On March 19, 1945, the USS Franklin was about 50 miles off the Japanese coast when an enemy plane hit the carrier with two 500-pound bombs. In the Franklin's No. 1 fire room was Saul Gill, 17, who'd grown up on a farm near Alta Vista, Va.

It was 7:09 a.m., recalled Gill, now 72 and a Fairfax County resident. "I knew we'd been hit. There were 26 planes on the flight deck. All those planes were loaded with ammunition and rockets, with extra gasoline tanks on each plane. I could feel the whole ship shake. Smoke started coming down through the ventilation system. We were listing quite a bit. We just figured the ship was going to tip over and that would have been it."

The bombs penetrated to the hangar deck, killing everyone inside; in the mess hall, men who had been waiting in line for breakfast were dead. So were the 19 men in sick bay, said Gill.

But the senior chaplain, Cmdr. Joseph T. O'Callahan, a former Georgetown and Holy Cross mathematics and philosophy instructor, "was everywhere that day," recalled Gill. "I went on the flight deck where they were fighting the fire, and O'Callahan was manning hoses, he was in the gun mount throwing ammunition out with his bare hands." And giving last rites to dying men.

A Methodist, Gill had sought out the Catholic chaplain when he wanted to talk. "He was a likable guy," said Gill. "He was the type of guy you could talk to, just like you'd known him all your life."

O'Callahan became the first military chaplain to be awarded the Medal of Honor. Gill and several of O'Callahan's other shipmates will be on hand to honor his memory as part of the National Memorial Day Concert, to be televised at 8 p.m. on WETA and MPT.

There were many heroes that day in 1945 -- Lt. Donald A. Gary, who saved hundreds of men trapped below decks, also was awarded the Medal of Honor -- and many victims, too. Nearly one-third of the 3,300-man crew were killed or wounded.

Meanwhile, the damaged ship drifted toward Japan. "We were dead in the water," Gill recalled vividly, "and the Japanese were trying to finish us off."

Then the USS Pittsburgh began towing the damaged vessel, and Gill said he and others got the power started. Big Ben eventually made it back to Hawaii and then to Brooklyn Navy Yard. The ship, built by Newport News (Va.) Shipbuilding in 1944, was the most decorated -- and most damaged -- ship ever to return under its own power. Retired in 1947, the Franklin was sold for scrap in 1967.

"The Japanese couldn't sink her," said Gill, "and the only way they could kill her was to cut her up."

All five Gill brothers served in World War II; two also served in Korea. None were even hurt. "That's some kind of miracle," said Gill.

The story of the USS Franklin and its chaplain is one of those that Jerry Colbert, veteran executive producer of the telecast, believes makes the event "the memorial service for the United States."

The event also honors the two U.S. Capitol policemen who were slain last year while on duty, John M. Gibson and Jacob J. Chestnut.

This year's performers include Judd Hirsch, Rita Moreno, John Schneider, Aaron Neville, Michael Tucker, Jill Eikenberry, Richard Crenna, Charles Durning, Ossie Davis, Gen. Colin Powell and singer-songwriter Jamie O'Hara ("50,000 Names").

Erich Kunzel will conduct the National Symphony Orchestra in Richard Rodgers's "Victory at Sea" and John Williams's "Hymn to the Fallen," from the film "Saving Private Ryan."

This year's concert focuses on the Navy and the 500,000 men who served on 1,600 ships in the Pacific during the last days of World War II.

Each year, Colbert begins by "trying to get at what the meaning of Memorial Day is for the country, for those who gave their lives, the dead and the wounded, the pain and the grief and the dreams that are lost. We try to be representative as well, bringing in different groups and different wars. And we try not to be repetitious."

But staging a live television production on the Capitol's west lawn before an audience and on a limited budget, with 10 cameras and 200 microphones, is not an easy thing. Colbert must persuade a dozen or so stars to work for scale. In four past Memorial Day concerts, they even had to sing and dance in the rain.

"It's tricky in the rain," said Colbert. "Two years ago, it was pouring, and we had these men from World War I -- 99, 103 years old -- sitting there as guests. We got plastic sheeting over them."

The show must go on, of course.

"We've never not gone on," said Colbert. "How could you not do it? Then we got all these e-mails and letters from people who thanked us and said, `We know it means more to you than a television show.' That just makes it for me. But at the time, my shoes were sopping wet."

CAPTION: MORENO

CAPTION: NEVILLE

CAPTION: O'HARA