Fresh from their stunning victory at Midway, the Allied forces were on the offensive. The invasion of Guadalcanal has been a total surprise to the Japanese. The airfield then under construction was now in Allied hands. The Allied forces were initiated in the art of night surface combat at the Battle of Savo Island with sobering results. Some measure of success was scored at the Battle of Cape Esperance where Admiral Scott had succeeded in crossing Rear Admiral Aritomo Goto's "T". Still the Japanese ruled the night, making supply runs under cover of darkness and bombarding the Allied positions on a regular basis. The Allied forces would land in the daytime and hightail it out of range before night fell and before the "Tokyo Express" showed up.

The Marines on Guadalcanal were under constant attack, and needed adequate supplies before any offensive operations could be a success.  On October 25 - 27, 1942 the Marines on Guadalcanal endured the worse shelling yet by the IJN Battleships Kongo and Harana. The Tokyo express runs had been stepped up in preparation for a November land offensive, and reports were coming in from coast watchers and intelligence sources of a large naval force making it's way towards the lower Solomon's.

Admiral Kelly Turner was in charge of the amphibious forces in the area, and had just landed fresh supplies when the word of the approaching Japanese forces reached him. It was decided to suspend unloading and depart for safer waters. Turner left Admiral Daniel J. Callaghan in charge of the task force hastily assembled to blunt the oncoming forces. Turner seems to have chosen Callaghan by his seniority, over Admiral Norman Scott. He had held his rank one day longer then Scott, but did not have the war experience of his subordinate. Scott had commanded an American Task force to victory at the Battle of Cape Esperence on October 11, where the American cruiser-destroyer force prevented the Japanese from bombarding Henderson Field.

Callaghan also chose the USS San Francisco as his flagship for Task Group 67.4, because he had commanded it earlier in his career. This proved to be a poor choice as the San Francisco had only primitive radar and had been damaged in an air raid that took out her aft fire control on the 12th. His force was composed of eight Destroyers and five Cruisers, arranged in a single column. After escorting the transports out of Iron Bottom sound and around the north side of Guadalcanal, he returned to intercept the Japanese force reported to be approaching the Island.

The Japanese Forces

Meanwhile the Japanese under Admiral Hiroaki Abe had assembled a force of Two Battleships, one light Cruiser and a herd of eleven Destroyers with their deadly Long Lance torpedo's. Abe knew that an American task force was in the area, but he expected that as before the enemy would be gone by nightfall, as was their usual practice. Even if the Americans were still there Abe was determined not to be caught off guard like Admiral Goto had been a month before at Cape Esperance.

The Japanese raiding force had arranged his ships in a protective ring around the two Battleships, Hiei, and Kirishima. Admiral Susumu Kimura commanding  Light Cruiser Nagara as flagship of Destroyer Division 10 with six destroyers  Akatsuki, Inazuma, and Ikazuchi on the starboard and Yukikaze, Amatsukaze, and Teruzuki on the portside.. Five Destroyers in a "V" formation swept the waters ahead of the formation.

 The Hiei had launched a seaplane earlier that had reported the presence of "more than a dozen" warships off Lunga Point. Under cover of bad weather Abe's forces came down on the west side of Savo Island, preparing to turn east towards Cape Esperence. Unfortunately the lookouts could see neither Savo nor the signal fires that were set up by the Japanese Army forces on Guadalcanal. Abe was forced to reverse course, breaking radio silence to alert all the ships. The turn was accomplished successfully but the formation became disorganized in the process. The five destroyers that used to be ahead were now behind the formation and had broken into two groups, with three Destroyers, Asagumo, Murasame, and Samidare crossing behind the main formations from the starboard flank over to the port flank. The other two Destroyers in that group, the Yudachi, and the Harusame, were trying to find the other three and were passing the main formation on the starboard side. This was the way the formation was when they encountered the American Task force.
 

The American forces were arranged in a single column, for better tactical control and to ease navigation in the confining waters around Guadalcanal. This formation had been successfully employed by Admiral Scott at the Battle of Cape Esperence. Callaghan's Task force was composed of Thirteen Ships, eight Destroyers and five Cruisers. The first four Destroyers were the Cushing, Laffey, Sterett, and the O'Bannon. The Cushing was a Mahan Class DD armed with 4 5" guns and had the older SC-1 radar, however it had been acting up and was not considered to be reliable. The Laffey was a Benson Class (Bristol) Destroyer only a year old. The Sterret was a Benham Class Destroyer armed like the the others with four 5" inch guns. The next in line was the brand new DD, the O'Bannon with five 5" guns and the newer SG radar, she would have been the logical choice to lead the formation..

The Cruisers were led by the Atlanta, a 6,000 ton San Diego Class Light Cruiser designed primarily to combat aircraft, not surface ships. She had a rather potent arrangement of sixteen 5in guns, but only fire control radar was fitted. Admiral Scott flew his flag aboard the Atlanta. Next in line was the San Francisco, a New Orleans Class Heavy Cruiser at just under 10,000 tons. San Francisco carried nine 8" guns in three turrets, with eight 5 inch 25 caliber open mounts as secondary armament. Following behind was the Heavy Cruiser Portland, she was armed identically to the San Francisco, but she also carried SG radar on her large tripod mast. The Helena, a St Louis Class Light Cruiser of 10,000 tons followed with her fifteen 6 inch rapid firing guns. The Helena carried the latest in radar technology and  was the first to detect the Japanese force. Bringing up the rear of the Cruisers was the Juneau another San Diego Class Light Cruiser, armed like her sister up front, but carrying a newer radar set. The Juneau is probably best know for the five Sullivan brothers that were all part of her crew.

The rearguard Destroyers were the Arron Ward, a Gleaves (Livermore) class and a veteran of the fighting around Guadalcanal. Next the Barton a sister to the Laffey almost indistinguishable to the other three. Following behind was the Monssen a Gleaves class Destroyer similar to the other three Benson- Gleaves Class DD's , but with two torpedo launchers instead of one. The last ship in line was the Fletcher sister to the O'Bannon and also carrying the latest in radar technology.

As Thursday faded into Friday the American Task Force entered Iron Bottom sound from the south. Thirteen ships on Friday the 13th set a course at 280 degrees speed 18 knots when at 0123 the Helena picks up a blip on her radar.