Operation "Flintlock"
Again 5th Fleet Flagship, Indianapolis rendezvoused with other ships of her task force at Tarawa, and on D-Day minus 1, (31 January 1944) she was a unit of the cruiser group that bombarded the islands of Kwajalein Atoll. The shelling continued on D-Day with Indianapolis silencing two enemy shore batteries. Next day she obliterated a blockhouse and other shore installations and supported advancing troops with a creeping barrage. The ship entered Kwajalein Lagoon 4 February and remained until all resistance disappeared.
During March and April of 1944, Indianapolis, still flagship of the 5th Fleet, attacked the Western Carolines. Carrier planes struck at the Palau Islands 30-31 March with shipping as their primary target. They sank 3 destroyers, 17 freighters, 5 oilers and damaged 17 other ships. In addition, airfields were bombed and surrounding waters mined to immobilize enemy ships. Yap and Ulithi were struck on the 31st and Woleai on 1 April. During these 3 days, enemy planes attacked the U.S. fleet but were driven off without damaging the American ships. Indianapolis shot down her second plane, a torpedo bomber, and the enemy lost 160 planes in all (including 48 destroyed on the ground). These attacks successfully prevented enemy forces from the Carolines from interfering with the U.S. landings on New Guinea.
The force returned to Majuro in the Gilberts on 6 April. Indianapolis arrived back in Pearl Harbor on the 14th, where Admiral Spruance began planning the conquest of the Marianas. It was sometime after her return in April that Indianapolis received her "dazzle" camouflage paint scheme.

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