"Action over Rabaul, December 1943: Major Marion E. Carl, commander of Marine Fighter Squadron VMF223, flying escort for Marine B-25 bombers. A Japanese 'Tony' jumps the bombers, and Carl closes in. The Japanese plane is hit on Carl’s first pass, hence the name of the image: 'Those Clouds Won’t Help You Now.' For Maj. Carl, later General Carl, it was his seventeenth victory.

"I have tried to capture the proud heritage of Marine aviation with this image, as well as pay tribute to General Marion E. Carl, a man I believe typifies the best of Marine aviation." - William Phillips