For Bill Canavan and his shipmates, 40 years have not dimmed the picture of the USS St. Louis leaving Pearl Harbor that Sunday morning as the bombs and torpedos of Japanese planes ripped through the blue-green swells of the sea.

"We had been drilling, drilling, drilling and were ready for a battle," the 67-year-old Adelphi resident remembered Sunday. He was in Annapolis for the dedication ceremony for George Samson's painting, "Coming out of Hell," commemorating the St. Louis' successful exit from Pearl Harbor.

Canavan was getting ready to go ashore when he heard of machine gun fire above. He ran to the light cruiser's deck and saw an olive drab plane "with that unmistakable red meatball," the rising sun emblem of Japan.

"We had been so well-trained that our initial reaction was that it was just a drill-happy officer having another drill," said Al Seton, a shipmate of Canavan. "But the sound of the guns was strange." When he got on deck, Seton saw the pilot, who appeared to be riveted to his seat. "He wasn't looking at anything. It was as if he had gone crazy."

The lives of the nearly a thousand men on board were irrevocably altered in those first moments of enemy shellfire. American men on other ships were dying. The USS Arizona lay ravaged in port, sunk by one bomb that pierced its deck and made a direct hit on the ammunition stored below, causing a volcanic-like eruption that ripped out the guts of the vessel in seconds. The USS Oklahoma lay rolling on its side. The USS Honolulu, the St. Louis' sister ship, was another of many casualties.

Of the 394 American war planes on the ground that morning, only 38 ever got in the air, and 10 of those were knocked down by the 353 Japanese planes.

Under the guidance of the late Captain George Arthur Rood, the St. Louis was ready to move within 20 minutes after the attack began, recalled Rear Admiral Charles A. Curtze of Erie, Pa.

Ironically, the St. Louis was considered available only for limited duty. Two of its eight boilers had been dismantled for cleaning and the rest were ice cold. All its automatic guns were inoperative, there was no electricity, the ship's antennae were down and a large number of sailors were ashore on weekend leave.

Nevertheless, the ship made its way through the wreckage in the harbor, as the bombs continued to drop from above. Some ships got out of Pearl Harbor before the battle, some after the battle, but the St. Louis was the only vessel that got underway during the battle and reached the open sea.

In the process, the St. Louis became a major target of attack as it raced down the channel. As the ship pulled toward the edge of the harbor, several men spotted a Japanese submarine lying in ambush on the reef at the entrance to the harbor.

Suddenly, "there was a ripple in the water and the captain saw a torpedo heading our way," said Curtze. But the Japanese had failed to notice the shallowness of a coral reef, and the two well-directed torpedoes detonated on the reef, a few yards off the St. Louis' beam. From this stroke of luck, the ship got its nickname: "The Lucky Lou."

Half an hour later, Rood again noticed water movements indicating a torpedo was heading toward the St. Louis.

"Word was passed that the torpedo was going to hit the ship at frame 39 (a specifically marked area of the ship)," Canavan said. "I glanced up at the bulkhead (wall) and we were sitting on frame 39. It was too late to panic. Some of the old-timers had said if a torpedo is coming at you, count from one to 10 and if you can open your eyes and see, then you're okay. So I counted."

Meanwhile, Rood made a violent turn of the ship to the port (left) side, so that the torpedo was parallel with the St. Louis. It came within 15 feet of the ship. "I looked at myself afterward," Canavan recalled, "and I was perspiring profusely and cold at the same time."

The St. Louis was an extraordinary vessel that day because no one aboard it died. When the two-hour attack was over, Pearl Harbor was littered with the remains of 18 American ships and 2,403 American bodies.

The Lucky Lou was the most traveled ship in the first year of the war. At one time, it carried as many as 1,200 men. At the battle of Kolombangara Island, a Japanese torpedo blasted open the armored gray bow, but despite the loss of one end of the ship, no serious injuries were reported and it managed to return to its home port for repairs.

Three times, the Japanese news agency reported that the ship had been sunk, but each time the St. Louis returned home with only minor damage.

The ship earned 11 battle stars and three Navy Unit Citations while earning a splendid battle record in the Pacific. The Lucky Lou ended its World War II career by accepting the Japanese surrender of Formosa, ending Japan's occupation of China.

Only once did the Lucky Lou lose more than a dozen men. On Nov. 27, 1944, Japanese suicide planes seriously damaged the vessel during a battle at Leyte Gulf, killing 15 men.

Canavan's memories have not been obscured by time. The horror, fear and anguish of those few moments remain vivid, he said, as he recalled the events during the Annapolis reunion of 18 men who spent some part of World War II on the St. Louis.

Most were career military men. Others were ironworkers, bricklayers and firemen. Many still have crew cuts, but gray has become the dominant hair color. Many are still trim, with military bearing, despite 40 additional years.

The reunion was an "emotional cleansing," according to one man. There was a sense of release in talking with men who had shared the trauma.

Some men brought yellowed clippings and photos of how they looked in 1941 so they could recognize shipmates and settle 40-year-old arguments. Two discussed the accuracy of the painting by conveniently bringing out eight different photographs of the ship over the years.

The Lucky Lou lost only one battle. That was the effort by members of the USS St. Louis (CL 49) Association, a group formed in 1976, when it was reported that the ship was to be scrapped in Rio de Janiero. After its service to the United States, the ship had been sold to the Brazilian government.

Alumni of the Lucky Lou wanted their ship returned to the United States so it could become a memorial.

The St. Louis Association, with 200 members, including Texas Rep. J.J. Pickle, and supporters succeeded in postponing the scrapping for nearly four years.

But on Aug. 24, 1980, as Al Seton describes it, the ship "took matters into her own hands. Under tow in the South Atlantic, the Lucky Lou sank," apparently a victim of old age. Seton said the ship "won her last and longest battle" against being scrapped "without a single casualty."