7 December 1941, Downes was in dry-dock with Cassin and Pennsylvania. The three came under heavy attack and an incendiary bomb landed between the two destroyers, starting raging fires fed by oil from a ruptured fuel tank. Despite heavy strafing, the crews of the two destroyers got their batteries into action, driving off further attacks by Japanese planes. The dry-dock was flooded in an effort to quench the fires, but the burning oil rose with the water level and when the ammunition and torpedo warheads on board the destroyers began to explode, the two ships were abandoned.12 Crew KIA.

Both of these destroyers were repaired and re-joined the war.