Grace DeVille lay in bed next to her friend Hildegrade Rich, (wife of I. T. Rich, CWT)both of them listening to the gunfire in the dark. Under her pillow, Hildegrarde had a pistol.

Pearl Harbor was in ruins from the morning's bombing. Their husbands' ship, the USS Salt Lake City, CA25, was 24 hours late returning to the harbor.

They lay there, fearing that at any moment a Japanese soldier would come crashing into the house.

Out of the dark, out of the fear, Hildegrarde spoke. "If they break in, I'm going to get the gun and kill myself rather than be abused (by the Japanese). Do you want me to use the gun on you?" Grace thought a moment. "Yes," she answered.

She still gets chills down her back when she tells the story, says Grace, 71, who is in Denver with her husband, Joseph, for a reunion this week of the crew of the USS Salt Lake City.

Organizers of the bi-annual reunion are expecting about 240 people at their Friday night banquet, which will top off week-long activities that begin today.

It is one of at least three military reunions being held in Denver this week. Crew members from the USS Maryland also are in town. The Federation of Mountain Soldiers, including many members of the 10th Mountain Division, are meeting through Wednesday at Marriott's Mark Resort in Vail.

More than 3,500 people served on the Salt Lake City during its 19 year career, which began in 1929 when it was commissioned as the first United States cruiser built after World War I, according to reunion organizer Ed Bennett of Denver.

The ship's life ended in-gloriously in 1948 when it was used as target practice for bombers and submarines.

Four years before it was sunk, the Salt Lake City missed the bombing at Pearl Harbor because it had slowed to transfer fuel to another ship and was late docking, says Joseph M. DeVille, MM1c, now 73.

On Dec. 7, Grace had planned to spend the day at Hildegarde's house. As she dressed that morning, she heard the planes. But she didn't hear the bombs because she lived several miles from the harbor.

She caught a bus for Hildegarde's house and, as she neared Honolulu, she saw the smoke in the harbor. But it wasn't until she arrived at Hildegarde's house that she learned the Japanese had dropped bombs.

Several other women spent the day with Grace and Hildegrade. They set up card tables and ate lunch, all the while listening to news reports on the radio.

Hildegarde then persuaded Grace to spend the night. The next day, she returned to her house on the other side of Honolulu to wait for her husband, whom she didn't see until New Year's.

"I swept , I cleaned that house. I knew God was going to take care of me."