Inside Our Own Loop 37

miles west-northwest of Basrah, where three highways, one river, the Euphrates, and a canal came together. It was on the way for anyone going north or

west from Kuwait or Basrah. The argument has been

made that the Marine battle space was a good fit for

the Marine Corps' capabilities, being closer to the

ocean, calling for the ability to cross bodies of water,

and encompassing cities that a Marine regiment, with

- its many infantrymen, could subdue more readily

than an Army brigade, which had relatively few "dismounts."129

The I Marine Expeditionary Force took CFLCC's

"Cobra II" Operations Plan and used it to develop its

own plan, which had four phases and came to include various branches and one sequel. Similar to

contingencies that could become part of the plan, the

branches included were early military collapse, a

variant of "catastrophic success," inundation, which

could occur if Iraqi engineers intentionally flooded

parts of the region between the Tigris and the Euphrates, and the seizure of the crossings over the Euphrates in and around Art Nasiriyah. One sequel, a

mission that I MEF could receive after completing the

missions in the base plan, addressed the seizure of

the oil fields in the north around Kirkuk. The Marines

did not view all of the branches and the sequel as

equally likely, or any one of them as particularly

likely, but wanted to err on the side of being prepared. Speaking about branch plans at his level, General McKiernan referred to "the old adage that you

can have a great plan, but the plan [clould change at

the line of departure for a variety of [reasons] . .

. that

we don't have a great deal of control over. . . [Wie

ought to . . . have lots of options. . . . [W]e can decide which one we are going to execute to obtain

the initiative throughout the fight. . . . [Wie need to

go through the planning of different branches. . . so

they don't become surprises to us." The general

stressed that it was important for the various parts of

the joint force to coordinate their branch plans in advance.130

The four phases of the plan ranged from reception, staging, onward movement, and integration,

commonly abbreviated RSOI, a needlessly complicated acronym for Phase I, or "preparation," which

was mostly about deploying the forces to theater and

preparing them for combat, to "shaping the battle

space" through preliminary attacks in order to degrade Iraqi command and control, and seize key

pieces of terrain. This was the phase when various

special operations troops under CentCom's Joint Special Operations Command would engage the enemy,

especially in the western and northern parts of Iraq,

and there would be air attacks in the northern and

southern no-fly zones, which had already done much

to ensure air supremacy for the Coalition. Then there

was Phase III, which included the main air offensive

and decisive ground maneuver. Finally there was

Phase IV, post combat operations, which encompassed security and stability operations.131

Phase III was the heart of the plan; there was

amazing breadth and depth to the parts of the I MEF

plan dealing with this phase. Phase IV, in comparison, received very little attention." There was very little guidance from higher headquarters on Phase IV,

not even a basic policy decree. Some of the I MEF

planners found this troubling and got out ahead of

their higher headquarters, making preliminary plans

for Phase IV on their own. They realized that, like it

or not, the Marine Corps would be involved in Phase

IV operations, though hopefully for only a relatively

brief period of time. This was, after all, the kind of

operation that had traditionally been left to the Army.

But as General Conway put it later on, the Marine

Corps had "always done windows" and would now

do whatever the President, Secretary of Defense, or

combatant commander directed.132

A maneuverist, especially if British, might argue

that there was too much detail in Phase III of the I

MEF plan; it was reminiscent of the bad old days

when the Marine Corps prepared "to fight the plan"

as opposed to the enemy. In this conflict, British

plans tended to be very brief and to the point in comparison with American plans. One British planner,

Lieutenant Colonel James Hutton, Royal Marines,

could not believe all of the time he spent at planning

meetings with his American counterparts, especially

the U.S. Navy Sea-Air-Land (SEALs) personnel, who,

he thought, tried to plan for every last possibility. It

was, he said, "mind-numbing" and inhibited flexibility. He added the thought that the Royal Marines

might appear slack by comparison, but they also felt

they had more leeway to react to situations as they

developed.133 When asked about this topic, the typical I MEF staff officer occupied the middle ground

between the SEALs and the Royal Marines, believing

that the plan itself was nothing but that planning was

everything, because it forced the operators to prepare for a broad range of contingencies. As one of

the lead planners, Colonel George F. Milburn, I MEF's

Future Operations officer, commented: "[YIou have

"As one senior Marine operations officer put it very forcefully before the war, there was "absolutely no plan for Phase IV. None.

Zero. No guidance." This was an overstatement. There was always

a plan of sorts, but if the word was not passed, perception was reality.
38 Basrah, Baghdad and Beyond

IraqiWeapons of Mass Destruction

After the variou ta k forces and investigative

committees concluded that addam Hu ein

did not have any weapon of mass de truction in

2003, it was easy to forget the dimensions of this

threat in the minds of the men and women who

were about to go into battle. It was a threat they

prepared for and lived With, in many case for

months. EvelY Marine, soldier, and airman was inoculated for anthrax and mallpox before coming

to theater. Once in Kuwait, he carried a set of protective overalls in his backpack everywhere he

went-along with rubb r boots, gloves, and gasmask-and was prepared to use his atropine injectors to save him elf when the seemingly

inevitable attack came and he was "slin1ed." When

to replan continuously. I honestly believe [thatl ...

as Americans we are going to do that anyway. We

will plan for the last day. Once we begin executing,

we will continue to plan. Our job is to make sure that

we can take care of any contingency that comes up

and give the CG ... the game book of all the variations . . . to make things happen to win the campaign."134

There were various estimates as to the length of

the war. While some of the early plans assumed a

lengthy campaign, in the end the hope, and the expectation, was for a much shorter campaign. Two

weeks if it goes well, two months if it does not, was

what one of the Army generals told journalist Rick

Atkinson.135 In early March, General Conway commented that the three weeks predicted by the "talking heads," retired military officers who had been

hired by the networks at home and were very free

with their advice, was overly optimistic, because

"Saddam has things he could do to slow us down."136

After the war, General Conway's boss, General McKiernan, remembered that Phase III had been planned

"as if there [would bel.. determined fighting all

along the way.... There were planning timelines

that took it all the way [out tol 125 days."137 One of

McKiernan's planners, Major Evan Huelfer, remembered that General Franks sometimes sang a jingle

that went "5-11-16-125," haVing to do with timelines:

5 days to position the final airbridge after the President made the decision to launch; 11 days to flow

the final pieces of the "start force"; 16 days for the

combined air and special operations attacks; and 125

days for the ground offensive. 138

on high alert, the Coalition forces ore the overalls over their uniforms in the desert heat and continued their mi ion. The best anyone could say

about the heavy cloth protective gear was that it

was not as hot as it eemed-and certainly not as

hot as earlier generations of rubberized gear. ot

only did the Coalition expect to encounter

weapons of ma destruction when its forces

reached Al Kut on the way to Baghdad, but it also

feared that Saddam could launch strike against

troop concentration , headquarters elements, or

airfields in Kuwait, targets that were lucrative,

close, and, in some cases, well known to the Iraqis

who, after all, had occupied many of the ame

bases in 1990.

The uncertainty about timing matched the uncertainty about the enemy. Coalition Forces Command,

and its major subordinate commands, seemed to be

working off a set of assumptions that various agencies had developed for the contingency. General

McKiernan explained those assumptions in an interview a few months later. The Iraqi forces were basically divided into three categories, the regular Army,

the Republican Guard, and the Special Republican

Guard. The Iraqi navy and air force no longer posed

a threat to anyone but themselves, but there were approXimately 21 ground divisions of various kinds and

strengths for an estimated total of some 330,000 and

430,000 men. The regular Iraqi Army, which did not

appear to be at a particularly high state of readiness,

had up to six divisions in southern Iraq, including

two that were relatively close to the border-the 51st

Mechanized DiVision, in and around the city of Az

Zubayr near Basrah, and the 11th Infantry Division,

associated with the cities of An Nasiriyah and As

Samawah on the border of the western desert. There

were two other regular Army divisions in I MEF's area

of operations that bore watching, the 10th Armored

Division, in the vicinity of Al Amarah, and the 6th

Armored Division, around Basrah.

General McKiernan surmised that Saddam Hussein

probably intended his forces in the south to be no

more than "a speed bump" for the Coalition. They

would not put up much of a fight, and the Coalition's

biggest problem would probably be what to do with

all of the prisoners of war when they surrendered as

they had in droves in Desert Storm. However, he expected that there would be something like a cordon
Inside Our Own Loop 39

around Baghdad of four elite Republican Guard divisions at a much higher state of readiness to defend

the regime's center of gravity. At least two of these divisions, the Baghdad and the Al Nida, were likely to

stand between I MEF and Baghdad. If and when

Coalition forces approached the cordon, Saddam

might attack them with weapons of mass destruction—that is, chemical or biological agents, which

virtually everyone in uniform in the area of operations expected to encounter at some time during a

war with Iraq. Inside the protective cordon around

Baghdad there was also a "missile engagement

zone," which meant the Iraqis were thought to have

good antiaircraft defenses ranging from missiles to

antiaircraft artillery to hand-held weapons.139 The

missile zone would be part of an urban Baghdad defense. The Special Republican Guard, estimated at

around 15,000 soldiers and which was more like a

palace guard than an army unit, would be part of that

defense. Finally, there were the various irregular formations of paramilitary thugs like the Saddam Fedayeen. They were mentioned in most prewar

assessments of the opposition, but they were seldom

highlighted. The bottom line is that whoever the

enemy turned out to be, no one thought the Baghdad

fight would be easy.140*

Coalition Forces Command's assumptions were

based in part on information collected by various sophisticated "national" means of collection. There was,

for example, excellent overhead coverage; you could

count the tanks in a tank park without any trouble.

Task Force Tarawa's operations officer, Colonel

Ronald J. Johnson, remembered he had voluminous

order of battle information about the Iraqi Army, in

some cases, down to the cell phone numbers of the

Iraqi commanders, a truly impressive collection of

data. What was lacking was hard information, especially about intentions. No one seemed to know what

the enemy was thinking. Who could and would fight?

What was the relationship between the regular army

and the Ba'ath Party or the various special military

and paramilitary organizations that the party had created?'4' In another example from the fall of 2002, the

1st Marine Division was exploring these questions

and came up short. General Mattis wanted to organize an understudy program whereby his officers studied enemy division and corps commanders in order

to understand them. But, given the shortage of

human intelligence, "it was very hard, even for these

Army estimates placed some 350,000 soldiers in the regular

Iraqi Army and some 80,000 in the Republican Guard. (Rick Atkinson, In the Company of Soldiers [New York, NY: Henry Hold, 2004],

p. 105)

dedicated young officers who were doing everything

they could to. . . get information, to determine what

was the background, what was the military school,

what was their combat record, what [was] their political record," in short, to get a feel for their enemy

based on the kind of information that military attaches traditionally collect.142 As late as early March

2003, General Conway complained, in his diplomatic

fashion, that there was "not as much intel coming in

about Baghdad as we'd like" in order to plan that

urban fight.'43

Not much more was known about Saddam Hussein's plans. Even after the war it took months for the

Coalition to start to assemble a picture of his frame of

mind, which appears to have lacked clarity and been

unduly optimistic. He probably believed the Coalition would begin by waging a long air war, which

would enable him to buy time for a cease-fire brokered by his friends in Moscow and Paris. Coalition

planners generally believed that Saddam placed his

hopes in various kinds of delaying tactics, both political and military. But according to a thoughtful article in The Washington Post in November 2003,

investigators had been unable to find evidence of a

coherent strategy for a ground war, such as a plan to

abandon Baghdad and fight a guerrilla war, or to use

weapons of mass destruction when Coalition forces

penetrated too deeply into Iraq, despite interviews

and interrogations of many former Iraqi officials and

military leaders. A former Iraqi general who had been

a division commander, Abed Mutlaq Jubouri, probably summed up the situation accurately when he said

that Saddam Hussein failed to prepare his defenses in

any kind of rational, systematic way. "There was no

unity of command. There were five different armies

no cooperation or coordination. As to the defense of Baghdad, there was no plan."144

Planllers throughout I MEF also wanted more information to drive their planning for Phase IV. There

seemed to be even less processed and readily available information about the nature of Iraqi society

than about the Iraqi Army—that is, information addressing the degree of popular support for the

regime, or the challenges that the Coalition would

Historians Williamson Murray and Robert Scales reported that

three U.S. Army generals commented that they were astounded

by the depth of control the regime had over the people, and that

another command was astounded by the tenacity of the individual paramilitary fighters. It was their contention that the various

U.S. intelligence agencies should have been able to develop, highlight, and present this kind of information, much of which was

freely available on the internet. (Atkinson, In the Company of Soldiers, p. 106; Reynolds, Journal, entry for 4Nov03)
40 Basrah, Baghdad and Beyond

face in the wake of "catastrophic success," the shorthand for what was likely to happen if Saddam Hussein and his sons were overthrown by a sudden

uprising. Another way to ask the question was what

will Iraq be like after a successful offensive by the

Coalition? What was the state of the infrastructure?

How did the electricity work? How about the plumbing? What about the economy? Would the civil servants return to work and be able to do their jobs? All

that existed in the way of answers to these questions

were hazy assumptions that the Coalition might face

a humanitarian crisis, for which it did prepare, especially by stockpiling food, and that it would be able

to rely, at least to a certain extent, on Iraqi civil servants to get things going again.145

'Some of this information existed inside centcom and at other

agencies inside the Washington Beltway. Gen Zinni had organized

an interagency war game in 1999 to explore the challenges of rebuilding Iraq if Saddam Hussein were killed or deposed. For various reasons beyond the scope of this monograph, the topic was

not a priority either for Pentagon or, by extension, CentCom planners at any time before March 2003.
Chapter 3

Preparing I MEF for War: The Most Important Fight

is the First Fight

The major subordinate commands of I Marine Expeditionary Force did not wait for a formal order to

prepare for war with Iraq. General Conway, who

commanded 1st Marine Division before taking command of I MEF, had exercised the division's capabilities for war with Iraq in the first half of 2002.146 When

he took command from General Conway in August

2002, General Mattis put the division on a virtual war

footing. From the outset his guidance was 'to physically and mentally focus on one task . . . the defeat

of the Iraqi Army and the liberation of the Iraqi people."147 A few hours after the change of command, he

gathered his commanders together in a secure room

at I MEF headquarters at Camp Pendleton and told

them to enjoy the coming weekend because it would

be their last weekend off for a long time. They could

take the time to ask forgiveness from the Almighty

for what they would do to the Iraqi Army when the

time came. In the meantime, he wanted them to train

as if this week were the last week of peace.148

A general requirement for speed of execution and

maneuver over distance governed individual and unit

preparations. At many levels the division evaluated

procedures, organization, and equipment with a view

to being able to move and fight rapidly. For example,

in September 2002 long-distance communications exercises took place, shifting control back and forth

from the forward and the main command posts. Then

the division structured its regimental combat teams

to make them more robust and able to operate independently. The 5th Marines, for example, were reinforced with a battalion of tanks and a battalion of

eight-wheeled light armored vehicles. Similarly, Mattis made sure there were enough tactical vehicles for

everyone to ride to the fight and ordered modifications to enable the vehicles to carry extra fuel by

welding "gypsy racks" to them, an initiative that did

not find favor with the traditionalists in the motortransport chain-of-command.

This was not simply a matter of general conditioning and preparedness. The division soon went

beyond the general to anticipate specific missions, assigning them to subordinate units and staging elaborate rehearsals. This was especially true for what

would become known as the "Opening Gambit," the

division's scheme of maneuver for the opening days

of the war. Around the division, there were mockups

of various objectives in Iraq. At one point the parking lot in front of the division command post was

taken over by a vast model of southern Iraq for an astoundingly detailed set of exercises, with toys usually

used to create a make-believe world:

The CG decided [that] using. . . Lego blocks to

represent every vehicle in the division would be

a fine way to visualize the . . . challenges . . . of

moving massive numbers of vehicles down.

the limited [number of] roads [m Iraq]. . . . Legos

were available in a variety of sizes, and were

color coded. Specific colors and sizes would be

assigned to a unit's vehicles, then the blocks

would be attached to the corresponding plates

[!] [for] . . . each of the units of the division. A

scaled terrain model was built to replicate the

major terrain features in southern Iraq. . . . [Elach

battalion walked through its scheme of maneuver, moving [its] . . . Lego pieces in the proper

sequence. . . . For each traffic jam of plastic

blocks, the.. . audience was forced to ask itself,

"Who owns the battle space? Where exactly are

the boundaries?"... These drills shaped the actions that would take place on the ground in

Iraq. . . . For example, . . . the MAG-39 Operations Officer . . . [saw] that the AH-1 . .

. [Cobras] were oriented to the east in support of RCT

7's attack on the 51st Mechanized Division . at dawn. .. . [T]he pilots would be attacking into

the morning sun. The. . . plan was changed accordingly.149

Conway addressed the issue of supplying Marines

stretched from Kuwait to Baghdad. In Enduring Freedom, a relatively small force, Task Force 58, had operated successfully some 400 miles from the

beachhead. But now planners were talking about taking I MEF hundreds of miles into Iraq. By doctrine

such a distance exceeded Marine Corps capabilities

and spawned concerns that, logistically, I MEF was
42 Basrah, Baghdad and Beyond

JCCC 020125-N-6967M-506

Prior to assuming command of Ma rine Logistics Command, BGen Michael R. Lehnert, center, served as

head of the joint task force charged with the custody

of Al Qaeda detainees at Guantanamo Bay, Cuba.

The organization would form the bridge between 1st

Force Service Support Group up front and the theaterwide US. Army support command.

trying to go "a bridge too far." From the beginning,

many senior officers, starting with the Commandant

of the Marine Corps himself, focused on logistics as

one of the three potential show-stoppers in Iraq, the

other two being weapons of mass destruction and

urban combat.15° Luckily for the Marine Corps, inventive and energetic logisticians were ready to take

on the challenge.

The I MEF subject matter expert for logistics was

the commanding general of the 1st Force Service

Support Group, Brigadier General Edward G. Usher

III. General Usher knew the doctrine. The force service support group typically entered a theatre organized in stovepipes, that is, by function; there were

headquarters and service, maintenance, supply, engineer, transportation support, medical, and dental

battalions. Once overseas, the group tended to establish and maintain large stationary bases. If restructuring was necessary, it occurred in theater. Not

flamboyant but thoroughly professional and forward

thinking, General Usher decided he would task-organize to meet the challenge before leaving California, a process he started in the fall of 2001. The goal

was to create combat service support units that integrated the various functions, something like the combined arms approach applied to combat service

support to meet a variety of needs for the supported

unit. For example, after Usher's reorganization there

was Combat Service Support Group 11, which was to

support 1st Marine Division through a combat service support battalion in general support, and three

combat service support companies attached to the

regimental combat teams in direct support. The battalion was expected to establish repair and replenishment points throughout the battlefield, while the

companies followed in trace of the regiments, carrying one to two days of Class I (food), Class III (fuel),

and Class V (ammunition) supplies. Another unit,

Combat Service Support Battalion 22, was to support

Task Force Tarawa, while Combat Service Support

Group 13 supported the 3d Marine Aircraft Wing and

its innovative plans to push supplies deep into Iraq.

Providing general support to I MEF was Combat Service Support 15, required to have four days of supply

on hand, as well as a full complement of transportation, engineer, and military police assets.151

For this war there were to be additional innovations by way of putting medical support virtually on

the front lines, the shock trauma platoons and the

forward resuscitative surgical systems would win

praise for saving lives, as well as thoroughgoing

preparations to conduct assault bridging operations,

which were expected to play an important role in I

MEF's area of operations. The ultimate goal of these

preparations was better integration into the I MEF

scheme of maneuver, from the initial stages of the

planning process through the execution of the plan,

and to enable I MEF to push the envelope a good hit

further than it had ever been pushed before.

[f 1st Force Service Support Group operated at the

retail level, its wholesaler was to be the Marine Logistics Command (MLC). Comprising more than 4,000

Marines, mostly from 2d Force Service Support

Group, the MLC was under the command of

Brigadier General Michael R. Lehnert and remained

under the operational control not of I MEF hut of

MarCent. It was intended to serve as a bridge between 1st Force Service Support Group and the theater-wide Army support command, the 377th Theater

Support Command. The mission of the 377th was to

support "Big Army" in a land war, as opposed to an

expeditionary war, the Marine Corps' forte. But since

the Marines were now preparing to fight a land war,

they needed help from organizations like the 377th.

General Hailston remembered an initiative to establish an MLC in Korea in the 1990s, and General Usher

commented that it was an organization that had

grown out of the lessons learned from the Gulf War.

That is, the Marine Corps needed something it did

not normally have—an operational logistics capability, at the echelon above I MEF. In his words: "the

MLC basically [was] . . . our broker for overarching

sustainment requirements for the theater."152
Preparing I MEF for War 43

Apart from such general statements of intent and

a study by the Center for Naval Analyses, the Navy's

think tank, there was little guidance and virtually no

doctrine for General Lehnert to follow in preparing to

stand up his command. The general was left basically

to follow his own instincts and to learn through trial

and error. He was a good choice to run a start-up operation, having recently weathered the challenge of

standing up the task force to establish and run the

detention center at Guantanamo Bay for the Al

Qaeda detainees from Afghanistan. He had done so

with just the right mix of common sense, good people skills, initiative, and energy. Now, in the Kuwaiti

desert, he would need the same skill set. The MLC

might look to the 377th for certain categories of supplies or equipment that were not in the Marines' inventory such as line haul (long-distance trucking)

and heavy equipment transporters (usually used to

transport tanks to save wear and tear). But if the

377th did not have enough assets to support both the

Army and the Marines, General Lehnert would have

to find work-arounds to obtain what the Army could

not provide, in addition to maintaining wholesale

stocks of Marine Corps supplies and ammunition.

Given the emphasis on speed and distance, it

made sense for General Mattis to declare his intention

to create the "most air-centric division in history" and

to forge a close relationship with the 3d Marine Aircraft Wing under Major General James F. Amos.

Amos, a former fighter pilot, had a good mix of command and staff time, including a tour as the head of

the leadership section at The Basic School and combined/joint tours in Europe. His personal style was,

by Marine Corps standards, laid-back; he was unusually approachable and looked for the commonsense solution as opposed to asserting his status or

rank. That said, he was nothing if not results-oriented.153

What General Mattis said was certainly true, but it

was not just the division-wing relationship that mattered; what was forged in 2002 was a very effective

division-wing-force service support group team in the

best tradition of the Marine air-ground task force. It

was the personalities of the leaders, technology, and

doctrine that came together to create an unusually

powerful force. Precision weapons like the joint direct attack munitions, and changes in the doctrine for

close air support, which made it easier to run, even

*By joint doctrine, each Service is responsible for supplying itself,

especially with respect to Service-specific items. However, the

combatant commander has the authority to create his own logistics structure, especially to designate theater support mechanisms,

typically for "common-user" items.

Photo courtesy of Col Charles J. Quilter II

A graduate of the University of Idaho and a naval

aviator, MajGen James F. Amos held a variety of operational and staff assignments, including duty with

the North Atlantic Treaty Organization, before assuming command of the 3d MarineAircraft Wing in

August 2002.

when no one could see the target, opened up a new

range of options. The plan was for Marine air to take

on its traditional missions, close air support, casualty

evacuation, and occasional resupply, but Generals

Conway and Mattis also wanted it to be a maneuver

element in its own right, to take on more "independent" missions for the air-ground task force.'54

This meant complicated discussions on what aircraft to bring to the fight and how best to use them.

Through the process of global sourcing to augment

its own resources, the wing put together an exceptionally robust team that would peak at 435 aircraft

and some 15,000 Marines and sailors, making it the

largest wing to deploy since Vietnam. The aircraft

ranged from McDonnell Douglas FA-18 Hornet and

McDonnell Douglas AV-8 Harrier fighter-bombers, to

Lockheed KC-130 Hercules tanker/transports, to the

same workhorses that Marines on the ground have,

quite literally, been looking up at since the Vietnam

War, the Bell UH-1H Huey and Boeing CH-46 Sea

Knight helicopters. (Some older Marines remembered

that the first CH-46s came on line in 1964 and have

carried three generations of Marines into battle since

then.) Two other helicopters, the Bell AH-1W Super
44 Basrah, Baghdad and Beyond

Cobra, a remarkably versatile platform for close air

support, and the Sikorsky CH-53 Sea Stallion, providing a heavy lift capability, rounded out the inventory.

Having more or less resolved the issue of who

would control Marine air, CFACC or I MEF, in their

favor, the force was largely free to use its air as it

wished. The first priority was to gain and maintain

air superiority, which would not take too much of

the wing's time, given the state of the Iraqi air force

and the drubbing that the Iraqi air defense system

had taken in Operation Southern Watch, especially

in the past few months. The next priority would be

enemy command-and-control systems. At least initially, enemy artillery would rank almost as high as

command and control on the list of priorities. This

was in large part because everyone in the Coalition

was worried about Saddam's ability to deliver

weapons of mass destruction. (Any other targets associated with weapons of mass destruction that arose

would also be a priority.)155

Many of these targets could be prosecuted as part

Sgt Carlos Carrasco of the 3d Light Armored Reconnaissance Battalion prepares to hand-launch a

Dragon Eye interim-small unit remote scouting system at Camp Ripper Kuwait.

DVIC DM-SD-05-05008

of the "deep battle," deep being more of a concept

than a location, although many deep targets would

be far from what would pass for front lines in Iraq.

The wing would be charged with reducing threats to

I MEF before they could close with the Marines, or

vice versa. General Conway wanted the wing to be

prepared to take on Iraqi divisions that were still

many road miles away from division's lead elements,

and to reduce their effectiveness before they even

started thinking about moving into battle. The Republican Guard divisions near Baghdad that were in the

Marine area of operations were excellent candidates

for everyone's list of deep targets. Closer in, hut not

necessarily that much closer in, General Mattis

wanted the wing to defend his columns as they raced

deep into Iraq, destroying enemy formations that

could threaten the division's flanks and uncovering

any other threats during the Marines' march up-country.

Since the battlefield would be fluid, without welldefined "friendly" and "enemy" lines, careful coordination would be necessary between the Marines in

the air and on the ground. This called for some innovative thinking and organizing. The basic policy

was to decentralize various functions and to keep

them as close to the front as possible. This was true

for "direct air support centers, air support elements,

[and] imagery liaison cells from VMU [Marine Unmanned Aerial Vehiclel squadrons," flying unmanned

aerial vehicles for reconnaissance, which became

very popular with ground commanders, not to mention dedicated casualty evacuation and commandand-control aircraft.156 Each regimental combat team

would have its own dedicated aircraft and its own

aviation support element. To enable this organization, the wing planned for a number of forward operating bases and especially forward arming and

refueling points, the small mobile bases that would

spring up alongside the advancing forces. In other

words, for instance, if the commander wanted support from the wing, he would not have to work

through some impersonal, centralized mechanism

that would dispatch airframes from a base perhaps

hundreds of miles away. Instead, he could call on the

assets that were dedicated to him and that could be

rearmed and resupplied locally.157

Typical of the intense preparations for air-ground

cooperation was the rehearsal of concept (ROC) drill

at the Wing Operations Center in Miramar, California, on 6 January 2003, with force and division commanders in attendance, along with all of the wing's

group commanders. Intended, like the many other

drills in Operation Iraqi Freedom, to refine the plan
Preparing I MEF for War 45

and make sure that all of the commanders understood it in the same way, this particular evolution was

the first of its kind for a Marine air wing, which gives

you a sense of how much more integrated the wing,

already a major constituent part of the air-ground task

force, would be in this fight.'58 The drill laid out the

wing's plans for supporting both I MEF and the division; what was clear once again was the extent to

which it would not only provide close air support to

the ground combat element, but would also serve as

a maneuver element in its own right as it attacked

deep targets and moved its assets around the battlefield, both in the air and on the ground.

The "shared understanding" that emerged from the

wing's ROC drill was one more example of that phenomenon in late 2002 and early 2003. General Mattis used those same words when he described the

synergy that developed among Marine commanders

at various levels, especially but not exclusively

among the general officers who worked so well together under General Conway, whose command

style was to welcome newcomers to the fold.'59 The

commander of Task Force Tarawa, General Natonski, was happy to find General Conway ready to

reach out to "the outsiders" from Camp Lejeune and

make them "his own," narrowing the gap (which was

as much perceived as real) between East Coast and

West Coast Marines. "Shared understanding" continued to make it possible to work smoothly, both in

the joint arena and within the air-ground task force,

to rely on mission orders and the commander's intent

and to operate with lean staffs and a "light" communications suite. The intended result was speed, the

mantra that permeated I MEF, division, and wing

planning, even before General Franks ordered his

commanders to execute Operations Plan 1003V with

the memorable words, "Make it fast and make it

final. "160

As the drills, and the planning, proceeded,

Marines flowed into the country in great numbers.

Apart from the Corps-wide "stop loss/stop move" decree, which applied to individuals, one of the most

significant events in January was the approval of the

deployment orders that began the wholesale flow of

I MEF forces to Kuwait. According to I MEF's command chronology, the main deployment orders were

177A, issued on 2 January 2003, and 177B, issued on

14 January 2003. Together these two orders were

ironically known as "son of the mother of all deployment orders," the Army's deployment order

being the "mother of all deployment orders."161 There

has been considerable discussion of the use of deployment orders, with their ad hoc flavor, as opposed

JCCC 030215-N-2972R-065

Marines from the 2d Marine Expeditionaiy Brigade

walk down the beach at a Kuwait Naval Base after

disembarking from "Hopper 68," a US. Navy air

cushioned landing craft.

to the more traditional, and many would argue, orderly, sequenced deployment data process.162 The

Pentagon decision to use deployment orders, apparently in search of strategic and political flexibility, did

not meet with universal approval in the field. For one

thing, it made planning that much more difficult, as

each deployment, at least in theory, stood alone.

Planners remember feeling that they needed to

change the plan every time they generated a request

for forces, which would go to the Office of the Secretary of Defense for approval and, with luck, turn

into a deployment order. But the basic problem was

still about sequence, as when a front line unit was

separated from its enablers, that is, the units that supported it. A fair criticism from the Marine point of

view was that the process could threaten the integrity

of the air-ground task force, which was less likely

under the deployment process.'63 Finally General

McKiernan made what was perhaps the most telling

criticism, from the warfighter's perspective, of the use

of deployment orders. When asked about his reac-
46 Basrah, Baghdad and Beyond

Photo courtesy of CFLCC

Two Marines guide the driver of an M1A1 Abrams

tank into a staging area after it was offloaded from a

Maritime Prepositioning Force ship at a port in

Kuwait. One Maritime Prepositioning Force squadron

carried enough equipment, ranging from food and

ammunition to tanks and howitzers, to outfit 17,000

Marines for3o days.

tion to this "just-in-time" approach to delivering

forces and equipment to theater, he replied with the

very sensible observation: "I don't want them just in

time. I want them a little bit early."64

Once they received their orders, I MEF units traveled to theater by sea and by air. There were the two

amphibious task forces (ATF), known as ATF East

and ATF West, which set sail in January and carried

some 11,000 Marines and their equipment on 13

ships to Kuwait. Amphibious Task Force East carried

the 2d Marine Expeditionary Brigade command element, and the elements that would serve under the

brigade in Kuwait and Iraq, and arrived on 15 February.'65 Amphibious Task Force West carried Regimental Combat Team 1 (RCT 1), built around 1st

Marines, and various aviation and combat service

support units, arriving in late Febmary.1'5'5

The remaining units came over by air, using a mix

of military and chartered civilian aircraft. Some

Marines literally flew first class, but for the majority it

was a long, uncomfortable trip under crowded conditions. The 11 ships of the Maritime Prepositioning

Force (MPF) squadrons moved independently to

Kuwait with equipment for the 3d Marine Aircraft

Wing and other I MEF units. Working 24-hours a day,

seven days a week, Marines and sailors unloaded the

ships in record time."5 In the end, MarCent moved

some 60,000 Marines and their equipment to Kuwait

in less than 60 days, a staggering accomplishment. In

December 2002 there had been only a handful of

Marines in Kuwait, but by 1 March 2003, I MEF had

about one-half of all the operating forces in the Marifle Corps in country, facing north."58

Upon arrival in Kuwait, Marines and equipment

moved into camps in the desert between Kuwait City

and the border with Iraq that varied from relatively

comfortable to very austere. I Marine Expeditionary

Force had established its headquarters at Camp Commando, a few miles from Kuwait City. It had originally been acquired to serve as a no-frills,

low-maintenance expeditionary camp for Marine

units passing through Kuwait on routine exercises.169

In the fall of 2002, however, as the force and division staffs trickled in, the camp had started its metamorphosis into a medium-sized military city. In

February 2003 a member of the I MEF staff, Major

Grant A. Williams, described Camp Commando in

less than glowing terms:

The area we obtained was an isolated portion of

a Kuwaiti commando training facility. Last year

we contracted to start pouring concrete slabs,

[for] rudimentary plumbing, drainage, and [to]

stockpile building materials. . . . Commando

Camp is [now] a fortress carved out of the sand.

The physical layout. . . is approximately two

miles around the perimeter . . . surrounded by

concertina wire and fences. On the inside of the

perimeter is a seven-foot berm that encircles the

camp. This is an anti-RPG [rocket propelled

grenade] . . . precaution that makes it difficult to

get a direct shot into the camp. All the key points

have guard towers with very focused young

Marines manning them 24/7. In the center of the

base is a seven-story tower the Kuwaitis use for

repelling. . . . We have deployed a sniper team

at the top of the tower. . . . With night vision

goggles and infrared sights they can see and take

out any bad Hadjis . . . a mile away day or

night.17°

Within the I MEF compound, surrounded by the

tents of various sizes, stood three windowless "Butler" buildings made of sheet metal that looked like

small warehouses. These became the combat operations and information center for I MEF Rear when the

war started. Set up inside the nearly featureless buildings were cafeteria-style tables where staff officers

with laptop computers controlled the force. One of

the few decorator touches was a poster of The

Scream by the gloomy Norwegian artist Edvard

Munch, contributed by the operations officer, Colonel

Larry K. Brown, Jr., who liked calling his domain the
Preparing I MEF for War 47

Marine Order of Battle

By 0800 on 17 March 2003, the order of battle for I MEF, and the individual components strength andmissions, were depicted in briefing charts at MarCent.

• I MEF Command Element-4,638

• 1st Marine Division-20,606-Secure the southern oil fields; conduct a passage of lines through

Task Force Tarawa, and attack toward Baghdad.

• 3d Marine Aircraft Wing-14,381-Shape I

MEF's battle space; screen the ground combat element from attacks; support CFACe.

• 1st Force Selvice Support Group-10,504-

Provide direct combat service support to I MEF; interface with the Marine Logistic Command, a

theater-level command under operational control

of MarCent.

• I MEF Engineer Group-3,121-Maintain roads

and bridges along the I MEF lines of communication; this unit was a composite of U.S. avy construction battalions and Marine engineers.

• Task Force Tarawa (2d Marine Expeditionary

Brigade)-5,091-Secure An Nasiriyah and crossings

"House of AngSt."171 There was also a mobile command post. Able to deploy to Iraq, I MEF Main was

to be built around a structure known as "the Bug"

because of its strange shape and because it bristled

with antennae and radar dishes. Major Williams explained:

We recently procured some high-speed, lowdrag command tents that are similar to your

basic self-erecting camping tent ... on steroids.

We can put up an interconnected dome style

tent that can shelter 100 fully [functional] terminals hooked up to satellite feeds within four

hours. Large ... projection screens can display

real-time satellite imagery and video feeds from

unmanned aircraft. Environmental systems

keep the inside cool (relatively).... [These are]

not for the people but for the computers. [This

command center is intended for service] well

behind the front lines but [able] ... to move

across the Euphrates River; secure lines of communication.

• 15th MEU-1,739-Attach to 1 (UK) Armored

Division for Opening Gambit; attach to Task Force

Tarawa.

• 1 (UK) Armored Division-21,045-Attack

north from Kuwait; conduct relief in place in oil

fields with 1st Marine Division; secure Basrah and

vicinity.

• I MEF Total-81,125

Other Marine Forces inTheater:

MarCent Command Element (Bahrain)-385

Marine Logistics Command (Kuwait)-4,525

CJTF/Consequence Management (Kuwait)-742

MarCent Total-86,777*

• This is the rendition of the MarCent morning report, 17Mar03,

captured by the field historian attached to MarCent, LtCol Jeffery

Acosta, and sent to the author bye-mail. The total does not

show the Marines conunitted to ClTF Horn of Africa.

forward so that the general can remain close to

his battlefield commanders. 172'

Apart from Camp Commando, there was quite a

range of living conditions for Marines in Kuwait. Less

austere, but still far from luxurious, were the Kuwaiti

air force bases at Al Jaber, to the south of Kuwait

City, and Ali Al Salem, to the west of the capital,

where, thanks in part to other tenants like the U.S. Air

Force, there were some creature comforts like a

good, air-conditioned mess hall and shower trailers.

But even at a "developed" base like AI Jaber, virtually

'''MEF Forward" was the term used when the Gen Conway left I

MEF Main and went even farther forward with a very small staff.

The Bug's footprint, just for its satellite dishes and related gear,

was estimated at a mind-boggling one kilometer by one kilometer, and there were questions about why the I MEF even needed

the Bug, since the communications suite in Kuwait was so good,

as good as or better than the Bug's. The answer was that Gen Conway placed considerable emphasis on being physically close to

his Marines. (Reynolds, Journal, entries for 10May03, 19July04)
48 Basrah, Baghdad and Beyond

DVIC DM-SD-05-03345

A below the horizon, aerial view ofa 1st Marine Division unit command operation center and surroundings

at an encampment in Kuwait. By mid-March 2003, the area would house more than 20,000 Marines.

all Marines lived and worked under canvas. When

you drove onto the base at Al Jaber, you passed

under an archway where it was said Saddam Hussein's forces had hanged Kuwaiti air force officers

when they took over the country in 1990, just to let

everyone know who was now in charge, a potent reminder of why the Coalition had returned in 2003.

Some Marines lived and worked at Camp Doha, a

sprawling U.S. Army base between Camp Commando and Kuwait City that looked like a prison in

Catching the Bug

The "Bug" was the brainchild of I MEF's intense

chief of "taff, Colonel John C. oleman. In the

fall of 2002 he sold the concept to General Conway

and then went to find the right tentmaker, whom

he located in Virginia. Sitting on the floor of the

tentmaker's shop, he had sketched his concept. A

few day later the finished product appeared at I

MEF headquarters in California. The force took it to

Kuwait, and tested it in the desert outside Camp

Commando, passing command back and forth with

I MEF Rear. It offered the commander "an incredibly rich picture of the battlefield." creens in the

command center could display a mind-numbing

array of data, from live Cable ews etwork reports from the front lines, to customized maps, to

satellite imagery. The software even allowed the

commander to "test drive" potential routes through

built-up areas. Colonel Coleman said that putting

the "Bug" together was the easy part. The hard part

was educating the staff, which he divided into the

"Flintstones," the stone age warriors, and the "Jetsons," the space-age warrior. But Flintstones could

grow into Jetsons only when they had the right

equipment. The "Bug" replaced the old maps covered with clear acetate, ovelwritten with grea e

pencil, and updated with data from old-fashioned

line-of-sight tactical radio nets. That is what many

ubordinate Marine units till had, where there

were only a few technological marvels like the

"Blue Force Tracker," a laptop computer screen

with ground-satellite links showing the location of

friendly units and even allowing their commanders to exchange a few words.'

'Col John C. Coleman intvw, llDec03 (MCHC, Quantico, VA);

David J. Lynch, "Marines' Mobile War Room Is Rich with Data,"

USA Today, 31Mar03, p. A-06.
the desert, with its watchtowers and rings of security

provided by U.S. contractors. The guards were retired

U.S. military personnel making good tax-exempt

money. Doha was home for the Marines who worked

at C/JTF-Consequence Management and for the

Marines on the Coalition Forces Land Component

Command (CFLCC) staff. The Coalition Command

had an incredibly sophisticated command and information center, much more elaborate than the "Bug,"

and some of the accommodations at Doha were

among the best in theater. The camp even boasted

some semi-private, air-conditioned trailers. But much

of the accommodations were far more basic, like the

warehouses where soldiers and Marines simply set

up their cots in large, open bays in the withering

heat.

Apart from Camp Commando, Doha, and the air

bases, most of the camps in Kuwait were simply

patches of desert where Marines pitched their tents

and bulldozed sand to form a protective berm around

the perimeter. General Mattis had said he wanted

everyone in his division ready to live like an infantry

lance corporal in the field, and, for the most part, circumstances obliged him. The division's Camp Matilda

was in the middle of nowhere and comprised a number of large 50-man tents, mostly rented from the

Kuwaitis. They looked like the U.S. military's generalpurpose tents but were much larger, designed for traditional Arab social gatherings in the desert. Now

they were surrounded by oceans of equipment,

mostly from the MPF ships, much of it still painted

green or "Woodland" camouflage, and by two-man

tents pitched here and there wherever there was a

vacant bit of sand. No one knew for sure exactly how

big these encampments were, but they were not

small. For example, the commander of Regimental

Combat Team 7, Colonel Steven A. Hummer, gauged

the size of his regiment's encampment within Camp

Matilda by the amount of time it took him to jog

around it, 30 minutes.'73

No matter which camp they called home, most

Marines in Kuwait had to put up with frequent sandstorms that could blind a man as surely as a blizzard

in the Dakotas, as well as temperatures that could

sink to near freezing at night and soar to well over

100 degrees Fahrenheit during the day. Every Marine,

soldier, and sailor in Kuwait knew he was within the

"Scud fan," that Saddam Hussein could fire missiles at

the American forces that were concentrated in a small

area. Many feared that Saddam would load the missiles with chemical weapons to "slime" his victims.'

To guard against that possibility, U.S. Army Patriot

antimissile missile batteries were on the ready

throughout Kuwait. Some Patriot batteries from the

108th Air Defense Artillery Brigade were under I

MEF's tactical control and were slated to move with

the Marines into Iraq. The Army was, by and large,

generous with its attachments, sending some 2,700

soldiers to I MEF with specialized talents that the

force needed. Most places also had crude bomb or

missile shelters, which were often simply inverted,

U-shaped concrete culverts, about three-feet highthat

would have provided some protection from a blast

This was another bit of jargon peculiar to the Iraq War, often seen

as a passive verb, as in "I know I am going to be slimed." There

was not a lot of clarity about how this would happen, but one bit

of scuttlebutt was that there could be an airburst that would

shower contaminants on everyone within a grid square.

Preparing I MEF for War 49

DVIC DM-sD-04-00296

Originally a barren patch of desert in northern Kuwait, Camp Coyote rapidly became a massive logistics hub

for 1st Service Support Group Forward and the headquartefor Regimental Combat Team 7.
50 Basrah, Baghdad and Beyond

but almost none from a chemical strike. Anyone

doing the math could see there were not enough

spaces in the shelters for everyone wearing a uniform in Kuwait.

If a chemical strike had occurred, each unit's organic decontamination teams would have sprung

into action, helping to decontaminate people and

things, which would have required a great deal of

water and a lot of time. There was also an expectation that the Marines and some of the foreign experts

in Combined Joint Task Force Consequence Management (C/JTF-CM) would pitch in. This was true

even though the largely German and Czechoslovak

international force was in Kuwait as part of Operation Enduring Freedom, not to participate in a war

with Iraq but to "be prepared to" assist host nations

in the event of a terrorist attack with chemical or biological agents. The combined-joint task force still

answered to I MEF, and its predominantly Marine

Marines with Headquarters Company, 5th Marines,

practice changing into mission-oriented protective

posture response level 4 (MOPP-4) suits during a nuclear, biological, chemical drill at Camp Coyote,

Kuwait. Because of the near-unanimous belief that

Saddam Hussein would use chemical weapons, the

frequent alerts were taken seriously.

DVJC DM-SD-05-03779

command element, commanded in 2003 by Brigadier

General Cornell A. Wilson, routinely participated in

CentCom planning conferences.174

After the Marines fell in on their gear, there was

the process to test and calibrate equipment and to

hone combat skills. I Marine Expeditionary Force coordinated more planning and more drills, all of which

were remarkable for their thoroughness. War gaines

were carried out to explore the branches of the plan,

the possible nightmares like "early military collapse"

and intentional flooding. On 7 February, division

hosted a major rehearsal of concept drill at its Camp

Matilda for the force on a vast "model of the obstacle system of northern Kuwait, [and] the oil fields, the

rivers, the ports, the roads [on the Iraqi side of the

borden."75 Framed on one side by four seven-ton

trucks forming a kind of grandstand overlooking a

piece of ground the size of a football field, the exercise went for three hours, with U.S. Marines, Royal

Marines, and British soldiers, all in colored jerseys

representing their units, literally walking through the

moves that would occur during the first few days of

the war. Major General Stalder, now deputy commander of I MEF, spoke about the utility of rehearsals

and the need to form an image of the plan. This was

already a familiar refrain, that Marines at all levels not

only understand but also visualize the plan, "seeing"

in their mind's eye the terrain, the enemy on that terrain, and their own actions in battle. As General Mattis had put it in a memorandum on 20 December

2002: "It is critical that each of us anticipate ... what

lies ahead and continue . . . to visualize (or image)

our troops through the challenges . . . so well that

they will move through [them] with a sense of déjà

vu. "176 As he had done before, Mattis now warned

against becoming wedded to the plan, reminding his

listeners that once I MEF crossed the Tigris River,

they would have many options for getting to East

Baghdad and lots of room for individual initiative and

action. This was at a point when the plan for the

Baghdad fight was still very much up in the air, although it was generally assumed by now that the

Marines would approach Baghdad from the east, and,

most likely, enter the city itself. Nevertheless, Mattis

also made the point that the carefully choreographed

plan would give his Marines confidence in the first

days of the war, which would be the baptism of fire

The command cruise book would state that during this period

the division was "careful not to be wedded to a base plan. The tactical, physical, and moral readiness of the individual Marine was

to . . . determirilel . . . success or failure, not reliance on a scripted

plan." (Capt Lara A. Bennett, et al., No Better Friend, No Worse

Enemy ICamp Pendleton, CA: 1st Marine Division, 2004], p. 13)
Preparing I MEF for War 51

Consequence Management

Morning formation at the Combined Joint Task

Force Consequence Management (CIJTF-CM)

at Camp Doha was an unusual Sight-the largest

body of troops was German. Seeing and hearing

German spoken by men in uniform in the desert,

anyone who had ever studied World War II could

not help but think of another time, especially when

next to the formation he could ee the iron crosses

painted on a tan background on the Germans'

elaborate "Fox" vehicles. These vehicles, which

looked like light armored vehicle to Marines, carried state-of-the-art technical gear to sample and

sniff for NBC agents. The force had a few Fox vehicles of its own that would travel north when the

time came. What was very different this time was

that standing in the formations next to the Germans

were Czech and Slovak soldiers, many of them

women, with similar missions. The idea was that

in the event of an attack, the Germans would

"chase the plume," following the fallout and figuring out what the agents were, while the Czechs

and the Slovaks would concentrate on decontamination and on "turning victims into patients,"

meaning they would conduct triage and start medical treatment if there were mass casualties. Every

so often CIJTF-CM would conduct a field exercise.

One such exercise occurred on 8 April 2003 in Tactical Assembly Area Fox, the home of the Marine

Logistics Command in the gently rolling Kuwaiti

desert, otherwise featureless but for a few tufts of

grass. After drawing weapons and ammunition, a

routine force protection measure even in Kuwait

in April, the group set out from Camp Doha and

bounced around in tactical vehicles for about 60 to

90 minutes, through the outskirts of Kuwait City,

which looked like one big auto salvage yard (some

of the material was "Iraqi surplus" left over from

Desert Storm) and into the desert, from good highway to rough paved road, to gravel road, to desert

track. Near the MLC's headquarters, there was an

exercise command post set up in a general-purpose tent without air conditioning. It was a wonder

that the computers worked, since the temperature

was in the low 100s Fahrenheit and rising. There

had been a communications glitch, and the Germans had been held up at the gate to the Marine

Logistics Command. Visibly annoyed, their commander took the astounding step of declaring that

since the exercise was unrealistic, he was exercisPhoto courtesy of Field Hisrory Branch

Gathered around a map ofKuwait, Kuwait City

fire chief LtCol Manei Al-Hayan and members of

the Combined/joint Task Force-Consequence Management: operations chiefGySgt Osama B. Shofani,

senior German nuclear, biological and chemical

officer Maj Andreas Kayser, and initial response

commander Marine LtCol Charles G. Chase, plot

the location ofa downed lmqi missile in preparation for deploying forces if there are chemical

agents present.

ing his prerogative to cut short German participation and would return with his unit to Doha. The

Czech contingent, however, turned to with redoubled enthusiasm and proceeded to practice decontaminating vehicles. The decontamination site

looked like a car wash in the desert, except that

the workers were working hard in completely

sealed Soviet- tyle rubber suits in the staggering

mid-afternoon heat. The Czech brigadier, who was

cheerful, realistic, and easy to talk to, was in the

thick of the action, an officer in his element.*

'Reynolds, Journal, entry for 8AprD3.
52 Basrah, Baghdad and Beyond

Photo courtesy of Col Charles J. Quilter II

The principal leaders under IMarine Expeditionary Force were: first row from left to right, BGen Edward G.

Usher III, commanding general of 1st Force Service Support Group,' LtGen James T. Conway, Commanding

General, IMarine Expeditionary Force; and MajGen Robin V. Brims, 1 (UK) Armored Division commander,'

second row, MajGen James N. Mattis, Commanding General, 1st Marine Division,' MajGen James F Amos,

Commanding General, 3d Marine Aircraft Wing; third row, MajGen Keith J. Stalder, Deputy Commanding

General, I Marine Expeditionary Force; and, BGen Richard F. Natonski, Commanding General, 2d Marine

Expeditionary Brigade (Task Force Tarawa).

for many of them. He predicted that the force would

have about 30 days more to prepare for war. The

field historian who recorded the evolution noted that

the mood was "very somber... no ooorahs, almost

no laughter."177

The next day, I MEF participated in CFLCC's fourday exercise "Lucky Warrior 03-2," intended to test

command and control for the two-corps war plan

that the CFLCC commander, General McKiernan, had

called for after the last round of exercises in November and December. The exercise was labeled a "dress

rehearsal" for war; the CFLCC Operations Plan had

been published on 13 January, which meant I MEF

could finalize its plan, ultimately published on 10

February.178

Hard on the heels of Lucky Warrior came the

CFLCC rehearsal of concept drill around the only

slightly smaller terrain model in one of the warehouses at Camp Doha on 14-15 February. It integrated the results of previous exercises and gave

CFLCC components an opportunity to appreciate

how their units would fit into the overall plan. Within

the next month, there were at least two other major

rehearsal drills, one at the division level on 27 February, and one at I MEF level on 10 March, not to

mention similar evolutions at Task Force Tarawa, all

serving to imprint the plan on the minds of the people who would execute it. At the 10 March evolution,

General Conway made the point about the value of

ROC drills in his terms, saying that the "most important fight is the first one," the idea being that if the

force could win the first battle, each succeeding battle would be that much easier.'79

The rehearsal of concept drill on 27 February was

particularly memorable, a capstone event of sorts. Division engineers again prepared the ground with D7 bulldozers, constructing on the desert floor a

multi-tiered amphitheater, about 100 meters in

length, with an angled surface for better viewing

from the cheap seats. The audience included Generals Conway, Amos, Natonski, and Usher, as well as

Major General Robin V. Brims, the British division

commander. Once again, Marines and soldiers in colored jerseys on the "board" stepped through the actions that their units would take after crossing the

line of departure. Division hosted the event, with the

stated purpose of putting its intentions, and interacIn the run-up to combat operations, subordinate commanders

down to the division level would use the terrain model at Doha

again to brief Gen McKiernan and his staff on their plans.
Preparing I MEF for War 53

tions with other units, on display. General Mattis repeated the by now familiar refrain: all of the "players" had to be able to visualize the "battlefield

geometry" and the sequence of events in the first few

days of the war, not unlike athletes who are trained

to visualize what they are going to do on the playing field. He called it "anticipatory decision making,"

adding "anticipation to be one of the most useful

abilities of a field grade officer. . . [meaning the ability] to anticipate . . . both friendly requirements

and what the enemy's going to do."18°

The commanders used the rehearsal drills, and

other assemblies, to deliver a series of "go to war"

speeches, speaking to their troops about the coming

challenges in a more personal way, and continuing to

erode the doubts among some that there would even

be a war, not an unrealistic response to all of the

clamor against the war throughout the world and the

calls for a negotiated settlement of some sort.

General Conway set out to visit as many units as

possible and to deliver his message in person. On 1

March, he went to nearby Camp Ryan to appear before Task Force Tarawa. Tarawa's headquarters

group, and all of Regimental Combat Team 2, formed

a box of companies in the desert. Armored vehicles

formed one side of the box, and General Conway

mounted the M1A1 Abrams tank in the center of the

side to give his talk, making his points over the high

wind and dust.

The general had three main themes, why the force

was there, what it was going to do, and the individual Marine in battle. The mission was to forestall future terrorist attacks like that of 11 September. Either

Saddam would disarm, or the Coalition would go to

war when President Bush gave the word. When and

if that happened, I MEF would fight three battles: the

deep fight, from the air, to reduce the enemy's combat effectiveness by up to 50 percent; the close fight

on the ground; and the rear battle, that is, providing

sustainment. The Marines had two things going for

them, their reputation as the "meanest in the valley"

had preceded them, it must have had an effect on

their enemy, and, of course, their combined arms approach. Marines on the ground and in the air fought

as one. At this point, on cue, there was a flyover by

Cobra attack helicopters and jet fighters. When the

noise of the flyover died down, General Conway reminded his Marines that they were not there to fight

CoI Dennis Judge, I MEF's current operations officer, stated he

did not feel sure there would be a shooting war until the beginning of March, unlike Gen Mattis, who seemed to have "known"

all along that there would be war. (Col Dennis Judge intvw,

11Aug03 [MCHC, Quantico, VAI)

DVIC DM-SD-04-11709

Standing atop an M1A 1 Abrams battle tank, LtGen

James T Conway addresses the Marines of Regimental Combat Team 7 at Camp Coyote, Kuwait. In these

talks he covered why Marines were there, what they

would do, and the role of the individual Marine in

battle.

Iraq, but rather Saddam's regime and they needed to

distinguish between those who wanted to fight and

those who did not. Finally, speaking to the individuals in front of him, Conway said that the next few

days would govern how they saw themselves, and

were seen, for the rest of their lives. Fear was a "natural battlefield phenomenon" that could sharpen perceptions and make Marines react more quickly. The

Marines had better gear, weapons, and health care,

but at the end of the day the battle was about people, and our people were better. He told the Marines

to take care of one another, and themselves, and invoked a blessing before ending his talk.18'

After addressing the formation, Conway gathered

the officers of the task force together and dwelt on
54 Basrah, Baghdad and Beyond

some of the same themes in more detail. One theme

was the protests against the Iraq war, both at home

and abroad, that looked like Vietnam-era antiwar

protests on television. He suggested that Tarawa's

leaders talk about the protests with their troops, making the points that this was not a war about oil and

that his Marines would not be treated like Vietnam

veterans. They would be honored when they returned home. He expressed his belief that in the near

future the President would issue an ultimatum and

that when it expired the force would attack. The

Marines needed to remain flexible; the plan was always changing, there was no guarantee that anyone

would draw the same mission he had planned for.

He said that while Tarawa's initial role was to be in

support that could change, I MEF may need to reorganize and "retask," say, to head to the oil fields

north of Baghdad.

Conway stressed the standard rules of engagement, declaring that they were not as restrictive as

they might have been. On the other hand, Marines

had to be careful—the mission was to unseat a dictator, not necessarily to destroy his army, and certainly not to kill civilians. The four specific points he

made were:

(1) Commanders always have the right to self-defense.

(2) An enemy commander who purposefully

places his forces near civilians has violated the law of

land warfare.

(3) A commander is responsible for his actions

based on the facts as they appear to him at the time,

not as they will appear in retrospect. It boiled down

to a matter of good judgment.

(4) Use "Wilhelm's Law." If the enemy fires first,

the Marine response should be proportional, use the

smallest weapon first, and then progress upward. If

Marines initiate fires, they need to mitigate "collateral

damage" to individual civilians and civilian buildings.

Conway went on to express his concerns about

fratricide; Marine weapons were more lethal than the

enemy's, and they needed to be sure of their targets

before they fired. No one wanted to live with the responsibility of having killed friendly troops. Next he

returned to the subject of fear. He wanted Tarawa's

officers to talk about it with their troops. It was a

problem that each would solve in his or her own

way, some thinking they were invincible, others, like

Confederate General Stonewall Jackson, believing

that all was in God's hands. That said, General Con-

'The law was named after retired Marine Gen Charles E. Wilhelm,

who had come to theater as a mentor in December to observe I

MEF's preparations for war and offer his advice.

way told his officers that their greatest fear should be

that they let their fellow Marines down in some way,

by choking or by being crazy-brave. He cited the example of a second lieutenant in Vietnam who wanted

to go home with a medal and was last seen charging

the enemy with his .45-caliber pistol at high port. Fle

did nothing for himself, his Marines, or his family.182

General Conway's speech varied slightly as he

spoke both to other large formations of Marines and

to smaller groups of officers, who were invited to ask

questions. Generally, however, his remarks were

brief, motivating, and practical. There were, for example, admonitions to leaders not to forget to sleep

during battle, and there were moments of humor, as

when he quipped that "when Abdul in the 51st

Mechanized Division north of the border heard that

he was taking on the 1st Marine Division followed

by the 1st UK Division, he said . . . , 'Ana felaka

beluchi,' which is Arabic for 'Ain't that a bitch!"e

On 14 March, Conway made his way over to the

British encampment in the desert a few miles away

for what he considered a most impressive welcome

and what some British officers considered one of the

most inspiring speeches they had ever heard.184 To

reach the formation of thousands of British troops of

the 7 Armored and 16 Air Assault Brigades, he drove

between two lines of Warrior armored personnel carriers, whose crews saluted him as he passed. Finally

he reached the heart of the formation, dominated by

two enormous cranes or mobile bridges that formed

the letter "M," ostensibly for "Marine," where he was

welcomed by pipers from the Black Watch. Then,

using a loudspeaker that, the general was sure, could

be heard in Iraq, the British sergeant major called the

formation to attention and presented it to him.

Standing on top of a Challenger II tank decorated

with a British Union Jack and the Stars and Stripes,

Conway told the British that it was great to have them

aboard. "Two hundred and fifty years ago the expression 'The British are coming' would scare [American] . .

. children." But in Kuwait in December and

January, that expression had been "a very positive

thing." As he had in other speeches, he spoke about

the reasons for war and about the strength of the Marine air-ground team. He said that one of four things

would happen: Saddam could turn over his weapons

of mass destruction; he could leave the country;

"someone up there might kill him; land] ... if that

does not happen, we are going to kill him." At the

appropriate moment, Cobras and Hornets flew by,

the Hornets blasting "into view in a split second" at

200 feet before fanning out into the clear blue sky

and disappearing from view. Speaking of the British
Preparing I MEF for War

troops' fighting prowess, Conway borrowed a quote

attributed to George Orwell: "Our countrymen

should rest well in their beds at night because rough

men stand ready to visit violence on those who

would do them harm."185

Subordinate Marine commanders echoed many of

the same themes as they made the rounds and addressed their troops. Like General Conway, they

spoke about honor and values in a way that was unfamiliar to many Cold War Marines. General Mattis

had been preparing his troops for the inevitable for

some time, most notably during the rehearsal of concept drills in late February. On 27 February, he had

spoken forcefully about "soldierly compassion and

incredible violence."86 One of the officers at the rehearsal drill, field historian Colonel Reed R.

Bonadonna, wrote what he had heard:

General Mattis was an inspiring and sometimes

fiery speaker, and he did not disappoint.

[Hie provided the words of inspiration to pass

down to the troops. He said that the Brits and

we were free people fighting for what we believe in. There are no war protests in Iraq

because Saddam would not allow them. He

told us that, when we get home, we should

shake the hand of a war protester and thank

him for exercising the freedoms we had fought

On one of his many visits to the units under his command, MajGen James N. Mattis stressed that the 1st

Marine Division would destroy those Ira qiforces that

chose to fight, and treat all others with decency and

soldierly compassion. CCC 030218-M-5150A-006

to protect, and then wink at the protester's girl.

[Thisi brought the house down, releasing

the tension so many of us felt. . . Mattis. . . appealledi . . . to our sense of justice and our

sense of ourselves as men in the same breath.

He was like Patton, maybe better, because

[hel . . . came across as natural, not performative. 187

In a written message in March, General Mattis

summarized the reasons for the war and declared that

"together we will ... close with those forces that

choose to fight, and destroy them. . . . [Wie will treat

all others with decency, demonstrating chivalry and

soldierly compassion." He warned his Marines to be

ready for "chemical attack, treachery, and ... other

unethical tactics," exhorting them to keep their honor

clean and to keep faith with their comrades on their

left and right and with Marine air overhead. Finally,

in an archaic turn of phrase, he charged them to

"Wight with a happy heart and strong spirit."189 The

general's intent was to evoke Sitting Bull and Crazy

Horse on the Little Bighorn, not General Custer, who

may have had a strong spirit but probably did not

have a happy heart on the day he died. It was "the

idea that . . . you sense that all is well in your world

[asi. . . a Marine. . . you have got a good Marine on

your left and [oni your right. . . . [T]hat sense of happiness [abouti . . . who you are fighting alongside armors you . . . against the trauma of the battlefield."89

Like General Mattis, Genera! Amos had been making the rounds of his squadrons. The gatherings on 4

March on the USS Bataan (LHD 5), now the "Harriercarrier," were typical. He spoke first to the assembled

Marines and sailors in the well deck and then met

with the officers of the two embarked squadrons in

the ready room. The general implied at each meeting

that the war would start soon. He emphasized a number of themes: watching out for one another; the just

cause of the Coalition's impending actions, to be

taken against Saddam Hussein, not the Iraqi people;

the corollary need to limit collateral damage; and the

belief that many Iraqi soldiers would surrender rather

than fight.'9° Just before launching his forces against

the enemy, General Amos wrote a more formal message to the wing, offering a "few thoughts" to his

Marines about the honorable cause that they were

embarking on and declaring that there was "a fear

worse than death . . . that is the fear of letting down

your fellow Marines." He predicted, "We will win this

war and the respect of the Iraqi people . . . and we

will do it honorably." He distributed the message to

his air groups as an attachment to an e-mail, which he
56 Basrah, Baghdad and Beyond

ended with "God Bless each of you ... now let us go

kick the shit out of them!"91'

Perhaps the most eloquent "go to war" speech that

anyone delivered was that of Lieutenant Colonel Tim

Collins, commanding officer of the 1st Battalion,

Royal Irish Regiment, delivered on 19 March. Known

for his American-made gold Ray-Ban sunglasses,

ever-present cigar, and kukri, the ferocious curved

Nepalese blade he was entitled to carry for commanding the Gurkha company attached to his battalion, Collins was a flamboyant commander whose

ancestors had served with the regiment for generations.192 Said to be a reflection of his upbringing and

his professionalism, and not of a desire for publicity,

his unusual eloquence was widely reported in the

press and caught the attention of a number of prominent figures, including Prince Charles and President

Bush:193"

We go to liberate, not to conquer. We will not

fly our flags in their country There are

some who are alive at this moment who will

not be alive shortly. Those who do not wish to

go on that journey, we will not send. As for the

others, I expect you to rock their world. Wipe

BGen Richard Natonski of Task Force Tarawa and the 1st Force

Service Support Group's deputy commander and sergeant major

also made the rounds of their subordinate units, making final coordination and delivering words of encouragement.

'One of the ironies of the war is that two months later the press

also reported that Collins was under investigation for mistreating

prisoners. Maj Re Biastre, a U.S. Army civil affairs officer attached

to Collins's battalion, lodged a formal complaint against Collins that

contained a number of charges. It soon emerged that on the streets

of occupied Rumaylah, Biastre had challenged Collins's authority in

the presence of Brigadier Jacko Page, Collins's immediate superior.

Collins had reacted angrily, ordering Biastre's arrest for insubordination and then banishing him from the area. Biastre in turn prepared a 2,400-word statement including specific charges against

Collins along with the observation that many British officers had expressed their resentment of Americans. The charges were mistakenly attributed to Maj Stanton S. Coerr, an A.NGLICO Marine who

was also attached to the battalion but outraged by the mistake,

since he held Collins in high regard. In the end, after considerable

them out if that is what they choose. But if you

are ferocious in battle, remember to be magnanimous in victory. . . . If there are casualties

of war then remember that, when they woke

up and got dressed in the morning, they did

not plan to die this day. Allow them dignity in

death. The enemy should be in no doubt that

we are his nemesis and that we are bringing

about his rightful destruction. . . . You will he

shunned unless your conduct is of the highest

• . . We will bring shame on neither our uniform nor our nation.'94

The speeches, along with the frequent air-raid or,

more precisely, missile-raid drills, to prepare for a possible preemptive strike with weapons of mass destruction against the troop concentrations in Kuwait, all

contributed to a sense that war was imminent. There

was also a sense among some officers that the operation was a high-risk proposition on at least one other

account, and that was the logistics challenge: Would I

MEF be able to push supplies fast enough into the

heart of Iraq to maintain the momentum of the attack?'95 But along with these concerns was a wish for

the waiting to end and a determination to get on with

the inevitable while the Marines were at their peak. If

left too long in their desert camps, these young men

and women might lose their edge. "Waiting [was]," a

field historian wrote, "hard on morale ... from [the]

youngest to [the] most senior. "1l'6

press play in the United Kingdom, the Ministry of Defence announced that the charges had been dropped. The incident became

a footnote to history that sheds light on the nature of British-American relations during the war. Biastre's complaint was not entirely

misplaced. Occasionally undercurrents of tension between the

United States and the British in Iraq would surface, which was natural since the British public was opposed to the war and since the

culture of the long-serving British military was so different from

that of the short-serving American military. Some British officers

appeared more likely to stand on their authority than their less formal American counterparts. But on the whole, the United States

Marines and the British soldiers and Roya' Marines worked together

with less friction than American sister Services in past conflicts, and

happily drank together at the end of Phase III. ("Ministry Ctears

RIR Iraq Hero," Belfast News Letter, 2Sep03, p. 6)
Chapter 4

The Opening Gambit: "Tally-Ho!"

The "Opening Gambit" that I MEF prepared so

thoroughly in its drills and plans still had as its goal

to seize the southern oil fields that were, very

roughly, north of Kuwait and west of the city of Basrah, and usually known as the Rumaylah oil fields.

For General McKiernan, seizing the oil fields was like

a foreign branch to his base plan, separate from the

essential mission of driving to Baghdad, considered

the enemy center of gravity.197 It was an imperative,

imposed on Coalition Forces Land Component Command (CFLCC) by CentCom rather late in the day, intended to keep Saddam Hussein from creating an

environmental disaster by blowing oil wells as he had

in Kuwait in 1991 and as he planned to do again in

his own country when the Coalition attacked. The

way General Conway explained it, for CentCom the

oil fields were as important as Baghdad, and money

from oil was needed to rebuild the country.198

The final plan was for the division to seize the oil

fields while the British, reinforced by 15th Marine Expeditionary Unit (Special Operations Capable) (15th

MEU (SOC)) to make up for a British unit that could

not make it to the fight, moved against the Al Faw

Peninsula and the port of Umm Qasr, which lay between Kuwait and Basrah. Once Umm Qasr and the

oil fields had been secured by the Marines, the British

Army would relieve them and become responsible

for securing the southeastern part of Iraq. The 15th

MEU would revert to Marine control, and I MEF

would move to the west, on its way to the river crossings at An Nasiriyah before moving north.

The plan for the first few days of war was so carefully choreographed, as contrasted with the more

general plans for the rest of the war. Even though the

nature of Marine participation in the Baghdad fight

was still up in the air, the Marine expectation, as of

early March, was still that the force would pass

through Al Kut to threaten Baghdad from the east.

Within 24 hours of the 17 March movement order, the 1st Marine Division's 20,000 Marines and more than

5,000 vehicles deployed from support areas into dispersal areas. The shift began a series of moves that would

take the division to Baghdad. S S Photo courtesy of 1st Marine Division
the phone in the "War Room" at Camp Doha, Kuwait,

inevitable.

General Conway considered the danger of attack by

weapons of mass destruction to be "highest" in and

around Al Kut; it would be on the route to Baghdad

but not too close to that city (the theory being that

the enemy would hesitate to contaminate his own

capital). That militated for getting the Marines as

close to Baghdad as they could and as quickly as

possible, whatever the final arrangements for the difficult fight inside the city turned out to be.199 Nevertheless, General Mattis made it a matter of record that

he was ready not only to cross the line of departure

but to go on to the capital: "this division is prepared

for rapid attack in the Iraq regime's center of gravity,

Baghdad."20°

On 17 March, President George W. Bush gave Saddam Hussein and his sons 48 hours to leave Iraq.

What followed was a confusing series of schedule

changes for I MEF. Now on edge about sabotage in

the oil fields, CFLCC sent a "be prepared to" tasker to

Conway. This led I MEF, in the early morning hours

of 18 March, to issue Fragmentary Order (FragO) 046-

03, which tasked its subordinate commands to be

prepared, by 1800Z (or 1800 Greenwich Mean Time,

a standard used to avoid confusion) on the same day,

to seize the oil fields on four hours' notice. The next

day, after seeing "live-feed" from a "Predator" unmanned aerial vehicle showing oil well fires that

looked like sabotage, CFLCC contacted CentCom to

to his subordinate commanders as combat now looked

request permission to launch the ground offensive

early to in order to limit the potential for further sabotage 201

Long lines of Marine vehicles now started to move

to their dispersal areas and then to their intermediate

attack positions near the border. The processions

moved across the desert landscape on 18-19 March,

while engineers finalized the complicated work of

clearing lanes through the demilitarized zone on the

border between Kuwait and Iraq. Although often

called "the berm," as in, "I am going across the berm

into Iraq," it was actually much more than that. In

most places there was at least one antitank ditch, a

10-foot berm, and an electric fence. With Kuwaiti assistance, Coalition engineers had been working on

the berm for quite some time to prepare lanes for the

attack.202 The adrenaline was starting to flow. Ground

crews and aircrews turned to at the large bases like

Au Al Salem and Al Jaber, as they did at a few small

expeditionary airfields like "Joe Foss," which was little more than a rolled-sand landing strip for KC-130s

in the desert near the Iraqi border. General Amos reported that "strike aircraft... and assault support/attack aircraft . . . are loaded with ammunition, fueled,

and ready. Casevac [casualty evacuation] aircraft are

forward . . . with the maneuver elements. Quickstrike package is identified. Crews . . . [are] on 30

minlutes] alert . . . [for] counter-fire mission should

58 Basrah, Baghdad and Beyond

Photo courtesy of CFLCC

LtGen David A. McKiernan, right, commander of the Coalition Forces Land Component Command, talks on