Despite a crowded cast of famous actors, this WW II adventure falls flat because of its claustrophobic sets, cliche dialog, and hackneyed story. MIDWAY's best action sequence is the bombing run on Tokyo during the opening credits, which is lifted wholly from the black-and-white film THIRTY SECONDS OVER TOKYO, tinted in red for insertion in this color production. The overlong story concerns events leading up to and including the Battle of Midway (fought in June 1942), when planes from US carriers utterly destroyed a Japanese invasion fleet, sinking four enemy carriers. A corny subplot deals with Capt. Matt Garth (Charlton Heston), whose ensign son, Tom (Edward Albert, in a ludicrous casting choice), wants to marry a Hawaiian woman of Japanese descent. Henry Fonda does an admirable job in the role of the stoic Adm. Chester W. Nimitz, and Glenn Ford is above average as Rear Adm. Raymond Spruance, the man who led the American carriers to victory. The film is bloated with cameo appearances, though all of the actors are worth watching, if even for just a few minutes. Hal Holbrook is probably the most likable as the unorthodox Navy officer who breaks the Japanese code; Robert Mitchum appears, in only two scenes, as the sickly Adm. Halsey; and Toshiro Mifune, dubbed in English by announcer Paul Frees, gets some mileage out of his role. The battle scenes were very obviously shot in miniature, and the film's big draw, the "Sensurround" sound system, provided nothing more than exaggerated battle noises that annoyed audiences instead of enhancing the production. Not surprisingly, the effect is lost on videocassette.