'Picaroon' was the US occupation of Nukufetau atoll of the Ellice islands group (27 August 1943).

Some 650 miles (1045 km) to the south-east of Tarawa atoll in the Gilbert islands group, Nukufetau lies to the north-west of Funafuti, and is an essentially rectangular atoll of 22 islets in an area some 9 miles (14.5 km) long and 5 miles (8 km) wide. Its reef-enclosed lagoon has just two passes on its north-western side, of which the larger is Teafua Pass and the smaller Deafatule Pass to its north, which is narrow and tortuous. The lagoon is too shallow for large ships and supplies had to be delivered from Funafuti by landing craft. The largest islet, Motolalo, was swampy and heavily vegetated.

The Allies required the atoll for the same reasons as Funafuti and Nanumea atolls, occupied in 'Fetlock' and 'Philistine' respectively, and the 2^nd Marine Airdrome Battalion, an anti-aircraft and air base defence unit, occupied Motolalo islet on 27 August 1943. A 3,500-ft (1065-m) fighter airstrip was then build and declared operational on 9 October. A 6,100-ft (1860-m) bomber strip was opened at the end of that same month, the two runways intersecting to create an eccentric 'X' shape.

Consolidated B-24 Liberator heavy bombers of the USAAF were based at the airfield, and the US Marine Corps' VMA-331 also flew Douglas SBD Dauntless dive-bombers from the airfield. Thus Nukufetau was well positioned to allow attacks on Japanese targets in the Gilbert islands group, but by a time early in 1944 the forward movement of the US forces had dictated that the air units be moved to locations farther to the north, the two runways then losing their operational value, although the atoll remained in service as an alternate staging and emergency airfield until its facilities were closed in December 1944.