Abstract: An ammunition transfer system and method of loading a weapon wherein the rate of ammunition transfer and the consequent rate of fire of the weapon is independent of the azimuth angle of the weapon. In a preferred embodiment, the invention includes a multiple cell ammunition cradle system for a weapon having a carriage and a barrel. The system includes at least one ammunition hoist and a cradle operably coupled to the carriage. The cradle is selectively positionable in a charging position and a loading position. The cradle has a carrier, which may be a rotor with a plurality of cells, each cell adapted to receive an ammunition round. The rotor is rotatable about a rotor axis, and is controllably positionable so that each cell is selectively alignable with the ammunition hoist when the cradle is positioned in the charging position and so that each cell is selectively alignable with the barrel when the cradle is positioned in the loading position.