been deployed across the harbour in three rows. Tethered by steel cables which could shear the wings off unwary planes, they considerably reduced an attackers room for manoeuvre. Luckily for the British a lack of hydrogen had meant that only 30 balloons could be deployed on the night. The British pilots, however, were unaware of this. Apart from the land-based guns, the British had to contend with the guns of the Italian fleet. There were 6 battleships, 7 cruisers and 28 destroyers in the inner and outer harbours of Taranto and together they mustered more than 600 anti-aircraft weapons. As a final defense 4,600 yards of heavy steel-mesh anti-torpedo nets were slung across much of the harbour. The British had their work cut out.

By the time the first wave reached Taranto, the air-raid sirens had already sounded three times. The first two had been false alarms but they ensured that everyone in the harbour was wide awake when the British planes arrived. One Swordfish had lost contact with the other planes just after take off and had reached Taranto thirty minutes before the others. The pilot Lt. H.Swayne circled the target until the others caught up, his movements provoking the Italian guuners into frenzied attempts to bring him down. As the remainder of the first wave approached they could see the sky above Taranto criss-crossed with tracer fire and the bursts of heavy anti-aircraft guns. Into this cauldron they flew their fabric covered biplanes. The first planes into action were the flare carriers who dropped a line of magnesium parachute flares over the harbour, illuminating the Italian ships for the torpedo�planes. Then came Lt. Com. Williamson's Swordfish. Approaching from the west he turned south-east as he flew over San Pietro Island, barely missing a ballon cable as he came up on Conti di Cavour and dropped his torpedo from a height of thirty feet. As he banked away his Swordfish was hit by machine gun fire and crashed into the sea. Both Williamson and his observer survived and were captured by the Italians. His torpedo just missed a destroyer and went on to hit the Cavour about halfway between the bridge and the B turret. Water poured into the stricken ship and she began to sink. Two more Swordfish flew a similar course to Williamson but slightly to the north. Both loosed their torpedoes at the Cavour, but both missed. The two planes turned and flew through the anti-aircraft fire unscathed. The fourth plane to make its run came in over San Pietro Island and then dived to the right, between the city of Taranto and a line of anchored cruisers that blazed away at him as he passed. He saw the Littorio in front of him and at a thousand yards from the ship dropped his torpedo. The torpedo struck home and the Littorio's starboard bow was torn by a 49ft by 32ft hole. Lt. Swayne, the pilot who had arrived early, now made his run. He came at the Littrio from the other side and 400 yards out dropped his torpedo. It struck the Littorio on the port quarter and opened a hole 23ft by 5ft. After two hits in such quick succession the Littorio started to go down. The last torpedo armed Swordfish in the first wave was piloted by Lt. M. Maund. He came in from the north-west, jinking and jerking as much was possible with a full load of weapons, desperately trying to avoid the ferocious fire of the Italian gunners who had already seen three torpedoes find their targets. 1,300 yards ahead Maund saw what was probably the Vittorio Veneto and he released his torpedo. The Swordfish, lightened by the dropping of the torpedo, leapt forward and at maximum speed raced through the anti-aircraft fire and out to the the safety of the open sea. The torpedo missed. The results from the four bomb carrying planes were disappointing. Although all four pilots daringly pressed home their attacks, two completely missed their targets and one landed a bomb on an Italian destroyer only for the bomb to fail to explode. The fourth pilot Sub. Lt. W. Sara dropped his bombs on the hangars of the Italian seaplane base causing great destruction.

Barely 40 minutes after they had arrived the first wave, for the loss of one plane, had hit two battleships and the seaplane base and turned back home to the Illustrious. Now it was the turn of the second wave.

The second wave of nine Swordfish was led by Lt.Commander 'Ginger' Hale and it had an unlucky start. As the final two planes, L5F and L5Q,� were taxiing on the flight deck their wings happened to lock and despite the best efforts of the fitters and riggers to separate them, L5F suffered torn fabric on the wing and a broken strut. L5Q appeared to be undamaged and it took off. L5F was taken down to the hangar deck where a team of riggers tried to repair the damage in time for the plane to join the raid. L5Q, however, had been damaged and in the excitement of the moment this had escaped notice. A few miles from Illustrious, the auxiliary petrol tank fell off and the engine cut out. The pilot was able to restart the engine but had no choice but to return to the carrier where enthusiastic gunners on the escorting cruisers almost shot him down. After withdrawing and firing a recognition flare he was able to land safely. Meanwhile L5F had been repaired in just over 20 minutes, had taken off and was now flying for Taranto. Around midnight, 30 minutes after the last plane of the first wave had turned for home, Lt. Comdr. Hale and his seven planes appeared over Taranto. The Italians had heard them coming and they were met by a hail of anti-aircraft fire that was, if anything, more intense than that which had greeted the first wave. Again the flare-carrying planes went in first and again the harbour was lit up in a magnesium glow. The planes had carried a mix of flares and bombs and after lighting the harbour with their 24 magnesium flares they flew over the Italian oil storage tanks onto which they dropped their bombs. The oil storage depot started to burn. Hale came in next flying over to the north shore of the harbour and then turning south-east towards the line of battleships. From a height of 30ft and 700 yards out, Hale dropped his torpedo at the Littorio. Sharply turning and climbing Hale somehow managed to avoid the anti-aircraft fire and barely missed the cable of a barrage balloon. He headed back out to sea. His torpedo hit the Littorio blowing a third massive hole in her side. Hale was followed by the Swordfish piloted by Lt. G. Bayley and his observer Lt. H.�Slaughter. As they flew over the Italian cruisers they disappeared, probably victims of anti-aircraft fire. The following day Bayley's body was recovered from the sea. There was no trace of Slaughter. The Swordfish of Lt. Lea attacked next and after turning a full circle in which to lose height he came in very low. He saw the Duilio ahead of him dropped his torpedo and hit the battleship 30 feet below the waterline. A hole 36ft by 40ft was opened in her hull. Lea's Swordfish sped away just above the surface of the harbour and as he passed between the cruisers Fiume and Zara, the two ships fired on each other in their eagerness to bring him down. The crew of the Duilio ran her aground on a beach to stop her sinking. The remaining two Swordfish made torpedo runs on the Veneto, neither scoring a hit although one of the pilots remembered flying over an anti-aircraft barge so close he could feel the heat from the guns' muzzle blasts. The other aircraft had one of its ailerons shot to pieces and a hole about 3ft by 1 1/2ft blown in the lower wing. Only the legendary, in this case miraculous, sturdiness of the Swordfish was able to bring the plane safely back to the Illustrious. As the planes of the second wave were heading for home L5F, the aircraft damaged in the flightdeck collision, appeared. This Swordfish was piloted by Lt. E. Clifford and armed with bombs. Clifford aided by the light of the burning seaplane hangars, spotted the cruiser Trento and made a dive-bombibg attack from 2,500ft. None of his six� bombs� exploded, though one hit the Trento and ruptured her oil tanks from the force of the impact. Clifford also departed unscathed.�

Back on Illustrious, everyone nervously waited. Carrier deck landings are fraught with danger at the best of times, but at night with combat fatigued pilots and possible anti-aircraft fire damage were even more so. The arranged rendezvous time was 1.00am, but the Illustrious was ordered to withdraw if any threat were detected from Italian submarines, aircraft or surface units. It was quite possible that the Swordfish might make their way to the rendezvous and find their deck had gone. One o'clock came and went with no sign of the Swordfish on the carrier's radar screens. The crew waited in silence. Then almost 15 minutes later the first blip appeared on the screen, then another and another. At 1.20 the first of the first wave successfully landed and was followed by all the other planes of the first wave save that of the flight leader, shot down over Taranto. By the time the first wave had been recovered Hale and the second wave had arrived and were waitng their turn to land. All landed safely, the last to land being L5F, which had been the last to take off.�

The cost in human life had been surprisingly light and nothing compared to some of the other great naval engagements of the war. The Royal Navy had lost two men killed and two more taken prisoner-of-war. The Italians had lost a total of 40 men; one on the Duilio, sixteen on the Conti di Cavour and twenty-three on the Littorio. The Littorio was to be out of action for five months, the Duilio for six months, and the Conti di Cavour was� still being repaired when Italy surrendered. The Trento was out of commission for months from the damage of the single unexploded bomb. Perhaps as important as the physical damage done to the Italian warships was the psychological damage. Taranto, the main offensive base of the Royal italian Navy had been shown to be insecure. The day after the raid Supermarina ordered the Vittorio Veneto and the Giulio Cesare to sail north for the port of Naples, where they would be safer. They would also be so far away from the important sealanes as to pose almost no threat to the British. The Italian fleet did fight other actions against the British, the largest being at Cape Matapan, but the raid on Taranto effectively ended any hope the Italians had of actually turning the Mediterranean into the� Mare Nostrum so beloved of Fascist propaganda. For the Royal Navy it had been a good night's work.