23 Days to Baghdad U.S. Marine Aviation Combat Element in Iraq, 2003 Saint
Front Cover: During Operation Iraqi Freedom, several Marine AH-1W Super Cobras 

land on a road near the Jalibah airstrip for 

fuel and munitions. The supplies were provided from a forward arming and refueling 

point operated by MWSS-373.

Photo by Sgt Giles M. Isham. 

Defense Imagery 030325-M-3 368I-007
23 Days to Baghdad

U.S. Marine Aviation Combat Element in Iraq, 2003 

Colonel Patricia D. Saint

U.S. Marine Corps Reserve (Ret) 

Occasional Paper

History Division

United States Marine Corps

Quantico, Virginia

2015
Other Publications in the Occasional Papers Series

Vietnam Histories Workshop: Plenary Session. Jack Shulimson, editor. 1983. 31 pp.

Vietnam Revisited: Conversation with William D. Broyles, Jr. Colonel John G. Miller, USMC, editor. 

1984. 48 pp.

Bibliography on Khe Sanh USMC Participation. Commander Ray W. Strubbe, CHC, USNR (Ret),

compiler. 1985. 54 pp.

Alligators, Buffaloes, and Bushmasters: The History of the Development of the LVT Through World War II. 

Major Alfred Dunlop Bailey, USMC (Ret). 1986. 272 pp.

Leadership Lessons and Remembrances from Vietnam. Lieutenant General Herman Nickerson Jr., 

USMC (Ret). 1988. 93 pp.

The Problems of U.S. Marine Corps Prisoners of War in Korea. James Angus MacDonald Jr. 1988.

295 pp.

John Archer Lejeune, 1869–1942, Register of His Personal Papers. Lieutenant Colonel Merrill L. Bartlett, 

USMC (Ret). 1988. 123 pp.

To Wake Island and Beyond: Reminiscences. Brigadier General Woodrow M. Kessler, USMC (Ret). 

1988. 145 pp.

Thomas Holcomb, 1879–1965, Register of His Personal Papers. Gibson B. Smith. 1988. 229 pp.

Curriculum Evolution, Marine Corps Command and Staff College, 1920–1988. Lieutenant Colonel

Donald F. Bittner, USMCR. 1988. 112 pp.

Herringbone Cloak-GI Dagger, Marines of the OSS. Major Robert E. Mattingly, USMC. 1989. 315 pp.

The Journals of Marine Second Lieutenant Henry Bulls Watson, 1845–1848. Charles R. Smith, editor.

1990. 420 pp.

When the Russians Blinked: The U.S. Maritime Response to the Cuban Missile Crisis. Major John M.

Young, USMCR. 1990. 246 pp.

Marines in the Mexican War. Gabrielle M. Neufeld Santelli. Charles R. Smith, editor. 1991. 63 pp.

The Development of Amphibious Tactics in the U.S. Navy. General Holland M. Smith, USMC (Ret). 

1992. 89 pp.

James Guthrie Harbord, 1866–1947, Register of His Personal Papers. Lieutenant Colonel Merrill L.

Bartlett, USMC. 1995. 47 pp.

The Impact of Project 100,000 on the Marine Corps. Captain David A. Dawson, USMC. 1995. 247 pp.

Marine Corps Aircraft: 1913–2000. Major John M. Elliot, USMC (Ret). 2002. 126 pp.

Thomas Holcomb and the Advent of the Marine Corps Defense Battalion, 1936–1941. David J. Ulbrich.

2004. 78 pp.

Marine History Operations in Iraq: Operation Iraq Freedom I, A Catalog of Interviews and Recordings. 

Lieutenant Colonel Nathan S. Lowrey, USMCR. 2005. 254 pp.

With the 1st Marine Division in Iraq, 2003: No Greater Friend, No Worse Enemy. Lieutenant Colonel 

Michael S. Groen, USMC. 2006. 413 pp.

Marine Advisors: With the Vietnamese Provincial Reconnaissance Units, 1966–1970. Colonel Andrew R. 

Finlayson, USMC (Ret). 2009. 72 pp.

Marine Advisors with the Vietnamese Marine Corps: Selected Documents Prepared by the U.S. Marine

Advisory Unit, Naval Advisory Group. Charles D. Melson and Wanda J. Renfrow, compliers and 

editors. 2009. 188 pp.

Operation Millpond: U.S. Marines in Thailand, 1961. Colonel George R. Hofmann Jr., USMC (Ret). 

2009. 36 pp.

Close Air Support and the Battle for Khe Sanh. Lieutenant Colonel Shawn P. Callahan, USMC. 2009.

179 pp.
Contents

Foreword........................................................................................................................................... v

Preface............................................................................................................................................. vii

Prologue: Defending America’s Homeland .................................................................................... 1

Part I: Preparation

 Chapter 1 Building Relationships for War...................................................................... 9

 Chapter 2 Understanding the Ground Scheme of Maneuver..................................... 19

 Chapter 3 Developing the Marine Aviation Strategy................................................... 29

 Chapter 4 Controlling and Supporting Aircraft ........................................................... 51

 Chapter 5 Deploying Forward: Moving People, Planes, and Parts ............................ 59

Part II: Readiness and Shaping the Battlespace

 Chapter 6 Briefing the Air Campaign .......................................................................... 73

 Chapter 7 Countdown to the Border........................................................................... 83

Part III: Decisive Operations

 Chapter 8 Air Operations Intensify .............................................................................. 99

 Chapter 9 Battling for the Bridges of an-Nasiriyah................................................... 111

 Chapter 10 Baghdad Bound ......................................................................................... 127

Part IV: Transition to Security and Stability Operations

 Chapter 11 Regime Removal ........................................................................................ 153

 Chapter 12 Redeploying the Air Wing ......................................................................... 163

Epilogue ........................................................................................................................................ 169

Notes............................................................................................................................................. 171

Appendix A Command and Unit List ........................................................................................ 179

Appendix B Selected Glossary of Terms and Abbreviations ................................................... 185

Appendix C Chronology of Events ............................................................................................ 189

Appendix D Unit Citation........................................................................................................... 195

Appendix E 3d MAW Aircraft Deployed during Operation Iraqi Freedom I.......................... 197

Appendix F 3d MAW Statistics .................................................................................................. 201

iii

Foreword

The Marine Corps History Division has undertaken the publication for limited distribution of various studies, theses, compilations, bibliographies, monographs, and memoirs, as well as proceedings at selected 

workshops, seminars, symposia, and similar colloquia, which the division considers to be of significant 

value for audiences interested in Marine Corps history. These “occasional papers,” which are chosen for 

their intrinsic worth, must reflect structured research, present a contribution to historical knowledge not 

readily available in published sources, and reflect original content on the part of the author, compiler, or 

editor. It is the intent of the division that these occasional papers be distributed to selected institutions, 

such as service schools, official Department of Defense historical agencies, and directly concerned Marine 

Corps organizations, so the information contained therein will be available for study and exploitation.

This occasional paper adds to the History Division’s examination of U.S. Marines in the Global War 

on Terrorism and depicts a chronology of Marine aviation events and achievements in Operation Iraqi 

Freedom during 2003. This publication describes the uniqueness of a scalable Marine air-ground task 

force and clearly demonstrates its benefits when the 3d Marine Aircraft Wing formed an aviation combat 

element to better support the ground maneuver element during the rapid 23-day march to Baghdad. 

In the period leading up to Operation Iraqi Freedom, our nation expressed a Pearl Harbor–like 

sentiment that stemmed from the deliberate 11 September 2001 attack on American soil, with parallels 

between Japanese pilots and the more contemporary terrorist hijackers who took control of civilian airliners. Defense strategists had begun drawing a plausible connection between the 9/11 attacks and Saddam Hussein’s suspected arsenal of weapons of mass destruction, thus fueling increased multinational 

support for an offensive against Iraq. Given this mindset along with military direction, Major General 

James F. Amos began preparing 3d Marine Aircraft Wing in August 2002 for an air campaign based on 

ground scheme maneuvers that would logistically and operationally challenge the Marine aviation community—once again. 

Recalling the aerial attack on 7 December 1941 at Pearl Harbor, where the U.S. Navy’s Pacific Fleet 

was moored, readers are reminded of numerous accounts of Marines performing beyond expectations 

during the heat of battle. For example, Marine Aircraft Group 21’s commanding officer, Colonel Claude 

A. Larkin, was returning to Ewa airfield from Honolulu in the early morning hours of 7 December when 

a low-flying Mitsubishi A6M2 fighter aircraft strafed his 1930 Plymouth. Colonel Larkin survived the initial attack, but suffered several penetrating wounds from subsequent aircraft gunfire. Despite his severe 

injuries, he managed to direct the defense of the smoke-filled airfield to minimize damage to aircraft and 

personnel. Colonel Larkin ordered his Marines to set up additional security around the airfield and to redistribute stockpiled ammunition to prevent a massive explosion, while conducting rescue and recovery 

efforts for fallen and wounded Marines. Meanwhile, fighter pilots like Captain Robert E. Galer unsuccessfully tried to reach their cockpits during the attack. They were handed rifles instead and ordered to “fire 

in volleys,” taking refuge inside a huge hole that had been dug for a base swimming pool. 

In this book, you will read accounts of Marines of all ranks and from all squadrons performing similar 

acts during Operation Iraqi Freedom. This holds true, particularly during the Opening Gambit, the Battle 

of an-Nasiriyah, the rescue of Jessica D. Lynch, and the Task Force Tripoli prisoner-of-war recovery mission. In retrospect, the aviation combat element strategy allowed the air wing to operate as a separate 

maneuver element with Marines controlling Marine aircraft in a joint arena. Ultimately, Iraqi combatants 

were forced to make two basic choices—remain in position and fight or flee and become a convenient 

target of opportunity. 

Dr. Charles P. Neimeyer

Director of Marine Corps History 

v

Preface

More than a decade after Major General James F. Amos led the 3d Marine Aircraft Wing (3d MAW) in air 

combat during Operation Iraqi Freedom, this occasional paper joins the History Division’s discussion of 

U.S. Marines in the Global War on Terrorism. More importantly, this work pays tribute to all those who 

served, sacrificed, and shared their stories. 

This historical account captures the monumental administrative, logistical, and operational planning 

and preparation activities leading up to the launch of the air campaign that began on 19 March 2003, 

while also providing an event-driven timeline during the 400-mile journey from Kuwait to Iraq’s capital. 

It highlights Marine aviation with its full spectrum of doctrinal capabilities and 3d MAW’s 400-plus tactical aircraft, along with the rationale for forming an aviation combat element that would also operate as a 

separate maneuver element to better support ground forces during their rapid advancement to Baghdad. 

Although unconventional, this strategy was critical for complementing the need for speed and surprise 

to support the group troops—thus the advance became the eyes for the 1st Marine Division. 

This book portrays repeated examples of small unit leadership, camaraderie, and “can-do” spirit within every squadron and aircraft group that collectively contributed to the 3d MAW’s successes during the 

march to Baghdad. Until the end of the air campaign, aircrews tirelessly flew planned and on-call fixedand rotary-wing sorties during darkness and through harrowing sandstorms to deliver troops, medical 

evacuations, supplies, and ordnance on target, while maintenance crews and aviation logisticians retained 

high operational readiness rates despite austere conditions. Given the solid relationship and operational 

agreement in place between General Amos and U.S. Air Force Lieutenant General T. Michael Moseley, 

the Coalition air component commander, Marine aviation was allowed to directly manage Marine assets 

with joint Air Force accountability. Marine wing support squadrons joined with air command and control 

Marines to keep pace with tactical air wing operations by leapfrogging primarily in tactical convoys to 

forward operating bases and forward arming and refueling points. When air combat operations ended, 

Marine aviation flew 22 percent of Coalition missions and lost only six rotary aircraft to Class A mishaps 

or crashes. The 15,000 Marines who served under General Amos’s command—whether they have retired, 

left active duty, or still wear the uniform—will forever remember receiving the Presidential Unit Citation 

on 3 November 2003 and witnessing “Marines taking care of Marines” during Operation Iraqi Freedom. 

My initial appreciation of Marine aviation and desire to serve began early in my childhood with my 

father, Marine First Lieutenant Irvin J. Dillon, telling stories about flying Vought F4-U Corsairs during 

World War II, and with my mother, Imogene B. Dillon, instilling a deep-rooted sense of patriotism. As a 

company grade officer, my military aviation career included assignments as a tactical air controller with 

Marine Air Control Group 28 and as an aviation logistician with Marine Aircraft Group 14; as a reservist, 

I served as an officer-in-charge of mobilization readiness at Marine Corps Air Station Cherry Point, North 

Carolina. Collectively, these roles provided a firm foundation for understanding the complexities and 

addressing the challenges and successes of Marine aviation during Operation Iraqi Freedom. Asked by 

retired Colonel Richard D. Camp Jr. to write the Marine aviation story for History Division, I was mobilized to active duty in 2006. 

This occasional paper was made possible by the unwavering support and encouragement of Dr. 

Charles P. Neimeyer, director of the Marine Corps History Division, along with superb editorial guidance 

from Charles D. Melson, chief historian of the Marine Corps History Division. My sincere thanks extends 

to other History Division staff for providing peer and editorial reviews: retired Colonel Stephen S. Evans; 

Colonel Nathan S. Lowrey; retired Lieutenant Colonel David A. Benhoff; Major C. Cameron Wilson; Annette D. Amerman; Wanda J. Renfrow; James M. Caiella; Kenneth H. Williams; Shawn H. Vreeland; and 

Angela J. Anderson. Fellow Marine Colonels Teresa L. Dillon, Jincy L. Hayes, and Ronnell R. McFarland 

also provided reviews, while aviation-focused field historians Dr. Fred H. Allison, Colonel Jeffrey Acosta, 

and Colonel Michael D. Visconage shared numerous oral interviews and photographs. My genuine appreciation also extends to the graphic design talents of W. Stephen Hill, who designed and laid out the 

book, and Vincent J. Martinez, who helped transform a collection of photos into a visual storyboard. 

vii
Finally, I want to thank my family, retired U.S. Navy Commander William K. Saint and my sons, Thomas 

J. and Patrick D. Saint, as well as my sister, Letitia A. Moscrip, for truly understanding and supporting 

my call to duty. 

Undoubtedly, it was a genuine honor to write this occasional paper, particularly collecting, reinterviewing, and sharing the stories of those Marines and sailors who were part of the 3d MAW. 

I am grateful for the publication of this book, thus adding another chapter to the proud legacy of 

Marine aviation. 

Patricia D. Saint

Colonel, U.S. Marine Corps Reserve (Retired)

viii
First Responders

Nearly 60 years after Japanese bomber and fighter 

pilots attacked the U.S. naval base at Pearl Harbor, 

19 Islamist terrorists hijacked four civilian aircraft 

shortly after takeoff, murdering flight crews and 

replacing licensed aviators with suicide pilots. The 

hijackers seized control of the cockpits, deviated 

from flight plans, and redeployed the passenger 

planes as deadly missiles—with innocent civilians 

on board—toward predetermined targets, specifically the twin towers of the World Trade Center in 

New York City and the Pentagon near the District 

of Columbia.* As our nation witnessed the series 

of surprise aerial attacks unfold on 11 September 

2001, the U.S. Marine Corps and its sister services 

would soon be called on to defend America once 

again.** 

Inside the Pentagon, where many military personnel had just begun reporting for work, American Airlines Flight 77 crashed into the east side 

of the building, engulfing it in flames. Not surprisingly, Marines reacted immediately alongside 

other military personnel, assuming leadership 

roles, assisting, directing, and rescuing others 

from the burning building. Unaware at first that 

a plane had crashed into the Pentagon, Colonel 

Susan G. Sweatt, a fiscal officer and former tactical air controller, made lifesaving decisions as she 

quickly led her civilian staff to safety away from 

a smoke-filled office suite to the outside grounds 

where they joined a dazed workforce of 18,000 

military and civilian personnel. In the midst of a 

Prologue

Defending America’s Homeland

Freedom, itself, was attacked this morning by a faceless coward, and freedom will be defended.

—President George W. Bush, 11 September 20011

mass evacuation that overflowed into nearby Arlington, Virginia, neighborhoods, Colonel Sweatt 

recalled the depth of kindness local residents displayed by offering food, water, telephone access, 

and hospitality for displaced and stranded victims 

and extending repeated gestures of human compassion.2

Lance Corporals Dustin P. Schuetz and Michael 

Vera were thrown to the floor by the blast, lying 

beneath dozens of manuals, books, and debris. 

Uninjured, they evacuated their offices and joined 

other rescuers on a lower floor where the scene 

was more gruesome; there, they removed more 

seriously injured personnel trapped in mounds of 

rubble. Relying on natural instincts and survival 

skills, rescuers rolled around in pools of standing 

U.S. National Archives identifier 6604922

A view of the wreckage at the World Trade Center site 

on 15 September 2001, just four days after the terrorist 

attacks of 9/11. An American flag can be seen draped 

from the skyscraper known as Two World Financial 

Center, which was damaged by falling debris from the 

collapse of the twin towers.

*By midmorning, three aircraft had purposely crashed into their intended targets, demolishing both World Trade Center towers and the 

east side of the Pentagon near the fourth corridor. A fourth aircraft 

crashed in rural Pennsylvania while en route to its intended target—

the U.S. Capitol building—which was spared from destruction due to 

heroic passengers who struggled with their hijackers on board United 

Airlines Flight 93.

**After the 11 September 2001 terrorist attacks, the day has been referred to as September 11th or 9/11, which signifies a universal fast 

dial telephone code (911) used to summon emergency police, fire, 

or medical assistance. 

1
2 23 Days to Baghdad

water to refresh their bodies from the intense heat 

of the raging fire. Unconcerned for their own safety, they continued searching for more trapped victims, estimating that they may have saved a dozen 

lives before firefighters arrived on site.3

On another side of the building, Major Bradley 

H. Shumaker was drinking a cup of coffee and 

watching a television monitor near the Pentagon 

Joint Military Command Center* when he first 

heard the breaking news about the World Trade 

Center collapse. Serving as a senior crisis action 

team member on the joint operations staff, Major 

Shumaker overheard an incoming phone call from 

the Federal Aviation Agency (FAA) that reported 

another aircraft hijacking in progress. At the same 

time, he recalled an annoying grumbling noise, 

similar to the roar of a faulty industrial air conditioner, followed by piercing alarms moments later. 

Quickly deducing that another attack had occurred, 

the major assembled a group to field executivelevel communications. Eventually, the team left the 

smoldering building and established a more permanent alternate command post in a different location, flying nap-of-the-earth by helicopter up the 

Potomac River with no other aircraft in sight.4

In a terrifying span of 1 hour and 20 minutes, 

Photo by TSgt Cedric H. Rudisill, USAF. Defense Imagery 010914-F-8006R-006

An aerial view of the area where American Airlines Flight 77 slammed into the Pentagon on 11 September 2001. 

Ironically, this section was in the final stages of a renovation to reinforce and update the building. The huge American flag visible to the right of the damaged area is a garrison flag sent by the U.S. Army Band at nearby Fort Myer, 

Virginia. 

all four aircraft had crashed in New York, Virginia, and Pennsylvania, killing 256 passengers and 

crew members upon impact, while the aftermath 

from the building fires and collapses subsequently 

claimed an additional estimated 3,000 people, surpassing the number of lives lost during the Pearl 

Harbor attack.5 Ironically, the 9/11 surprise attack 

occurred on the 60th anniversary of the Pentagon’s 

groundbreaking ceremony.

U.S. Airspace Temporarily Shuts Down

Meanwhile, as smoke billowed from the Pentagon, other government agencies were scrambling 

in response to the series of attacks. Former Chief 

Warrant Officer Mark D. St. Amand reported for 

his morning shift as a civilian air traffic controller 

at the Washington air traffic control center in Leesburg, Virginia, unaware that he would face one of 

the most challenging days of his professional career. At 0800, he assumed temporary supervisory 

duties as the controller-in-charge, while his boss 

took a short coffee break. The FAA had already 

forwarded its first warning of a terrorist attack at 

0838 to the Northeast Air Defense Sector within 

the North American Aerospace Defense Command 

when the transponder on American Airlines Flight 

11, the first aircraft to crash, no longer provided 

a signal.6

 At that time, St. Amand was controlling seven different sectors that equated to about 

*The Pentagon’s command center operated as a 24-hour crisis action 

site to inform the president of the United States and the chairman of 

the Joint Chiefs of Staff of current operations.
 Defending America’s Homeland 3

30–45 aircraft; although the information certainly 

piqued his interest, he implemented no special 

procedures other than to advise other controllers 

of the situation. News of the second crash, however, generated a heightened tempo; a situation of 

this nature had never been rehearsed during mandated security control of air traffic and air navigational aid drills. Further, in an unprecedented 

decision in the history of civil aviation, the FAA 

completely shut down U.S. airspace to commercial 

and private aircraft—except for military flights.* 

St. Amand’s controllers rapidly became saturated with coordination decisions related to diverting, landing, and parking airplanes at any airport 

with space available. As he remembered:

We would arrange for aircraft to divert to 

Norfolk or Raleigh, and then would receive 

notification that those airports had reached 

their traffic capacity. Some aircraft had to 

dump fuel because they were too heavy and 

exceeded landing weights at specific airports. 

We continuously coordinated with adjacent 

centers about approach control and whether to park aircraft on runways or at nearby 

hangars. About two to three hours later, all 

aircraft in our sector had been successfully 

parked, yet it was eerie to see blank radar 

scopes—just empty screens and no airplanes 

flying in the sky. The airspace was empty.7

From an airline pilot’s perspective, US Airways 

Captain William K. Saint Jr., a retired U.S. Navy 

commander, was holding in the number one position to take off from runway 28-Right at Pittsburgh 

International Airport. With no knowledge of any 

terrorist attacks, the McDonnell Douglas MD-80 

captain finished his departure checklist and waited for final clearance from air traffic control at the 

same time the second hijacking was underway. 

Noting that it was taking an unusually long time 

for a response from the control tower, Saint reacted 

immediately when a controller calmly yet decisively stated a most unusual command, “The airport is 

closed, return to the gate.” Air traffic controllers 

relayed this message across the country, and just 

like many other pilots who heard the same command that morning, Saint, a former Lockheed P-3 

Orion pilot, did not question the order. Instead, he 

promptly returned the aircraft to the jetway and 

helped passengers deplane, despite being unclear 

as to the reason for sudden and massive grounding of flights. Regardless, once inside the terminal, 

people were quickly exiting the airport complex 

in reaction to reports about a hijacked airplane 

that was headed for the Pittsburgh airport. He recalled the scene: 

Without any ground transportation, I walked 

a couple of miles to a nearby hotel where several other airline crew members and stranded 

passengers stood in the lobby, searching for 

vacant rooms. Later that afternoon, I was bothered by the stillness with no familiar roar of jet 

engines or the unique smell of aviation fuel. 

The only activity at the airport was a couple 

of Pittsburgh Air National Guard [Boeing] KC135 [Stratotanker] aircraft that I later learned 

were flown to refuel fighter aircraft assigned 

to patrol the skies over Washington, DC.8

By sunset, the FAA and its many air controllers like St. Amand had safely grounded more than 

4,500 airplanes. After three days on standby status, 

U.S. airspace reopened. Saint was among the first 

pilots who began flying a limited schedule, but 

this was initially without any commercial flights 

into or out of the Washington, DC, area.9

 

Hornets on Patrol 

Within 24 hours of the attacks, Marine aviation 

flew one of its first missions defending America’s 

homeland when Marine Fighter Attack Squadron 

321 (VMFA-321), a reserve McDonnell Douglas 

F/A-18 Hornet squadron, was called upon to fly 

combat air patrols over the nation’s capital in support of Operation Noble Eagle.* Based at Andrews 

Air Force Base in eastern Maryland, the commanding officer, Lieutenant Colonel Robert A. Ballard, 

placed the squadron on standby status and ral-

*A civilian air controller, Benedict L. Sliney, ultimately made the critical decision from Herndon, Virginia. Ironically, Sliney, a former New 

York lawyer who had once sued the FAA on behalf of air controllers, 

was just beginning his first day on the job as national operations 

manager—the “big boss” of the air traffic system—when reports of 

the hijackings began flooding his terminal.

*Operation Noble Eagle involved many services, and by Friday, 14 

September, Capt Ralph E. Bally, USN, arrived in New York City on 

board the USS Comfort (T-AH-20), a U.S. Navy hospital ship to support search, rescue, and recovery efforts. As a member of a mental 

health team, Capt Bally distributed pamphlets that identified symptoms 

of anxiety and posttraumatic stress disorder; offered a formal debriefing for police officers, firefighters, emergency medical technicians, and 

other rescue workers; and provided humanitarian relief until 1 October.
4 23 Days to Baghdad

lied his Marines to report to the hangar.* Fully anticipating a mission, proactive maintenance crews 

had already begun refueling fighter-attack aircraft, 

loading ordnance payloads with 20mm cannon 

rounds and a few AIM-9 Sidewinder air-to-air missiles borrowed from the District of Columbia Air 

National Guard’s 121st Fighter Squadron. Coordinating with the Northeast Air Defense Sector, Colonel Ballard briefed his aircrews on the distinct 

ad hoc rules of engagement, authorizing pilots to 

identify and target any aircraft that penetrated the 

25-mile perimeter around the nation’s capital. Because several of the pilots were also commercial 

airline pilots, this newfound direction punctuated 

the seriousness of the overall situation.** By the 

end of the day, approximately 70 VMFA-321 personnel had reported to the squadron, including 

15 pilots from various regions of the country who 

camped out in the squadron hangar, sleeping on 

the floor or in ready room briefing chairs. They 

flew over the U.S. Capitol until relieved by an Air 

Force squadron the following day.10

Retaliation: 

Operation Enduring Freedom

On that 9/11 morning, President George W. Bush 

was touring an elementary school classroom in 

Sarasota, Florida, when he was informed of the 

first airplane crash. After a brief moment of silence, Secret Service agents whisked him away to 

a nearby airport, and by 0955 the president was 

airborne on Air Force One en route to an alternate 

commander-in-chief command post.11 Later that 

afternoon, the National Security Council conveyed 

its belief that Osama bin Laden and his network 

of al-Qaeda terrorists were responsible for the attacks.12 Although his words were brief, President 

Bush addressed the American people in a twominute speech from Barksdale Air Force Base in 

Louisiana, reassuring them of his commitment 

to “hunt down and punish those responsible for 

these cowardly acts.”13

At the White House the next day, he began 

making the legal, economic, diplomatic, and 

military decisions necessary to act on that commitment, beginning with passage of Senate Joint 

Resolution 23. Four days later, it became Public 

Law 107-40 and authorized the use of U.S. Armed 

Forces against those responsible for the recent attacks launched against the United States.14 Central 

Intelligence Agency briefings further profiled the 

9/11 suicide pilots as Islamist terrorists from the 

al-Qaeda network, safeguarded by Afghanistan’s 

extremist Taliban regime.15 As more information 

surfaced, it became evident that the hijackers 

not only intended to instill fear in the American 

homeland, but they had a long-term commitment 

to disrupting the economic, military, and political 

pillars of the United States—in essence, the American way of life. 

With the president’s legal and economic actions 

in place, orchestrating a military response against 

the terrorist network proved difficult because the 

hijackers and those associated with the 9/11 attacks wore no military uniforms to signify a specific country of origin. Additionally, a polished 

operational plan for an Afghanistan campaign 

was nonexistent.* Regardless, Secretary of Defense Donald H. Rumsfeld directed the U.S. Central Command (CentCom) commander, U.S. Army 

General Tommy R. Franks, to prepare “credible 

military options.” Franks’s staff began formulating 

a joint service contingency plan to neutralize the 

terrorist threat posed by the Taliban regime and 

al-Qaeda radicals in Afghanistan.16 He reviewed 

an existing contingency operational plan written 

three years earlier by his predecessor, Marine General Anthony C. Zinni.** This plan focused on Iraq, 

however, rather than Afghanistan.17 General Zinni’s Operational Plan 1003-98 outlined an Iraq invasion with a gradual Middle East presence over a 

10-year period, requiring a force of 380,000 troops 

with logistical support for a potential operation in 

Afghanistan.

CentCom planners at MacDill Air Force Base 

*The squadron earned its nickname—“Hell’s Angels”—while flying 

F-4U Corsairs on combat missions in the South Pacific during World 

War II. In September 2004, the squadron was decommissioned after 

61 years of service, and it proudly added the events and unit contributions surrounding 9/11 to its final command chronology.

**The rules of engagement were direct, yet initially unsettling, especially for several of the squadron pilots who were civilian airline pilots. During this mission, they may have been ordered to shoot down 

an airliner similar to one they flew commercially.

*Just two weeks after the attack, President Bush signed Executive Order 13224, which authorized the United States to identify individuals, 

businesses, charities, and extremist groups engaged in terrorist activities and to curtail future terrorist funding by freezing bank account 

access for Afghanistan’s Taliban regime if linked to the attacks.

**Gen Zinni began his 35-year career as an infantry battalion advisor 

to the Vietnamese Marine Corps, and he retired in September 2000 as 

the commander in chief of CentCom. 
 Defending America’s Homeland 5

in Tampa, Florida, worked arduously for days to 

consolidate all options and to formulate a broad, 

phased campaign in Afghanistan in order to accomplish the following goals: 

1. set conditions and build forces to provide 

the national command authority with credible 

military options; 

2. conduct initial combat missions for follow-on 

operations; 

3. conduct decisive combat operations; and 

4. build a coalition network and provide humanitarian and civil affairs assistance.18

On 20 September, President Bush addressed a 

joint session of Congress and the American people 

in a 41-minute speech in which he identified the 

9/11 terrorists as members of the al-Qaeda organization—the same group responsible for bombing American embassies in Tanzania and Kenya 

and for attacking the destroyer USS Cole (DDG 

67) in the harbor of Aden, Yemen, a year earlier. 

The president outlined several measures to minimize the threat of another attack and announced 

the creation of the Department of Homeland Defense.19 Seventeen days later, Operation Enduring 

Freedom (OEF) became the forward deployment 

in a global war against terrorism. 

On 7 October 2001, the United States launched 

an intensive, three-month retaliation operation in 

Afghanistan against the Taliban, targeting the alQaeda network and its mastermind, Osama bin 

Laden.* The opening offensive operations included a mix of air strikes from land-based bomber aircraft and carrier-based fighters along with strikes 

by General Dynamics BGM-109 Tomahawk cruise 

missiles launched from U.S. and British ships and 

submarines. In the early morning hours of 18 October, VMFA-251 joined the OEF effort.20 Based at 

Marine Corps Air Station Beaufort, South Carolina, the F/A-18 Hornet squadron flew its combat 

mission alongside two U.S. Navy Grumman F-14 

Tomcat fighters from the USS Theodore Roosevelt 

(CVN 71), which was the flagship of one of the 

four Navy battle groups in the North Arabian Sea. 

Just before midnight, squadron personnel lined 

the flight deck where the commanding officer of 

VMFA-251, Lieutenant Colonel Raymond C. Damm, 

and his wingman, Captain Simon M. Doran, led an 

initial air strike mission. Colonel Damm inspected 

his aircraft configured with two 2,000-pound joint 

direct attack munition precision-guided bombs, 

then carefully checked the squadron colors behind 

his seat where Sergeant Major Sergio J. Estrada Jr. 

had placed them a few hours earlier, both knowing that the return of the colors to battle would 

instill unit pride for the sailors and approximately 

195 Marines on board the carrier. During the eighthour mission, Damm and Doran bombed targets 

almost 500 miles farther inland than briefed and 

destroyed a key bridge in northern Afghanistan 

used to resupply the Taliban or al-Qaeda near 

Mazãr-e Sharif—without a doubt the mission was 

successful.21

The terrorist attacks of 9/11 cast that day in 

history, fueling anger and creating a Pearl Harbor–like sentiment among Americans, which, in 

turn, initially generated military, government, and 

public support for OEF in Afghanistan. By early 

2002, the operation included a coalition of allies 

that included the United Kingdom, Spain, Australia, Poland, Denmark, and Italy with support 

eventually growing to more than 68 nations; 27 

countries maintained representatives at CentCom’s 

forward headquarters in Bahrain.22 Joint Coalition 

efforts temporarily thwarted Taliban and al-Qaeda 

aggression in Afghanistan. Although retaliatory air 

strikes and joint special operations helped overthrow the country’s repressive Taliban regime and 

severely disrupted the al-Qaeda network, Coalition 

military efforts were unsuccessful in capturing the 

terrorist ringleader bin Laden.* Just as in Afghanistan, Marine aviation would play a significant yet 

somewhat different role supporting ground forces 

during Operation Iraqi Freedom in March 2003. 

*The son of a wealthy Yemeni businessman, Osama bin Laden was 

the leader of the international terrorist organization al-Qaeda. In 

1998, bin Laden issued a fatwa (religious ruling) under the banner of 

the International Islamic Front for Jihad against Jews and Crusaders 

stating it was the duty of all Muslims to kill Americans and their allies.

*For the most part, the Bush administration believed the al-Qaeda 

network, particularly Osama bin Laden, was responsible for orchestrating the 11 September 2001 terrorist attacks. The Taliban regime 

safeguarded al-Qaeda terrorists, and it was believed bin Laden was 

hiding in Afghanistan soon after the attacks.

Part I

PREPARATION

Chapter 1

Building Relationships for War

Expanding the Global War on Terrorism

The weekend before American Airlines Flight 77 

crashed into the Pentagon on 11 September 2001, 

Major General James F. Amos, Assistant Deputy 

Commandant for Aviation, had begun relocating most of the aviation division from an office 

suite directly above the building’s west side. It 

was a scheduled move to the opposite side of the 

sprawling complex, and fortunately none of the 

Marines or civilians in the organization were seriously injured or killed during the resulting explosion that rocked the Pentagon.1

 Eighteen months 

later, General Amos was no longer advising the 

Commandant of the Marine Corps on all aviation 

matters or making strategic decisions from his 

Pentagon office. Instead, the general was directing one of the largest Marine aircraft wing deployments since Operations Desert Shield and Desert 

Storm in 1990–91. This time, Iraqi dictator Saddam 

Hussein was believed by American leaders to be 

actively producing weapons of mass destruction 

and harboring al-Qaeda terrorists.* 

On 19 March 2003, a U.S.-led Coalition spearheaded a major shift in military focus from Operation Enduring Freedom (OEF) in Afghanistan to 

a much larger military offensive—Operation Iraqi 

Freedom (OIF). As an integral part of this multinational effort, General Amos commanded the 

reinforced 3d Marine Aircraft Wing (3d MAW) and 

led more than 15,000 Marines into combat, while 

overseeing 435 tactical aircraft staged at air bases 

in Kuwait, Saudi Arabia, and Bahrain and those on 

board naval ships.2

 Following Marine air-ground 

task force (MAGTF) doctrine, General Amos organized the air wing to support the ground scheme 

of maneuver, yet he also molded an air campaign 

that employed the aviation combat element in an 

unusual role as a separate aviation maneuver element. Operating in dual roles, 3d MAW conducted 

armed reconnaissance, assault support, and close 

air support missions as Marines moved toward 

Baghdad while simultaneously engaged in deep 

air strike missions, seeking and destroying enemy 

artillery, command-and-control sites, and tank columns well ahead of ground forces. In essence, the 

latter role enabled the wing to become the eyes 

of the 1st Marine Division (1st MarDiv), providing ground commanders with real-time snapshots 

of enemy activity on the battlefield and, in turn, 

greatly influencing tactical decision making. 

Photo by Sgt Nicholas S. Hizer. Defense Imagery 020916-M-UE267-001

Directing one of the largest unit and aircraft deployments 

since the Gulf War, MajGen James F. Amos, commanding 

general of the 3d MAW, deployed Marine aviation in a 

supporting role and also as a wing maneuver element 

during Operation Iraqi Freedom. 

*Concern over Iraqi weapons of mass destruction dated back to Saddam’s use of chemical weapons against the Iranians and the Kurds in 

the 1980s. This concern was formalized under President William J. 

Clinton’s administration, when he signed House Resolution 4655 into 

law on 31 October 1998. Referred to as the Iraqi Liberation Act, the 

resolution outlined support for a brighter future for the oppressed 

people of Iraq.

9
10 23 Days to Baghdad

The full range of Marine Corps aviation capabilities emerged with the wing maneuver element.3

Despite never-ending operational and logistical 

challenges, General Amos and the wing extended 

air operations farther north than planned and participated in the historic fall of Baghdad. It is this 

collective account—shared by wing commanders, 

pilots and aircrew, air controllers, aircraft maintainers, logisticians, and aviation ground support 

staffs—that highlights the achievements, sacrifices, 

and spirit of Marine aviation, thus adding another 

chapter to its story. 

Linking al-Qaeda to Iraq

Understanding the rationale behind the transition 

from a military effort rooting out terrorists in Afghanistan to a stake deep inside Iraq is equally as 

important as gaining insight about OIF itself. At a 

time when recollection of the 9/11 terrorist attacks 

had begun to fade, expanding the war on terrorism to Iraq was not a surprise for many military 

and civilian analysts who had spent years monitoring terrorist activities, specifically those studying 

al-Qaeda and the Taliban. Based on long-standing 

rumors of Saddam Hussein’s nuclear program, 

some analysts expressed grave concerns about 

Iraq’s alleged stockpile of weapons of mass destruction that, if obtained by terrorist groups or 

rogue nations, could result in another terrorist attack on American soil.4

In retrospect, endorsement of an invasion of 

Iraq from the international community appeared 

mixed. Israel, Kuwait, and Qatar voiced strong regional commitment with backing from the United 

Kingdom, Australia, Spain, and Poland; however, 

Germany and France opposed hostilities against 

Saddam’s regime, publically expressing their negative sentiments.5

 Even though the U.S. government 

solicited approval from the United Nations (UN) to 

use military force to carry out UN Security CounU.S. Central Command

U.S. Central Command’s area of responsibility in the Middle East.
Building Relationships for War 11

cil Resolution 1441, which was a final opportunity 

for Iraq to comply with disarmament obligations, 

some Security Council members did not endorse 

such a plan.7 Regardless of the ongoing political 

debate in Washington, DC, and at the UN about 

the validity of a connection between the 9/11 terrorist attacks and Saddam Hussein’s weapons program, senior CentCom leaders began planning for 

a major Iraqi operation just in case.* Army General 

Tommy Franks directed an intensive eight-month 

planning cell, incorporating existing Operational 

Plan (OPLAN) 1003-98 as a foundation. From a facility overlooking Tampa Bay, Florida, at the north 

point of MacDill Air Force Base, General Frank’s 

nucleus included several planners from OEF who 

Origin of U.S. Central Command

More than 60 years ago, the U.S. military relied on the National Security Act of 1947 to divide the 

world map into geographical regions or manageable sectors to meet ever-increasing military 

demands. The structure established distinct unified combatant commands with a dedicated commander and regional duty experts who were jointly responsible for the planning, training, and staffing for contingency operations and real-world scenarios. The unified command structure adopted 

from the Goldwater-Nichols Department of Defense Reorganization Act of 1986—coupled with 

an omnibus agreement—further clarified command roles, responsibilities, relationships, acronyms, 

and terminologies. 

Although CentCom was not formed until 1 January 1983, Middle East tensions—including issues stemming from the U.S. hostage crisis in Iran, the war between Iraq and Iran, and the Soviet 

invasion of Afghanistan—had been simmering for a number of years. Saddam Hussein’s aggressive 

invasion of Kuwait led to Operation Desert Shield in 1990 and, subsequently, Operation Desert 

Storm in 1991 (together these are known as the Gulf War). The next decade resulted in additional 

challenging responses that ranged from directing a multinational task force that provided humanitarian relief for the East African nation of Somalia during Operation Restore Hope to monitoring the 

growing threat of regional terrorists—demonstrated by the 1996 bombing of the Khobar Towers in 

Saudi Arabia; the 1998 terrorist attacks on U.S. embassies in Kenya and Tanzania; and the October 

2000 attack on the USS Cole in Aden, Yemen, that killed 17 U.S. sailors. 

Given decades of unrest, U.S. government and military strategists recognized the importance of 

strengthening partnerships in the region to promote economic security and stability. The 11 September 2001 terrorist attacks thrust CentCom into OEF within 30 days, and the operation initially 

focused on toppling Afghanistan’s Taliban regime that was suspected of safeguarding terrorist 

leader and fugitive Osama bin Laden. Although smaller-scale operations continued in Afghanistan 

for months, the main military effort shifted to OIF in March 2003.6

had remained in key joint-staff billets, thus enabling a cohesive, seasoned team to further expand the Global War on Terrorism into Iraq. 

After the Gulf War, Saddam Hussein blatantly 

denied international inspectors on-site access to 

Iraq’s nuclear and biological weapons programs 

for nearly a decade, which clearly violated UN 

resolutions and intensified suspicions about his 

programs and intentions.8 As a result, in October 

2002, Public Law 107-243 authorized the use of 

military force against Iraq. President Bush endorsed a suspected connection between Saddam 

Hussein and the 9/11 terrorist attacks, which expanded the search for al-Qaeda terrorists to Iraq. 

Eliminating Saddam Hussein’s dictatorship became 

a foundation of Bush’s presidency, which some of 

the media along with a handful of vocal Pentagon 

military and civilian leaders often questioned. Regardless, the president wove this belief into his 

State of the Union address on 29 January 2003. 

That evening, he identified Iraq, Iran, and North 

*Secretary Rumsfeld pushed his “transformation strategy,” favoring 

lean military campaigns with a focus on special operations, fewer 

troops, and shorter deployment lead times, which would equate to 

reduced defense spending and smaller budgets. This was a major 

shift from the strategy, organization, and defense budgets of the Cold 

War era when large standing conventional air and land forces were 

geographically positioned worldwide for combat operations.
12 23 Days to Baghdad

Korea as countries that threatened world peace, 

labeling them the “axis of evil” and clearly setting 

the stage for a major Iraqi operation. 

Realizing that military force might be used to 

impose UN sanctions against Saddam Hussein’s 

regime to counter the development of weapons of 

mass destruction, the magnitude of a potential Iraq 

invasion meant CentCom needed to rekindle Gulf 

War partnerships and form new ones throughout 

Southwest Asia. Given cultural differences, business contracts for logistical support most likely 

would not be negotiated from distant offices or 

approved quickly. Nonetheless, the command 

concentrated on the following eight major joint 

U. S. Central Command Key Staff Members, January 20039

Position and Title Service Commander Primary 

Location

Commander in Chief,

Central Command

Army General Tommy R. Franks Qatar

Coalition Forces Land

Component Commander

Army Lieutenant General David D. McKiernan Kuwait

Coalition Forces Air Component 

Commander

Air Force Lieutenant General T. Michael Moseley Saudi 

Arabia

Commander, U.S. Naval Forces

Central Command

Navy Vice Admiral Charles W. Moore Bahrain

Commander, U.S. Marine Corps 

Forces Central Command

Marine 

Corps

Lieutenant General Earl B. Hailston Bahrain

U.S. Central Command, 14 January 2003
Building Relationships for War 13

military objectives, as directed by senior-level Department of Defense leadership: 

• remove Saddam Hussein’s regime;

• identify, locate, and eliminate Iraq’s weapons of mass destruction; 

• remove al-Qaeda terrorists in Iraq;

• collect intelligence data regarding terrorist 

networks;

• collect intelligence data regarding global 

terrorist networks;

• secure Iraq’s oil fields and resources;

• end economic sanctions and deliver humanitarian relief to the Iraqi people; and

• assist Iraq in achieving self-government and 

territorial integrity.10

Staffing for a joint service Iraqi operation demanded continual communication and detailed 

coordination between the service branches. 

Blending distinct intraservice cultures—operational, organizational, doctrinal, and technical—

was commonly branded among military staffs as 

“purple” operations.* Despite differences, General 

Franks’s commanders set a common tone among 

their respective staffs that encouraged collaborative relationships throughout the planning and execution phases, particularly among Air Force and 

Marine Corps aviation commanders.11

Until OIF, Marine Corps participation at CentCom headquarters had been characterized as an 

advisory rather than an operational role. The senior Marine billet had always been headed by a 

colonel who served as the chief of staff, but without command of operational forces. On 24 October 

2002, however, the staffing model changed drastically and expanded to accommodate a surge in 

activities in the Persian Gulf region, primarily concerning Iraq. Lieutenant General Earl B. Hailston, 

commander of Marine Corps Forces, Pacific, formally assumed the additional command duties at 

Marine Corps Forces CentCom, which resulted in 

numerous flights from his primary base at Camp 

H. M. Smith in Oahu, Hawaii, to Tampa, Florida, 

and his forward theater headquarters in Bahrain.12

The general’s newfound role concentrated on future contingencies and identifying resources needed to carry out defined operations. He managed 

the sustainment effort of OIF, a challenging task, 

the success of which depended on a continuous 

flow of equipment, supplies, aircraft, and personnel needed to support air wing operations at multiple sites in Iraq and neighboring countries.

Tailoring a Marine Air-Ground

Task Force for Combat

Originally conceived as a proof-of-concept, the Marine Corps tested the staffing model by activating 

the 1st Provisional Marine Air-Ground Task Force 

at Kaneohe Bay, Hawaii, on 19 January 1953.13 In 

1986, the Marine air-ground team became a doctrinal cornerstone of Marine Corps operations and 

remains so today. It consisted of a scalable expeditionary structure that rests on four core interde-

*The Gulf War 12 years earlier introduced and validated joint operations for which Operations Desert Shield and Desert Storm served as 

prototypes. With expected growing pains, both operations tested a 

new approach for doing business, and every subsequent operation 

fine-tuned future joint operations.

Photo by Amn Bridgett T. Rapp, USAF.

Defense Imagery 030320-F-BQ225-044 

Commissioned in 1968 through the Enlisted Commissioning Program, LtGen Earl B. Hailston was a career 

aviator serving in various operational and command 

billets before assuming multiple roles during Operation 

Iraqi Freedom, including commander of Marine Corps 

Forces CentCom. Here, LtGen Hailston (left) meets with 

troops of the Marine Hercules Aircraft Group, which 

was colocated with the Air Force’s 384th Air Expeditionary Wing.
14 23 Days to Baghdad

pendent elements, each with unique roles and levels of participation, including a headquarters command element, aviation combat element, ground 

combat element, and logistics combat element. 

The MAGTF command element comprises various functions, including intelligence, counterintelligence, ground reconnaissance, communications, 

information systems, and liaison to the expeditionary force commander, while the other three components provide more direct combined arms and 

logistical support. Depending on the operational 

scope and other interrelated factors, planners tailored each MAGTF with its own staffing structure, 

integrating a balance of combined arms by assigning aviation, artillery, mechanized, and motorized 

units for appropriate levels of participation. 

Given the rugged terrain in Afghanistan, Marine 

Corps aviation became a major participant in joint 

operations there, often stretching the MAGTF beyond traditional logistical boundaries. During one 

particular mission, Sikorsky CH-53E Super Stallion 

transport helicopters flew more than 350 miles inland from the USS Peleliu (LHA 5) to insert Special 

Forces troops at Forward Operating Base Rhino.14

Although Lockheed KC-130 Hercules tanker-transports could sustain long-range flights through aerial refueling, operational maneuvers from the sea 

typically concentrated on littoral areas no farther 

than 200 miles inland. Just as in Afghanistan, the 

draft OPLAN 1003V of operations in Iraq outlined 

a sizeable area, with distances averaging 350–400 

miles from permanent air bases in Kuwait to Baghdad. Similar operational and logistical constraints 

and considerations for sustaining forward air operations would also be encountered. Regardless, 

the air-ground task organization suited the Marine 

Corps quite well for this type of operation. Despite its advantages, the force was never designed 

to sustain air operations at such distances as in 

Afghanistan or Iraq, yet 3d MAW extended its air 

control and aviation ground support arm almost 

100 miles farther north of Baghdad than planned.

As Pentagon planners provided more details 

about the scope of the OPLAN, staffing levels and 

activities at I Marine Expeditionary Force (I MEF) 

headquarters at Camp Pendleton, California, grew 

proportionately throughout 2002.15 The Commandant of the Marine Corps, General James L. Jones Jr., 

assigned the I MEF commander, Lieutenant General Michael W. Hagee, to lead the planning phase. 

Hagee simultaneously served as the Corps’ primary subordinate unit liaison to the CentCom commanders, General Franks and Lieutenant General 

David D. McKiernan, USA. One of most appealing 

attributes of a Marine expeditionary force is its capability to operate with a 60-day self-sustainment 

package while fighting at the tactical level in support of the joint force commander’s campaign.16

In the midst of the planning and preparation 

phase, General Hagee took the oath of office as 

the 33d Commandant of the Marine Corps, assigning his successor, Lieutenant General James T. 

Conway, as the commanding general of I MEF.* 

Without interruption, I MEF formed a doctrinal 

air-ground team consisting of a headquarters 

Photo by LCpl Kevin C. Quihuis. 

Defense Imagery 030213-M-5753Q-001 

Standing atop an M1A2 Abrams main battle tank, 

LtGen James T. Conway, commanding general of I MEF, 

addresses the 7th Marines regimental combat team at 

Camp Coyote, Kuwait. 

*Gen Conway, a graduate of Southeast Missouri State University, had 

just completed a tour as the 1st MarDiv commanding officer, which 

contributed to a smoother transition as he assumed higher headquarters planning and direction duties.
Building Relationships for War 15

command element and three additional components: an aviation combat element from 3d MAW, 

a ground support element from 1st MarDiv, and 

a combat service support element from 1st Force 

Service Support Group (1st FSSG).18

As the operational scope expanded, other units 

augmented I MEF and eventually included Task 

Force Tarawa ground units from the 2d Marine 

Expeditionary Brigade (2d MEB) based in Camp 

Lejeune, North Carolina, reinforced with 2d Marine 

Aircraft Wing (2d MAW) squadrons that eventually joined Marine aircraft groups; the 15th Marine 

Expeditionary Unit (Special Operations Capable) 

(15th MEU [SOC]); the 24th Marine ExpeditionUnit Commanding General Primary OIF Locations

I Marine Expeditionary Force Lieutenant General James T. Conway Camp Commando, Kuwait

3d Marine Aircraft Wing Major General James F. Amos Ahmed al-Jaber and Ali alSalem, Kuwait

1st Marine Division Major General James N. Mattis Camp Commando, Kuwait

2d Marine Expeditionary

Brigade (Task Force Tarawa)

Brigadier General Richard F. Natonski Camp Commando, Kuwait

1st Force Service Support Group Brigadier General Edward G. Usher Camp Commando, Kuwait

1st Armoured Division (United 

Kingdom)

Major General Robin V. Brims Camp Commando, Kuwait

I Marine Expeditionary Force Key Staff Members, January 200317

Illustration courtesy of 3d Marine Aircraft Wing
16 23 Days to Baghdad

ary Unit (Special Operations Capable) (24th MEU 

[SOC]); the command element of the 11th Marines; 

the I MEF Engineer Group; medical and air defense units from the U.S. Army; and the 1st Armoured Division from the United Kingdom. When 

combat operations began in March 2003, I MEF 

expanded to include more than 86,000 Marines, 

sailors, soldiers, and British troops that were primarily assigned to bases in Kuwait, Bahrain, and 

Saudi Arabia.19 

Generals Conway, Amos, and James N. Mattis were not strangers before assuming their respective commands during OIF. As senior leaders, 

they had moved to the highest echelons of Marine Corps command, often crossing paths during 

operational exercises, professional military education, and official events. Although the officers had 

varying operational backgrounds and leadership 

styles, they formed an unusually strong bond that 

set an example of collaboration and teamwork for 

their respective staffs. Because of their first names, 

fellow Marines often referred to them as the “three 

Jims.”

Forming an Aviation Combat Element 

In August 2002, General Amos had wrapped up his 

final Pentagon tour as assistant deputy commandant for Plans, Policies, and Operations, Headquarters Marine Corps, to take command in dual 

roles—as commanding general of 3d MAW and as 

commander of the aviation combat element. Amos 

was well prepared for these roles with a resumé 

that balanced flight hours, group command, staff 

tours, and joint operations. A career aviator, the 

general had earned his naval aviator wings and 

initially flew the McDonnell Douglas F-4 Phantom 

II before transitioning to the F/A-18 Hornet. In 

addition to operational assignments, he had held 

various command and joint staff billets, most notably serving as the chief of staff of U.S. Joint Task 

Force Noble Anvil during the air campaign over 

Kosovo, which exposed him to both the benefits 

and challenges of joint air operations. 

General Amos’s aviation combat element integrated aircraft, aviation assets, and personnel from 

three air wings, forming a command headquarters, five aircraft groups, an air control group, and 

a wing support group. Specifically, 3d MAW deployed helicopters and personnel from its organic 

California-based groups: Marine Aircraft Group 

16 (MAG-16) at Marine Corps Air Station Miramar 

and MAG-39 at Marine Corps Base Camp Pendleton. Fighter and attack aircraft and personnel 

came from F/A-18 Hornet squadrons within MAG11 at Miramar and from McDonnell Douglas AV8B Harriers assigned to MAG-13 at Marine Corps 

Air Station Yuma, Arizona. The 2d MAW reinforcements came primarily from Cherry Point and New 

River, North Carolina, and Beaufort, South Carolina, adding MAG-29 and assigning squadrons to 

other aircraft groups. Support personnel from Marine Air Control Group 38 (MACG-38) and Marine 

Wing Support Group 37 (MWSG-37) that were 

headquartered at Miramar and San Diego, California, provided critical air control and sustainment 

support, both integral components within the aviation combat element. In total, 3d MAW oversaw 

five flying aircraft groups along with MWSG-37 

and MACG-38. MACG-38 also had air control elements located at Camp Pendleton; at Yuma; and 

at the Marine Corps Air Ground Combat Center in 

Twentynine Palms, California. 

Not surprisingly, wing planners immediately 

faced enormous logistical challenges in determining suitable locations for launching sustained air 

operations in the Gulf region where prime real 

estate was already limited. Another pressing concern centered on the oversight and ownership 

of aviation assets in the joint airspace—an unresolved, lingering issue from the Gulf War and 

subsequent joint operations. The Marine Corps’ 

expeditionary nature demanded an immediate 

tactical air request process to adequately support its ground forces. Additional layers of tactical 

decision making or approval in joint operations 

would hamper responsiveness. Marine pilots, 

air controllers, and ground commanders therefore needed a timely scheduling and assignment 

process that would facilitate immediate missions 

yet be within compliance of the U.S. Air Force’s 

96-hour air tasking order cycle—i.e., the master 

schedule—for assigning targets, aircraft, and missions. Marine aviation had always taken great 

pride in its air command-and-control system, so 

efforts to retain centralized command and decentralized control of its aircraft during Iraqi operations was a top priority for General Amos and his 

air planners. The aviation combat element had to 

balance planning and providing expeditionary air 

support for Marines on the ground, while provid-
Building Relationships for War 17

ing aviation resources and operating under an Air 

Force umbrella. 

The Moseley-Amos Agreement

Although not a new concept, joint air operations 

were often strained, given unique service cultures 

and differences in mission types and commandand-control procedures; however, OIF afforded 

Marine aviation an opportunity to implement a 

fresh way of tasking its aircraft. The most significant 

command relationship that influenced how Marine 

aircraft were assigned was between U.S. Air Force 

Lieutenant General T. Michael Moseley, the Coalition forces air component commander, and General 

Amos. Fully anticipating a heated debate over command of the airspace and control of hundreds of 

aircraft, General Hailston arranged an introductory 

meeting among key players early in October 2002 

to hash out the details. The intent was to spark faceto-face dialogue to determine how Marine aviation 

assets would be managed and employed within the 

joint environment. Typically, the Air Force focused 

on planned strategic aviation missions with a longer planning and targeting cycle, while the Marine 

Corps’ expeditionary nature required more immediate or on-call fixed- and rotary-wing support for 

Marines on the ground. As a result, Service philosophies were seldom in alignment. During the Gulf 

War, elements of Marine aviation were managed 

by joint planners, which created an extra layer between Marine pilots and the troops on the ground, 

thus negatively impacting response times. 

General Hailston realized that the commanders who would oversee the joint air war needed 

to begin discussions regarding air command and 

control, so he introduced Generals Moseley and 

Amos—who had never met—to jump-start conversations and set the stage for a positive working relationship. Already serving as the senior air 

commander in the Iraqi theater and enforcing Iraqi 

no-fly zones by overseeing Operations Northern 

and Southern Watch, Moseley and his staff had established a sound airspace management plan, and 

the Marines would need to comply with existing 

protocols. Amos was a firm believer in teamwork 

and relationship building, and he was prepped to 

highlight his position that 3d MAW would add an 

enormous capability, deploying with more than 

400 aircraft, but he wanted the Marines to control 

their own airplanes. 

General Moseley arrived for the Friday afternoon meeting in October 2002 in civilian attire 

and was greeted by Marine Corps Lieutenant Generals Conway and Hailston, Major Generals Amos 

and Mattis, and Brigadier General Edward G. Usher III. Surprisingly, the discussion did not result in 

an argument as many might have expected, but 

rather it evolved into a meeting of the minds. As 

General Amos recalled, General Moseley defused 

any tension with a few powerful words: “Let me 

tell you guys something. First of all, I am a big fan 

of Marine aviation; I am a big fan of the Marine 

air-ground task force. General Hailston and I are 

friends, and we go back to our days at the National War College. I want Marine airplanes flying 

over Marines. So I’m okay with Marine airplanes 

supporting Marines. I’m feeling good about this.” 

Moseley looked at each of them and then continued, “I own every millimeter of airspace above 

the ground and up, and I want to make sure everybody understands that there’s not going to 

be some Marine bubble.” Both air commanders 

agreed to let their staff resolve details, such as 

Photo by MSgt Jim Varhegyi, USAF.

Defense Imagery 040225-F-3050V-105

U.S. Air Force Gen T. Michael Moseley’s understanding 

of the Marine air-ground task force facilitated a positive 

working relationship in managing joint aviation assets 

during Operation Iraqi Freedom. 
18 23 Days to Baghdad

how to list missions on the air tasking order. Not 

long after the meeting, Marine Colonel Ronnell R. 

McFarland, commanding officer of MACG-38, began logging frequent flier miles because of meetings with Air Force planners at Shaw Air Force 

Base, South Carolina, where they further defined 

a joint airspace plan.20

The Marines did not need to provide a series 

of convincing arguments because General Moseley 

declared himself a MAGTF advocate and displayed 

an accurate understanding of Marine Corps–style 

centralized air command and decentralized air control. Fully grasping the Corps’ aviation combat element role, he announced that General Amos could 

task his air assets in direct support of the Marines, 

but with one nonnegotiable condition—ownership 

or supervision of the air war would remain with 

the joint forces air component commander. In essence, 3d MAW aviators would support Marines, 

but excess sorties would be available for joint assignment tasking. 

The single exception to this agreement was 

oversight of Marine Corps Grumman EA-6B 

Prowler electronic warfare aircraft. Considered a 

national asset by the Joint Chiefs of Staff, the few 

Prowlers available would remain under Air Force 

control and assignment in the joint arena. While 

Navy Prowlers operated from carriers, 10 Marine 

Corps aircraft flew from the Air Force’s combined 

air operations center at Prince Sultan Air Base, 

Saudi Arabia. Understanding General Moseley’s 

rationale, yet unsure of its application during the 

air campaign, the Marine Prowler community had 

mixed reactions about its segregation from the 

Marine aviation combat element, especially since 

the aircraft’s jamming capability supported one of 

the six Marine aviation functions: electronic warfare. With no direct oversight, 3d MAW would be 

forced to forward unit-initiated EA-6B air requests 

to the combined air operations center—not directly to Marine Corps control agencies—adding 

what seemed like an extra approval layer along 

with precious minutes, even hours, to response 

times.21

Nevertheless, the Marine Corps complied, fully understanding that its Prowlers would play a 

huge role in disrupting enemy communications 

and conducting psychological operations, thus 

benefiting all Coalition forces. As the 3d MAW 

commander summarized, the “Moseley-Amos 

agreement” was a hallmark milestone, a genuine 

“grand slam for Marine aviation,” altering the way 

joint air operations had been executed in the past. 

In the end, giving up excess sorties during OIF 

was an agreeable tradeoff that the Marine Corps 

readily accepted.22
Chapter 2

Understanding the Ground Scheme of Maneuver

Anticipating Hostilities

Before 3d MAW planners could develop a viable 

air campaign, they needed to fully understand the 

ground scheme of maneuver. The ground strategy 

was the pivotal component within the MAGTF that 

affected how the air wing would deploy its flying squadrons and would support fixed-base and 

forward air operations. Assessments of current 

Iraqi and Kuwaiti air base conditions and runway 

lengths along with determining the appropriate 

aircraft mix, spare parts and support equipment 

inventories, ordnance configurations, and proposed locations of air command-and-control sites 

were key interrelated components in building 

the air strategy to complement the ground advance. Answers to these fundamental questions 

evolved over time and provided the foundation 

that further defined critical aviation-specific operational, logistical, and augmentation requirements. Given the nature and complexity of air 

operations, air-ground team planners worked on 

solutions months in advance of the deployment. 

General Mattis, fresh from leading Task Force 

58 operations and directing Marine participation in 

Afghanistan during OEF, assumed command of 1st 

MarDiv at Camp Pendleton, California, in August 

2002 in preparation for OIF. A few hours after the 

change-of-command ceremony, he summoned 

the division’s senior leadership for their first staff 

meeting. Unit commanders, principle staff officers, 

and sergeants major assembled in the conference 

room expecting to hear the new commander’s 

message of intent. General Mattis was regarded 

by those who had worked for him as a dynamic 

leader who demanded first-class performance and 

molded his staff into a cohesive team-oriented 

unit that could respond quickly and decisively. 

Typically, he provided commanders with guidance, but he also strongly encouraged the staff 

to solicit new ideas and to think creatively.1

 The 

meeting was unlike the social gathering that typically followed a change-of-command ceremony; 

it was businesslike and characterized by a serious 

tone. The general cordially welcomed the incoming staff and then issued an informal warning order for an Iraqi offensive operation.2

 He presented 

a vision for a full-scale war that centered on staff 

planning; unit readiness; predeployment training; 

and, once in combat, decisive maneuvers coupled 

with speed. His introductory words set the stage 

for an eight-month intensive planning effort that 

did not end until OIF began on 20 March 2003.3

Generals Amos and Mattis firmly believed that 

their staffs had to form a cemented partnership to 

gain an in-depth common understanding not only 

of their respective roles and missions, but also of 

the country where they would probably confront 

Islamic extremists and terrorists. Iraq had been a 

familiar coordinate on command maps since 1st 

MarDiv participated in several joint training exercises and operations on the Arabian Peninsula 

Photo by SSgt Daniel E. Schrubb. 

Defense Imagery 030201-M-2081S-028

MajGen James N. Mattis, commanding general of 1st 

MarDiv during Operation Iraqi Freedom, addresses 

Marines of Headquarters Battalion after a promotion 

ceremony at Camp Commando, Kuwait. 

19
20 23 Days to Baghdad

after the 1990–91 Gulf War. Military action and victory in Operation Desert Storm had familiarized a 

new generation of Marines with the Middle East 

when the United States and an international coalition thwarted Saddam Hussein’s attempt to expand 

into neighboring Kuwait.4 Although the Gulf War 

had temporarily contained Hussein, the dictator’s 

repeated refusals for more than a decade to cooperate with UN weapons inspectors were gaining 

worldwide attention and generating impatience. 

Generals Amos and Mattis formed an airground team and filled key billets with Marines 

from squadrons, aircraft groups, battalions, and 

regiments. Many of these Marines had participated 

in the Gulf War, as well as in the Somalia, Bosnia, and Kosovo campaigns. Operation Desert 

Storm veterans who had been promoted during 

the past decade to senior officer and noncommissioned officer ranks shared their institutional 

knowledge and personal experiences regarding 

air operations in an austere, desert environment. 

The 12-year gap between major Iraqi operations 

meant that senior officers and staff noncommissioned officers provided a valuable perspective 

on Saddam’s military forces for a much younger 

generation of Marines who had been elementary 

and middle school students in 1991. General Mattis realized that the corporals and captains who 

would most likely confront the enemy face-to-face 

during ground hostilities needed to understand 

the cultural, political, and economic context of the 

Middle East that included not only “axis of evil” 

members—Iraq and Iran—but also Syria, an acknowledged sponsor of terror. 

The 1st MarDiv intelligence director, Col James R. Howcroft, assigned three lance corporals to create and distribute an 

orientation map of southern Iraq that would familiarize units with a common reference of prominent topographical 

features. Map courtesy of 1st Marine Division
Understanding the Ground Scheme of Maneuver 21

Understanding Iraq—Then and Now

Long before Operation Desert Storm or Operation 

Iraqi Freedom began, the Iraqi people had endured a volatile, economic roller coaster ride that 

was attributed to deteriorating regional relations 

and destructive decisions by the Saddam regime. 

In September 1980, the outbreak of the Iran-Iraq 

War brought Iraq’s once profitable oil production 

to a halt after peaking at an estimated $35 billion in foreign exchange reserves before the war. 

The loss of oil exports had an immediate negative 

economic impact that directly affected the nation’s 

future growth and stability. Ultimately, the Iraqi 

government was saddled with a foreign debt of 

more than $40 billion. Although oil export production gradually increased with new pipeline 

construction, Saddam caused another economic 

tailspin when he ordered the Iraqi invasion of Kuwait that precipitated the Gulf War. 

After the Gulf War, Saddam Hussein aggressively tried to suppress the Kurdish population 

in northern Iraq and the Shiite population in the 

south. As a result, the UN Security Council passed 

Resolution 688, which condemned Baghdad’s repression of its Shiite and Kurdish populations. In 

1992, the United States, Great Britain, and France 

established two no-fly zones over the country—

one extending north of the 36th parallel and one 

extending south of the 32d parallel (expanded to 

the 33d in 1996)—to protect the two populations. 

The containment of Saddam’s airpower further 

degraded Iraqi pilot training and skills.7

 Although 

never sanctioned by the UN, the monitoring and 

control of these no-fly zones—operations named 

Northern and Southern Watch—clearly defined 

restricted Iraqi airspace and limited its airpower, 

thus ensuring Coalition air superiority. 

In December 1996, the UN’s oil-for-food program offered a glimmer of hope to the Iraqi people and allowed Iraq to export limited amounts 

of oil to finance essential civilian needs, including 

food, medicine, and infrastructure repair. Despite 

these positive measures, years of the dictator’s 

brutality had taken their toll on the spirit of the 

people, constraining future economic, educational, and social enrichment. Moreover, further constraints resulted from Saddam Hussein’s regime 

itself, which was comprised of 18 unique governorates with minimal authority for decentralized 

decision making or oversight. As the economy faltered even more, hope and the quality of life for 

average Iraqis plummeted while Saddam’s army 

and Baath Party loyalists flourished, leading lavish, opulent lives.

The country struggled to provide the essential 

services—electricity, water, transportation, telecommunications, and oil—required for a stable 

economy. Security and educational services were 

also woefully inadequate. The electric supply, in 

particular, was erratic and unpredictable. While 

residents of Baghdad could expect between 12 

and 24 hours of service each day, only 4–8 hours 

of power were available for the average citizen 

outside of the capital. Even more pressing, only 

5.5 million of Iraq’s 25 million citizens had acIraqi Heritage

I

raq was home to a long line of ancient Mesopotamian civilizations, including Sumer, Akkad, 

Assyria, and Babylonia. The region fell to Cyrus the Great of Persia (in the sixth century BC), 

Alexander the Great (in the fourth century BC), the Arabs (in the seventh century AD), and the 

Ottoman Turks (in the 16th century AD). Established as an independent kingdom in 1921, Iraq 

became a republic after the assassination of King Faisal II in 1958.5

At the time of OIF, the Iraqi population consisted of three distinct groups: the Shia majority; the 

ruling Sunni minority; and the Kurds, who have lived a more-or-less autonomous existence in the 

northeast corner of the country with large, well-armed militias. Neither the Kurds nor the Shia shared 

the Sunni admiration for Saddam Hussein, who assumed power in 1979.6

 The Sunni population 

includes both Arabs and Kurds. Most Kurds are Sunni Muslims, but they differ from their Arab 

neighbors in language, dress, and customs. While Arabic is the most commonly spoken language 

in Iraq, Kurdish is spoken in the north, and English is the most prevalent Western language. 
22 23 Days to Baghdad

cess to a safe and stable water supply prior to 

March 2003. Cities suffered from inadequate sewage systems and ineffective, ethnic-based health 

care. Border security control measures languished 

because of a weakened security force. Most problematic for Iraq’s future was the fact that although 

the Ministry of Higher Education and Scientific 

Research consisted of 22 universities and 46 institutes or colleges within the community college 

system, only 2.96 million (less than 50 percent) of 

the approximately 6.1 million children who were 

enrolled in Iraq’s lower education system were 

expected to graduate from secondary school.8

Current Enemy Military Threat

The U.S. State Department published military assessments after the Gulf War indicating that Saddam Hussein’s army had shrunk to 23 divisions 

(from a high of about 68 divisions) and the air 

force was reduced to less than 350 aircraft (from 

more than 500).9 Reports of inadequate troop 

strength, unit capabilities, and parts and supplies 

availability further highlighted Iraq’s weaknesses 

and vulnerabilities. Despite the war’s impact on 

his military forces, Saddam still devoted enormous 

efforts toward purging any hints of opposition 

and dissent. He aggressively tried to suppress the 

Kurdish population in northern Iraq and directed 

major division-level counterinsurgency operations 

northwest of Basrah by approving large-scale engineering efforts to divert water away from marshlands to facilitate combat operations. Many Iraqis—most notably Shiites in the south—rebelled 

against his government, which responded quickly 

and with crushing force, killing thousands. Even 

after years of containment and economic sanctions, Saddam retained a smaller yet significant 

conventional combined-arms capability that warranted keen interest by the 1st MarDiv, particularly 

regarding indirect fire capabilities. In March 2003, 

the Iraqi military threat comprised four primary 

factions: conventional forces of the regular army 

and the Republican Guard; special forces units; 

Baath Party militia; and Saddam’s loyalists, the 

paramilitary Saddam Fedayeen.

One of General Mattis’s major concerns, aside 

from indirect fires, was the potential for Saddam’s 

military to unleash weapons of mass destruction. 

It was known that the dictator had used chemical weapons against the Kurdish population in 

Photo by Sgt Paul L. Anstine II. Defense Imagery 030402-M-5150A-026

A destroyed Iraqi T-55 tank burns near the an-Numaniyah Bridge along Highway 27 during Operation Iraqi 

Freedom. 
Understanding the Ground Scheme of Maneuver 23

northern Iraq.10 Intelligence analysts reported that, 

even though the Iraqi army was still organized, it 

had been reduced to a third of its size since the 

Gulf War and was poorly trained, equipped, and 

managed. Regardless of lower troop strength, Saddam’s regime had a reputation for brutal, centralized command and control that demanded strict 

obedience from subordinate commanders; they 

were ruled by fear, and initiative and small unit 

leadership were not encouraged. Strategically, if 

communications were disrupted in Saddam’s core 

headquarters, his chain of command would quickly break down, affording U.S. planners an opportunity to exploit key weaknesses in the heart 

of Baghdad.11 Despite a weakened conventional 

military profile, and perhaps because of it, the potential for using weapons of mass destruction remained an unsettling prospect.

Army and Marine Corps 

Set Roles and Boundaries

The gist of OPLAN 1003V entailed joining forces 

from the V Corps—“Victory” Corps—of the U.S. 

European Command, led by U.S. Army Lieutenant General William S. Wallace, and the Marine 

Corps’ I MEF, led by Lieutenant General Conway. 

Both units would cross into Iraq from the northern 

border of Kuwait on a two-front attack to Baghdad, using separate avenues of approach. The 3d 

Infantry Division, led by Major General Buford C. 

Blount III, USA, would advance to Baghdad on a 

course south of the Euphrates River, securing the 

Highway 1 bridge near the outskirts of an-Nasiriyah before continuing their charge northwestward 

through the open desert. Meanwhile, 1st MarDiv 

would race north to Baghdad from the east, playing a critical supporting role. Identified as the enemy’s center of gravity, Baghdad was where the 

bulk of Iraqi military forces were suspected to be 

positioned. 

Based on Army and Marine Corps projections, 

1st MarDiv was slated to reach the outskirts of 

Baghdad within 55 days after crossing the line 

of departure. Speed was the cornerstone of the 

ground strategy, and Iraq’s varied landscape and 

harsh desert climate presented significant obstacles. Bordered by six countries—Turkey, Iran, 

Kuwait, Saudi Arabia, Jordan, and Syria—Iraq consists of four distinct zones or regions: the sparsely 

A pair of captured Russian-designed Iraqi FROG-7 surface-to-surface artillery rockets rest on Republican Guard

launch trucks along Highway 8 near ad-Diwaniyah.

Photo by Sgt Paul L. Anstine II. Defense Imagery 030424-M-5150A-013
24 23 Days to Baghdad

populated desert area that accounts for 38 percent 

of the country’s geography in the west and southwest; the rolling upland region between the Tigris 

and Euphrates Rivers; the mountainous highlands 

in the northeast on the northern Iranian and Turkish borders; and the central and southeastern alluvial plain, characterized by a low, marshy wetland 

that begins north of Baghdad and stretches south 

to the Persian Gulf. Of most concern was overflow 

water from canals and lakes, which created the 

potential for natural flooding and swampy terrain 

from Iraq’s two main rivers—the Euphrates and 

Tigris. 

As the previous I MEF commanding general, 

Lieutenant General Hagee’s guidance noted that 

it would be better to fight harsh terrain than attack pockets of enemy resistance. General Mattis’s 

leadership team designed a plan that sustained 

forward momentum by avoiding engagements 

with the enemy in defensive positions along their 

route.12 The core strategy demanded a rapid march 

north by crossing over the Euphrates and Tigris 

Rivers, bypassing urban areas where suspected 

Iraqi units might be waiting. Given geographical 

constraints, the fastest means to Baghdad meant 

the war would not be fought in the open desert, 

but rather alongside secondary roads with a muchneeded logistical train of tactical convoys stretching from Kuwait to Baghdad. The journey from 

northern Kuwait to Baghdad, and subsequently 

to Tikrit, totaled almost 450 miles. In comparison, 

the distance from Kuwait City to Baghdad was 

nearly the same distance as from Los Angeles to 

San Francisco, about 350 miles, while the distance 

from Baghdad to Tikrit added another 85 miles. Although 1st MarDiv planned to bypass urban areas 

with significant concentrations of civilians, troop 

movements faced other obstacles along the route 

while fording water crossings and encountering 

inadequate highways compared with American 

standards. As it turned out, the rapid pace created 

vulnerable logistical convoy and channelized supply lines, which depended even more on Marine 

aviation for a host of aerial reconnaissance, aerial 

resupply, and close air support missions. 

If executed as planned, with the Army advancing undetected west of Baghdad through the 

open desert and the Marines traveling east of the 

Euphrates River, the probability of major enemy 

engagements was reduced. By avoiding large 

populated areas, the intent was to surprise enemy 

military forces, quickly seize control of Baghdad, 

and stifle Saddam’s power and influence at his 

center of gravity, therefore minimizing the likelihood of massive civilian or Coalition casualties.13

In essence, the Marines were creating a diversion 

for the Army by drawing enemy attention away 

from Baghdad by making the Marines the enemy’s 

focal point on the eastern flank.

The success of the final phase—security and 

Boundaries Change

On 9 February 2003, 1st MarDiv benefited from a huge change in battlefield geometry, resulting 

in a real-world use of the Marine Corps planning process. The unfinished Highway 1 corridor 

between an-Nasiriyah and Baghdad, just west of the 1st MarDiv zone, had previously been in the 

Army’s area of operations. During initial planning in summer 2002, the Marines had tried to gain 

access to this area for their envelopment of al-Kut, but the Army would not change boundaries. 

However, less than five weeks before hostilities started, the Army changed its avenue of approach 

to Baghdad and shifted the bulk of its combat power to the western attack corridors of its planned 

zone. 

Subsequently, the area north of the Euphrates River, or the eastern flank, would not be used, 

so Marine Corps leadership quickly volunteered to take ownership of this terrain. Division tactical 

planners recognized that this route would significantly improve speed because it offered a second 

path rather than just one highway to Baghdad. As an additional bonus, the road was only partially 

finished, so Saddam’s forces might not expect a major advance north of Highway 1, which afforded 

a golden opportunity to achieve tactical surprise. The ability of the Marine Corps to adapt at such 

a late date before combat operations began once again demonstrated the flexibility and benefits of 

the MAGTF model.14
Understanding the Ground Scheme of Maneuver 25

stability operations—depended on three key 

prerequisite assumptions that undoubtedly influenced the Marine air-ground strategy. First, U.S. 

military rules of engagement stressed minimal collateral damage during the decisive combat phase 

because a major rebuilding effort was neither anticipated nor planned in detail. Accordingly, 3d 

MAW crews would need to fly precise bombing 

Adapted from a Central Intelligence Agency map by Marine Corps History Division
26 23 Days to Baghdad

missions, taking full advantage of the wing’s mix 

of guided munitions. Second, U.S. military strategy 

avoided offensive battles near urban areas (other 

than Baghdad) to sustain their momentum and 

minimize enemy diversions from the main effort. 

Third, after Saddam’s regime fell, planners expected that oil output would suffer only temporary 

setbacks and would provide a valuable revenue 

stream to fund rebuilding efforts. Given these assumptions, phase IV detailed planning and coordination among government agencies and military 

commands had been minimal. 

Speed and the Need 

for Marine Aviation

Anticipating a projected troop strength of 80,000 

personnel, I MEF commanders determined early 

on in the planning for OPLAN 1003V that maneuver warfare—coupled with speed and surprise—

formed the critical path for the Corps’ success. 

As defined by Marine Corps doctrine, “Maneuver 

warfare is a warfighting philosophy that seeks to 

shatter the enemy’s cohesion through a variety 

of rapid, focused, and unexpected actions which 

create a turbulent and rapidly deteriorating situation with which the enemy cannot cope.”15

Understandably, General Mattis was most concerned with minimizing the enemy threat and 

destroying Iraq’s indirect fire weapons—artillery, 

surface-to-surface rockets, and launchers—especially as ground forces approached Baghdad. Targeting focused on Iraqi systems capable of firing 

chemical and conventional weapons at ranges that 

exceeded those of Marine artillery batteries. This required reliance on air support, thus leveraging the 

integrated air-ground team to minimize this enemy 

threat.16 Learning even more about the dictator’s 

brutality toward his citizens as the confrontation 

loomed, General Mattis repeatedly reminded Marines that hostilities were aimed at the Saddam’s 

military regime—not the Iraqi people. The division commander developed a “speed equals success” strategy that would prove its effectiveness by 

paralyzing the hub of enemy communications and 

destroying their will to fight, yet balanced it by 

minimizing the loss of Marine and innocent Iraqi 

civilian lives. General Mattis conveyed this message again during his commander’s intent to Marines and sailors two days before the air campaign 

began, reemphasizing the division motto: “Demonstrate to the world there is no greater friend, no 

worse enemy, than a U.S. Marine.”17

Given this strategy, MAGTF planners realized 

that the means to effectively achieve maneuver 

warfare rested in integrating its air assets to disrupt Iraq’s command-and-control capabilities as 

the 1st MarDiv pushed toward Baghdad. Ground 

commanders would depend on Marine aviation 

capabilities to provide not only logistical and air 

support, but also intelligence and firepower well 

ahead of the division and protecting its eastern 

flank. The wing planners anticipated a mix of 

aerial troop insertions, armed escorts, and close 

air support missions along with air support to 

disrupt enemy activity and destroy commandand-control sites deep inside Iraq.18 These missions meant that Marine aviation would also have 

to orchestrate a robust logistical support system, 

operating from permanent base operations in Kuwait and small, temporary sites inside Iraqi territory along the dual routes toward Baghdad. 

The Four Phases of Operation Iraqi Freedom

Phase Scope

I Preparation Plan the logistical movement of personnel, aircraft, equipment, and 

supplies, and solicit regional and international Coalition support

II Shape the battlefield Prepare the battlefield before ground operations

III Decisive operations Coordinate offensive air-ground operations to defeat Iraqi forces 

and remove Saddam from power

IV Post-hostilities operations Provide security and stability after combat operations
Understanding the Ground Scheme of Maneuver 27

In turn, these requirements generated a host of 

considerations for planners, such as determining 

suitable locations for remote air operations, aircraft disposition, critical resupply points, and intermediate-level maintenance activities. Of grave 

concern was the replenishment of aircraft fuel 

and munitions at remote airfields so that fixedand rotary-wing crews could extend their time 

on-station closer to the Marines on the ground. 

Although aerial refueling for certain aircraft 

would alleviate part of the strain, not all aircraft 

had that capability. Other interrelated “milliondollar” questions emerged as 3d MAW planned 

the air campaign for a massive deployment to 

Kuwait and, subsequently, hostilities deep inside 

Iraq.

Defense Imagery 030324-M-9124R-014

Reinforcing Gen Mattis’s strategy, an AH-1 Cobra 

helicopter crew scans for enemy activity above Company 

D, 1st LAR, during Operation Iraqi Freedom. The 

3d MAW planned for both close and deep air support 

missions while responding to immediate on-call requests 

during 1st MarDiv’s march to Baghdad.

29

Chapter 3

Developing the Marine Aviation Strategy

Differences from the Gulf War

During the Gulf War, more than 500,000 Coalition 

combatants fought against Saddam’s invasion of 

Kuwait, destroying elements of the dictator’s Republican Guard assembled in southern Iraq.1

 On 

17 January 1991, the Coalition decisively gained 

air superiority on the first evening of the air campaign and continued preplanned air strikes for six 

weeks. Twelve days after the air war began, the 

Iraqis launched an attack into Saudi Arabia, the 

first major ground combat action of the Gulf War, 

at the town of al-Khafji.2 In this battle, joint air 

strikes demonstrated the capabilities of air-ground 

team operations and served as a prototype for the 

ground war nearly a month later.

Unlike the strategic air campaign that dominated Operation Desert Storm, CentCom’s plan for 

orchestrating the 2003 Iraqi invasion was quite 

different. OPLAN 1003V depended on tactical surprise through the rapid advancement of troops to 

Baghdad.3 To accommodate this, General Amos 

built a strategy that leveraged four key advantages 

during the march, each of which highlighted the 

strengths of the aviation combat element. 

The first advantage was U.S. air dominance 

over Iraq. This had been gained even before OIF 

launched its first mission, or sortie;* therefore, a 

lengthy period of preliminary air strikes or battle 

shaping before ground options was unnecessary. 

Iraqi air power had been severely blunted by more 

than a decade of missions—some 300,000 sorties—

flown by Coalition pilots after the Gulf War in support of Operations Northern and Southern Watch.4

In 2003, the Iraqi integrated air defense system 

comprised approximately 150 early warning radars and fewer than 350 fighter-attack aircraft. For 

the most part, these metrics painted a relatively 

low enemy air threat. However, U.S. Air Force 

analyses reported 200 surface-to-air missiles concentrated mostly around Baghdad.5

 In an attempt 

to neutralize the missile threat, CentCom increased 

the tempo of bombing missions just weeks before 

hostilities began—using Operation Southern Focus as a catalyst. This operation, which was not 

officially announced until mid-2003, began in June 

2002 and was designed to counter Iraq’s antiair capabilities and disrupt its communications.6

 Coalition aircraft flew more than 4,000 sorties from 1 to 

20 March in this final surge before OIF began.7

Second, with a smaller number of ground forces 

available for this campaign than the Gulf War, the 

elements of speed and surprise had to offset lower 

troop levels.* By the time combat hostilities began, 

the United States had deployed 150,000 troops to 

support OIF, which was considerably lower than 

previously recommended troop levels.8 By capitalizing on Coalition air superiority and executing 

elements of speed and surprise, 3d MAW planned 

for a two- to four-day separation between initial air 

and ground activities. Fixed-wing aircraft would 

aggressively attack enemy artillery sites, thus minimizing indirect fires as the 1st MarDiv advanced 

northwest to Baghdad. Believing a short period 

would suffice to shape the battlefield, ground 

forces could more quickly advance without jeopardizing the element of surprise. 

Third, 3d MAW supported ground forces in its 

typical manner, while also operating in a nontraditional role as a separate maneuver element, protecting the eastern flank and diverting Iraqi forces 

away from the fight during the advance. Plotting a 

lengthy and challenging 400-mile route from staging areas in northern Kuwait to the heart of Baghdad, 3d MAW wrestled with logistical requirements 

to establish multiple remote air-ground operations 

sites. Further, the Marine Corps added another 100 

miles to its journey when elements of 1st MarDiv 

moved north to Tikrit after the fall of Baghdad. 

As a result, 3d MAW flying squadrons and their 

support groups became more mobile than ever 

*A sortie refers to one aircraft mission flown by a single plane.

*The small troop size to support OIF contradicted U.S. CentCom 

OPLAN 1003-98, which justified 380,000 troops for an Iraqi invasion.
30 23 Days to Baghdad

Photo by LCpl Christopher H. Fitzgerald. Defense Imagery 030305-M-2237F-004 

Marines assigned to VMFA(AW)-121 attach a ground line before refueling an F/A-18D Hornet on the flight line at 

Ahmed al-Jaber Air Base, Kuwait, before an Operation Southern Watch mission.

Photo by PO3 John Taucher, USN. Defense Imagery 030325-N-6610T-536 

Marine Corps ordnance crews on board the amphibious assault ship USS Bataan (LHD 5) prepare to upload GBU12/B 500-pound Paveway II laser-guided bombs onto an AV-8B Harrier for an Operation Southern Watch mission.
Developing the Marine Aviation Strategy 31

imagined. Highlighting 3d MAW mobility, General 

Mattis declared that 1st MarDiv was one of the 

“most air-centric divisions” in the history of the 

Marine Corps.9

Fourth, a full arsenal of highly sophisticated precision-guided munitions coupled with a concept 

of rapid dominance through “shock and awe” was 

the overarching theme of the joint air strategy. In 

their book, Shock and Awe: Achieving Rapid Dominance, authors Harlan K. Ullman and James P. 

Wade introduced the concept of rapid dominance, 

which was designed to negatively affect the will, 

perception, and understanding of the adversary to 

respond by unleashing overwhelming and terrifying combined arms attacks.10 Initially, joint aviation planners prepared for high altitude, targeted 

air strikes using joint direct attack munitions—

one type of “smart” bomb. Called the “weapon 

of choice,” precision-guided munitions enable pilots to fly at higher altitudes, thus minimizing the 

effect of antiaircraft missiles and artillery. Using 

precision-guided bombs represented a departure 

from Desert Storm, where the air campaign was 

dominated by “dumb” bombs—with no internal 

guidance mechanisms—which meant expending 

more ordnance to successfully neutralize targets. 

Significantly, the use of more ordnance did not 

equate to increased satisfactory bomb damage assessments.11

In the initial weeks of OIF, the Air Force flew 

a preponderance of high-altitude shock-and-awe 

type missions in the vicinity of Baghdad, while 

Marine aircraft flew mostly in southern Iraq, supporting 1st MarDiv and diverting enemy attention 

away from its eastern flank. Integrating a combination of firepower and precision-guided munitions 

aimed at destroying Iraqi equipment, commandand-control sites, and artillery targets created a 

deadly psychological dilemma for enemy forces—

defend and be attacked or walk away from the 

fight.12

Planning, Planning, Planning

At the peak of combat operations, 3d MAW positioned 435 aircraft, plus 60 warplanes from the 

United Kingdom, at various Middle Eastern air 

bases and on board Navy ships. This impressive 

feat entailed an aggressive planning cycle that began in early 2002 in conjunction with 1st MarDiv. 

The efforts of air-ground team planners transpired 

at wing and division headquarters at Miramar 

and Camp Pendleton, California, and at two key 

Kuwaiti air bases—Ahmed al-Jaber and Ali al-Salem.13

As the senior Marine Corps aviation representative in CentCom’s long-range planning element, 

3d MAW plans director Colonel Jonathan G. Miclot frequently traveled to Tampa, Florida. The I 

MEF commander, Lieutenant General Michael Hagee, invited the lead planner in Korea, Lieutenant 

Colonel George W. Smith, to join Colonel Miclot 

so that the two officers could make a strong presence at the Marine Corps Forces Central Command headquarters facility. During initial planning 

sessions, the colonels realized the need to educate 

and promote the MAGTF model to an audience 

quite unfamiliar with one of its most appealing attributes—a flexible task organization coupled with 

building-block unit scalability. Once other services 

and conference attendees grasped the uniqueness 

of a ground unit with its own organic air support, 

future planning sessions moved to related discussions regarding where Marine aircraft, aircrews, 

Photo courtesy of Col Charles J. Quilter II

A U.S. Naval Academy graduate and naval flight officer, 

Col Jonathan G. Miclot commanded VMFA(AW)-225 

before his assignment as 3d MAW plans officer during 

Operation Iraqi Freedom.
32 23 Days to Baghdad

and wing staff would be based so they could provide support to the troops on the ground.14 As a 

result of their success in highlighting the model’s 

attributes, General Amos had no objections to embedding Marine liaison officers within joint agencies and commands. 

Understanding that the operational, logistical, 

and staffing requirements to support OIF could 

not be adequately addressed without a physical assessment of the Gulf region, 3d MAW sent a small 

fact-finding team to Kuwait in late summer 2002. 

The assessment team began preparing for a massive forward deployment with an undetermined 

start date that ranged from a few months away 

to early 2003. The team gathered valuable data, 

surveying runways and touring bases, to evaluate 

existing infrastructures for future air operations. As 

new topics arose, the team added experts, such 

as administrators and liaison officers, who made 

follow-on trips to resolve issues and address manpower questions. 

By November 2002, the air strategy was further 

refined when an advance party of 3d MAW commanders and senior planners departed California 

for Kuwait to complete final preparations for the 

movement of troops, aircraft, supplies, and equipment to the region. General Amos and a contingent 

of about 100 Marines celebrated Thanksgiving and 

Christmas in the Kuwaiti desert and awaited the 

official order to launch OIF. Those Marines who 

traveled with the advance party set up base camps 

and gained a firsthand view of how and where 

3d MAW would deploy its assets.15 The result was 

a master plan outlining the synchronized movement of an aviation combat element comprised 

of equipment, parts, and supplies to support 435 

aircraft—along with 15,000 3d MAW personnel. 

Assessing Current Capabilities:

An Aging Aircraft Fleet 

Marine Aviation at Headquarters Marine Corps 

managed a post–Gulf War transition plan that included the retirement of three legacy aircraft. Of 

those, two were jet-propelled: the Vietnam-era McDonnell Douglas RF-4B Phantom II photoreconnaissance plane and the Grumman A-6E Intruder 

attack plane. The functions of these aircraft were 

consolidated into a fighter-attack jet—the F/A-18 

Hornet C and D models—which replaced them. 

The third aircraft retired was the turbopropellerPhoto by LCpl Andrew Williams. Defense Imagery 030819-M-UW798-005

The 3d MAW advance party established its forward command headquarters in Kuwait at Ahmed al-Jaber Air Base 

in November 2002 in anticipation of an official deployment soon after the holidays.
Developing the Marine Aviation Strategy 33

driven North American Rockwell OV-10 Bronco, 

which was used primarily for tactical aerial observation and forward air control missions. Unmanned 

aerial vehicles (UAVs) and airborne forward air 

controllers (FACs) assigned to fixed-wing aircraft 

squadrons assumed the Bronco’s functions. 

By the end of the transition period in 2003, Marine aviation retained nine tactical aircraft types.* 

Although the fleet was aging, phased maintenance 

and planned avionics modifications, along with 

advanced weapons systems upgrades, maintained 

3d MAW aircraft at the leading edge of performance and mission capabilities. 

Fixed-wing aircraft that provided offensive air 

support and antiair warfare functions included 

the F/A-18C and D Hornet fighter-attack jet and 

the AV-8B Harrier II attack aircraft. The two-seat 

D-model Hornet proved invaluable when flying 

in advance of 1st MarDiv to support the aviation 

maneuver element, especially when conducting 

strike coordination and armed reconnaissance 

missions. In this role, a pair of D Hornets operated 

as a hunter-killer team, with one aircraft scouting 

for enemy targets as an airborne controller and the 

other striking and destroying them. Meanwhile, 

the Harrier II underwent significant changes that 

included engine upgrades and a new AN/AAQ28(V) Litening II targeting pod, which allowed 

positive target identification and attack from altitudes of 20,000–25,000 feet as an alternative to 

low-level dive and pop-up targeting tactics. 

For electronic warfare, 3d MAW loaned and 

shared its EA-6B Prowlers with the Air Force Coalition forces air component commander. Aerial 

reconnaissance was provided by combining attributes of fixed-wing aircraft and UAVs—primarily 

Six Core Functions of Marine Aviation 

Marine aviation functions have evolved over time, yet the core competencies have remained 

firmly rooted in official doctrine and at training commands. Air planners determined early 

in the process that each of the six doctrinal functions of aviation would be needed to support 1st 

MarDiv in OIF.

1. Offensive Air Support involves air operations conducted against enemy installations, facilities, 

and personnel to directly support the attainment of MAGTF objectives by destroying enemy resources or isolating enemy military forces. Its primary functions include providing fire and force 

protection through close air support and deep air support through air interdiction operations 

and armed reconnaissance or targets-of-opportunity missions. 

2. Antiair Warfare involves offensive and defensive air actions to destroy or reduce the enemy 

air and missile threat to an acceptable level; to gain and maintain an appropriate degree of air 

superiority, as required; and to provide force protection. 

3. Assault Support provides tactical mobility and logistical support capabilities to transport personnel, cargo, equipment, and supplies. It also includes the evacuation and tactical recovery 

of personnel and equipment, aerial refueling, and battlefield illumination within the area of 

operations. 

4. Air Reconnaissance employs various aircraft platforms to support visual observation, multisensory collection, and electronic detection activities, primarily to acquire and assess intelligence 

information. 

5. Electronic Warfare involves the use of electromagnetic and directed energy to attack the enemy 

and to provide protection and warfare support. 

6. Control of Aircraft and Missiles integrates and manages the five other aviation functions, primarily to oversee centralized command and air direction and to maintain decentralized airspace 

control and management and the control of aircraft through the Marine air command and control system.16

*During OIF, 3d MAW managed tactical aircraft, excluding Marine 

Corps operational support aircraft (the McDonnell Douglas C-9 

Skytrain, Beechcraft C-12 Huron, C-20 Gulfstream, and Cessna UC-35 

Citation).
34 23 Days to Baghdad

Hornets, Harriers with the Litening II pod, Prowlers, and AAI Corporation RQ-2B Pioneers (the 

Corps’ UAV). Used for the first time during Desert 

Shield and Desert Storm, the RQ-2B Pioneer was 

flown remotely by an operator on the ground, 

thus eliminating possible aircraft crew losses.* 

The Pioneers played a role in influencing decision making through the skilled data interpretation and analyses of the digital images gathered on 

enemy activity.17 Overall, because the Iraqi antiair 

threat remained relatively low, fixed-wing aircraft 

focused on armed aerial reconnaissance, deep 

air strikes, close air support, airborne forward air 

control, and air interdiction sorties, while KC-130 

Hercules turbopropeller-driven planes conducted 

aerial refueling and cargo hauling missions and 

acted as an aerial control platform for the direct 

air support center. 

Helicopters flew primarily offensive air support 

and assault support missions. For heavy lift cargo, 

troop transport, and medical evacuations, 3d MAW 

depended on its CH-53E Super Stallions and Boeing Vertol CH-46E Sea Knights. As attack and escort gunships, the Bell AH-1W Cobra* was armed 

with BGM-71 TOW—tube-launched, opticallytracked, wire command data link—and AGM-114 

Hellfire guided missiles as well as with 2.75-inch 

Hydra 70 rockets and an M197 20mm cannon. The 

Bell UH-1N Iroquois (more commonly known as 

the “Huey” or “Twin Huey”) utility and command 

helicopter could also be used as a gunship to carry 

rockets, a GAU-16 .50-caliber machine gun, and 

a GAU-17 7.62mm minigun or M240 7.62mm machine gun. 

The sixth aviation function—control of aircraft 

and missiles—was satisfied through the Marine air 

command-and-control system and assets, resources, and personnel from a mix of Marine air control 

Photo by SSgt Matthew Hannen, USAF. Defense Imagery 030322-F-MY389-016 

Although the Marine Corps’ EA-6B Prowler was a sought-after joint aircraft because of its proven electronic warfare 

jamming and aerial reconnaissance capabilities, 3d MAW forwarded several mission requests to support the aviation combat element. The four-man aircrew assisted strike pilots by jamming enemy radar and communication 

sites, but they also collected tactical intelligence. 

*The Bell Boeing MV-22 Osprey tilt-rotor aircraft was still undergoing 

operational certification and was unavailable for use during OIF.

*The Bell AH-1W is officially named the Sea Cobra, which is virtually 

never used. It is almost universally known as the SuperCobra or Super Cobra, but will be referred to throughout this book, except when 

quoted, as the Cobra.
Developing the Marine Aviation Strategy 35

groups. By exercising centralized command and 

decentralized control, MACG-38 deployed as the 

lead group with a force of tactical air controllers, 

radar operators, and communicators, while its support partner—MWSG-37—secured and sustained 

permanent and forward air operations, ranging 

from Kuwait to north of Baghdad. 

Complementing tactical aircraft weapons systems, night-vision capable 3d MAW aircraft allowed 

aircrews to use night-vision goggles. Although 

night operations were typically more complicated 

and dangerous, the goggles offered a greater tactical advantage from earlier wars. Additionally, precision guided weapons, such as joint direct attack 

munitions and laser-guided munitions, assisted pilots and aircrews when attacking and destroying 

targets. Crews were more likely to hit multiple targets accurately during a single bomb run, unlike 

in Operation Desert Storm where multiple aircraft 

flew strikes against single targets. Whether a target 

was a planned strike or one of opportunity, precision bombing increased the overall effectiveness 

and reliance on the Marine aviation combat element during OIF. 

Making Critical Decisions

General Amos developed an air strategy that afforded Marine aviation an opportunity to plan and 

fight the air war as it had always dreamed—supporting Marines on the ground—yet also by operating as a separate aviation maneuver element.18

Accordingly, the general and his assistant wing 

commander, Brigadier General Terry G. Robling, 

made a series of critical decisions during the planning process, and once in theater those decisions 

positively affected 3d MAW’s execution of the air 

campaign. The rationale behind these decisions 

provides a greater appreciation of the inherent 

complexities and interrelated operational, logistical, safety, and manpower considerations associated with Marine aviation.

AVIATION OPERATING

AS A MANEUVER ELEMENT

Typically, the ground combat element of the 

MAGTF assumed the lead during training exercises and real-world operations, while the aviation combat element operated in a supporting role 

A Marine Corps RQ-2A Pioneer unmanned aerial vehicle conducts a daytime reconnaissance mission over Blair 

Field during Operation Iraqi Freedom. The Pioneer provided ground commanders with real-time snapshots of enemy activity and the battlefield. 

Photo by LCpl Andrew Williams. Defense Imagery 030823-M-UW798-015 
36 23 Days to Baghdad

for the ground commander’s scheme of maneuver, providing lethal air firepower when needed. 

However, the idea of expanding this role and employing aviation as a separate maneuver element 

appealed to Generals Amos and Mattis. 

Although not often used, the approach had 

been successfully tested and exercised in the 

Philippines during World War II. On 30 January 

1945, U.S. Army General Douglas MacArthur ordered the 1st Calvary Division, commanded by 

Major General Verne D. Mudge, to race to Manila, 

free internees at the University of Santo Tomas, 

and seize Malacañan Palace. MAG-24 and MAG32 provided a nine-aircraft detachment to guard 

the division’s left flank. Patrolling from dawn to 

dusk overhead, Marine Corps aircrews searched 

roads and trails for enemy positions and activity. 

They then relayed critical intelligence information 

to General Mudge, recommending alternate routes 

that would bypass potential enemy engagements. 

Through this approach, Marine aviation provided invaluable reconnaissance data and air cover 

ahead of ground force movements while protecting the Army’s flank.19

Sixty years later, reliance on Marine aviation as 

both support and an independent maneuver element generated a valuable force multiplier and allowed Generals Amos and Robling to execute a 

Corps air campaign. Attack helicopters provided 

assault and close air support to the division’s immediate front, while tactical and reconnaissance 

fixed-wing aircraft flew farther out for deep targets, 

such as Iraqi artillery sites, surface-to-surface missiles, command posts, and armored tank columns. 

Doctrinally, close air support allows fixed- and 

rotary-wing aircraft to engage enemy targets that 

are near friendly forces. Its effectiveness requires 

detailed coordination and fires planning with the 

ground forces, whereas air interdiction is conducted farther away from friendly ground troops and 

aimed more at disrupting, delaying, or destroying 

the enemy’s potential to execute decisive strikes.20

In essence, 3d MAW fixed-wing aircrews served 

as the eyes of the division, at times 60 miles in 

front of friendly troops, influencing command 

decision making and protecting Marines on the 

ground as they advanced toward Baghdad.21 As 

a result, Marine aircraft “fixed” or held Iraqi military units in place. Just as had occurred in the 

Philippines, the 1st MarDiv traveled more quickly 

to Baghdad than anticipated with less disruption 

from the enemy forces that had been distracted 

from the main attack.22

AIRCRAFT DISPOSITION:

ON LAND OR AT SEA

A lingering, yet basic, consideration for the wing’s 

squadron commanders was where to base their 

aircraft. After months of negotiations, the Turkish government confirmed in February 2003 that 

neither the United States nor any Coalition forces 

would be allowed to use its air bases to launch 

offensive operations against Iraq. As a result, contingency planning for a northern border entrance 

into Iraq immediately halted. Without Turkish air 

facilities, Kuwait would be the primary base of 

operations for 3d MAW fixed- and rotary-wing aircraft. Unfortunately, in their current state, Kuwait’s 

limited airfields simply could not accommodate 

the more than 400 U.S. aircraft and the hundreds 

more expected from Coalition nations. Further 

complicating the situation, planners suspected that 

minimal repairs had been performed on airfields 

inside Iraq since Desert Storm, so the wing faced 

the prospect of making major repairs to meet runway specifications along with expansion projects, 

such as parking ramps. 

Given these constraints, wing planners devised 

an aircraft disposition plan that used a combination of Navy ships; existing air bases in Kuwait, 

Saudi Arabia, and Bahrain; and remote forward 

operating bases in Iraq. In Kuwait, two bases supported the bulk of permanent air operations—

Ahmed al-Jaber for fixed-wing aircraft and Ali 

al-Salem for helicopters. Neither base, however, 

would be fully operational without major modifications. The 3d MAW survey team recognized that 

Ahmed al-Jaber needed significant expansion and 

runway upgrades to accommodate its aircraft. As 

a result, Navy Construction Battalions (Seabees) 

laid concrete ramps there to accommodate the air 

fleet. Once in theater, MWSG-37 joined the effort 

by building expeditionary airfields and a network 

of forward operating sites, all aimed at keeping 

pace with the momentum of 1st MarDiv. In spite 

of lacking much of their heavy equipment because 

of arrival delays, the Seabees provided essential 

runway construction resources and expertise that 

otherwise would have severely degraded MWSG37 aviation ground support.23
Developing the Marine Aviation Strategy 37

General Amos noted the magnitude of effort 

expended even before the first aircraft touched 

down in Kuwait. At al-Jaber, the wing had to build 

a parking ramp and a parking apron where five 

F/A-18 squadrons and one AV-8B Harrier squadron could be positioned. This requirement allowed the wing to accommodate 78 aircraft that 

would need to park and taxi and still be in compliance with safety regulations, since mechanics and 

technicians would need to load an assortment of 

ordnance payloads with thousand-pound bombs. 

Amos recalled, “The ramp was 1,300 feet by 950 

feet, of poured concrete, one foot deep. When we 

ran out of money, we used AM-2 matting that is 

normally used for expeditionary fields and finally 

completed a 1,300-foot square parking area. We 

built new taxiways, buried fuel tanks, and placed 

fuel bladders out there, and ran fuel stations.”24

The Hercules fleet was based at Bahrain with a 

small detachment in Kuwait, while Prowlers were 

colocated with Air Force squadrons at Prince Sultan Air Base in Saudi Arabia. The Harriers that initially launched from U.S. Navy ships in the Persian 

Gulf either returned to ship after completing missions or remained forward, operating deep inside 

Iraq from mobile forward arming and refueling 

points (FARPs). Aircraft assigned to the 15th MEU 

(SOC) remained with the USS Tarawa’s (LHA 1) 

amphibious ready group in the Gulf waters off Kuwait’s coast. 

DIRECT SUPPORT AIRCRAFT

To accommodate General Mattis’s rapid advance, 

General Amos assigned helicopters and UAVs in 

direct support of the 1st MarDiv command post, 

each of the three regimental combat teams, and 

the 2d MEB. This allocated aircraft and aircrews 

to both avenues of approach to Baghdad, which 

enabled unit-focused intelligence gathering and 

dedicated air support. The air-ground team instilled a sense of camaraderie and afforded tactical commanders greater opportunity to request 

air support more efficiently for time sensitive missions, especially when presented with targets of 

opportunity. 

Although unmanned aircraft were part of 

MACG-38, the unit’s two squadrons split efforts 

and covered the division along its parallel routes. 

Marine Unmanned Aerial Vehicle Squadron 1 

(VMU-1) primarily supported Regimental Combat 

Photo by LCpl Andrew Williams. Defense Imagery 030813-M-7837W-002 

Aerial shot of a weapons storage area near Ahmed al-Jaber Air Base in Kuwait that was revamped for use during 

Operation Iraqi Freedom. 
38 23 Days to Baghdad

Team 1 (RCT-1) and Task Force Tarawa, while 

VMU-2 focused on RCT-5 and RCT-7.25 The RQ-2B 

Pioneer flew a variety of reconnaissance missions, 

providing target surveillance of designated areas 

of interest, reconnaissance of helicopter approach 

and retirement lanes, and battle damage assessment.26 The aircraft obtained detailed footage from 

its forward-facing infrared cameras, serving as the 

literal eyes of the ground forces. 

The battlefield’s distance inland from Kuwait 

prompted special consideration for aerial medical or casualty evacuations. Planners assigned two 

CH-46E transport helicopters to each regimental 

combat team to facilitate immediate evacuation 

missions. In a collaborative effort, 1st MarDiv began planning with the Navy’s medical support staff, 

3d MAW’s lift support experts, and the 1st FSSG’s 

administrative and logistical support branches to 

develop a swift, efficient process to extract casualties from as far forward on the battlefield as the 

tactical situation allowed. The Army also contributed to the direct support approach and offered 

dedicated access to a small fleet of Sikorsky UH60 Black Hawk helicopters configured for medical 

transport.27

At least one Huey helicopter was located with 

General Mattis’s command element and also with 

each regimental combat team as they advanced 

toward Baghdad. Crews flew primarily commandand-control flights during which ground commanders gained aerial situational awareness of 

the battlefield. Composite helicopter squadrons 

provided direct support to the I MEF combat missions, often separating into Cobra and Huey sections without a standard assignment to a specific 

regimental combat team. As an example, Marine 

Light Attack Helicopter Squadron 267 (HMLA267) supported I MEF forces with surge and sustained operational sorties by forming five Cobra 

and five Huey combat sections or divisions. These 

task-organized combat crews provided 24-hour 

coverage to I MEF maneuver forces throughout 

southern and central Iraq.28 One of the most important aspects of the direct support approach 

was that ground commanders had aviation assets 

readily available to meet immediate air support 

requests regardless of which group or squadron 

executed the mission.

ENHANCED TACTICS

The 3d MAW aviators and instructors not only 

tested new and enhanced weapons systems, but 

they also helped squadrons develop tactics that 

adapted to battlefield operations. The hunter-killer 

The 1st MarDiv benefited from 3d MAW’s approach of assigning aircraft in direct support of each of the three regimental combat teams. Here, a CH-46 Sea Knight waits near its supporting unit for a possible troop insertion, transportation, or immediate medical evacuation mission. 

Photo courtesy of Col Charles J. Quilter II
Developing the Marine Aviation Strategy 39

tactics mentioned earlier employed by the crews 

of MAG-11’s two-seat F/A-18Ds is one example. 

During combat operations, this technique reduced 

time-on-station for attack pilots and optimized limited aerial refueling time for the KC-130s. Aircrews 

worked directly with regimental combat team air 

officers to channel aircraft toward enemy armor 

in front of advancing ground troops, maximizing 

current imagery intelligence. This procedure led to 

several successful missions, most notably against 

the Baghdad and the al-Nida Divisions.

29

Given Iraq’s vast terrain laden with natural and 

manmade waterways, 3d MAW expected heavier 

reliance on helicopters during the march to Baghdad because rotary-wing aircraft could provide 

troop transport and aerial assaults of key bridges, intersections, and enemy defensive positions. 

Anticipating such missions, air planners altered 

tactics to accommodate an anticipated surge in 

assault support requests. MAG-16 and MAG-39, 

along with 1st MarDiv, collectively designed a battalion-sized reusable helicopter lift plan tailored 

for specific scenarios. The lift package included a 

set of predefined launch criteria, including minimum weather conditions, that aided commander’s 

tactical planning and decision making. 

Additionally, urban close air support was a 

high-interest topic and the wing spearheaded 

several expeditionary force-level command conferences and planning sessions to discuss how to 

best employ aircraft in such environments. They 

hoped to prevent situations where low-flying helicopters could become easy targets as happened 

in Mogadishu, Somalia, in 1993. One of the lead 

proponents of this initiative was Colonel Paul K. 

Hopper, the wing air officer, who hosted an urban 

close air support symposium from 6 to 10 January 2003. Focusing on urban fires, Colonel Hopper invited experts from information operations, 

targeting, collections, Marine Aviation Weapons 

and Tactics Squadron 1 (MAWTS-1), the Marine 

Corps Warfighting Laboratory, and the Rand Corporation. This group developed a framework that 

was later implemented to seize Baghdad.30 Believing that the capital would be heavily defended, 

3d MAW expected significant enemy opposition. 

In anticipation of that situation, low-flying attack 

helicopter aircrews, using precision ordnance, 

Photo by Col Michael D. Visconage. Official U.S. Marine Corps photo

Aerial refueling, as demonstrated by this Marine KC-130 Hercules and F/A-18 Hornet, was a critical component of 

the air campaign that extended an aircraft’s time on target. 
40 23 Days to Baghdad

needed refined tactics for use over a city with five 

million people. 

Understandably, the concern centered on coordinating fire so that crews could provide coverage for Marines on the ground yet not place their 

aircraft in vulnerable positions where the enemy 

would have an easy target. The symposium addressed likely scenarios in which helicopter crews 

would engage the enemy from a few hundred feet 

above rooftops only a few stories high. This scenario was risky for aircrews and ground troops 

alike.31

CADRE OF SENIOR LIAISON OFFICERS

AND BATTLE CAPTAINS

General Amos sought to foster sound relationships by handpicking a team of the most qualified staff officers to serve throughout joint service 

commands, Air Force air control agencies, and I 

MEF staff, as well as in support of regimental combat team commanders. These liaison officers were 

aviation experts who communicated directly with 

battlefield commanders and joint cell decision 

makers. By providing aviation-specific technical 

information and cultivating close working relationships during the planning and deployment phases, 

bonds formed, promoting a better understanding 

of Marine air-ground operations. Although assigning liaison officers was not a new concept, the 

general’s strategic placement and extensive use of 

these officers provided him with direct access to 

information about joint air operations that made 

their employment singularly effective. 

One newly created liaison billet of particular interest to General Amos was Colonel Martin Post’s 

assignment in the combined air operations center 

at Prince Sultan Air Base. As the senior Marine, 

Colonel Post’s primary role was to act as the general’s on-site advisor for all service air matters, and 

his second duty entailed oversight and mission assignment of all 3d MAW aircraft listed on the joint 

air tasking order. By having a well-versed naval 

aviator readily accessible, General Moseley’s staff 

could make more informed decisions about Marine-specific aircraft allocation. Although the Air 

Force controlled the strategic air campaign, Marines also engaged in fighting the bigger war by 

flying excess sorties as directed by joint air command agencies. Once combat operations began, 

it was not uncommon for Air Force Fairchild RePhoto by SSgt Sean M. Worrell, USAF. Defense Imagery 001030-F-FD742-007

An aerial view of the combined air operations center at Prince Sultan Air Base, Saudi Arabia, where joint service 

tactical air controllers enforced the Iraqi no-fly zone during Operations Southern Watch and Iraqi Freedom. 
Developing the Marine Aviation Strategy 41

public A-10 Thunderbolt II attack planes* to support Marines on the ground, particularly during 

intense firefights such as in the battle of an-Nasiriyah, while Hornets flew deep strike missions 

into Baghdad. In the end, OIF demonstrated that 

the Corps could retain control of its aircraft, yet 

successfully comply with Air Force protocols, and 

operate in a melting pot of shared aviation resources, joint targeting schedules, and coordinated 

command-and-control requirements.32

In January 2003, the 4th MAW commander, 

Brigadier General Harold J. Fruchtnicht, mobilized 

reservists from his command to form a liaison cell 

that deployed to the joint forces air command center at Prince Sultan Air Base and filled senior billets at the director and deputy director levels.33

MACG-38 also recruited for an exchange of liaison 

officers from other command-and-control agencies 

and assigned them to the Air Force combined air 

operations center, the 363d Expeditionary Airborne 

Air Control Squadron’s airborne early warning and 

control system, air support operations center, and 

Kuwaiti air traffic control agencies. The efforts of 

these liaison officers ensured full integration of the 

Marine style of centralized command and decentralized control throughout the campaign, especially during heated combat operations. 

Another agency in which General Amos modified the responsibilities of a liaison was in the creation of a new billet within the MACG-38 tactical 

air command center—the “battle captain.” Relying 

on the tactical air command center as his primary 

command post to view current operations and envision future operations, General Amos studied its 

basic functions before the air war began and sought 

improvements. Seeking the advice of a handful of 

retired Marine mentors who cautioned about becoming too bogged down in the current fight, the 

general realized that he also needed to focus several days ahead on the future air war.34 Although 

his senior watch officer billets were staffed with 

trained tactical air controllers, he understood that 

they could easily become saturated with too much 

data, which in turn could impede the time-sensitive flow of information to commanders and staff 

officers. Anticipating that 3d MAW would use helicopters extensively for tactical missions—primarily for close air support—General Amos wanted to 

safeguard against his senior watch officers inside 

the tactical air command center from becoming 

overburdened with strategic matters while trying 

to forward critical flight information to the pilots, 

FACs, ground units, and internal controllers. As 

an alternative, Amos chose four experienced aviators to fill the battle captain billets as a means 

of distributing the workload. This placed four senior aviators in charge—instead of controllers—

as the senior watch officers. Battle captains held 

the rank of colonel and worked 12-hour rotating 

shifts that allowed them to share the responsibility 

of managing the joint airspace to support current 

operations while also planning for future air operations. Battle captains held air controller mission briefings, selected targets, assigned missions, 

and maintained control of air and surface fires, 

whereas the senior air director and watch officers 

concentrated on specific missions that entailed directing aircraft, separating aircraft at defined altitudes, and monitoring the airspace.35

General Amos continually reemphasized his 

commitment within the air wing to support 1st 

MarDiv, sharing this sentiment during a conversation with the division commander: “I told General 

Mattis that there would be literally nothing, within 

reason, that I would not do to take care of his 

Marines on the ground. Once the planners and 

liaison officers figured out the two commanding 

generals were always going to agree with one another, the staffs got it. They understood that the 

relationship between the two commanders was 

very important.”36

FORWARD AIR CONTROLLERS

Employing Marine FACs—pilots assigned to ground 

units who control tactical aircraft—during OIF 

demonstrated one of the primary advantages of the 

Marine Corps air-ground team that made it unique 

from the other services. General Amos selected 16 

experienced FACs to augment each I MEF ground 

maneuver unit to offer immediate aviation expertise to the ground combat element. Air planners 

searched for a core group of majors and lieutenant colonels with credentials that included combat 

experience and a previous FAC tour. Those Marine pilots who served as aviation liaison officers 

supplemented unit commanders with insight about 

*The A-10, usually referred to by its nickname the “Warthog,” is a rugged, well-armed, and heavily armored aircraft designed exclusively 

for attacking vehicles and troops on the ground. It is famous, or in 

some eyes, infamous, for its role in close air support given previous 

involvement in friendly fire incidents.
42 23 Days to Baghdad

how to best employ aviation assets, ordnance, and 

tactics while integrating aircraft capabilities into 

the ground scheme of maneuver. Their role was 

to maintain continual situational awareness; know 

the location of “friendly” units; and understand the 

rules of engagement to prevent attacks on noncombatant civilians and off-limit buildings, such as 

religious sites or hospitals. 

FORCE AUGMENTATION AND

MOBILIZING RESERVISTS

Aviation planners realized early in the process that 

they needed more pilots, liaison officers, maintenance technicians, aviation logisticians, tactical air 

controllers, and ground support personnel to adequately execute 3d MAW’s dual role during OIF. 

Readily identifying shortages, the wing asked 

manpower experts at Headquarters Marine Corps 

to search for additional units, squadrons, and individuals to supplement its rosters. Although finding resources for squadron deployments was a 

common practice at the headquarters level, staffing for such a sizeable move strained the routine 

planning process.* On 14 January, Headquarters 

Marine Corps authorized a stop-loss action under 

Marine Administrative Message 007/03 that temporarily stabilized the workforce so that manpower 

planners could match operational requirements 

with personnel resources. The action halted normal personnel turnover and prevented Marines 

from leaving active duty, retiring, or transferring 

to other billets without approval. This decision allowed manpower planners to prioritize unit and 

individual personnel requirements for a specific 

military occupational specialty and aggressively 

seek reservists with specialized civilian skills.38

Marine Corps Forces Reserve in New Orleans, 

Louisiana, aided 3d MAW planners and began activating squadrons, aviation attachments, and individual reservists with aviation occupational and 

civilian skills. The mobilization process varied as 

reservists left government and civilian employers 

to join their respective commands, often with only 

a few days notification before deployment. Reserve Marines from across the country reported to 

active duty under Deployment Order 177B, which 

restricted their employment to Southern California 

to fill critical billets vacated by deploying active 

duty Marines. Movement of Reserve Marines outside the continental United States did not occur 

until the secretary of defense authorized a sepaThe Forward Air Controller

The FAC’s role has been engrained into MAGTF operations for decades and, over the years, modeled by other services. The FAC’s primary responsibilities are as follows: 

• know the enemy situation, selected targets, and location of friendly units;

• know the supported unit’s plans, position, and needs;

• validate targets of opportunity;

• advise the commander on the proper employment of air assets;

• submit immediate requests for close air support;

• control close air support with the supported commander’s approval; and

• perform battlefield damage assessment.37

Collectively, these measures were intended to prevent friendly fire incidents by ensuring accurate 

bombing of designated enemy targets. As more sophisticated communication systems along with 

tactics, techniques, and procedures became available, the Department of Defense released Joint 

Pub 3-09.3: Joint Tactics, Techniques, and Procedures for Close Air Support (CAS) in 1995—with a 

major revision in 2003—to provide uniform procedures for close air support.* 

*Headquarters closely monitors FAC eligibility and training requirements, which include having at least two years operational flying 

experience and being a graduate of the expeditionary warfare training group and the tactical group and the tactical air control party 

course. After training completion, graduates earn a FAC military occupational specialty (MOS 7502) and are considered certified joint 

terminal attack controllers.

*A deployment of this magnitude, nearing 15,000 air wing personnel, 

had not occurred since the Gulf War in 1990–91.
Developing the Marine Aviation Strategy 43

rate deployment order. In the end, 3d MAW reinforced 30 percent of its total troop strength from 

the reserve community.

General Amos’s augmentation requests were 

ultimately met with additional personnel, aircraft, 

and equipment from two other wings: 2d MAW 

in Cherry Point, North Carolina, and 4th MAW, a 

reserve air wing in New Orleans, Louisiana. This 

augmentation added MAG-29 from New River, 

North Carolina, to the air-ground team, which provided a much-desired composite helicopter group 

to enhance 3d MAW’s mix of tactical, utility, and 

transport rotary-wing assets. Now reinforced with 

seven groups, 3d MAW included MAGs 11, 13, 16, 

29, and 39, coupled with MACG-38 and MWSG37. Adding to the short-range antiair defense 

and force protection capability, 2d and 3d Low 

Altitude Air Defense Batteries provided convoy 

and ground security at forward operating bases.

Additionally, joint service augmentation from 

the U.S. Army strengthened the air wing in terms of 

medical evacuation by supplying 15 UH-60 Black 

Hawk helicopters from the 498th Medical Company (Air Ambulance) and its air defense and security support with elements of the 108th Air Defense 

Artillery Brigade providing Patriot missile security. 

Even though 3d MAW successfully retained 

operational control of its organic aviation assets 

during this campaign—a major victory in itself—a 

myriad of related complex challenges arose as the 

air strategy became more concrete. Some of these 

centered on oversight of joint airspace operations, 

pilot rules of engagement, and aircraft performance and readiness, while others were less controllable, such as climate and weather. Regardless, 

wing planners sought innovative ways to mitigate 

such challenges and execute the air campaign as 

intended.

Photo courtesy of BGen Robert E. Milstead Jr.

Gens Amos and Robling meet with 3d MAW commanders during a planning session. Pictured from left to right are 

Col Ronnell R. McFarland, Col Michael C. Anderson, Col Richard W. Spencer, BGen Terry G. Robling, MajGen James 

F. Amos, Col Mark R. Savarese, Col Randolph D. Alles, Col Robert E. Milstead Jr., and Col Stuart L. Knoll. 
44 23 Days to Baghdad

JOINT AIR TASKING IN THE “PURPLE HAZE”

The hallmark agreement between Generals Moseley and Amos during the planning phase clarified 

the command-and-control relationship between 

the Air Force and the Marines and became the 

heart of the Corps’ aviation strategy throughout 

its execution. Recalling the more bureaucratic approach used during Desert Storm in which the Air 

Force approved all Marine air requests, attempted 

to control all aviation assets, and assigned aircraft 

before aircrews could acquire targets, this campaign afforded an opportunity to resolve lingering issues from the past.* As a result, a genuine 

joint airspace relationship evolved—referred to 

as the “purple haze”—signifying the epitome of 

interservice collaboration. Without question, General Moseley still owned all assets in the joint area 

of operations, including those of the Marines, yet 

General Amos retained operational and tactical 

control of 3d MAW aircraft to support Marines on 

the ground. Thus, formal operational control of 

Marine air assets never transferred from Marine 

Corps to joint control.39 In simple terms, the Marine Corps leased its airspace from the Air Force.

General Robling recalled one particular meeting—prior to 3d MAW’s deployment forward—in 

which General Moseley clarified any confusion 

about who would control the joint airspace and the 

daily flight schedule or air tasking order. Amidst 

the chatter in a room occupied with senior-level 

service members, General Moseley stated firmly, 

“I’m the joint forces air commander. I own from 

one half inch above the ground to infinity of the 

area of operations and I’m not giving that up. But 

what I will allow is the predominant, the Marine 

Corps to put their air over the Marines just like 

they always do and we’ll work out the excess sorties.”40

Determined to enforce this agreement during 

the air campaign, General Amos depended on the 

Marine air liaison officers within General Moseley’s air components, specifically in the combined 

force air command center, to serve in advisory 

roles. Comparable to the Marine Corps’ direct air 

support center, the Air Force’s command hub employed a joint staff of approximately 2,000 personnel by mid-March.41 One of the most difficult hurdles to overcome was assigning planned missions 

to multiservice aircraft and listing them on the joint 

air tasking order. Similar to a master flight schedule, the air tasking order was published daily and 

listed preassigned sorties with corresponding mission information, such as specific pilot-controller 

instructions, call signs, targets, controlling agencies, and estimated launch times.42 At the peak of 

air operations, the tasking order was distributed to 

controlling agencies and subordinate units based 

on a projected, strategic 96-hour planning cycle. It 

often exceeded 100 pages. 

The problem for the Marine Corps was anticipating a list of potential on-call missions based 

on ever-changing operational tempos, rather than 

projecting preplanned missions four days in advance. Just like the Moseley-Amos agreement, 

Photo courtesy of Col Charles J. Quilter II

A graduate of Central Washington University, BGen 

Terry G. Robling flew the F-4 Phantom before his selection as one of 24 officers to the F/A-18D Hornet transition board. Throughout his career, he held various 

operational and staff positions and served as 3d MAW’s 

assistant wing commander during Operation Iraqi 

Freedom. Gen Robling remained in Iraq until all of his 

Marines and aircraft returned home to California in 

November 2003. 

*Although a layered, formal approval chain worked well for strategiclevel air campaigns like those flown by the Air Force, the Gulf War 

approach jeopardized immediate tactical decision making among Marine air controllers, pilots, and commanders, leaving minimal flexibility. Such a cumbersome approval process would bog down response 

times and hamper on-call missions to support MajGen Mattis’s rapid 

advance to Baghdad.
Developing the Marine Aviation Strategy 45

joint air planners reached a compromise that allowed Marine missions to be listed or accounted 

for twice—first on the master or theater-level air 

tasking order and second on a Marine-specific direct support air tasking order. This allowed Marine 

aviation to retain its flexibility to support on-call 

missions as a maneuver element, yet also comply 

within the 96-hour requirement, thus minimizing 

a labor-intensive reconciliation effort at the end 

of a shift comparing preassigned missions with 

detailed usage data of actual sorties flown. To 

further simplify the assignment workload, Marine 

helicopter missions were listed on the air tasking 

order as high-level placeholders without mission 

details, which allowed further flexibility. In turn, 

the direct air support center could more closely 

direct and oversee helicopter missions because 

pilots would often have numerous take-offs and 

landings during a single mission. Although this 

approach was far from perfect and never totally 

resolved, it eased the administrative burden of 

tasking and tracking joint assets and minimized a 

massive postmission reconciliation effort. 

To generate the daily air tasking order more efficiently, the Air Force developed a relatively new 

automated tool—the theater battle management 

core system. Navy and Marine Corps liaison officers working in joint air control agencies were introduced to the system for the first time in March 

2003, which resulted in an initial steep learning 

curve as users became familiar with software 

functionality and capabilities. Marine Tactical Air 

Command Squadron 38 (MTACS-38) supported 3d 

MAW and I MEF with air tasking order production by writing, disseminating, and executing it on 

a daily basis. This included a network in excess 

of 90 desktop computers coupled with 43 remote 

and 72 web-based remote terminals.43

Understanding the Law of War

and the Rules of Engagement

When loaded with precision-guided munitions, 

the fleet of legacy, yet sophisticated, aircraft not 

only ensured target destruction but had the secondary psychological effect of disrupting enemy 

resistance and destroying their will to fight. But 

neither role could occur without compliance with 

the rules of engagement. 

Although the burden of publishing clear and 

concise rules of engagement—self-imposed limitations governing the use of force—rested with 

CentCom, 3d MAW planners, pilots, and controllers had to conduct the air campaign within the 

confines of the law of war—the international law 

that binds nations by treaty or by custom. Any 

psychological advantage or goodwill gained in 

the air campaign could be lost if aircraft attacked 

noncombatant civilians or sites. 

Although speed and surprise were critical for 

OIF’s success, Marine aviation had to minimize 

the potential for incidents involving friendly fire 

or killing noncombatants. The rules required that 

Coalition forces positively identify a target as enemy before engaging it to preserve the country’s 

infrastructure and reduce the need for reconstruction after the war’s conclusion. As the war 

evolved, aviators understandably found many of 

the constraints frustrating and challenging, especially in the face of an enemy who, contrary to 

the laws of war, used medical and religious sites 

for military purposes and wore civilian clothing to 

blend in with noncombatant civilian populations. 

Nonetheless, 3d MAW aircrews maintained the 

delicate balance to maximize lethality while minimizing collateral damage. As a means of further 

understanding the laws of war and the rules of 

engagement, 3d MAW reinforced their importance 

during training sessions. 

Marines from the wing’s advance party deployed in small groups to Kuwait to cultivate 

friendships with neighboring Coalition-friendly 

countries. One of the team’s first assignments 

was to lay out the functional areas of the tactical air command center where battle staff training 

would occur a few months later. Training sessions 

primarily centered on rules of engagement, but 

public affairs and media handling techniques; first 

aid; and procedures for joint tactical air, assault 

support, and medical evacuation requests were 

covered as well. Once in theater, 3d MAW participated in two CentCom exercises to prepare for 

joint operations: Lucky Warrior 3-1, which focused 

on the combined forces land component commander perspective, and Internal Look, which focused on wargame exercises. 

Adapting to the Climate and

Maintaining Aircraft Performance

Iraq is known for its frigid winters and hot, dry 

summers that often exceed 100 degrees Fahr-
46 23 Days to Baghdad

enheit from May to September. Although not as 

severe as the climate experienced by those who 

trained at Yuma, Arizona, and Twentynine Palms, 

California, the brutal summer months in Iraq are 

defined by two wind patterns: the Sharqi and the 

Shamal. From April to November, dusty Sharqi 

winds with occasional gusts up to 80 kilometers 

per hour that can carry sands several thousand 

feet high dominate the southern part of the country. The Shamal phenomenon produces a steady 

prevailing wind from mid-June to mid-September 

that brings blinding sandstorms followed by another Sharqi in the fall.44

Under such extreme conditions, flight operations and aircraft performance would be adversely 

affected, so 3d MAW Marines had to adapt. Pilots 

learn early in their training that high air temperatures cause aircraft to have a poor rate of climb 

and demand more runway length for takeoff and 

landing. In general, aircraft perform best in colder 

temperatures. Seasoned maintenance personnel 

anticipated the negative effects that Iraq’s extreme 

heat and harsh desert environment would have on 

aircraft readiness.* Of greatest concern were the 

violent winds and blowing dust storms, which limited pilot visibility. Sand and foreign object debris 

created a ripe environment to reduce aircraft performance and increase maintenance cycles. Keeping grit out of jet engines and deep inside airframe 

crevices was nearly impossible. Coupled with an 

aging fleet, Iraq’s environment was not conducive 

to high-performance machinery despite regularly 

scheduled maintenance. 

Although climate and weather could not be 

controlled, 3d MAW’s aviation ground support, 

logisticians, and maintenance personnel worked 

together to mitigate as many issues as possible. 

The weather section from MWSG-37 scheduled 

two daily forecasts instead of one for General 

Amos and the battle staff that coincided with intelligence briefings. Complementary information not 

only kept commanders abreast of enemy threats 

and changing weather conditions, it provided airPhoto by LCpl Andrew P. Roufs. Defense Imagery 030413-M-9124R-016 

Navy hospital corpsmen assigned to 1st LAR, 1st MarDiv, attend to a wounded enemy combatant who wore no 

uniform. This disregard for international convention made it more difficult to authorize enemy targets during the 

fighting in Iraq.

*Overall, airfoils—wings and rotor blades—perform better (i.e., generate lift) when air density is greater as with colder temperatures and 

at lower altitudes.
Developing the Marine Aviation Strategy 47

crews with the most current situational information before mission launch. From a maintenance 

perspective, lessons learned during the Gulf War 

now affected how squadron and intermediate 

maintenance Marines prepared for operations in 

an unforgiving desert environment. Two relatively 

simple and inexpensive preventive maintenance 

practices—frequently washing airframes and applying lubricants to certain components—paid 

great dividends. With adverse weather in mind, 

3d MAW wanted three good flying days before the 

ground war started to finish shaping the battlefield 

and for assault support missions. Unfortunately, 

even on the first night of the air campaign, the 

weather never cooperated.

BLENDING MARINE AVIATION AND

LOGISTICS SQUADRONS

With more than 400 aircraft of 9 different types and 

multiple models in a harsh desert climate needing 

maintenance and logistical support, Colonel Gilbert B. Diaz, 3d MAW deputy chief of staff for aviation logistics, required a simple yet flexible plan. 

He and his staff published a plan outlining the 

aviation supply concept and logistical support requirements to maintain the highest possible aircraft 

readiness rates, both full- and partially mission capable. Part of the plan was to establish an intermediate maintenance capability on board two U.S. 

Navy aviation logistics support ships, the SS Wright

(T-AVB-3) for fixed-wing aircraft and the SS Curtiss (T-AVB-4) for support helicopters. (T-AVB is 

the designation for a roll-on/roll-off container ship 

conversion dedicated to moving a Marine aviation 

logistics squadron by sea.*) Typically, each Marine 

Photo courtesy of Col Charles J. Quilter II

Dust storms and fine sand played havoc with 3d MAW aircraft and maintenance crews. This dust cloud temporarily 

dominated the primary Marine fixed-wing air base at Ahmed al-Jaber, Kuwait.

*A 20-year-old idea, the Marine Corps authorized a feasibility study 

for an aviation logistics support ship in November 1985, and the Navy 

converted two cargo container ships to fulfill this mission. During 

this time, the Marine Corps aviation logistics community introduced 

the Marine aviation logistics support program, which defined various 

contingency support packages of aircraft parts based on several factors, including past usage data and the length of deployment. The 

program outlined inventory levels of aircraft materials, including repairable components and consumable parts, that would complement 

aviation combat element requirements and the flexibility of MAGTF 

operations.
48 23 Days to Baghdad

aircraft group, through its Marine aviation logistics squadron, provided intermediate-level maintenance functions—a prerequisite maintenance 

phase before full depot-level repair—along with 

logistical and ordnance support to its squadrons.* 

Such functions included work centers to repair engines, airframes, and avionics and to perform quality assurance tasks.45

Anticipating a deployment order soon after the 

New Year in 2003, Marine aviation and logistics 

squadrons prepared for potential aircraft readiness 

issues if the timeline extended major air operations into late spring and early summer. Colonel 

Diaz’s foresight encompassed building a robust 

parts inventory, placing engine pools at the main 

air bases, and establishing intermediate repair facilities on board Navy ships. Based on Diaz’s 30 

years of experience and guidance, 3d MAW deployed forward with 100 percent accountability, 

or inventory validity, of 6,219 fixed- and rotarywing repairable and consumable parts categories, 

which was a difficult metric to achieve given the 

aircraft mix.46

Although six detachments of Marine aviation 

logistics squadrons deployed to support OIF, 

Colonel Diaz blended East and West Coast units, 

each with unique asset management philosophies 

and business processes, into a streamlined operation. Further, he consolidated assets, resources, 

and personnel to form two dominant units: Marine Aviation Logistics Squadron 11 (MALS-11) for 

fixed-wing aircraft and MALS-39 for rotary-wing 

aircraft. Once the war began, al-Jaber and Ali alSalem Air Bases were the hubs while the Wright

and Curtiss were the major spokes of maintenance and supply activities coupled with forward 

operating sites. 

The inherent complexity of aviation logistics 

materials management and its well-defined supply 

chain demanded detailed coordination and vendor 

agreements with commercial transportation carriers that would deliver critical avionics components 

and high-demand replacement parts. In turn, expediting parts required aggressive procurement oversight from military and commercial stock points, 

multiple modes of transportation, and interagency 

liaisons to expeditiously replenish, track, and ship 

parts from the United States to Kuwait. By establishing commercial air delivery contracts well in 

advance of the forward deployment, aviation logistics squadrons used overnight delivery services 

to fly parts directly to al-Jaber and Ali al-Salem. 

This approach contributed to maintaining acceptable fixed- and rotary-wing aircraft readiness rates 

during the march to Baghdad, despite austere forward bases and harsh weather conditions. 

Colonel Diaz’s staff also oversaw daily Marine 

logistics flights to and from the two maintenance 

ships and all bases in Kuwait, Saudi Arabia, and 

Bahrain with a fleet of heavy-lift helicopters and 

an assortment of available cargo aircraft.47 Once 

in theater, however, one of the colonel’s most 

frustrating problems was moving parts from one 

location to another because of scarce ground 

transportation. Although the situation improved 

over time with reliance on KC-130s to transport 

Photo courtesy of Col Charles J. Quilter II

Col Gilbert B. Diaz, 3d MAW’s deputy chief of staff, 

Aviation Logistics Department, deployed with Marine 

aviation logistics squadrons. A seasoned logistician, he 

recognized that the ultimate testimony of aircraft readiness was performed behind the scenes by Marines whose 

sole objective was “fixing and flying” the wing’s aircraft. 

*In 1985, a major organizational change spearheaded by Col Donald 

E. Davis revised the command structure for aviation logistics and 

maintenance Marines, changing it from Headquarters and Maintenance Squadrons to Marine Aviation Logistics Squadrons (MALS). The 

new structure offered a defined career path for aviation logistics and 

maintenance officers, allowing them to serve in squadron commanding officer and executive officer billets.
Developing the Marine Aviation Strategy 49

parts, Colonel Diaz summarized it best: “It’s frustrating when you have a $100,000 part, and you 

can’t move it to a site to fix an aircraft.”48

When 3d MAW began flying 250–300 sorties a 

day, squadron maintenance crews understood the 

need to inspect, repair, and return aircraft to the 

flight line quickly while also maintaining quality 

and safety standards. Although the entire air wing 

fought a never-ending battle with sand and grit, helicopters and the propeller-driven C-130s presented even more issues because of blade erosion. The 

squadrons used blade tape, but the problem was 

never fully resolved. Chief Warrant Officer-2 Kraig 

Photo by Sgt Nicholas S. Hizer. Defense Imagery 030211-M-5266H-007 

Cpl Kristen Myrick with VMFA(AW)-225 checks a safety pin on an AIM-9 Sidewinder missile attached to an F/A-18 

Hornet at Ahmed al-Jaber Air Base, Kuwait, in February 2003. 

A. Meyer, HMLA-267 maintenance control chief, repeatedly dealt with desert sand on the squadron 

helicopters while trying to perform phased maintenance under time constraints to return broken 

aircraft to flight status as quickly as possible. For 

UH-1N helicopters, an inspection took 6 hours, 

while an engine wash was slated at 25-hour intervals. Both efforts pushed Marines well beyond 

eight-hour work shifts to keep the aircraft flying. 

The maintenance chief prioritized the workload 

following simple guidelines, “It was basically, fix 

the communications systems first, fix the weapons 

systems next, and shoot ’em back out the door.”49

Chapter 4

Controlling and Supporting Aircraft

Managing the Airspace with

Marine Air Control Group 38

Dual role planning for the 3d MAW demanded 

that MACG-38 maintain a tactical communications 

network over greater distances than ever before 

while retaining command and control of the I MEF 

airspace. Most of this daunting task fell upon Colonel Ronnell R. McFarland, commanding officer of 

MACG-38. 

Colonel McFarland relied on his 30-year tenure 

within Marine air command and control to recognize that his group could not effectively accomplish such enormous tasks without support. What 

emerged was a natural partnership with MWSG37 as the two units planned and established forward operating sites during 1st MarDiv’s advance 

to Baghdad. Through their efforts, MACG-38 and 

MWSG-37 consolidated assets, personnel, and talents, becoming the foundation of the wing’s mobility that ultimately stretched more than 450 miles 

from the northern border of Kuwait to Tikrit. 

A few months prior to deploying forward, Major Jeffrey P. Davis, MACG-38 assistant operations 

officer, focused on the sustainment effort of the 

control group, ensuring that Marines completed 

weapons qualifications and received training on 

tactical convoy security, rules of engagement, and 

map orientation. Once the air campaign began, 

he experienced forward mobility firsthand while 

overseeing a critical component of extending 

forward tactical air communications. He led the 

reception, onward movement, staging, and integration of the group’s men and materiel at Jalibah and an-Numaniyah in Iraq. Coordinating with 

MWSG-37, Davis was instrumental in merging a 

combined forward command element in which 

the air wing’s two nonflying groups could plot 

the aviation ground scheme of maneuver. The arrangement simply made sense and facilitated connectivity at FARPs and at forward operating bases 

(FOBs). Although the original plan included 10 to 

12 forward sites, 21 FARPs were eventually created to keep up with the fast-paced operational 

tempo and evolving needs of the ground combat 

element. 

Major Davis believed his experiences as a veteran of Operations Desert Storm and Enduring 

Freedom and as an instructor at Marine Aviation 

Weapons and Tactics Squadron 1 in Yuma, Arizona, had groomed him for the challenges of readying control group squadrons for deployment and 

sustaining forward air operations. He recalled, “It 

was more than just nuts and bolts to get lance corporals ready for deployment. In the end, during 

hostilities, I was absolutely awed by [what] Marines 

can do when needed; the teamwork throughout 

the air wing was just incredible.”1

MACG-38 received personnel reinforcements 

and equipment augmentation from two other 

groups: MACG-28 of the 2d MAW and MACG-48, 

a reserve unit from 4th MAW. Once in theater, 

MACG-38 assumed initial operational control of 

Notional Marine Air Control

Group Organization

51
52 23 Days to Baghdad

“nodal communications” architecture that included satellite capability and terrestrial microwave 

communications equipment to geographically link 

outlying sites.* 

At the Tactical Air Command Center (TACC) at 

al-Jaber, Kuwait, communicators relied on a digital 

technical control system and a tactical data network gateway coupled with AN/TTC-42 automatic telephone central office switching with miles 

of cable.4

 To maintain oversight at remote sites, 

the squadron depended on its secure, deployable 

command element “93 Jump Package.” Its capability was absolutely vital to the employment of 

Marine aviation as a maneuver element because 

forward communications provided real-time reconnaissance data and images from the UAVs directly to the tactical air command center where 

General Amos’s battle staff directed current and 

future air operations. 

DECENTRALIZED CONTROL

Reliability of the extended tactical aviation communications network was validated daily by its 

users—ground commanders, pilots, forward air 

controllers, and tactical air controllers. Before hostilities began, Colonel McFarland made two pivotal 

decisions that further demonstrated 3d MAW’s mobility, decentralized control, and responsiveness to 

the ground scheme of maneuver. These decisions 

cost nothing to implement and necessitated only a 

reallocation of resources, roles, and responsibilities 

for two MACG-38 air control agencies—the direct 

air support and tactical air operations centers. 

First, instead of staffing one centralized direct 

air support center to monitor all air control traffic 

originating from Kuwait to Baghdad, as was typically done, the colonel formed three unit-oriented 

air support elements and assigned them to each of 

1st MarDiv’s maneuver elements.** The main direct 

air support center was outfitted with an AN/TSQ207 communications air support central platform, 

the Army’s 108th Air Defense Artillery Brigade that 

employed the Patriot missile. Its soldiers were assigned to al-Jaber Air Base in Kuwait with a liaison 

officer positioned inside the tactical air command 

center. Just before the start of combat operations, I 

MEF assumed direct operational control of the brigade. The missile unit’s mission benefited from full 

integration into the Marine Corps command-andcontrol system by receiving critical early warning 

cues from the tactical air operations center that 

helped shape launch decisions.2

 Once fully staffed, 

MACG-38 was poised to perform its primary mission: to establish and sustain the Marine air command-and-control system on behalf of 3d MAW.3

EXTENDING TACTICAL COMMUNICATIONS

Anticipating an official deployment order, McFarland sent 110 air control group Marines to Kuwait 

with the 3d MAW site survey team to explore options for establishing both fixed and mobile tactical communications. The team’s assessment paid 

huge dividends as MACG-38 orchestrated a master 

plan to meet operational and logistical needs while 

complying with Marine air control doctrine—to 

exercise centralized command through the tactical air command center and decentralized control 

primarily through two control agencies, the direct 

air support and tactical air operations centers.* 

The colonel used existing equipment configurations and upgraded software applications, such 

as installing a military version of Internet chat or 

instant messaging software, that enabled real-time 

communications between aircrews and controllers 

during missions. 

Using the new generation of Internet-enabled 

digital and satellite communications meant that 

MACG-38 bottom-line priorities were twofold: 

maintain connectivity at al-Jaber and Ali al-Salem 

in Kuwait, and establish communications at forward air sites inside Iraq once the war started. As 

a result, they had one of the most mobile and sophisticated digital-based air command-and-control 

systems implemented in the history of the Marine 

Corps that stretched from Bahrain, Saudi Arabia, 

Kuwait, and throughout Iraq. Marine Wing Communications Squadron 38 (MWCS-38) designed a 

*The interdependent agencies within the Marine air command-andcontrol system provided the Marine aviation combat element commander with the capability to monitor, supervise, and influence the 

application of the six functions of Marine aviation.

*As a means of distributing the initial workload, Marine Air Support 

Squadron 3 (MASS-3) and MTACS-38 jointly established and maintained the Tactical Air Command Center (TACC) and the direct air 

support center, while the Marine wing communications squadron installed, operated, and maintained the initial tactical communications 

nodes at 3d MAW’s permanent air bases in Kuwait.

**Typically, the TACC included one close battle cell whose staff monitored the current fight and communicated with one direct air support 

center; however, given the scope of operations, the joint command 

relationships, and distance to Baghdad, Col McFarland recognized 

this campaign warranted a different layout.
Controlling and Supporting Aircraft 53

which resided with 1st MarDiv at Camp Coyote, 

Kuwait. Three separate air support elements mirrored direct air support center functionality and 

were attached to General Mattis’s forward division 

command post, 2d MEB’s Task Force Tarawa, and 

United Kingdom forces (1st [UK] Armoured Division). Although not officially called direct air support centers to avoid confusion, each operated as 

such and was fully equipped, staffed, and capable 

of performing direct air support center functions. 

More specifically, controllers conducted procedural control of aircraft with pilot check-in and 

checkout protocols, thus providing route headings 

quickly. Additionally, McFarland stood-up a direct 

air support center (airborne) configured in an AN/

UYQ-3A communications van and housed inside a 

“93 Jump Package”

MWCS-38 established a critical retransmission site just north of the Kuwait-Iraq border that 

provided secure connectivity at Ali al-Salem Air Base and Camp Commando in Kuwait with 

extended tactical communications to forward operating sites. By forming a mobile team that deployed in Iraq, MWCS-38 established secure voice and data communications at multiple FOBs during offensive operations. Known as the “93 Jump Package,” it comprised an AN/TSC-93C satellite 

package for Colonel McFarland’s forward command element as it leapfrogged side-by-side with 

MWSG-37 to support 1st MarDiv. 

Major Jeffrey P. Davis spearheaded most of the 93 Jump Package planning effort from a procedural air control perspective, coordinating with air bosses at the forward sites. Comprising a team of 

about 25 Marines with vehicle-mounted communications equipment, they staged initial operations 

at an-Numaniyah, a FOB, and eventually moved to ad-Diwaniyah, a FARP, until “nodal communications” were established south of Baghdad.5

Col Ronnell R. McFarland, MACG-38’s commanding officer, receives a field briefing from Maj Brent E. Sanders and 

the direct air support center crew while deploying forward from Kuwait. 

Photo courtesy of Maj Jeffrey P. Davis
54 23 Days to Baghdad

aison teams did not have control capabilities, but 

forwarded air-to-ground information from the regimental level up to division.7

Second, clearly understanding that Marine Air 

Control Squadrons 1 and 2 would be significantly 

underutilized in this campaign—because the Iraqi 

antiair threat was already relatively low and air superiority would be quickly gained soon after the 

air offensive began—the colonel added a new role 

for the TACC. Air controllers assisted in strike coordination and reconnaissance missions, which were 

vital in searching for enemy activity and bombing 

enemy artillery targets in advance of the ground 

troops, particularly on the Marines’ eastern flank. 

Both squadrons consolidated efforts to establish 

24-hour operations that relied on the organic AN/

TPS-59 and AN/TPS-63 early warning radar system 

located at Tactical Assembly Area Coyote in Kuwait. Operating beyond their typical antiair warfare function, air controllers worked directly with 

specially equipped KC-130 Hercules. The airborne 

support center proved instrumental in maintaining 

contact with low-flying helicopters that often lost 

line-of-sight communications with the main direct 

air support center. Whether assigned to the main 

1st MarDiv direct air support center in Kuwait, 

the airborne platform, or one of the mobile air 

support elements, tactical air controllers vectored 

aircraft and processed three types of air support 

requests—joint tactical air, air support, and medical and casualty evacuations.6

Colonel McFarland further decentralized air 

control capabilities to its lowest level to support 

the ground scheme of maneuver with the creation of four air support liaison teams to balance 

an anticipated heavy workload. Mounted in tactical vehicles, the teams moved independently with 

each of the three regimental combat teams—1st 

Marines, 5th Marines, and 7th Marines—with the 

11th Marines artillery regiment. These support liMap courtesy of 3d Marine Aircraft Wing

Col Ronnell R. McFarland used the battlefield coordination line (BCL) and added an extra layer of coordination 

for close air support between the fire support coordination line (FSCL) and the forward line of troops (FLOT), as 

shown. 
Controlling and Supporting Aircraft 55

fighter and attack pilots, assisting in controlling 

“kill box” interdiction and close air support missions.8

 Through this combined effort, 3d MAW air 

controllers employed F/A-18D Hornets to search 

for targets of opportunity in advance of the ground 

combat element. 

Kill boxes were distinct areas that identified 

grid coordinates to monitor combined arms fires 

in the close and deep fights, further distinguishing 

boundaries to minimize the potential for friendly 

fire incidents. The TACC typically managed only 

the air defense function, but operating under their 

new role, pilots had to check in with controllers 

to receive authorization to release bombs inside 

a kill box. Although kill boxes were not a new 

control measure—they had been used extensively 

during Desert Storm—McFarland enhanced their 

effectiveness by employing the TACC as the dedicated controlling agency for the kill box airspace.

Defining Airspace

Coordination Measures

When MACG-38 received authorization to control 

its airspace, controllers used several measures to 

decentralize control of aircraft, including dictating altitude separation between fixed- and rotary-wing aircraft, using kill boxes to coordinate 

bombing runs, and publishing clear and concise 

pilot-controller protocols. These measures were 

designed to protect aircrews and ground forces 

from potential friendly fire incidents and to facilitate responsive weapons delivery on enemy targets. An otherwise oversaturated airspace could 

become dangerously unsafe and ripe for mishaps. 

In response, Colonel McFarland introduced and 

established another intermediary control point between the forward line of troops (FLOT) and the 

fire support coordination line (FSCL)—the battlefield coordination line (BCL). The BCL delineated 

airspace where Marine air controllers could manage on-call air support requests and targets of opportunity, but only by following strict protocols. 

The additional coordination line forced an extra 

layer of cautionary planning and demanded sharp 

focus to minimize the potential for friendly fire 

incidents.9

 The BCL, wedged between the FSCL 

and the FLOT, minimized breakdowns in communication and threats to friendly forces. The Marine 

Corps considered a kill box open, even if it was 

short of the FSCL. A controlling agency, however, 

such as a direct air support center or a forward air 

controller, had to confirm there were no friendly 

troops inside the kill box perimeter.10

The airspace between the FLOT and FSCL was 

off limits for close air support unless three criteria 

could be met: firm control of the airspace through 

an air controller; 100 percent positive identification 

of the target; and authorization to drop ordnance 

by the direct air support center.* By establishing 

the supplementary BCL, Marines retained an airspace that attracted Coalition aircraft in search of 

targets of opportunity in a controlled area where 

kill boxes could be opened more easily.11

As air operations intensified, the Marines 

earned a positive reputation for effectively directing aircraft to intended targets. One of the biggest compliments MACG-38 controllers received 

was neither spoken nor written, but rather repeatedly demonstrated when Air Force and Navy 

aircraft checked in with their respective service 

controllers, then requested to go to the Marine 

zone because the Marines were dropping bombs. 

As General Amos confirmed, “On any given day, 

around the clock, 24-hours a day, we were dropping ordnance. . . . The Marines were plugged 

into the Air Force and we plugged into them. 

General Moseley never asked for anything that 

I could not give him and I never asked him for 

anything he could not give the Marines.”12

Leapfrogging with Marine Wing

Support Group 37 

Colonel Michael C. Anderson, MWSG-37’s commanding officer, developed an aggressive approach 

for stretching air operations to accommodate the 

rapid advance to Baghdad. His group managed 

five Marine wing support squadrons (MWSSs), 

each assigned with a full range of aviation support 

functions, including airfield operational services, 

ordnance disposal, rescue, safety, refueling, tactical communications, weather forecasting, ground 

transportation, engineering, billeting, messing, 

medical services, and security. 

Operating jointly with MACG-38 Marines, 

*Detailed airspace management protocols allowed Marine pilots to 

release ordnance for close air support missions, whereas Air Force 

pilots typically conducted more strategic missions and were not as 

likely to fly under such conditions. A typical BCL extended 18.6 miles 

out from the FLOT—roughly the range of 105mm artillery. Air strikes 

short of this line were typically type 1, 2, or 3 close air support, calling for varying degrees of control.
56 23 Days to Baghdad

Photo by LCpl Eric A. Archer. Defense Imagery 030422-M-DB300-002 

Cpl Jeremy R. Jones (right) and LCpl John L. Dindlebeck, both assigned to the expeditionary airfield division of 

MWSS-272, disassemble aircraft runway matting in Kuwait that was no longer needed.

Photo by Sgt Giles M. Isham. Defense Imagery 030325-M-3368I-007 

During Operation Iraqi Freedom, several Marine AH-1W Super Cobras land on a road near the Jalibah airstrip for 

fuel and munitions. The supplies were provided from a forward arming and refueling point operated by MWSS-373.
Controlling and Supporting Aircraft 57

MWSG-37 provided mobile aviation ground support and transported high-priority equipment, supplies, and personnel to various sites throughout 

Iraq.13 As a critical component of the air strategy, 

General Amos depended on the support group 

to establish an aviation ground support plan to 

extend supply lines from stock points to remote 

air bases to provide adequate replenishment of 

fuel, ammunition, and repair parts for minor aircraft maintenance. Perhaps simple on paper, plan 

implementation required the intelligence and hard 

work of MWSG-37 Marines to establish the network of FOBs and FARPs, while constantly on the 

move supporting 3d MAW’s mobility as a maneuver element. 

While FOBs provided a more robust infrastructure for relatively long-term sustained air operations, FARPs were smaller and served as mobile 

Code Name Location Type

Ali al-Salem Kuwait Air base

al-Jaber Kuwait Air base

Sheikh Isa Bahrain Air base

MCAS Joe Foss Kuwait FOB/EAF

Turner Field Kuwait FARP

Astrodome Kuwait FARP

Busch Stadium Safwan FARP

Arlington ar-Rumaylah FARP

Riverfront Jalibah FOB/TLZ

Camden Yards an-Nasiriyah FARP

Fenway Qalat Sikar FARP/TLZ

PacBell Highway 1 FARP

Wrigley Highway 1 FARP/TLZ

QualCom Shaykh Hantush FARP/TLZ

Three Rivers an-Numaniyah FOB/TLZ

Ebbets Field Sarabadi FARP

Yankee Salaman Pak East FOB/TLZ

T. A. Wolf North of Baghdad FARP

Highway 1 FARP

Samarah FARP

Tikrit South FARP/TLZ

al-Kut FOB/TLZ

ad-Diwaniyah FARP

Tallil FOB

al-Hillah FARP

U.S. Marine Corps Air Bases, Forward Operating Bases,

and Forward Arming and Refueling Points

MCAS = Marine Corps air station EAF = expeditionary airfield TLZ = tactical landing zone
58 23 Days to Baghdad

air bases that could be relocated quickly based on 

the pace of the ground combat element. From the 

mobile bases close to the battlefield, aircraft could 

quickly land, refuel, rearm, and take off to reengage the enemy, thus maximizing their precious 

time-on-station, especially for the short range Cobras and Harriers. The mobile sites eliminated the 

need for much longer flights to and from bases in 

Kuwait and Saudi Arabia or aircraft carriers in the 

Gulf. Akin to a desert oasis, they offered temporary physical and psychological comfort. Aircrews 

could eat, rest, and gain situational awareness 

while their aircraft were refueled and rearmed.14

Named after baseball stadiums, the network of 

FOBs and FARPs from Kuwait to Tikrit was built 

by MWSG-37. Establishing FARPs and FOBs was 

not a new concept for the Marine Corps, but the 

number of sites and the magnitude of their employment during OIF greatly enhanced 3d MAW 

mobility. Additionally, the sites mitigated numerous aviation logistics issues associated with supporting aircraft in the battlefield far from supply 

and maintenance depots. 

Without the mobility of MACG-38 and MWSG37, 3d MAW aircraft could not have supported the 

ground scheme of maneuver or searched so extensively or effectively for enemy activity ahead of 

the ground forces. The combined efforts of these 

two groups enabled the air wing to operate as an 

independent maneuver element. 
Chapter 5

Deploying Forward: Moving People,

Planes, and Parts

The Logistician’s Battle 

A few days after the New Year 2003, General 

Amos received Deployment Order 164 directing 

3d MAW’s participation in OIF. Although the official deployment order was not received until 4 

January, the planning effort had begun in earnest 

months earlier, especially for the logisticians who 

wrestled with a myriad of embarkation, transportation, and offload issues. Within a matter of weeks, 

a staggered arrival of more than 400 aircraft along 

with 15,000 air wing personnel converged at staging areas in Kuwait, totaling more than 80,000 I 

MEF Marines, sailors, and UK forces. 

Colonel Juan G. Ayala, the wing’s logistics director, described his thought process as he crafted 

an integrated logistical plan:

Months before we arrived in Kuwait, we reviewed several spreadsheets and conducted 

a series of very detailed analyses. From the 

logistics perspective, our team repeatedly 

asked two fundamental questions. First, what 

would be the breakdown of aircraft, equipment, parts inventory, and personnel requiring transportation on U.S. Navy ships or by 

military or commercial air to the Kuwaiti naval base? Second, what would be the aircraft 

disposition once in theater?1

The result of these questions was several load 

and movement plans that relied on three modes 

of transportation—U.S. Navy amphibious ships, 

commercial and military aircraft, and individual 

squadron transatlantic ferry flights. Therefore, 

continuous liaison between I MEF and 3d MAW 

air-ground team planners for requesting Navy amphibious shipping and intercontinental Air Force 

and civilian flights was critical throughout the entire planning cycle. 

TRANSPORTATION BY SEA

Ship movements from the East and West Coasts 

began in November 2002. Referred to as Amphibious Task Force–East (ATF-East) and Amphibious 

Task Force–West (ATF-West), embarkation was 

conducted at a number of military bases and ports. 

ATF-West departed Naval Base San Diego and Port 

Hueneme in California, while ATF-East deployed 

from Naval Station Norfolk and Naval Amphibious 

Base Little Creek in Virginia and from North Carolina’s Port of Morehead City. 

Many Marines assumed additional logistical 

roles that exceeded normal billet responsibilities 

to facilitate this massive deployment. For example, 

MAG-16’s commanding officer, Colonel Stuart L. 

Knoll, filled a secondary billet as commander of 

ATF-West and oversaw the movement of multiple 

squadrons and units. His responsibilities included 

two MAG-13 Harrier squadrons—Marine Attack 

Squadrons 211 (VMA-211) and 311 (VMA-311)

from Yuma, Arizona; two MAG-16 rotary-wing 

squadrons—Marine Heavy Helicopter Squadrons 

Col Juan G. Ayala served as the 3d MAW assistant 

chief of staff of logistics and oversaw one of the 

largest deployments during Operation Iraqi 

Freedom in terms of the movement of equipment, 

inventories, aircraft, and personnel.

Photo courtesy of Col Charles J. Quilter II

59
60 23 Days to Baghdad

165 (HMH-165) and 465 (HMH-465) from Miramar, 

California; and Combat Service Support Company 

111 and Regimental Combat Team 1 (RCT-1) from 

Camp Pendleton and Twentynine Palms, California.2

Colonel Knoll and his small planning staff began the arduous loading process in late December 

2002, finishing when MAG-16 departed San Diego 

on 17 January for a 44-day voyage to the northern 

Persian Gulf.3

 ATF-West included two amphibious 

assault ships (multipurpose)—the USS Boxer (LHD 

4) and USS Bonhomme Richard (LHD 6)—and 

two amphibious transport docks—the USS Cleveland (LPD 7) and USS Dubuque (LPD 8). These 

four ships transported 3d MAW aircraft, including 

24 AV-8Bs, 16 CH-53Es, 18 AH-1Ws, 9 UH-1Ns, 

and 12 CH-46s. The task force also included three 

dock landing ships—the USS Anchorage (LSD 36), 

USS Comstock (LSD 45), and USS Pearl Harbor

(LSD 52).4

The AV-8B fleet demanded an additional planning effort because availability of naval amphibious 

shipping was at a premium. Flight deck constraints 

did not allow consolidation of the Harrier community on one amphibious ship, so the aircraft were 

split between ATF–West and ATF–East ships, with 

placement on the Bonhomme Richard, USS Bataan

(LHD 5), USS Tarawa (LHA 1), and USS Nassau

(LHA 4). The separation meant that most of the 

MAG-14 Harriers from Cherry Point, North Carolina—VMA-223 and VMA-542—departed from Morehead City on the Bataan, while one squadron—

VMA-214—self-deployed on a transatlantic flight 

and flew directly to Kuwait. A remaining Harrier 

ATF-West sailed from San Diego, California. Despite weather-related delays and a mechanical issue on board the 

USS Dubuque (LPD 8), ATF-West arrived at Kuwait City on 23 February 2003. 

Illustration courtesy of 3d Marine Aircraft Wing
Deploying Forward: Moving People, Planes, and Parts 61

squadron already forward deployed—VMA-513—

continued Operation Enduring Freedom missions 

in Afghanistan.5

Meanwhile, ATF-East transported 8,000 Marines 

and sailors from 2d MEB based at Camp Lejeune, 

North Carolina, with AV-8B Harriers and helicopters from MAG-29.6

 The task force, which departed by 17 January, consisted of two amphibious 

assault ships (multipurpose), the USS Kearsarge

(LHD 3) and Bataan; an amphibious assault ship 

(general purpose), the USS Saipan (LHA 2); an 

amphibious transport dock, the USS Ponce (LPD 

15); and three dock landing ships, the USS Portland (LSD 37), USS Gunston Hall (LSD 44), and 

USS Ashland (LSD 48).7

The 15th MEU entered the Persian Gulf on 

board the Tarawa with Marine Medium Helicopter Squadron 161 (HMM-161). A sister squadron, 

HMM-263, sailed with the 24th MEU (SOC) on the 

Nassau. 

TRANSPORTATION BY MILITARY

AND COMMERCIAL AIR

Personnel, aircraft, equipment, and cargo not 

moved by the Navy arrived in Kuwait on board 

commercial and military flights. The National 

Command Authority* activated the Civil Reserve 

Air Fleet to speed the flow of forces to the region. 

The Reserve Air Fleet consists of aircraft contractually obligated by their airlines to provide transport 

services on an as-needed basis. Once called up, 

the airlines usually had between 24 and 48 hours 

to provide the aircraft, which they operated and 

maintained; however, missions were controlled 

Illustration courtesy of 3d Marine Aircraft Wing

ATF-East departed Morehead City, North Carolina, transporting primarily 2d MEB aircraft, equipment, and personnel as an integral part of 3d MAW.

*Directions for military operations come from the National Command 

Authority, a term used to collectively describe the president and the 

secretary of defense. The president, as commander in chief of the 

Armed Forces, is the ultimate authority. The Office of the Secretary 

of Defense carries out the secretary’s policies by tasking the military 

departments, the chairman of the Joint Chiefs of Staff, and the unified 

commands.
62 23 Days to Baghdad

Photo courtesy of Col Robert E. Milstead Jr.

Referred to as the “Magnificent Seven,” ATF-East sailed from the port of Morehead City, North Carolina, and passed 

through the Suez Canal, transporting helicopters and AV-8B Harriers from the 2d MEB.

Origin of the Maritime Prepositioning Force

After the Vietnam War, economic concerns over high defense costs and budgets threatened the 

Marine Corps’ ability to deploy combat-ready forces where needed, when needed, sometimes 

on short notice. Ongoing strategic and operational commitments, along with the Corps’ resolve to 

carry out its mandated expeditionary mission, resulted in analyses of various basing and deployment patterns that ultimately resulted in the Maritime Prepositioning Ship program and its integral 

Maritime Prepositioning Force (MPF). 

Introduced in late 1979, MPF provided forward-deployed resources for three Marine amphibious brigades on 15 preloaded ships organized into three squadrons. The ships were located at 

ports around the world and configured to support contingency plans for the rapid deployment and 

movement of Marines during the initial stages of an operation. Each squadron contained enough 

supplies and equipment to support a 15,000-person MAGTF for 30 days.8

 The concept gave the U.S. 

military and the Marine Corps a significant new dimension in mobility, sustainability, and global 

response capabilities. The program also facilitated brigade-size airlifts to a potential crisis area. At 

predetermined locations, units would be reunited with their ships and essential equipment and 

supplies.

In OIF, the Marine Corps relied heavily on the Navy’s amphibious assets and capabilities to coordinate the movement of aircraft, equipment, supplies, and a 30-million-pound ordnance cache. 

The 3d MAW planners used 11 MPF ships, transporting 98 percent of its assigned equipment and 

100 percent of its aviation ground support equipment in standard international ocean containers.9

Additionally, the Marine Corps contracted three ammunition ships and four Fast Sealift Ships to 

transport helicopters from several squadrons.10
Deploying Forward: Moving People, Planes, and Parts 63

by the Air Force’s Air Mobility Command. Marines 

boarded commercial jets and ultimately arrived in 

theater at staging areas for final assignment, while 

remaining squadron support personnel flew on 

military transport aircraft or on board regular commercial airliners. 

OFFLOAD AT BASE CAMPS

Colonel Ayala and his staff oversaw the reception, staging, onward movement, and integration 

phases, which constituted the initial part of the deployment. The advance party arrived in Kuwait in 

November 2002 to prepare for the massive influx 

of the air wing Marines, tactical aircraft, equipment, and parts. The 135-member team initiated 

several aggressive reconstruction projects that included improving existing facilities, repairing runways, and expanding parking aprons at al-Jaber 

and Ali al-Salem airfields in Kuwait. The equipment offload effort proved to be just as challenging as the embarkation exercise, especially when 

naval ships and military and commercial aircraft 

converged in Kuwait, causing great demand for 

ground transportation and heavy equipment assets. 

Photo by LCpl Ronoldson G. Slim.

Defense Imagery 030211-M-SG577-061 

Marines from MWSS-371 board a United Airlines Boeing 

747 commercial airliner at Marine Corps Air Station 

Yuma, Arizona, for deployment in support of Operation 

Iraqi Freedom.

Marine Capt Kevin C. Rosen (right) provides 3d MAW commanders MajGen James F. Amos (second from left) and 

BGen Terry G. Robling with a tour of the staging area for the maritime prepositioning ship offload site near Shuaiba 

Port, Kuwait.

Photo by LCpl Christopher H. Fitzgerald. Defense Imagery 030128-M-YA501-004 
64 23 Days to Baghdad

Colonel Ayala exercised a management-bywalking-around approach, supervising the logistical plan as it unfolded and making key decisions 

seemingly on an hourly basis. Most of the 3d MAW 

personnel lived at the two Kuwaiti air bases—

Ahmed al-Jaber and Ali al-Salem. Each base contained more than 400 tents and offered chow halls, 

restrooms, and shower facilities. At one point during the construction of the tent cities, Ayala expressed his frustration when he was unable to get 

the equipment, supplies, and personnel to complete the mission: “We needed guys to drive our 

vehicles. Instead, I was getting a lot of planners, 

and liaison officers, and colonels, and one particular day, I was very upset; I called back to my 

chief of staff and relayed a message. I pled, ‘Send 

me cots, because my people are sleeping on the 

deck. Send me corporals, but don’t send any more 

d——n colonels!’”14

On 3 January 2003, 3d MAW assistant wing 

Embarkation Metrics

J

ust as the Marine Corps relied on the Navy as its amphibious partner, the Air Force also provided 

tremendous airlift capacity for 3d MAW equipment, cargo, and personnel. During the movement 

to Kuwait, the Air Mobility Command moved more than 1,979 tons of cargo and transported 3,103 

military personnel to the CentCom area of responsibility. Cargo and passengers were flown on 

Boeing C-17 Globemaster III, Lockheed C-5 Galaxy, Lockheed C-141 Starlifter, and C-130 Hercules 

transports. The C-5 was capable of carrying 36 standard pallets and up to 81 troops simultaneously.

The 3d MAW offloaded more than 7,216 tons of cargo from the MPF and Fast Sealift Ships, which 

equated to approximately 87,700 inventory line items and 1,409 containers.11 Additionally, the wing 

offloaded three ammunition ships that carried 29.1 million pounds of aviation ordnance, which was 

one of the largest stockpiles ever recorded.12

After naval ships anchored in the port of Kuwait, 3d MAW offloaded two MPF squadrons—11 

transports and 4 Fast Sealift Ships—that ferried aircraft from several helicopter squadrons. The 

offload effort demanded a continuous 24-hour shift for 45 consecutive days without an injury to 

any Marine or sailor.13

Photo courtesy of Maj Jeffrey P. Davis

This view of the tent city at Ahmed al-Jaber Air Base provides a glimpse of the living conditions for 3d MAW Marines 

in Kuwait.
Deploying Forward: Moving People, Planes, and Parts 65

commander, General Robling, joined the advance 

team and monitored the upcoming staggered 

touchdown of more than 400 Marine aircraft and 

the offload of the largest debarkation effort, in 

terms of aircraft and personnel, since Operation 

Desert Shield.15 After the offload was completed 

in mid-February, Robling recalled, “The planners 

allotted a 60- to 90-day flow for the time-phased 

force movement of cargo and personnel. However, 3d MAW logisticians exceeded our expectations. They received and unloaded our ships in 

about 45 days. It was unprecedented.”16

Fighter/Attack and Transport Aircraft 

When MAG-11’s commanding officer, Colonel 

Randolph D. Alles, arrived at Ahmed al-Jaber Air 

Base on 21 January, his advance party had only 

a few days’ wait until the main body arrived, an 

assortment of aircraft that collectively could fulfill five of six Marine aviation functions—offensive air, antiair warfare, assault support, aerial reconnaissance, and electronic warfare. His group 

ultimately totaled 60 F/A-18s from five Marine 

fighter/attack squadrons and 24 KC-130s from 

Marine Aerial Refueler Transport Squadron 352 

(VMGR-352) with augmentation from two reserve 

detachments, VMGR-234 and VMGR-452. Forming a Hercules air group, the multimission KC-130 

conducted a variety of missions, including tactical 

aerial refueling, assault air transport, and a rotation to support a direct air support center (airborne).17 Additionally, two squadrons of EA-6Bs 

were based at Prince Sultan Air Base in Saudi Arabia, where, as a national asset, they received joint 

antiair warfare tasking. Marine Aviation Logistics 

Squadron 11 (MALS-11), commanded by Lieutenant Colonel Shaugnessy A. Reynolds, along with 

detachments from 2d MAW—MALS-14 and MALSMap courtesy of 3d Marine Aircraft Wing 

Aircraft disposition when Operation Iraqi Freedom began and before the 3d MAW established forward operating 

bases deep inside Iraq. 
66 23 Days to Baghdad

Twelve years after Operation Desert Storm 

validated the “Harrier carrier” concept from 

the USS Nassau in the Persian Gulf, 3d MAW 

reintroduced and refined it for OIF. Although 

the initial idea of AV-8B Harrier air operations 

and maintenance activities on board Navy amphibious ships stirred debate among Navy and 

Marine Corps commands, its execution during 

Desert Storm proved successful, with the Nassau averaging more than 60 Harrier sorties per 

day. 

Regardless of this success, lingering issues 

from the 1991 operation required planners to 

resolve problems and overcome challenges regarding airspace constraints, increased physical separation between amphibious ships, 

aircraft consolidation to a single carrier platform, and ordnance resupply accessibility. As 

part of the enhancement initiative, the Navy’s 

joint intelligence center expanded its focus to 

include expeditionary strike operations as part 

of its normal collection effort and offered more 

detailed weather forecasting reports that could 

affect launch and recovery decisions. 

Improved weather briefings were invaluable 

during combat operations. As demonstrated 

over five days, the Marines cancelled 103 sorties because of adverse real-time data provided 

by forecasters. This information was critical data 

that contributed to zero weather-related aircraft 

mishaps or diversions during the deployment.18

When the USS Bataan launched its first series of AV-8Bs to support OIF on 20 March, 

Photo courtesy of Col Charles J Quilter II

Maintenance and flight line crews oversee Marine AV-8B Harriers on board the USS Bonhomme Richard (LHD 6). 

Photo courtesy of Col Charles J Quilter II

Capt Jennifer M. Dolan flew one of the first AV-8B 

Harrier missions in support of Operation Iraqi Freedom from the USS Bataan (LHD 5). 

Revisiting the “Harrier Carrier” Concept 

Captain Jennifer M. Dolan was a wingman during one of those early flights. She recalled the 

conditions that evening: “I was flying with the 

operations officer and the weather was really 

crappy. In fact, we sat on the deck ready to go 

for about an hour and the ship almost did not 

let us launch. We needed a mile-and-a-quarter 

to a mile-and-a-half [of visibility] to be legal to 

takeoff from the boat, which is still pretty poor 

considering that you would return and land on 

it. We eventually launched with two miles visibility.”19 One day later, a MAG-13 aircraft delivered the group’s first weapon on target.20
Deploying Forward: Moving People, Planes, and Parts 67

31—joined the group roster, providing essential 

logistical and maintenance support activities for 

all 3d MAW fixed-wing aircraft. Colonel Alles’s 

composite fleet was spread out across three bases 

in Kuwait, Saudi Arabia, and Bahrain with aircraft 

immediately flying round-the-clock missions to 

support Operation Southern Watch. This was only 

the second time since the Vietnam War that MAG11 deployed forward as a full group.21

Sea-Based Operations

The MAG-13 commanding officer, Colonel Mark R. 

Savarese, faced a shortage of available land-based 

air facilities in Kuwait when planning to deploy 

64 AV-8B Harriers, so 3d MAW partnered with the 

Navy and revitalized the “Harrier carrier” concept 

from the Gulf War. Colonel Savarese merged three 

West Coast Harrier squadrons based at Yuma—

VMA-211, VMA-214, and VMA-311—with two East 

Coast squadrons—VMA-223 and VMA-542—from 

2d MAW. When all squadrons arrived in theater, 

the air group totaled 64 Harriers with MALS-13 providing logistical and maintenance readiness.22 Just 

like MAG-11, MAG-13 aircrews immediately began 

flight operations supporting Operation Southern 

Watch, which allowed aircrews time to familiarize themselves with the new area of responsibility 

while gaining expertise using new targeting and 

navigational pods. 

Helicopters

To better support the ground scheme of maneuver, 

3d MAW staged most of its utility, transport, and attack helicopters at FOBs near division operations. 

By moving with RCT-1, RCT-5, and RCT-7, helicopter aircrews frequently met with ground units, 

conducting face-to-face liaisons before executing 

missions during the march to Baghdad. Not surprisingly, the arrangement improved mission responsiveness support and situational awareness, as well 

as air-ground team camaraderie—further reinforcing General Amos’s value on building relationships.

MAG-16’s commanding officer, Colonel Knoll, 

initially launched CH-46s and CH-53s from two locations: from al-Jaber Air Base in Kuwait and from 

the flight deck of the Boxer. When MWSG-37 and 

MACG-38 established an FOB in Jalibah, Iraq, MAG16 consolidated most of its operations there yet retained one squadron at Ali al-Salem in Kuwait.23

MAG-29’s commanding officer, Colonel Robert 

E. Milstead Jr., traveled on board ATF–East with the 

Corps’ only composite helicopter group, including 

CH-46 Sea Knights, CH-53 Sea Stallions, AH-1W 

Cobras, and UH-1N Twin Hueys from New River, 

North Carolina, and one squadron on board a Fast 

Sealift Ship, the USNS Regulus (T-AKR-292). Originally assigned as the aviation combat element for 

the 2d MEB, 3d MAW assumed operational control 

of MAG-29 aviation assets during combat operations.24 By the first week of April, MAG-29 moved 

most of its helicopters ashore at Jalibah. 

The commanding officer of MAG-39, Colonel 

Richard W. Spencer, managed AH-1Ws, UH-1Ns, 

and CH-46s at Ali al-Salem Air Base. Although the 

group’s focus was on supporting Marines on the 

ground, it also oversaw and transported embedded media representatives throughout the I MEF 

area of operations.25

Hercules Aircraft Group

By February 2003, General Amos realized 3d MAW 

needed to stage a detachment of KC-130 Hercules transport tankers closer to 1st MarDiv operations. Although Sheikh Isa Air Base in Bahrain was 

home for the fleet of 24 KC-130s that formed the 

Hercules Aircraft Group, the general directed the 

construction of an expeditionary airfield near the 

Iraqi border in northern Kuwait. It would provide 

improved on-call response time for assault support, cargo, or refueling missions by operating 

closer to the division’s regimental combat teams. 

The austere field on the northern edge of Kuwait, FOB Joe Foss, offered an ideal location for a 

KC-130 detachment and as an additional forward 

site for helicopters and Harriers. Built by Marine 

Corps combat engineers and MWSG-37, their joint 

efforts took about three weeks to complete. During the project, additional logistical requirements 

were identified for airfield AM-2 matting, lighting, 

and runway repair parts.

Rear Air Operations 

Despite personal desires, not every Marine who 

wanted to deploy to the Persian Gulf region could 

do so because air operations at Miramar, Cherry 

Point, Yuma, New River, and Beaufort did not 

cease. Although activities slowed initially, those 

Marines who sustained air operations stateside 

soon discovered a sense of urgency in supporting forward operations. At Miramar, initial plans to 
68 23 Days to Baghdad

Located at Camp Coyote in northern Kuwait, 

3d MAW named its FOB in honor of World 

War II Marine ace, Major Joseph J. Foss, who 

had recently passed away. Born on 17 April 

1915 near Sioux Falls, South Dakota, Joe Foss 

received his naval aviator wings and a Marine 

Corps officer commission on 31 March 1940. 

One day later, he was called to active duty and 

then went on to pilot training in Pensacola, 

Florida. During his combat tour in the Pacific, 

Foss shot down 26 Japanese airplanes and was 

a Medal of Honor recipient. He left the Corps as 

a major and was appointed a lieutenant colonel 

in the South Dakota Air National Guard, which 

he founded and led. He later advanced to the 

rank of brigadier general in the Air Guard and 

became a two-term South Dakota governor.

The idea to build the airfield originated in 

February when General Amos and General 

Usher, commanding general of 1st FSSG, toured 

an ammunition storage site located near newly 

constructed medical facilities a few miles north 

of Camp Commando in Kuwait. Usher noted its 

proximity to the medical facility and suggested 

that 3d MAW build a runway to accommodate 

ammunition logistical resupplies and medical 

evacuations, eliminating the 35-minute drive to 

Ali al-Salem Air Base. Amos agreed and asked 

the operations officer, Colonel Miclot, about the 

feasibility of this proposal. After a few phone 

calls and discussions about prevailing winds, 

runway length, and nearby power lines, Miclot 

replied, “Sir, how big you want it?”26

Honoring a Legend

Teaming with Colonel Anderson’s MWSG-37, 

3d MAW began making plans for a dirt runway 

5,000 feet long and 200 feet wide with parking 

aprons. Miclot made a few more phone calls back 

to al-Jaber, which led to a discussion about a potentiometer—an instrument to measure ground 

density. Because one was not readily available, 

the team used Marine Corps ingenuity and asked 

General Amos to dig the heel of his boot into the 

sand. As reported, the indentation of his boot 

heel was less than an inch, which seemed to answer the density question. So the digging began. 

MWSS-272 began building the expeditionary airfield on 9 February 2003, including a 

320,000-gallon tactical airfield fuel dispensing 

system, a 300-man base camp with billeting and 

concrete force protection bunkers, heads, operations and maintenance tents to support the 

population of the camp, a FARP, three tactical 

helicopter landing pads using AM-2 matting, 

two 6,000-foot runways, and five ramps for KC130s. The runways were constructed of dirt and 

a compaction material of water and lime called 

“getch.”

A taxiway between the two runways answered 

parking space concerns, and the dual runways allowed one to be operational while the other was 

graded for use the next day. FOB Joe Foss—the 

largest expeditionary airfield constructed since 

World War II—opened quietly without fanfare 

on 6 March when the first KC-130 landed,27 but, 

as with its namesake, the airfield was a major 

contributor to Marine Corps air operations.28

Marine Corps KC-130s flew many missions from the 

dual runways at FOB Joe Foss in Kuwait, transporting personnel, equipment, and cargo to support Operation Iraqi Freedom.

Photo by LCpl Jonathan T. Spencer.

Defense Imagery 030401-M-2900S-008 

Photo courtesy of Col Charles J. Quilter II

Although remote and at times swallowed by dust 

storms, FOB Joe Foss was also used heavily by helicopter aircrews, transporting ammunition, Marines, 

and medical evacuees to a nearby medical facility 

during the march to Baghdad.
Deploying Forward: Moving People, Planes, and Parts 69

reduce air station operations changed to 24-hour 

support for two unplanned projects—one for a local hospital and the other for the North American 

Aerospace Defense Command.* Many reservists 

backfilled active duty billets and undertook important roles supporting OEF and OIF. 

At stateside air bases, Marines sustained air operations by keeping runways open, providing base 

security, expediting requests from deployed units, 

and training aircrews. In Southern California, 3d 

MAW fixed- and rotary-wing training squadrons 

continued courses for pilots and aircrews at Miramar with Marine Fighter Attack Training Squadron 

101, Camp Pendleton’s Marine Medium Helicopter Training Squadron 164, and Marine Helicopter 

Training Squadron 303. At Naval Air Station Pensacola, Florida, flight instructors maintained training 

syllabuses and graduated naval aviators to extend 

the pilot pipeline for future unit rotations in the 

Middle East or wherever needed. Tactical weapons 

training at the Marine Aviation Weapons and Tactics Squadron 1 (MAWTS-1) in Yuma temporarily 

shut down its exercises because most instructors 

joined the 3d MAW staff, offering an exceptional 

skillset and wealth of knowledge on the battlefield 

in either planning and support roles or forward as 

liaison officers. Meanwhile, aviation logistics and 

maintenance specialists at Headquarters Marine 

Corps hounded procurement managers about the 

status of critical aircraft components and inventory 

shortages while monitoring Navy aviation supply 

channels and tracking shipments to Kuwait, Bahrain, and Saudi Arabia.

Colonel Robert W. Hillery, I MEF chief of staff 

(rear) at Camp Pendleton, focused on personnel 

and equipment deficiencies in preparation for 

the massive January deployment and throughout 

sustained combat operations. During the war, he 

oversaw approximately 10,000 I MEF Marines located at Camp Pendleton, Miramar, and Twentynine Palms and in Yuma. This included dealing 

with casualty notification, chaplain support, and a 

key volunteer network. As an F/A-18 Hornet pilot 

during the Gulf War, Colonel Hillery found it difficult to remain behind and watch fellow Marines; 

longtime aviator friends; and even family members, such as his son-in-law Major James B. Hanlon, a Huey pilot with the 15th MEU, prepare for 

war and deploy forward. The colonel also awaited 

his son’s graduation from The Basic School officer 

training at Quantico, Virginia, fully realizing that 

if hostilities continued beyond Pentagon projections, many newly graduated lieutenants would 

join the deployment cycle.* 

In the final days before I MEF departed, Hillery 

recalled the Marines’ tremendously high morale 

and positive sentiment:

Quite honestly, it seemed a little undersized 

for what we were planning. Regardless, there 

was no doubt in my mind that anybody leaving the United States was going in[to] harm’s 

way and I felt reassured knowing first-hand 

the level and intensity of pilot training and 

fully believing our Marines were well prepared. As a Marine and parent, I was emotional and, for the first time ever, I understood 

how difficult it was on families, given the uncertainty and waiting. I definitely would have 

preferred deploying forward. It was hard, really hard.29

*The North American Aerospace Defense Command (often referred to as NORAD) is a binational U.S. and Canadian organization 

charged with the missions of aerospace warning and control for 

North America.

*His son, 2dLt Robert J. Hillery, graduated from The Basic School in 

March 2004 and deployed to Iraq five months later with Truck Company Battalion, 1st MarDiv.

Photo courtesy of Col Robert W. Hillery

Maj James B. Hanlon and his young son, James Connor, 

stroll down the pier together just before the USS Tarawa

(LHA 1) departed for the Middle East. Marines from the 

15th MEU bid farewell to their families in January 2003, 

unsure of when they might return home.

Part II

READINESS AND SHAPING

THE BATTLESPACE

Chapter 6

Briefing the Air Campaign

Rehearsal Drills 

In the months preceding hostilities with Saddam 

Hussein’s regime, General Amos discussed the 3d 

MAW air campaign with the air-ground team, joint 

agencies, and Coalition partners during numerous 

command briefings. But one of the general’s most 

effective means of communication was through 

his cadre of trusted liaison officers, who endorsed 

the commander’s intent by their forward presence 

among joint staffs, planning cells, and regimental 

combat teams. These Marines reinforced the aviation strategy on a daily basis, influencing decision 

making and executing the air wing’s campaign as 

Generals Amos and his deputy, General Robling, 

had intended.

As the wing began its phased departure from 

continental U.S. ports and airports to the Middle 

East, planning efforts shifted to conducting a series of well-orchestrated “rehearsal-of-concept” 

drills. On 6 January 2003, 3d MAW conducted the 

first such exercise at its operations center at Marine Corps Air Station Miramar with senior commanders from I MEF, 1st MarDiv, and 3d MAW 

in attendance. It coincided with the start of the 

wing’s phased deployment to Kuwait by ship and 

Gen Amos’s 3d MAW commanders and liaison officers attend a rehearsal-of-concept drill that integrated a visual 

display of units and simulated movements in preparation for pending hostilities in Iraq.

Photo courtesy of Col Michael D. Visconage

73
74 23 Days to Baghdad

air. Several of the commanders in attendance had 

recently returned from Kuwait, only to go back a 

few days later. The drill outlined the Marine aviation strategy, specifically describing how the aviation combat element would support the ground 

combat element and also maneuver in advance to 

attack deep targets ahead of ground forces.1

On 7 February, 1st MarDiv hosted a major rehearsal drill in the sand at its Camp Matilda, Kuwait, 

headquarters for the I MEF commander—General 

Conway—and his staff. The practice replicated the 

first 96 hours of OPLAN 1003V. General Mattis had 

directed the Marines to visually display key terrain features, participating units, and the scheme 

of maneuver. They produced a vast model of the 

obstacles in northern Kuwait, including its oil 

fields, rivers, ports, and roads on the Iraqi side of 

the border. Framed on one side by four seven-ton 

trucks forming a makeshift grandstand overlooking an area the size of a football field, the exercise 

lasted 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.2

 The next day, I MEF participated 

in another round of a Coalition forces land component commander–sponsored exercise, Lucky 

Warrior 03-2, intended as the final test of command and control between the Army and Marine 

Corps. The five-day exercise was a dress rehearsal 

for war. It encompassed final OPLAN 1003V revisions that centered on a two-prong attack from 

Kuwait to Baghdad, rather than a single avenue 

of approach. Additional rehearsal drills were conducted throughout February and March.3

On 27 February, Lieutenant Colonel Michael 

S. Groen, a 1st MarDiv intelligence officer, spearheaded an event in which I MEF commanders held 

a second “jersey drill” to visually display a terrain 

model of the air-ground team’s scheme of maneuver during the opening gambit. This rally was held 

east of Life Support Area Matilda with Generals 

Conway, Amos, and Mattis; Major General Keith 

J. Stalder; British Major General Robin V. Brims; 

Brigadier General Richard Natonski; Brigadier 

General Edward Usher; and Navy Rear Admiral 

Charles R. Kubic in attendance.4

 The 1st MarDiv 

engineers constructed a desert plain with bulldozers, including a multitiered amphitheater approximately 100-meters long with an angled surface 

for better viewing from the rear. Marines and soldiers dressed in colored sports jerseys physically 

walked through the actions that their units would 

take after crossing the line of departure. 

After the rehearsal drills, General Amos made 

squadron visits to speak with Marines prior to 

hostilities. On 4 March, he visited the Bataan

and emphasized that the war would soon start. In 

Photo courtesy of 1st Marine Division

The I MEF drill on 27 February visually displayed the aviation ground scheme of maneuver and the sequence of 

events for the initial days of the war, later referred to as the Opening Gambit.
Briefing the Air Campaign 75

generated significant slowdowns on network response times. To improve this, wing communications installed a global broadcasting system that 

allowed staff to download sizeable, secure files 

by way of satellite, to communicate via Iridium 

satellite phones, and to trace ground and aviation 

forces through blue force tracker systems. Additionally, commands used video teleconferencing, 

a common civilian corporate communications 

tool. Although a rather sophisticated option in 

the battlefield, it introduced a new way of doing business for the Marine Corps, particularly for 

commanders and planning cells that were often 

several hundred miles apart.8

Digital and satellite communications offered a 

more expeditious means of exchanging information than in previous conflicts, but the advantages became a juggling act for those Marines who 

had to balance communications with system security risks. Colonel George J. Allen, I MEF communications director, addressed those concerns 

and instituted strict communication and security 

guidelines. By prioritizing and limiting unnecessary user access, key staff had full bandwidth 

capabilities to send and receive critical messages 

and data. A planning team oversaw and filtered all 

communications in the expeditionary force area of 

operations in what was referred to as the “River 

City Plan.” It categorized users as Alpha, Bravo, or 

Charlie and facilitated information flows at al-Jaber 

Air Base and later at FOB Jalibah. By March, the 

effort shifted and the focus was to install, operate, 

and maintain a robust, reliable network inside the 

tactical air command center, where Generals Amos 

and Robling would supervise the air campaign 

when not deployed forward. 

As hostilities loomed within 48 hours, General 

Amos directed the wing staff to secure nonessential communications. 

We stopped unclassified e-mail and conveyed [that] there would be no more e-mail 

or network access. I believe Brigadier General Robling, the chief of staff, the chaplain, 

and myself were the only ones who even 

had secure network capability. I spoke to my 

wife briefly and told her to brace herself and 

prepare the other spouses through the key 

volunteer network for a period of silence. 

We turned off communications capability because we knew when it was going to happen 

speaking, he reiterated several important themes: 

the need to watch out for one another, the just 

cause of the Coalition’s impending actions, the 

need to limit collateral damage, and the belief 

that many Iraqi soldiers would rather surrender 

than fight.5

 The next day, he went on board the 

Bonhomme Richard and met with VMA-311 to 

brief pilots on the order of battle. Over two days, 

he flew to all six large-deck amphibious ships to 

ensure the commanders and their Marines fully understood the scheme of maneuver. A few 

days later, the 3d MAW judge advocate general 

followed-up with a formal slide show briefing 

and scenario training on the rules of engagement. 

Face-to-face sessions afforded aircrews a chance 

to get specific questions answered on target engagement and laser usage, among other points.6

Contributing to the precampaign briefing 

schedule, Colonel McFarland, the commanding 

officer of MACG-38, hosted a group commanders’ 

conference at al-Jaber Air Base on 12 March, just 

eight days before combat operations began. All 

of the commanding officers, executive officers, 

operations officers, and sergeants major attended 

this final opportunity to review the concept of 

employment and to address unresolved aviation 

issues in the group forum. The conference featured opening comments by General Amos, who 

expressed his concerns and thoughts regarding 

potential friction within the Marine air command 

and control system. Feedback reported from 

squadron commanders indicated that the sessions 

were informative and thought-provoking, resulting in a positive prelaunch feeling of confidence 

about the upcoming operation.7

Incorporating Advanced

Communications 

There is little question that planners and commanders benefited from technological advancements in digital and satellite communications, yet 

enhanced capabilities generated installation and 

security issues for 3d MAW’s assistant chief of staff 

for communications, Lieutenant Colonel David P. 

Olszowy. The colonel’s staff erected transportable AN/TRC-170 microwave radio terminals that 

provided both secure and nonsecure connectivity between major nodes of the communications 

network. The limited bandwidth coupled with a 

high number of users requesting system access 
76 23 Days to Baghdad

and, of course, the younger Marines were 

speculating.10

Eyes in the Sky

Aerial reconnaissance missions over Iraqi airspace 

were common during Operation Southern Watch, 

and they intensifi ed during the days leading up to 

OIF with aircrews searching for activity, particularly near oil pipelines and the northern Kuwaiti 

border. The steady collection of aerial imagery became an integral part of the air-ground strategy as 

commanders relied on the data to make tactical 

decisions. Unmanned aircraft, along with F/A-18 

and AV-8B crews, gathered digital images of enemy movement and terrain features; the raw data 

was forwarded to intelligence analysts who, in 

turn, used their fi ndings for time-sensitive squadron mission briefi ngs. Collectively, the aircrews 

and unit intelligence sections worked closely with 

shared mission objectives, analyzing the data to 

minimize risks of troops-in-contact situations. 

Fielding New Communications Technologies

The I MEF staff and its major subordinate commands fi elded several new communications technologies that signifi cantly revamped the way the commanders exchanged information on the 

battlefi eld. One of the most lauded advancements was a piece of security equipment—the AN/

TSC-154 Secure Mobile Antijam Reliable Tactical-Terminal mounted on High-Mobility Multipurpose Wheeled Vehicles (HMMWVs, usually referred to as “Humvees”)—that allowed secure phone 

connectivity with the division commander within 10–15 minutes. Equally impressive was the AN/

TSQ-222A tactical data network gateway and the AN/TSG-227 digital technical control facility with 

its inherent multiplexing capability, thus enabling I MEF to establish a complex and extensive communication architecture, unlike earlier Marine Corps combat deployments. 

From the start of air combat operations on 19 March 2003 to the end of major combat operations 

on 1 May, I MEF user activity levels totaled 2.5 million tactical telephone calls, more than 240 video 

and audio teleconferences, more than 700 sensitive video teleconferences, and countless secure 

and unsecure e-mail transmissions. Most important, the command staff held daily teleconferences 

with deployed and rear area support staffs in the United States.9

In spite of the austere surroundings, MajGen James F. Amos holds a videoconference with his wing staff as they 

plan for future missions. 

Photo courtesy of Col Charles J. Quilter II
Briefing the Air Campaign 77

Although reconnaissance aircraft were not new 

airframes, upgraded equipment configurations 

with sophisticated system hardware and software 

weapon systems—along with a core of welltrained and experienced Navy and Marine Corps 

pilots and crews—enhanced 3d MAW’s tactical capabilities. The Marines relied on four aircraft types 

to fly aerial reconnaissance missions: the AV-8B 

Harrier, the F/A-18D Hornet, the RQ-2B Pioneer 

UAV, and the Navy P-3C Orion. When authorized 

by Coalition forces air component commander 

General Moseley, the EA-6B Prowler was the fifth 

aircraft for such missions. However, Prowlers received more scrutiny at joint commands because 

of the limited fleet in service and the aircraft’s status as a national asset.* Unfortunately, the joint 

approval process was not as responsive to the 

ground commander’s immediate needs and air 

support requests, and it could take hours until a 

Prowler arrived on station.11

Despite harsh desert conditions, the Harrier fleet 

flew primarily armed reconnaissance and close 

air support missions. Recently upgraded with the 

Litening II targeting pod, the Harrier’s overall aerial intelligence was enhanced by capturing video 

imagery during missions that painted a more comprehensive picture of current enemy disposition 

and future target recommendations. During combat 

actions, the pod was linked with precision-guided 

munitions, including 500- and 1,000-pound laserguided bombs as well as laser-guided AGM-65C/E 

Maverick missiles. Harriers achieved a 65-percent 

effective rate, with no bomb landing farther than 

200 feet from its objective (defined as a 13-foot 

circle centered on the target).12

The F/A-18 Hornet community repeatedly stress 

tested the aircraft’s advanced tactical air reconnaissance system (ATARS), which was a real-time imaging system for image acquisition, data storage, 

and data link. With integrated infrared and light 

sensors linked to digital recorders and a radar interface that recorded imagery, this sophisticated 

system was internally mounted in place of the 

nose gun and included an external centerline datalink pod. Similar to the collection capabilities of 

the long-retired RF-4B Phantom II, the Hornet’s enhanced reconnaissance capability delivered aerial 

snapshots of enemy activity and troop movements, 

thus becoming a highly requested Marine air asset. 

To accommodate the demand, Hornet squadrons 

formed ATARS mission planning cells and assigned 

staff noncommissioned officers to fill wartime billets. For example, Staff Sergeant Andrew T. Millet 

was one such staff noncommissioned officer for 

Marine Fighter Attack Squadron All-Weather 533 

(VMFA[AW]-533) who managed the daily influx of 

data.13 The squadron created positions specifically 

to manage a high volume of reconnaissance requests from the joint force air component commander, the I MEF command element, the 1st 

MarDiv, the Royal Marine 3 Commando Brigade, 

and the U.S. Air Force 110th Fighter Wing. 

The Marine Corps deployed its only two UAV 

squadrons—VMU-1 from Twentynine Palms, 

California, and VMU-2 from Cherry Point, North 

Carolina—and operated them under the 3d MAW 

umbrella. Both units arrived in mid-February and 

initially set up launch equipment at Tactical Assembly Area Coyote in Kuwait, which was nothing 

more than a stark dirt runway. By 26 February, 

both units had completed their required integration flights and began flying daily reconnaissance 

missions in support of Operation Southern Watch. 

Leading up to OIF, VMU-1 flew 128 sorties over 

498 hours from Camp Coyote.14 Dependence on 

the units’ RQ-2B Pioneer aircraft increased steadi-

*Although the Air Force’s Coalition forces air component commander 

managed and assigned Prowlers, they could be requested for specific 

missions on the air tasking order.

Photo by LCpl Richard W. Court 

An unmanned aerial vehicle from VMU-2 is ready for 

launch from a pneumatic launcher in Kuwait. Although 

these unmanned aircraft relied on decade-old technology, the Marine Corps integrated its imagery collection 

for direct support of ground commanders during combat operations.
78 23 Days to Baghdad

ly as both squadrons helped shape the battlespace 

with prestrike intelligence for ground commanders. 

The U.S. Navy Lockheed P-3 Orion patrol aircraft was a welcome addition to the air-ground 

team, enhancing Marine Corps surveillance support options by delivering terrain imagery for 

commanders to view a continuous snapshot of the 

battlefield. Configured with an antisurface warfare 

improvement program system upgrade, P-3s carried sensors that provided another source of battlespace situational awareness. The platform was 

used extensively during Task Force 58 operations 

in Afghanistan. Staff members who transitioned 

from General Mattis’s task force team in OEF to 

OIF leveraged lessons learned from that rugged 

theater of operations. By flying with the Orions 

during their assigned naval missions, 1st MarDiv 

“riders” actively participated in aerial observation 

and identified targets of interest inside Iraq. Often, several division riders were waiting to claim 

an extra seat on board. Initially, Combined Task 

Force 57 arranged for division-rider pickup points 

at al-Jaber and Ali al-Salem in Kuwait. But the 

joint rider program was so successful that the task 

force forward based a large Orion detachment at 

Ali al-Salem. By operating closer to the Marines, 

the P-3 squadron provided extended loiter time 

and surveillance coverage day and night.15 After 

the al-Faw Peninsula was secured, P-3s provided 

direct support to I MEF for the duration of combat 

operations.16

Intelligence Gathering and Reporting

Despite a demanding deployment schedule, the 

3d MAW assistant chief of staff for intelligence, 

Colonel Eric M. Walters, assigned intelligence personnel to support multiple operations, including 

Operation Southern Watch, the Combined Joint 

Task Force Consequence Management, Combined 

Joint Task Force 180 in Afghanistan, and OIF. His 

staff also provided augmentation directly to Marine aircraft groups and squadrons and a contingent of intelligence Marines with General Amos’s 

advance party to Ahmed al-Jaber Air Base to assist in setting up the newly constructed tactical air 

command center. 

Intelligence personnel in the tactical air command center analyzed visual aerial reconnaissance 

data obtained by tactical aircraft and from strategic collection platforms. The section developed 

hard copy and electronic target folders for the air 

tasking order as well as proposed targets. Every 

12 hours, new secondary target lists—about 30 

throughout combat operations—were produced 

that indicated mobile and fixed objectives for close 

air support missions.17 The analysis and plans sections prepared for an upcoming surge of situational awareness assessments and the need to publish 

data in a number of formats, including intelligence 

reports; summaries (every 12 hours); daily commanding general briefings via e-mail and on the Internet (every 24 hours); bomb damage assessment 

spreadsheets and graphics; situation map postings; 

enemy disposition and air defense graphics; electronic order of battle and air defense graphics; surface-to-surface missile strike logs; mission reports; 

in-flight reports; and specific tailored support, such 

as staff target folders and related material. Slated 

to track the visual aerial reconnaissance program, 

the collections section anticipated heavy demand 

for information requests and the need for rapid 

retrieval and dissemination of imagery for the tactical air command center battle staff and the future 

operations section that used the information to 

project a 48- to 72-hour outlook.18

Combined Task Force 57 under Cdr Robert Lally, USN, 

and the 1st MarDiv “rider” team coordinated by Col 

James W. Lukeman effectively employed Navy P-3 Orions such as this one as an observation, surveillance, 

and collection platform before and during combat operations. News of numerous P-3 mission successes spread 

quickly, resulting in an increased demand for the aircraft by Coalition and joint units.

Photo courtesy of 1st Marine Division
Briefing the Air Campaign 79

Public Affairs and Embedded Media

Unlike earlier military conflicts, the Department of 

Defense welcomed and supported a formal embedded civilian media program during OIF. This 

allowed reporters inside military operations to depict their efforts on a daily basis during the deployment. Major Jeffrey J. Nyhart, I MEF public 

affairs officer, implemented a program that verified journalist identification, approved credentials 

for theater access, and embedded them with units 

best tailored for such variables as their medium, 

the location and size of audience, expected security level of unit operations, and potential maximum 

exposure of the Marine Corps story. By June 2003, 

more than 340 media members were embedded 

throughout the I MEF area of operations.19

The Marine Corps Air Station Miramar consolidated public affairs office deployed 11 Marines 

who were assigned among the seven wing groups 

and 3 who were sent directly to CentCom staff. 

Staff preparations included mass unit briefings for 

those receiving embedded media representatives 

and detailed training for unit information officers 

because advanced satellite technology allowed 

real-time reporting. Anticipating a prominent role 

for helicopters during this air-centric campaign, a 

majority of 3d MAW’s media representatives were 

sent to MAG-39 for embedment with rotary-wing 

squadrons at Ali al-Salem Air Base. The logic was 

that media representatives would have a greater 

chance to fly in helicopters and participate with 

Marines throughout the course of the battle. Six 

reporters were also embedded with MAG-11 units 

at Ahmed al-Jaber Air Base. MAG-16 received no 

embedded journalists because of the logistics of 

shipborne operations, but it did receive media attention.20 Subsequently, the Miramar public affairs 

office produced and posted more than 40 stories 

to the official Marine Corps website as well as 

more than 100 combat-oriented photographs. Images and articles were printed in civilian publications from the high-quality digital collection. 

Transitioning from 

Operation Southern Watch

By enforcing UN-dictated no-fly zones for more 

than a decade, Coalition aircrews gained significant familiarization with the environment that became their battlefield over Iraq. On 6 March 2003, 

VMA-311 flew its first mission inside the country, 

supporting Operation Southern Watch by launching AV-8B Harriers from the Bonhomme Richard. 

Photo courtesy of Marine Light Attack Helicopter Squadron 269

Oliver L. North (left), a retired Marine Corps lieutenant colonel, traveled with air and ground Marines throughout 

Operation Iraqi Freedom, reporting as an embedded newscaster. 
80 23 Days to Baghdad

Majors Marcus B. Annibale and Peter S. Blake flew 

to the coordinates of a kill box, looking for reference points that were assigned by intelligence 

Marines. Although the aircrew dropped no bombs, 

they reported enemy defensive positions west of 

Basrah, near the Rumaylah oil fields. They collected invaluable imagery with the Harrier’s Litening 

II pod, identifying frontline Iraqi artillery positions 

and fuel storage tanks. Shortly thereafter, Major 

John H. Cane and a Royal Air Force exchange pilot collected video of personnel movement around 

an enemy fuel tank farm. 

Likewise, Colonel Alles, commanding officer of 

MAG-11, recognized the value that the precombat 

flights provided for the group’s Hornet aircrews: 

“Operation Southern Watch provided a great benefit—I can’t think of any earlier conflicts in which 

tactical aircraft operated and bombed the targets 

before the actual war began. It was pretty much 

unprecedented.”21

On 18 March, aircraft supporting Southern Watch 

conducted air strikes against Iraqi early warning 

radars and command-and-control sites in advance 

of the start of the ground war.22 It was a prelude 

for the next day when 3d MAW aircrews—already 

quite familiar flying in the airspace under joint air 

control protocols—transitioned from enforcing the 

no-fly zone to advancing with 1st MarDiv. 

Central Command’s Order of Battle

At 0800 on 17 March, Marine Corps CentCom outlined the I MEF order of battle during a staff briefing, 

Col Randolph D. Alles, MAG-11’s commanding officer, often used a satellite telephone to communicate when feasible. This was one of several advanced telecommunications capabilities utilized by 3d MAW despite the austere 

desert conditions. 

Photo courtesy of Col Charles J. Quilter II
Briefing the Air Campaign 81

which indicated offensive operations were hours 

away for 3d MAW.23 General Amos empowered his 

Marines to communicate, decide, lead, and execute the air campaign during OIF. Just before hostilities began, the air wing commander expressed 

his thoughts more formally to the air groups in an 

e-mail attachment. He noted the honorable cause 

that they were embarking upon and declared that 

there was “a fear worse than death. . . . That is the 

fear of letting down your fellow Marines.”24 

Marine Corps Order of Battle

By 0800 on 17 March 2003, the order of battle for I MEF and the individual components strength 

and missions were depicted in briefing charts at Marine Corps CentCom.

• 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 battlespace; screen the ground combat element from attacks; support Combined Force Air Component Command (CFACC).

• 1st Force Service Support Group: 10,504. Provide direct combat service support to I MEF; 

interface with the Marine Logistics Command, a theater-level command under operational 

control of CentCom.

• 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. Navy construction battalions and Marine engineers.

• Task Force Tarawa (2d Marine Expeditionary Brigade): 5,091. Secure an-Nasiriyah and 

crossings across the Euphrates River; secure lines of communication.

• 15th Marine Expeditionary Unit: 1,739. Attach to 1 (UK) Armoured Division for Opening 

Gambit; attach to Task Force Tarawa.

• 1 (UK) Armoured 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 in theater:

 Marine Central Command Element (Bahrain): 385

 Marine Logistics Command (Kuwait): 4,525

 Marine Central Command total: 86,777*

*This is the rendition of the CentCom morning report, 17 March 2003, captured by LtCol Jeffrey Acosta, the field historian attached 

to CentCom, and sent to the author by e-mail. The total does not show the Marines committed to Combined Joint Task Force 

Horn of Africa.

Chapter 7

Countdown to the Border

Delivering an Ultimatum

On 17 March 2003, Saint Patrick’s Day, President 

Bush addressed the American people on national 

television and summarized a 12-year chronology 

of escalating tensions between the U.S. government and Saddam Hussein’s regime. He highlighted years of frustration since the end of the Gulf 

War, a time characterized by incomplete weapons 

inspections and the ultimate failure of UN diplomacy to disarm Iraq’s alleged weapons of mass 

destruction. Presenting a more aggressive course 

of action, the commander in chief outlined specific objectives that required Saddam’s compliance 

within 48 hours. If the dictator failed to meet the 

deadline, the Coalition would authorize military 

force to liberate the Iraqi people, eliminate weapons of mass destruction, and end Saddam’s regime.1

Midway through his 14-minute speech, President 

Bush conveyed a clear message that emphasized 

the necessity of Saddam Hussein’s compliance:

We will tear down the apparatus of terror and 

we will help you [the Iraqi people] to build 

a new Iraq that is prosperous and free. In 

a free Iraq, there will be no more wars of 

aggression against your neighbors, no more 

poison factories, and no more executions of 

dissidents, no more torture chambers and 

rape rooms. The tyrant will soon be gone. 

The day of your liberation is near.2

As the 48-hour deadline approached, Marines 

waited for the decision to launch OIF, which 

would implement more than 12 months of intensive planning that began at Marine Corps CentCom in Tampa, Florida.3

 As the president spoke 

from the Oval Office, ground forces prepped in 

staging areas near the northern Kuwaiti border to 

cross the line of departure, and 3d MAW continued 

flying Operation Southern Watch missions. During the next two days, aircrews, crew chiefs, and 

air controllers digested intelligence briefs, studied 

maps, and reviewed procedures at bases in Kuwait, Bahrain, and Saudi Arabia and on board U.S. 

Navy ships in the Arabian and Red Seas. Activity among aviation logisticians and maintenance 

crews peaked as they readied aircraft and conducted preflight checks to ensure the highest possible mission capable readiness rates. At this time, 

the Marine aviation combat element had grown to 

almost 15,000 personnel and 435 aircraft.4

General Amos addressed 3d MAW at Ahmed alJaber Air Base, Kuwait, knowing it would probably be the last gathering before hostilities began. 

Photo by SSgt Michelle Michaud, USAF.

Defense Imagery 030317-F-PJ904-014 

On 16 March 2003, President George W. Bush held 

a one-day emergency summit meeting at Lajes Field, 

Azores, to discuss the possibilities of war in Iraq. 

83
84 23 Days to Baghdad

He declared, “If ever there was a time to take the 

aviation assets of the 3d Marine Aircraft Wing to 

war, this is it right now. I feel very good about 

the systems. I feel very good about the availability 

of aircraft. I feel very good about the way we’ve 

trained our aircrews to fly these missions.”5

Anticipating a two- to four-day separation before the start of ground operations, the air wing 

planned to conduct aggressive shaping fires well 

ahead of the land forces. The initial targets were 

observation posts across the border, the Iraqi 51st 

Mechanized Division, artillery, and communication sites positioned in southern Iraq between Basrah and Kuwait.6

 The intent was to launch attack 

aircraft and quickly destroy known and suspected 

enemy threats during the opening hours of the 

campaign, building momentum as 1st MarDiv and 

the U.S. Army’s 3d Infantry Division crossed the 

border from Kuwait.* As promised, the wing positioned its direct support aircraft with ground units 

so that commanders would have aviation options 

readily available. On 18 March, both of 3d MAW’s 

UAV squadrons, VMU-1 and VMU-2, were in direct support of each 1st MarDiv regimental combat 

team and Task Force Tarawa. The squadrons provided full-motion video through a direct downlink 

capability, which enabled pinpoint awareness of 

enemy positions and the identification of targets 

in both the close and deep fight.7

 During the first 

36 hours, each regiment had a squadron of F/A18D Hornets assigned as well, so 1st MarDiv could 

directly benefit from the aircraft’s advanced aerial 

reconnaissance system with a timely collection of 

tactical imagery. In turn, the wing added a placeholder on its air tasking order that earmarked direct support missions for a minimum of five daily 

aerial photo reconnaissance missions. Image data 

was extracted from tapes at al-Jaber and transmitted to intelligence analysts at the imagery interpretation platoon located at Camp Commando in 

Kuwait.8

Opening Gambit

Under the command of General Amos, OIF officially began on 19 March for the Marines and 

Photo courtesy of Col Charles J. Quilter II

An AV-8B Harrier from VMA-211 takes off from the flight deck of a “Harrier carrier” in support of a strike mission 

in Iraq.

*Uncertainty regarding locations of minefields near the Kuwait-Iraq 

border warranted collaboration between I MEF combat engineers 

and Navy Seabees with heavy reliance on the Kuwaitis to determine 

the number of breach lanes needed to support the movement. This 

enabled locals with a vested interest to guide the breaching effort. 

Gen Mattis’s main command headquarters moved ahead of the division into northern Kuwait, ready to assume forward control of battlefield operations.
Countdown to the Border 85

Photo by GySgt Matthew M. Smith. Defense Imagery 030319-M-RY230-001 

A CH-46 Sea Knight supporting RCT-5 turns its rotors for a function check on the opening day of the air campaign. 

Dedicated helicopters were greatly appreciated by ground commanders in direct support of regimental combat 

teams.

Photo by LCpl Jonathan T. Spencer. Defense Imagery 030326-M-FW387-011 

LCpl Christopher Kraveic of MWSS-272 fuels an F/A-18 Hornet from an M970 refueling truck at 3d MAW’s fixedwing base at Ahmed al-Jaber, Kuwait. 

flew armed reconnaissance missions and targeted 

air defense and command-and-control sites. Air 

operations, however, expanded rapidly with close 

air support and assault support sorties once the 

regimental combat team crossed the border. 

Named by General Amos during a planning 

session months earlier, the “Opening Gambit” 

signified the initial 96 hours in which 3d MAW 

sailors assigned to 3d MAW.9

 In the coordinated 

air campaign, fighter and attack helicopter crews 

flew strikes against enemy artillery and communication sites in advance of 1st MarDiv’s ground 

offensive. At the same time, transport helicopters 

prepared to ferry troops for a series of aerial insertions slated to begin two days later. During the 

weeks leading up to OIF, U.S. aviators primarily 
86 23 Days to Baghdad

launched a series of escalating intensive combined 

arms attacks to set the stage for the 23-day march 

to Baghdad.* During this period, the air-ground 

team focused on four key objectives: destruction 

of enemy observation posts and the Iraqi 51st 

Mechanized Division near Safwan Hill; seizure of 

the Rumaylah oil field complex; completion of a 

relief-in-place with the 1 (UK) Armoured Division 

near the town of Basrah; and advancement of 1st 

MarDiv north of the Euphrates River.10 Once accomplished, I MEF would be well positioned to 

continue its rapid march to Baghdad with the air 

wing overhead. 

With the 3d MAW fleet in place, aircrews flew 

from three air bases and from Navy ships to begin 

the air campaign, referred to as A-Day, or “Air” 

Day. Four squadrons of AV-8B Harriers began 

launching aircraft from the flight decks afloat in 

the northern Persian Gulf as a detachment of Harriers took off from al-Jaber Air Base. A detachment of Hercules transport/refuelers at FOB Joe 

Foss was staged along with Hornets. Helicopters 

positioned at Ali al-Salem Air Base in Kuwait were 

on standby alert along with UAVs in position to 

collect targeting data for ground commanders. The 

Prowlers from Marine Tactical Electronic Warfare 

Squadrons 1 and 2 (VMAQ-1 and VMAQ-2) continued flying from Prince Sultan Air Base, Saudi 

Arabia, targeting radar and air defense communications networks, helping create a “fog of war” for 

the Iraqis.11

A Hub of Activity in the Tactical Air 

Command Center

Colonel McFarland, commanding officer of MACG38, located the group headquarters at Ahmed alJaber Air Base alongside the 1st MarDiv combat 

operations center. It was an ideal location for immediate air-ground team coordination, but it was 

also in close proximity to 3d MAW headquarters 

and the tactical air command center, which encouraged operational as well as tactical collaboration.12 Configured with advanced system capabili-

*The 23-day calculation was derived from the start of air wing operations on 19 March to the seizure of Baghdad on 10 April 2003, as 

cited in the 3d MAW command chronology, January to June 2003.

Official U.S. Marine Corps photo

The Marine Corps’ tactical air command center was a constant flurry of activity as Gens Amos and Robling and 

their staff oversaw the air war. Outfitted with advanced telecommunications and computer interfaces, the staff also 

depended on maps and pushpins for visual displays of the air-ground movement to assist with command decision 

making.
Countdown to the Border 87

ties set up and maintained by Marine Wing Communications Squadron 38 (MWCS-38), the tactical 

air command center was the heart of operations 

for executing the air campaign. Staffed with four 

battle captains, two 12-hour shifts of watch officers, tactical air controllers, and operators, the 

center was 3d MAW’s senior air control agency 

where General Amos and General Robling, the 

assistant wing commander, maintained a 24-hour 

visual picture of the air war. From this vantage 

point, the two generals assessed current and future air operations. 

Anticipating a robust flight schedule, General 

Amos relied on four battle captains to balance the 

workload among air controllers in the TACC and 

to draft the daily air tasking order with a Marinespecific subset for direct support missions. By rotating shifts, a battle captain would write a draft air 

tasking order, then stand duty as the senior Marine 

in the command center during the next shift. This 

rotation enabled each battle captain to gain firsthand familiarity with and maintain accountability 

of the flight schedule before and during its execution. Using battle captains proved invaluable and 

allowed the general to focus on future operations, 

while the assistant wing commander oversaw the 

air war as it unfolded. General Robling declared, 

“There is no doubt that one of the primary reasons 

the campaign went so well as it did was because 

of the hard work of these four battle captains.”13

The scenario inside the TACC changed for Colonel Jeffrey A. White and his fellow battle captains 

Colonels Raymond C. Fox, Mark D. Mahaffey, and 

William W. Griffen Jr. when the ground campaign 

launched earlier than planned and poor flying 

conditions dominated the battlespace. Instead of 

overseeing aggressive battlefield shaping missions 

as envisioned, watchstanders described the air 

war as reactionary. As Colonel White recalled: 

We initially briefed the tactical air command 

center crew on Thursday that we could go to 

MajGen James F. Amos (left) selected Col Jeffrey A. White (right) to serve as one of four battle captains because he 

possessed the commander’s criteria of the right skills, expertise, and command time needed to represent 3d MAW in 

the tactical air command center. 

Photo courtesy of Col Charles J. Quilter II
88 23 Days to Baghdad

war on Saturday morning [21 March] at 0300 

Zulu, or 0600 local; however, during the shift, 

the situation changed rapidly and we learned 

that we’re going to war tonight [19 March]. 

We noticed enemy activity moving down into 

southern Kuwait, and ground units on the 

border were exchanging artillery fire. We had 

a standby air tasking order for day one of the 

war that was embedded at the bottom of the 

schedule in case we needed to overlay it if air 

operations quickly accelerated without much 

warning. When the timeline changed, tremendous effort by the current and the future operations planners focused on realigning all the 

groups and preparing for on-call missions.14

By day two, the weather cleared and the air 

tasking order included more missions in which 3d 

MAW aircraft were directed to destroy enemy artillery and tanks. Initially, a 36-hour delay in receiving bomb damage assessment reports hampered 

future target selections and priorities, so Colonel 

White pushed the intelligence section to aggressively gather information to validate the air guidance matrix that outlined targeting priorities. He 

was pleased by the results a few days after the 

start of hostilities:

Although we started on the enemy’s timeline, we were backlogged; we were not getting damage assessment report[s] for a few 

days. Due to a lot of good people doing a 

lot of good work, we produced damage assessments more rapidly. The reports provided critical feedback regarding which enemy 

units or targets were damaged so that planners could identify key areas of targets that 

needed more attention.15 

Precision Bombing at Safwan Hill

Taking the high ground at Safwan Hill was one 

of the first planned attacks of OIF. The mission, 

which had been rehearsed for weeks, entailed 

Illustration courtesy of 1st Marine Division

Safwan Hill was the dominant terrain feature near the Iraq-Kuwait border, providing the enemy with an 

advantageous line-of-sight view 18 miles into Kuwait. The division commander relied on 3d MAW’s strike aircraft 

to destroy the threat represented by the well-positioned Iraqi forces and to provide safe passage into Iraq during the 

Opening Gambit.
Countdown to the Border 89

seizing an Iraqi observation post on top of the 

551-foot hill that overlooked the Kuwait border. 

The post was thought to contain sophisticated surveillance monitoring equipment that was oriented 

toward a main highway that ran north from Kuwait 

to Basrah. The vantage point offered the Iraqis an 

unobstructed view of Coalition forces that would 

soon cross the border, just a few miles away. 

Colonel Milstead, commanding officer of MAG29, orchestrated a composite helicopter mission 

designed to insert a reconnaissance platoon on 

top of Safwan Hill. The aircraft came from HMLA269 and HMM-162. Milstead’s plan tasked 10 AH1W Cobra attack helicopters armed with antiarmor missiles to lead the formation; 6 CH-46 Sea 

Knight helicopters would follow to ferry the reconnaissance Marines to the hill. Five commandand-control UH-1N Huey helicopters would fly 

in the rear, outfitted with GAU-17 Gatling guns 

capable of firing 3,000 rounds per minute.16 HMH464 was on standby to provide logistical support. 

Once successfully landed, the Marines would destroy any enemies who had survived the artillery 

and air strikes conducted before the assault.17

In the late evening hours of 19 March, the 11th 

Marines unleashed an artillery barrage in preparation for the coordinated aerial attack that soon 

followed. During the next 24 hours, MAG-29 Cobras swept in low from the south to strike the 

position with rockets. Navy and MAG-11 F/A-18 

Hornets provided extra firepower and dropped 

more than 40,000 pounds of explosives on this 

key position.18 VMFA(AW)-121, nicknamed the 

“Green Knights,” led the first MAG-11 air strike 

of OIF. Commanded by Lieutenant Colonel Matthew Shihadeh, the Green Knights’ ordnance configuration typically consisted of a laser-guided 

bomb, GBU-31 joint direct attack munitions, and 

MK83 general-purpose bombs. This weapon mix 

provided a number of options for ground commanders for close air support, deep strikes, forward air controller (airborne) reconnaissance and 

strike coordination, and armed reconnaissance.19

Poor flying conditions, dense fog, and smoke 

from burning oil fields delayed the troop insertion 

one day. By dawn, MAG-29 successfully landed 

MajGen James F. Amos (right), 3d MAW’s commanding general, meets with Col Robert E. Milstead Jr., commanding 

officer of MAG-29, to discuss the air strategy. Gen Amos often flew to speak face-to-face with his commanders, in 

addition to using videoconferences, secure telephone, and encrypted message communications. 

Official U.S. Marine Corps photo
90 23 Days to Baghdad

MAG-29’s Safwan Hill Raid

When MAG-29 executive officer Lieutenant Colonel Darrell L. Thacker Jr. heard about the 

unsuccessful joint decapitation strike aimed at Saddam Hussein, he was not surprised when 

General Conway sent a radio message to MAG-29 headquarters asking if the aerial insertion 

mission could launch in 30 minutes. After the failed strike, senior military leaders were even more 

concerned about the threat of Iraqi oil well sabotage, which could jeopardize any hope of future 

economic stability after hostilities ended. Colonel Thacker fully understood the need for urgency 

and recalculated the mission. The composite squadron aircrews were airborne and heading toward 

Safwan Hill 90 minutes after the revised plan was issued.20

Serving as the air mission commander for the raid, Colonel Thacker launched the group’s 

helicopters at sunset into the eye of a nasty storm. Cobras and all trace helicopters blazed through 

the swirling sand and checked in at the rendezvous point as planned. The aircrews waited more 

than 20 minutes for the F/A-18Ds to arrive on-station. The delay was worthwhile because the 

Hornets conducted a series of air strikes, attacking the hill with joint direct attack munitions. 

The Cobras trailed close behind and fired their rockets at the top of the hill, but the pilots of 

the CH-46s ferrying the ground troops struggled to gain visibility in the landing area. They tried 

three times to land in the drop zone, but the pilots were blinded by the blowing sand. After the 

third attempt, the weather deteriorated well below acceptable limits for safe flight and landing, 

and several pilots reported experiencing severe vertigo and disorientation. At that point, Thacker 

aborted the mission. 

The return trip to FOB Joe Foss proved even more challenging as the weather worsened, which 

further confirmed the decision to call off the mission.21 As a seasoned pilot with more than two 

decades of experience, the colonel directed the aviators to spread out so that all aircraft would 

retain sufficient separation as they ventured deeper into the murky sky. After the aircraft landed 

safely, Thacker initiated plans to reschedule the mission for early the next morning after briefing 

his recommendations to the wing leadership.

On the first evening of Opening Gambit, 3d MAW aircrews experienced turbulent weather, 

moonless skies, and blowing sand, but it was just a prelude to the weather-related disruptions that 

would plague flight operations on the move toward Baghdad.22 The colonel’s decision to cancel the 

troop insertion mission at Safwan Hill balanced his desire for mission completion with a concern 

for the well-being and safety of aircrews and aircraft.23

Photo by Sgt Paul L. Anstine II. Defense Imagery 030321-M-5150A-056 

M1A1 Abrams tanks from Company C, 1st Tank Battalion, wait in attack position south of their breach point 

as AH-1 Cobra gunships fly overhead, attacking Safwan Hill before ground units cross the Kuwait-Iraq border 

during the opening of Operation Iraqi Freedom.
Countdown to the Border 91

two dozen reconnaissance Marines onto the hill.24 

Bomb damage assessment reports confirmed that 

Safwan Hill—and any enemy forces there—no 

longer posed a threat. The observation post was 

destroyed, which was essential for Coalition forces 

to cross the border unimpeded by Iraqi artillery 

and which prevented the Iraqis from calling for reinforcements. As a result, 1st MarDiv successfully 

crossed the border without interruption or diversion and began pushing toward Baghdad. 

Joint Forces Authorize a

“Decapitation Strike”

On the evening of 19 March, Coalition forces received information from multiple sources that 

pinpointed the location of a prominent enemy 

gathering. Intelligence data zeroed in on suspected enemy “targets of opportunity” who were 

attending a meeting at an Iraqi leadership compound known as the Dora Farms complex on the 

outskirts of Baghdad. The information generated 

high-level interest by U.S. government leaders and 

presented military commanders with an opportunity for an isolated, combined arms strike at Saddam and his leadership hierarchy.25

Senior leaders debated the pros and cons of 

orchestrating a joint decapitation strike, applying 

two key doctrinal components of combat power—surprise and boldness.26 If the strike was successful, large-scale hostilities and a major troop 

crossing into Iraq might be avoided. However, if 

the strike failed to hit the targets, the element of 

surprise would be lost, and Saddam’s forces would 

gain a tactical advantage. They would realize that 

a subsequent air and ground attack was imminent 

and be able to position their forces for a counterattack against the Coalition. A major consideration 

was that the Kuwaiti government had turned over 

its local airspace to U.S. control earlier that day as 

part of an agreement derived from several planning sessions held weeks earlier.27 Weighing this 

newfound opportunity against potential risks, the 

White House and CentCom leadership assessed 

the situation and ultimately authorized a coordinated cruise missile and air strike. 

Given the seven-hour difference between 

Washington, DC, and Iraq, the joint strike force 

launched before sunrise on 20 March and included 

missile and bomb attacks. Forty U.S. Navy Tomahawk cruise missiles were launched from six warships: the USS Milius (DDG 69), USS Donald Cook

(DDG 75), USS Bunker Hill (CG 52), USS Cowpens

(CG 63), and the submarines USS Cheyenne (SSN 

773) and USS Montpelier (SSN 765). The U.S. Air 

Force bombing missions were flown by Lockheed 

F-117A Nighthawk and McDonnell Douglas F-15E 

Strike Eagle stealth attack aircraft and escorted by 

four—three Marine and one Navy—EA-6B Prowlers.28

That day, Major Scott A. Cooper, a Marine naval flight officer, was flying one of those Prowlers near the Iraqi no-fly zone during the early 

morning hours. When Major Cooper’s aircrew 

from VMAQ-1 received targeting instructions and 

a timeline from an air controller on the Air Force 

airborne warning and control system coordination 

frequency to “go to Baghdad and link up with the 

F-117s and support the Tomahawk strikes,” they 

had no idea they would join a coordinated preciThe guided missile cruiser USS Bunker Hill (CG 52) 

launches the first Tomahawk missile into Iraq in support 

of Operation Iraqi Freedom.

Photo by PO2 Richard Moore, USN. 

Defense Imagery 030320-N-4655M-009 
92 23 Days to Baghdad

sion air strike aimed at the Dora Farms complex. 

Considered a high-interest mission, the Prowlers 

jammed radio frequencies while the Nighthawks 

dropped laser-guided weapons. Cooper described 

the events of the early morning mission in a later 

interview: 

We went to Baghdad and supported them. It 

was a great fireworks show. It was an interesting flight; the biggest thing we were fearful of was running out of gas. We weren’t 

scheduled for gas and the tanker aircraft 

weren’t flying into Iraqi airspace yet. We had 

to refuel before returning to Prince Sultan Air 

Base, which was about a one-and-a-half hour 

flight. The sun was just coming up, and we 

asked the controller about our tanker.29

Although Navy ships and Air Force crews struck 

their targets with precision missiles and bombs, 

early reports indicated that Saddam escaped but 

might have been injured during the surprise attack. Regardless, the strike rattled Iraqi forces, who 

sounded a wake-up call for Marines by counterattacking with a series of surface-to-surface missile 

launches. Marines reacted immediately by donning their nuclear, biological, and chemical suits 

and moving to designated bunkers, a drill that had 

been rehearsed for months and would be exercised repeatedly over the next several days. One 

of the incoming missiles landed within a kilometer 

of I MEF headquarters at Camp Commando in Kuwait.30 Immediately after the explosion shook the 

ground and produced a grayish plume of smoke 

outside of the camp perimeter, 3d MAW launched 

four armed ground-alert AH-1W Cobras to scout 

the area.31 Thanks to U.S. Army Patriot defense 

batteries assigned to MACG-38, nine Iraqi missiles 

were destroyed prior to impact, and no Coalition 

injuries were reported.32

These Iraqi missile attacks raised the possibility 

of biological or chemical agents. The U.S. military 

commands distinguished different levels of protection against biological or chemical attacks and 

categorized threat conditions by numeric values 

ranging from zero to four; a mission-oriented protective posture (MOPP) condition meant that all 

protective garments were to be worn, including 

overboots, masks with hood, and gloves. Although 

Photo by SSgt Matthew Hannen, USAF. Defense Imagery 030318-F-9528H-027 

Marines from VMAQ-2 perform squadron-level maintenance late into the evening in the rear cockpit of an EA-6B 

Prowler at a forward deployed Southwest Asia location. 
Countdown to the Border 93

the bulky protective suits were cumbersome, they 

became an integral part of the daily routine during 

the early days of hostilities.33

The Air-Ground Campaign

Takes Shape

Before OIF began, CentCom published its final 

draft of OPLAN 1003V (with revisions) for field 

distribution.34 Not surprised by a steady flow of 

last-minute changes, I MEF plans shifted drastically mere hours before the start of offensive operations, thus overriding months of detailed planning. 

Originally, air-ground planners had planned for a 

two- to four-day separation between the initiation 

of the air campaign and follow-on ground combat 

operations. This window would allow 3d MAW 

time to conduct aggressive and intense preparatory fires well ahead of the ground forces. However, when the decapitation missile strike failed 

to hit Saddam and human intelligence information revealed enemy activity near the Kuwait-Iraq 

border, the timeline quickly unraveled. As a result, the opening offensive originally scheduled 

for 0300Z* on 21 March occurred 12 hours earlier 

than planned, altering the flow of forces. 

Aerial imagery and recent intelligence data 

about the “ghost brigade”** and its suspected T-72 

tanks near the Kuwait-Iraq border continued to 

concern the I MEF staff. Heightened enemy activity levels indicated potential sabotage of the 

oil fields by Iraqi military forces, a scenario that 

the Coalition had fully anticipated and planned to 

minimize.35 The Rumaylah oil fields produced 1.6 

million barrels per day and contributed to more 

than half of total Iraqi oil production.36 Coalition 

planners feared that Iraqi forces would set fire to 

their own oil wells in a scene reminiscent of Kuwait during Operation Desert Storm in 1991, thus 

disrupting the nation’s economy and ecology. The 

relevance of this threat was twofold. If oil produc-

*U.S. military forces use Zulu, often shortened to the letter “Z,” to 

denote Greenwich Mean Time, which is the standard reference point 

when communicating across multiple time zones. 

**Human intelligence reports were sketchy, so enemy activity pointed 

to a possible trap that was referred to as the “ghost brigade.”

Photo courtesy of Marine Light Attack Helicopter Squadron 269

Marines from 3d MAW crowd inside a bunker wearing protective gear as a precaution against the threat of chemical 

weapons during the first few days of the air campaign.
94 23 Days to Baghdad

tion was severely disrupted or destroyed, it would 

most likely generate drastic, long-term financial 

and economic consequences for the Iraqi people 

who had already suffered years of oppression. It 

could also affect the reconstitution timeline after 

the successful conclusion of Coalition combat operations.

Based on Department of Defense and CentCom 

decisions, the I MEF commander, General Conway, modified the timeline just hours before its 

planned execution and reset the start to 1500Z on 

20 March.37 Although units scrambled to meet the 

revised launch time, the ability of I MEF to respond quickly even during the opening offensive 

reinforced the benefits of the planning process 

and unit readiness. 

Unfortunately, the condensed timeline meant 

3d MAW was unable to shape the battlefield for as 

long as they had planned, so instead, the air wing 

temporarily assumed a reactionary role to enemy 

activities. Nevertheless, the wing responded to the 

ground commander’s request for aerial reconnaissance missions to view a snapshot of the battlefield in advance of ground force unit movements. 

Last-minute changes by their planners meant that 

1st MarDiv would cross the line of departure 12 

hours earlier than planned. The ripple effect of 

General Mattis’s fragmentary order resulted in a 

revised night (beginning at 1800 local time) tactical movement of more than 20,000 I MEF Marines 

and sailors over the Kuwait border into southern 

Iraq to preset attack positions, rather than a dawn 

movement as originally planned.38 The logic of a 

night troop movement from the line of departure 

in conjunction with an accelerated pace to Baghdad was consistent with generating tactical surprise, which in turn would destabilize enemy forces and minimize potential attacks from the Iraqi 

Army, Saddam’s Republican Guard, and even renegade paramilitary forces. 

Although riskier, the night operation also meant 

that RCT-5 would swap with RCT-7 to become the 

lead unit.39 Planners quickly revamped tactical details of a plan that had taken months to fine tune.*

RCT-5, commanded by Colonel Joseph F. Dunford 

Jr., led 1st MarDiv into combat with the firepower and support of 3d MAW overhead. Within 24 

hours, I MEF had moved into southern Iraq and, 

most importantly, with no loss of life.40

Shaping the Battlefield

Lieutenant Colonel Lawrence R. Roberts, commanding officer of VMFA(AW)-533, became increasingly annoyed with the barrage of Iraqi Scud 

surface-to-surface missile alerts and repeated trips 

to the bunkers after the decapitation strike. During Operation Southern Watch, the squadron had 

flown 295 F/A-18D Hornet sorties, logged 616.3 

flight hours, and expended 18,000 pounds of ordnance, so aircrews were accustomed to a heavy 

flight schedule.41 With his aircrews useless while 

crammed inside bunkers at al-Jaber Air Base, 

Colonel Roberts wanted his Hornets to fly armed 

reconnaissance missions and operate as the division’s forward-looking eyes before ground troops 

moved into southern Iraq. Guidance from the air 

wing staff was mixed regarding whether it was 

riskier to launch or leave the aircraft on the ground 

during the barrage of Scud attacks. He and his operations officer, Major John P. Farnam, walked to 

MAG-11 headquarters in hopes of gaining a tactical mission assignment.42

During their visit, 1st MarDiv’s air officer, Lieutenant Colonel Bruce A. Shank, requested air support to engage approximately 75–80 Iraqi T-72 

tanks digging in near RCT-7’s border crossing 

point. An established Iraqi informant reported 

sighting an entire Republican Guard armor brigade and enemy movement near the Rumaylah 

oil fields just north of Safwan Hill.43 The incoming 

information was conflicting, but worthy enough to 

warrant further investigation and a swift reaction 

if a possible trap was confirmed. Colonel Roberts 

was especially eager to respond to this air request 

because his squadron was assigned to fly in direct support of RCT-7.44 Months before hostilities 

began, he had directed his aircrews to gain an 

understanding of the regiment’s area of operations 

during face-to-face meetings. This further built on 

General Amos’s philosophy of building relationships by making aviators better prepared to support the unit mission and instilling mutual trust 

between ground and air forces. 

Colonel Roberts and Major Farnam wasted no 

time and launched with another Hornet waiting 

on the flight line in ready alert status. The Hornets’ 

mission was to search for enemy movement along 

*One of 1st MarDiv’s logisticians, Maj Christopher B. Snyder, initiated a matrix-based execution checklist that identified, phased, and 

managed the breach-line flow of units over the border. A single-page 

document, it streamlined and graphically displayed the time, route, 

and flow of forces as they crossed the border into southern Iraq.
Countdown to the Border 95

Highways 6 and 8, about 100 miles north near anNasiriyah. Roberts flew north toward the port of 

Umm Qasr, while Farnam, the weapons systems 

officer, monitored the radio and looked for targets. 

They had located nothing until nearly sunset, when 

they sighted a column of enemy armored vehicles 

parked on an overpass, perhaps to trap RCT-7. 

Major Farnam checked in with the direct air support center and then confirmed with the combat 

team’s fire support coordination center that the 

tanks were enemy rather than friendly. The multitier command-and-control communication protocol provided an extra precaution to minimize the 

threat of friendly fire. As the colonel maintained 

altitude restrictions, the major locked onto the 

tank column on the forward-looking infrared radar in the rear cockpit. The Hornet made several 

attack runs, expending a mix of MK20 Rockeye II 

cluster bombs, 5-inch rockets, and 20mm cannon 

rounds. The cluster bomb canisters failed to open 

during the first run, but hit an enemy vehicle on 

the second. The rockets struck wide of the target, 

but the aircraft sprayed its cannon during the final two runs, depleting all the aircraft’s ordnance 

and most of its fuel before returning to base. Although the aircrew was unsure of their success 

because they did not receive a bomb damage 

report, their flight manifested the squadron’s eagerness to launch quickly and search ahead of 

the ground forces, thus setting the tone for future 

combat missions.45 During the first 36 hours of the 

war, MAG-11 Hornet squadrons tallied 96.3 combat flight hours.46

Photo by LCpl Andrew P. Roufs. 

Defense Imagery 030320-M-9124R-097 

Marines assigned to an explosive ordnance disposal unit 

with 1st LAR use a 7.62mm M14 sniper rifle to dispose of 

landmines along the Kuwait-Iraq border.

Marine Corps air liaison officers, such as those pictured here, assisted Air Force E-3C Sentry aircrews and controllers 

in joint airspace management. 

Photo courtesy of Col Charles J. Quilter II
96 23 Days to Baghdad

Ground activities began on 21 March, one day 

after the air campaign ended, when U.S., British, 

and Coalition forces crossed the line of departure 

into southern Iraq earlier than planned.47 By the 

time General Conway’s expeditionary force took 

control of its battlespace, 3d MAW had already 

flown 259 sorties, quadrupling its flight schedule 

within a 24-hour period.48

As planned, the U.S. Air Force monitored Marine airspace through eight Boeing E-3C Sentry 

airborne warning and control system aircraft until ground troops crossed the line of departure. 

Because the Sentry would play the main tactical 

command-and-control role, especially at the start 

of the air campaign, MACG-38 assigned 10 liaison officers to work with Air Force aircrews to 

oversee interdiction targets and protect Marine 

aviation interests. The liaison officers ensured that 

planned and immediate close air support missions for the ground combat element were not 

reassigned to other Coalition units. In so doing, 

they demonstrated the best attributes of the Marine air command-and-control system for the joint 

Coalition and, most importantly from their point 

of view, the Marines on the ground.49 As word 

spread among the joint aviation community that 

Marine air command and control was effectively 

managing its tactical airspace, aviators from other 

services began checking in for mission assignment 

with the TACC.50
Part III

DECISIVE OPERATIONS

Chapter 8

Air Operations Intensify

Movement to Contact

As the battle plan unfolded, the U.S. Army’s V 

Corps led the main effort toward Baghdad with I 

MEF Marines simultaneously advancing on a different avenue of approach toward the capital city. 

The soldiers, commanded by U.S. Army Lieutenant 

General William S. Wallace, crossed the Euphrates 

River, then plowed northwest through the open 

Arabian Desert, while General Conway’s force diverted enemy attention from the main effort by 

heading north and eastward. Meanwhile, Task 

Force Tarawa, commanded by General Natonski, 

crossed into Iraqi territory and quickly secured 

Jalibah airfield, a critical base for sustaining forward air operations. The task force’s next objective was ensuring 1st MarDiv’s safe passage over 

the Euphrates River near an-Nasiriyah. From there, 

I MEF would charge toward Baghdad to link with 

V Corps for a joint offensive to seize Baghdad. 

Planners estimated the trek from Kuwait to secure 

the Iraqi capital would take roughly 55 days. Yet, 

like most campaigns, plans changed rapidly, especially as the Marines neared the Euphrates River 

and an-Nasiriyah.

During months of planning, the United States 

and United Kingdom strengthened their partnership, and the two countries eventually provided 

the majority of the forces for the Coalition effort. 

On the Marines’ eastern flank, the 1 (UK) Armoured Division took control of the oil fields near 

Basrah and the port of Umm Qasr. Commanded 

by Major General Robin V. Brims, the British easily 

outgunned the enemy and seized both objectives.1

Once secured, the division was strategically positioned to offer much-needed humanitarian relief 

for the area’s residents.2

Destroying the Iraqi 

51st Mechanized Division

On 20 March, RCT-5, under the command of Colonel Dunford, crossed the Kuwait-Iraq border nineand-a-half hours earlier than planned.3

 The early 

attack was prompted by intelligence reports of 

enemy movement and repositioning of a Republican Guard armor brigade just north of Safwan 

Hill.4

 This information switched RCT-5 to the lead 

unit to block Highways 1 and 8, isolate the 51st 

Mechanized Division, and secure the critical gasoil separator plants. The az-Zubayr pumping station—or “the crown jewel”—was particularly important as it produced more than $40 million of 

oil per day and represented a dependable income 

source for Iraq after it was liberated.5

The early RCT-5 launch occurred simultaneously with the 1 (UK) Armoured Division’s attack 

on Umm Qasr, which further reinforced the surprise element.6

 Despite the revised time line, the 

team viewed the change as an opportunity and 

assumed the role as the 1st MarDiv’s main effort, 

supported by 3d MAW aircraft. 

Aggressive preparation fires from a number of 

Cobra gunships, coupled with ordnance dropped 

by Harriers and Hornets, pounded the Iraqi 51st 

Mechanized Division. Flying in darkness, 3d MAW 

aviators destroyed enemy positions as the Corps’ 

Photo by GySgt Matthew M. Smith. 

Defense Imagery 030320-M-9106S-002 

Col Joseph F. Dunford Jr. (on right), commanding officer of 5th Marines, speaks to members of the air wing attachments in preparation to cross the line of departure.

99
100 23 Days to Baghdad

first ground unit moved inside enemy territory. 

At dusk, HMLA-267, commanded by Lieutenant 

Colonel Stephen K. Heywood, joined the air war. 

As part of MAG-39, the squadron launched five 

light divisions, each consisting of two AH-1W Cobras and one UH-1N Huey, with one Cobra flying 

backup. In successful attacks, aviators destroyed 

five key Iraqi border observation posts, enabling 

Coalition ground forces to approach the line of 

departure without enemy intervention or observation. The squadron’s aircrews provided broad 

coverage for I MEF as the air war intensified, flyAdapted from a Central Intelligence Agency map by Marine Corps History Division
Air Operations Intensify 101

ing missions in support of each regimental combat 

team, Task Force Tarawa, and British forces while 

also flying as airborne escorts for unit commanders.7 Summarizing one of his first missions, Colonel Heywood recalled, 

My division was going to take out post five, 

so we had a practice run. I flew as a fourth 

aircraft with General Amos and showed him 

the target I was supposed to hit, which was 

close to the direct air support center. Obviously, he was concerned about the proximity 

to the air controllers, so I explained in detail 

how we planned to attack. The general left 

with a good feeling.8

VMFA(AW)-533, known as the “Hawks,” was 

also instrumental during the opening days of the 

air war, conducting aerial reconnaissance before 

1st MarDiv and the U.S. Army’s 3d Infantry Division 

crossed the line of departure. Commanded by Lieutenant Colonel Lawrence R. Roberts, the F/A-18 

Hornet squadron provided deep strike capabilities 

and strike coordination missions forward of friendly forces as the Hawks attacked Iraqi indirect fire 

assets, armor, and command-and-control targets. 

During the first 36 hours of hostilities, the squadron led MAG-11 efforts by flying 96.3 sortie hours, 

which included providing close air support for the 

initial British assault on the al-Faw Peninsula. 

Adding fixed-wing firepower on the morning of 21 March, VMA-311’s commanding officer, 

Colonel Michael K. Hile, flew the squadron’s first 

mission of OIF. Teamed with wingman Captain 

Jason K. Duncan, their first strike was aimed at 

the Alamo Bridge, 30 nautical miles west of Basrah. Targeting data provided by Litening II targetDefense Imagery 030327-M-2064V-005

A machine gunner assigned to HMLA-267 sits inside a UH-1N Huey helicopter and searches for enemy forces near 

Jalibah airfield.
102 23 Days to Baghdad

ing pods enabled the pilots to score direct hits 

on the bridge with one GBU-16 and two GBU-12 

precision bombs.11 In the early morning hours of 

21 March, Harriers from the 15th MEU joined the 

Opening Gambit. Major David C. Forrest and Captain Benjamin S. Krippendorf also flew one of the 

initial AV-8B missions and dropped bombs striking 

Iraqi artillery near Safwan Airfield. 

Marine aviation partnered with lethal firepower 

from the 1st Light Armored Reconnaissance (1st 

LAR) Battalion and the 11th Marines. The combined arms capability provided extra protection 

for 1st MarDiv as it moved deeper into Iraq. RCT5 blocked the Iraqi 6th Armored Division so that 

RCT-7 could destroy elements of the 51st Mechanized Division.

12 RCT-5 also encountered two Iraqi 

regular army brigades reinforced with artillery, yet 

it managed to secure critical gas and oil separation 

plants in a mere 16 hours.13

Advanced Lifelines 

When RCT-5 crossed the line of departure, Colonel 

Michael C. Anderson, the commanding officer of 

MWSG-37, wasted no time extending the logistical 

network from Kuwait to support 3d MAW operations in Iraq. Joining efforts with Task Force Tarawa 

and MACG-38, the aviation combat element secured 

Jalibah airfield, the first FOB established in Iraq. 

Code named Riverfront, the airfield was located 

about 20 miles south of an-Nasiriyah on Highway 

1. Although the field had been abandoned after the 

Gulf War, MWSG-37 quickly transitioned it into a 

hub of activity for aircrews near an-Nasiriyah.14 The 

site not only supported aircraft operations, it facilitated a major logistical flow of equipment, cargo, 

and supplies before 1st MarDiv crossed the Euphrates River. It became a critical logistical lifeline for 

sustained Marine air operations by providing ordnance and fuel for hundreds of aircraft supporting 

ground forces throughout the rapid march to Baghdad and even during post-hostilities.15

Typically, MWSG-37 Marines searched for flat 

ground or existing concrete slabs on which to 

build the next site to support forward air operations. During the march to Baghdad, the group 

established 21 temporary FARPs at approximately 

40- to 50-kilometer intervals, eight KC-130 tactical 

landing zones, and six FOBs.16

MALS-39 Marines Keep Helicopters Flying

MAG-39’s Marine Aviation Logistics Squadron 39 (MALS-39), commanded by Lieutenant Colonel 

Paul F. Callan, supported four different types of helicopters—Hueys, Cobras, Sea Knights, and 

Sea and Super Stallions—which was quite a demanding task given the age of the aircraft and the 

harsh desert environment. Despite the extremely challenging weather conditions, MAG-39 maintained relatively high helicopter readiness rates. A few days after the air war started, HMLA-267 

reported 79.7 percent full mission capable for its 9 UH-1N Hueys and 80.2 percent partial mission 

capable for its 18 AH-1W Cobras. This latter metric indicated that the squadron’s aircraft could 

perform designated missions with noted discrepancies because secondary, back-up systems were 

operable. Such aircraft readiness was directly attributable to the 500 Marines who prepared the 

aircraft before deployment and managed maintenance and procurement activities during combat 

operations.* 

The MALS-39 Marines kept its fleet aloft by repairing aircraft at maintenance facilities on shore at 

Ali al-Salem Air Base, Kuwait, and afloat on the SS Curtiss (T-AVB 4). For the first time in the history 

of Marine aviation, the MALS-39 aviation maintenance logistics ship was employed solely in a seabased mode, supporting more than 130 helicopters with an average repair time of only two days.9

Additionally, the squadron was the engine manager for all Marine helicopters operating in the CentCom area of operations, which entailed the buildup, delivery, and installation of 109 engines. Once 

the air campaign began, a detachment of about 70 MALS-39 maintenance Marines helped establish 

a forward base at an-Numaniyah inside Iraq, which further supported Marine aviation operations 

as a maneuver element.10

*A full mission-capable aircraft readiness rate indicated that all primary and secondary weapons systems were fully operable, whereas 

a partial mission-capable rate meant that secondary or backup weapons systems were operable to counter failed primary components.
Air Operations Intensify 103

Lieutenant Colonel Roger R. Machut’s 6th Engineer Support Battalion, 4th Field Service 

Support Group, assisted in building the extended fuel line from a 6-million-gallon U.S. Army 

bulk fuel farm at Breach Point West to Jalibah 

airfield, where Marines subsequently established their own bulk fuel farm. Colonel Machut 

designated this implementation as the “Golden Spike,” in reference to the historic event at 

Promontory Summit, Utah, where the eastern 

and western sections of the first transcontinental railroad were linked in 1869.17

The Marine Corps’ hose reel implementation 

team followed a three-step process. The team 

first conducted a preliminary reconnaissance of 

the route to find and dispose of unexploded 

ordnance. Then, they graded the surface and 

dug a V-shaped ditch, and finally the 6-inchdiameter rubber hose was pulled from truckloaded spools and carefully laid into the ditch 

and covered. Once installed and operational, 

the hose reel alleviated dependence on trucks 

to transport fuel to forward-based units.

Chief Warrant Officer-4 Thomas M. Cierley, 

a bulk fueler who had served in Vietnam more 

than three decades earlier, summarized the installation: “Back then, we were using slower 

pumps, smaller fuel bladders, and relying on 

trucks for transport. During Operation Iraqi 

Freedom, we were bigger, better, and more efficient, plus it was a way of transporting fuel 

without motorized support.”18

The Golden Spike

LCpl Christopher Kraveic, a refueler with MWSS-272, 

listens for the location of the next aircraft waiting for 

fuel at al-Jaber Air Base, Kuwait.

Photo by LCpl Jonathan T. Spencer. 

Defense Imagery 030326-M-2900S-009 

A Marine Corps CH-53D Sea Knight drops bundled 

supplies at Jalibah, which was the first forward operating base established by MWSG-37 in Iraq.

Photo by Sgt Giles M. Isham. 

Defense Imagery 030429-M-3368I-001 

Assigning MACG-38 Marines to leapfrog with 

the air wing was just as important to maintaining 

FOBs and FARPs. Radio operators from MWCS-38 

equipped with tactical satellite radios—the VHF/

UHF-capable AN/PSC-5—were assigned to specific 

air bosses who managed onsite operations to ensure secure voice connectivity. Additionally, Marine 

air traffic control mobile teams were strategically 

positioned to oversee air control operations. 

Captain Jeffrey D. Wrobel and Master Sergeant 

Forrest W. Frazier comprised the headquarters 

element, and they moved throughout the Iraqi 

battlefield, ensuring stable remote air-ground operations, troubleshooting problems, and providing 

invaluable feedback to MACG-38 and its forward 

controlling agencies. In all, the control group 

staffed seven teams to maneuver with MWSG-37 

as it spanned from central Iraq to Tikrit. When the 
104 23 Days to Baghdad

support group’s FOBs and FARPs closed, moved, 

and relocated to other sites, MACG-38 coordinated its relocation and traveled alongside, further 

demonstrating that the air wing could operate as a 

separate aviation maneuver element.

Protecting the Oil Fields

As the remainder of 1st MarDiv crossed into Iraq 

and pushed inland, elements of 3d MAW, the 15th 

MEU, and the Royal Marines consolidated efforts 

and headed east. Their objective was to secure the 

oil fields near the seaport of Umm Qasr, about 30 

miles south of Basrah. The port sparked keen economic and strategic interest because it provided 

the main access point to the Persian Gulf and was 

essential for commercial shipping of oil and other 

commodities. 

During an aerial reconnaissance mission on 20 

March, VMU-2, commanded by Lieutenant Colonel Robert D. Rice, flew one of its Pioneer aircraft 

over a small town and confirmed enemy activity 

through a live data feed to the division command 

post. Intelligence analysts and Pioneer operators 

discovered a large equipment storage and repair 

facility that housed dozens of T-55 tanks and selfpropelled artillery pieces. Together, they shifted 

fires and destroyed the enemy cache aligned in 

defensive positions along RCT-7’s intended attack 

routes, which further endorsed assigning aircraft in 

direct support of 1st MarDiv’s units.19 Eliminating 

an unnecessary “bureaucracy” of command layers 

allowed operators, intelligence sections, and unit 

commanders to aggressively attack and respond to 

dynamic events on the battlefield.20

The Coalition also planned to use Umm Qasr as 

a major offload point for humanitarian supplies. 

Although engaged in combat, Coalition forces kept 

in mind the need to safeguard the Iraqis’ hope for 

Photo by LCpl Alicia M. Anderson.

Defense Imagery 030403-M-5607A-004 

A Marine Corps Harrier prepares to land at one of several FARPs set up in Iraq during the march to Baghdad. 

The ability to quickly refuel and rearm at designated 

hubs allowed pilots to extend their time on target to support ground forces

Photo by LCpl Alicia M. Anderson. 

Defense Imagery 030403-M-5607A-012 

A Marine Corps Harrier is refueled “hot”—with its engine running—by LCpl Brent A. Starns from MWSS-271 

at one of many FARPs operating in Iraq.
Air Operations Intensify 105

economic stability and future growth after the war 

ended. The Coalition quickly seized the oil fields 

and established military control to guard them 

against sabotage. After the port was secured, they 

distributed much-needed humanitarian assistance, 

a key element for the Coalition to be seen by the 

Iraqi people as liberators, rather than invaders. Efforts to seize control of the port, however, came 

with operational risks that challenged pilots and 

aircrews alike. 

During the late evening hours of 20 March, 

MAG-39’s commanding officer, Colonel Richard 

W. Spencer, and the 42 Commando Royal Marines’ 

commanding officer, Lieutenant Colonel F. H. R. 

“Buster” Howes, finalized preparations for an aerial assault mission they had rehearsed since February. The plan called for a helicopter insertion of 

a unit of 550 British troops and tactical vehicles 

onto the al-Faw Peninsula. Based on updated intelligence data, enemy resistance was stronger 

than anticipated on the peninsula, and grave concerns for sabotage warranted an earlier execution 

of the mission. Navy SEAL teams led the assault 

and seized critical oil nodes earlier in the evening, 

paving the way for the British commandos. Before 

the Royal Marines were inserted onto the peninsula, a section of Cobras cleared the zone for the 

troop helicopters.

Leading from his command-and-control Huey, 

Lieutenant Colonel James R. Braden, commanding 

officer of HMLA-169, was the mission commander 

on 21 March. The 44-aircraft mission centered on 

the insertion of the Royal Marines from 42 Commando by a composite helicopter unit comprised 

of CH-46Es, a CH-53E, AH-1Ws, and UH-N1s.21

The landing zone was about a 10-minute helicopter flight from Kuwait. Before the troop insertion, 

an Air Force Lockheed AC-130 Spectre gunship 

spent extra time on target firing into the landing 

zone.22

Just after takeoff from Kuwait, Colonel Braden’s 

aircraft experienced a severe loss of power in one 

engine, forcing an immediate landing, while the 

rest of the aircraft continued on with the mission. 

Braden’s aircrew, along with Colonels Spencer and 

Howes, quickly moved to the standby Huey and 

raced to rejoin the mission. Once airborne, their 

Huey flew into a thick blanket of black clouds that 

Photo by LCpl Matthew J. Decker. Defense Imagery 030324-M-CB246-001

Marines assigned to the 15th MEU fire a 155mm howitzer at Umm Qasr, Iraq, five days after the air campaign began. 
106 23 Days to Baghdad

lingered between 1,000 and 2,000 feet. The winds 

were light at three to four knots from the northwest, but visibility was severely distorted because 

of smoke and dust from the burning oil fields; 

even night-vision goggles were useless. A sketchy 

radio transmission reported that the first wave of 

CH-46Es suffered a downed aircraft on the northern Kuwaiti border near Highway 801, just south 

of Umm Qasr. Initially believing the helicopter 

had experienced maintenance problems, the mission commander forged ahead into the darkness. 

Visibility rapidly deteriorated to the degree that 

flight crews could no longer see objects directly 

in front of them, further complicating an already 

congested airspace filled with 44 aircraft flying in 

circles over the al-Faw Peninsula. Colonel Braden 

vividly recalled the conditions during the evening 

launch: “It was invisible on the goggles, but as 

you entered the dust, you couldn’t see because it 

was black. It put you into nearly instrument conditions. We had strict 3d MAW weather criteria to 

abort a mission given set conditions, if visibility 

was less than 1,000 feet, so when our flight conditions reached the limits, I called for a weather 

abort.”23

During the return flight, Colonel Spencer received reports confirming that the downed CH46E had actually crashed near the Iraq-Kuwait 

border, resulting in casualties for HMM-268; all 

12 on board were killed, including 4 of the U.S. 

Marine aircrew (2 pilots and 2 crew chiefs) and 8 

Royal Marines. Spencer, a Desert Storm veteran, 

made the difficult decision to abort the entire mission after the first wave of aircraft endured detePhoto courtesy of 15th Marine Expeditionary Unit

Maj James B. Hanlon and crewmembers from HMM161 flew primarily escort, transport, and assault support 

missions. During Opening Gambit, as an integral part 

of the 15th MEU, squadron pilots encountered some of 

the worst flying conditions they had ever experienced.

Military personnel assigned to patrol the harbor at Umm Qasr, Iraq, provide port security using an 11-meter rigid 

hull inflatable boat (foreground) and a 25-foot motorboat while U.S. Marines and British forces secure the nearby 

area. 

Photo by Sgt Jeremiah Johnson, USA. Defense Imagery 030326-A-3978J-012 
Air Operations Intensify 107

riorating weather conditions. All aircraft were ordered to return to base. Having personally flown 

through the layers of black dust wearing nightvision goggles and not being able to see objects 

in front of him, he fully realized that most of his 

pilots were likely suffering from severe vertigo.24

Conditions of this nature presented critical safety 

concerns and placed aircrews, passengers, and 

aircraft at grave risk. 

Immediately after the colonel landed in Kuwait, 

he offered condolences to those who had congregated inside the Royal Marine command post. The 

somber period would not fade until after he personally visited the crash site a few days later. Despite the losses, the air campaign continued, and 

the aircrews began supporting outlying operations 

again, primarily with RCT-7, fully engaged in the 

march to Baghdad.25 By late afternoon, the weather improved, and a smaller composite unit of British helicopters successfully landed the troops onto 

the peninsula.26

Meanwhile, HMM-161, from the 15th MEU, 

launched a composite transport and escort mission consisting of eight CH-46Es, five CH-53Es, 

and three UH-1Ns with augmentation by four 

CH-53s from HMM-465. The aircrews rallied at 

Landing Zone Eagle, while the remainder of the 

squadron assumed an additional responsibility 

at Camp Commando, Kuwait, as the I MEF tactical aircraft and personnel recovery team. At 2335 

on 20 March, a company of Marines departed on 

board the first aircraft, commanded by Major Robert V. Boucher. Lieutenant Colonel Steven D. Peters was the assault flight leader, and Major James 

B. Hanlon flew as the escort flight leader. 

After the first helicopter landed, the Marines 

began to take fire, so the second wave returned 

with two UH-1N escorts that provided additional 

close air support as troops were inserted. The CH53E heavy transport helicopters used their external lift capability to transport four Humvees that 

were dropped on the eastern side of the Khawr 

al-Zubayr River across from the port facility. The 

mission was successfully completed at Umm Qasr 

with assistance from Royal Navy mine hunters that 

cleared the waterways of explosives.27

Major Hanlon had been flying Hueys for more 

than a decade during squadron deployments and 

Photo by SPC James P. Johnson, USA. Defense Imagery 030327-A-4543J-007 

Two Kuwaiti oil well control specialists prepare to extinguish a raging oil well fire at the Rumaylah oil field in Basrah 

Province.
108 23 Days to Baghdad

as an instructor with MAWTS-1. On the evening of 

20 March, less than 24 hours after the air campaign 

began, weather conditions complicated the night 

mission. Despite Hanlon’s flight hours and instructor experience, he recalled, 

Flying conditions were horrible and especially at night. . . . Most of Iraq was featureless terrain, so when the moon didn’t light 

the evening sky, it was very hard to discern 

between the ground and sky horizons. Further complicating conditions, the blowing 

dust and sand reduced sight through the 

night-vision goggles. Given the conditions, 

it was extremely difficult to keep oriented 

and flying. At times, our pilots had no option other than to fly the mission and either 

return to base or land in a safe spot until the 

sun rose.28 

Airborne Direct Air Support

Center Overhead

On 21 March, the airborne direct air support center—three Marine KC-130s outfitted to support 

aerial command-and-control missions, mirroring 

the mission performed by the Air Force’s E-3C 

Sentry—began continuous coverage that lasted 

throughout the remainder of offensive operations. 

Although not as sophisticated as the Sentry, the 

KC-130s provided 24-hour aerial battlefield coordination operations and proved to be an invaluable asset. This was particularly true in maintaining 

communications with low-flying aircraft, especially 

helicopters that depended on line-of-sight radio 

transmissions.29 In past operations, helicopters 

were often difficult to monitor because aircrews 

typically flew multiple close air support missions 

for several hours, landing briefly only to refuel and 

rearm. The airborne platform enabled direct communications with helicopters that were relayed to 

the TACC.

Although not routinely used in past operations because of system interface complexities 

and lack of available KC-130s, Colonel McFarland 

envisioned the need for the aerial command-andcontrol capability for this campaign and lobbied 

for the configuration. His confidence in the concept was based on improved communications 

technology, greater system reliability, and dedicated KC-130s. The adapted Hercules, based at 

Shaikh Isa Air Base in Bahrain, often operated 

from FOB Joe Foss in Kuwait, and each direct 

air support center (airborne) configuration was 

declared fully mission capable by late February.30

As the Iraqi skies filled with Coalition aircraft, 

the direct air support center—both main and airborne—managed the airspace that allowed 3d 

MAW aviators to support Marines on the ground. 

Just as Marine Corps sorties were visible at the 

joint force air command center level, the I MEF 

commander, General Conway, recalled days during combat hostilities when multiple U.S. Air Force 

bombers—Boeing B-52 Stratofortresses, Rockwell 

B-1 Lancers, or Northrop Grumman B-2 Spirits—

were carrying up to 60 joint direct attack munitions, flying to support Marine air-ground task 

force operations as well as Air Force A-10s and 

British aircraft.31 Air Force and Navy pilots used 

the Marine Corps command-and-control system 

and conducted joint missions with Marine tactical 

air controllers guiding them to their targets.

Aircraft Readiness

On 21 March, 3d MAW reported a fixed-wing full 

mission capable readiness rate of 69.9 percent and 

a corresponding partial mission capable readiness 

rate of 86.5 percent with secondary or backup systems. The variance was attributed to maintenance 

and parts discrepancies that were pending repair, 

procurement, or replacement. The fixed-wing readiness rates encompassed different aircraft types 

and models and included Harriers, Prowlers, three 

models of Hercules (F, R, and T), and two models 

of Hornets (C and D). For helicopters, the full misMaj Alfred J. Croft Jr. was the officer-in-charge of the 

direct air support center (airborne) air controllers 

who flew 24-hour command-and-control operations 

in specially equipped KC-130 Hercules during the 1st 

MarDiv’s march to Baghdad.

Photo courtesy of Marine Air Control Group 38 
Air Operations Intensify 109

sion capable readiness rate was 76.1 percent, while 

the partial mission capable readiness rate was 90 

percent. The UAV squadron reported rates of 78 

percent and 88.4 percent, respectively.32 The rate 

calculation measured squadron aircraft operability, 

which typically fluctuated based on several variables and trends, such as aircraft flight hours, component failures rates, parts availability, maintenance 

turnaround times, and aircraft modifications.* Given 

the age of the Corps’ helicopters and KC-130s, the 

wing’s rates were impressive, which was a direct 

tribute to the repair, procurement, and management efforts of the aviation and logistics squadrons. 

To foster communications among the air wing, 

group, and operational flying squadrons, 3d MAW 

formed an aviation logistics operation center as 

part of the TACC. The new facility became a hub 

of activity as logisticians expedited critical demands. One of the biggest concerns was stockpiling enough aviation jet fuel (JP8 and 110LL) at 

air bases in Kuwait and at forward sites in Iraq to 

meet future demands. The center hosted a website 

that linked multiple internal and external agencies 

to provide an online forum for tracking real-time 

replacement parts and aircraft status. As the center’s ability to juggle logistical requirements grew, 

it became a critical liaison point with the Marine 

air-ground task force’s 1st Force Service Support 

Group and the Marine Logistics Command at CentCom to ensure delivery of supplies ranging from 

clothing to ammunition and repair parts.33

Relief-in-Place

On 23 March, the 1 (UK) Armoured Division 

achieved a major milestone when it assumed control of the battlespace near Basrah.34 During an 

expeditious 12-hour relief-in-place south of the 

Saddam Canal, 1st MarDiv’s RCT-5 and RCT-7 

transferred their area of responsibility to the British 

16th Air Assault and the 7th Armoured Brigades.35

The transition featured extensive enemy contact. 

Numerous Iraqi vehicles were destroyed and approximately 300 enemy combatants were captured. The most noted Iraqi captive was Saddam 

Hussein’s presidential advisor for scientific and 

technical affairs, Lieutenant General Amir Hamudi 

al-Saadi. Subsequent battle damage assessments 

and personal interviews by the 1st MarDiv with 

enemy prisoners of war captured during the attack 

revealed that a brigade-size force had been waiting for the Marines. The presence of this force further justified the earlier-than-planned night border 

crossing three days earlier.36

Although U.S. and Royal Marines encountered 

pockets of resistance, the Iraqis sabotaged only 9 

of approximately 500 oil wells in the Rumaylah 

complex.37 British forces were then placed to protect the eastern sector of Iraq south of Baghdad 

while the U.S. Army and Marines continued their 

journey north. Before I MEF could declare Opening Gambit a success, the Marines had to cross the 

Euphrates near an-Nasiriyah. 

“Conga Line” at the Euphrates River

This next phase of the journey centered on 1st 

MarDiv splitting its forces along parallel avenues 

of approach toward Baghdad with RCT-5 and RCT7 moving north on Highway 1 and with RCT-1 

traveling on Highway 7. This required Task Force 

Tarawa to move through 1st MarDiv’s area of operation, allowing a safe passage of lines over the 

Euphrates River, while General Brim’s 1 (UK) Armoured Division would remain near Basrah to retain control of the southern oil fields and oversee 

humanitarian relief efforts.38 Coalition forces had 

encountered minimal enemy resistance; however, 

this would change drastically as I MEF approached 

the river crossings. 

For months, 1st MarDiv planners had discussed 

various options with field engineers about opportune crossing sites over the Euphrates. The challenge was to determine which one of three main 

roads would provide the most viable passage over 

the river while also avoiding travel through the 

center of an-Nasiriyah. Although Highway 1 was 

the westernmost road that linked Basrah in the 

south to Baghdad in the north, it initially seemed 

an unlikely option because it was still under construction and clearly the least developed road. 

Highway 8 roughly parallels Highway 1 south of 

the river, and both angled to the north-northwest 

toward Baghdad. Just south of an-Nasiriyah, Highway 7 began as a branch off Highway 8 heading almost due north, crossing the Euphrates, and 

passing through the city to al-Kut. After further 

analyses, Highway 7 appeared to be the optimal 

*A well-established measure within the aircraft logistics and maintenance community, each aircraft type had a mission-essential subsystem matrix that identified which aircraft systems were required to 

conduct a particular mission. If a system could perform all missions, 

it was labeled as full mission capable; if it could only perform some 

of them, it was considered partial mission capable.
110 23 Days to Baghdad

choice for a rapid route to Baghdad. Choosing it, 

however, would violate a basic principle of war—

doing what the enemy expects. 

The road to Baghdad options presented a dilemma between choosing an easier yet more predictable path that Iraqi military units and street 

fighters would most likely defend or selecting a 

more difficult physical route that coincided with 

basic war principles.39 The Marine Corps Intelligence Agency at Quantico, Virginia, had recommended the Highway 1 option for the main effort, 

with RCT-5 in the lead followed by RCT-7 because 

analysts believed defensive positions along this 

route would be minimal. The agency’s rationale 

assumed the enemy would not expect Coalition 

forces to use an unfinished road marked with uneven surfaces and deep ruts as a major avenue 

of advance. Therefore, access to Baghdad along 

Highways 1 and 7 would provide the Marines with 

two key advantages—minimized vulnerability for a 

consolidated enemy attack and eliminating a possible bottleneck at the Euphrates River that would 

jeopardize speed and surprise. 

As a result, RCT-5 and RCT-7 would advance to 

Baghdad on Highway 1 for the next phase of the 

journey, avoiding major contact with the enemy, 

bypassing the Baghdad Republican Guard Division in al-Kut, and further isolating the Iraqi III and 

IV Regular Army Corps. Meanwhile, RCT-1 would 

follow Highway 7 alongside Task Force Tarawa. By 

22 March, forward elements of I MEF had traveled 

about 100 miles north of the Kuwait-Iraq border 

and were quickly approaching the outer limits of 

an-Nasiriyah to begin the bridge crossing. Given 

minimal enemy engagement after moving into Iraq, 

a steady flow of trucks, assault amphibious vehicles, tanks, tactical equipment, and the Marines of 

RCT-5 and RCT-7 converged west of the city and 

formed multiple columns that waited to cross the 

Highway 1 bridge. Major traffic jams slowed tactical movement, but also caused uneasiness among 

commanders and senior staff noncommissioned officers. The bottleneck afforded the enemy an opportunity to deploy chemical weapons or other 

weapons of mass destruction against the massive 

gathering of ground forces in a relatively small area. 

General Amos described the scene best: “It was like 

a conga line that stretched for miles and miles.”40

Photo by Cpl Mace M. Gratz. Defense Imagery 030322-M-IA555-012 

A convoy of light armored vehicles from the 1st LAR travels along Highway 1 on the march to the Euphrates River. 

Numerous unit convoys stretched for miles and created vulnerable backlogs of vehicles and troops waiting to cross 

the river. 
Chapter 9

Battling for the Bridges of an-Nasiriyah

A City Ruled by Fear 

Although an-Nasiriyah was well marked on Coalition maps as a crossroad of three major highways on the way to Baghdad, it was an unfamiliar 

name from a distant land that had little significance for most Americans—until 23 March 2003. 

That day, journalists began reporting about an urban firefight that had ignited between Marines and 

Iraqi forces. It then became known as one of the 

bloodiest fights by Marines during the march to 

Baghdad that was marked by repeated demonstrations of close air support and medical evacuation 

missions—a genuine testimony of Marines taking 

care of Marines in the heat of battle. 

Once a key military and economic player as 

Iraq’s twelfth largest city, an-Nasiriyah had deteriorated into a neglected urban area. Saddam’s regime 

purposely allowed the city’s economic, cultural, 

and physical infrastructure to degrade as punishment because the Shiite-dominated population of 

more than 500,000 opposed his government after 

the Gulf War. The city was held not only by the 

11th Infantry Division, but also by party loyalists, 

the Saddam Fedayeen, and the Baath Party militia. 

These paramilitary groups were poorly equipped 

and trained, but they served an internal policing 

function for the regime via intimidation, including 

murder, to discourage the population from supporting anti-Saddam or Coalition forces. In the 

event, they fought with an intensity and brutality 

greater than the military forces defeated in southern Iraq.1

Bisected by the Euphrates River and bordered 

on the north by the Saddam Canal, the landscape 

around the city was extremely marshy, which precluded a mechanized terrain crossing or even a 

river fording. For RCT-1 and Task Force Tarawa, 

navigating to Baghdad from an-Nasiriyah up Highway 7 required two water crossings: one over the 

Euphrates in the south and the other over the Saddam Canal in the north. There were two bridges 

across each, marking the corners of a rectangle. 

In the midst of a paralyzing sandstorm, RCT-1 Marines corral enemy prisoners of war and suspected fedayeen captured after a firefight north of an-Nasiriyah, Iraq. 

Photo by Cpl Mace M. Gratz. Defense Imagery 030325-M-4779G-052 

111
112 23 Days to Baghdad

An-Nasiriyah rests on the edge of the Arabian Desert and is at the crossroad on the route to Baghdad with the intersection of three major highways—1, 7, and 8. The Euphrates River, flowing west to east, bisects the city center. The 

Saddam Canal runs parallel to the river on the northern edge of the city.

Adapted from a Central Intelligence Agency map by Marine Corps History Division
Battling for the Bridges of an-Nasiriyah 113

The river bridges were called the southwestern and 

southeastern bridges, and the canal crossings were 

deemed the northwestern and northeastern bridges. The three-mile stretch of road that connected 

the eastern crossings and skirted the edge of the 

city was known by U.S. Army planners as “Ambush 

Alley” because a convoy traveling this route would 

be vulnerable to enemy sniper and small-arms attack.2 Regardless, Marines marched north toward 

the city with every intention of bypassing it on the 

way to Baghdad. On the evening of 22 March, elements of Task Force Tarawa camped near the cloverleaf intersection of Highways 7 and 8 just south 

of an-Nasiriyah. Gunnery Sergeant Kevin Berry, 

the operations chief of 1st Battalion, 2d Marines, 

recalled the pause before battle: “It was like most 

other previous nights. We got a bit of sleep. We had 

been eating military prepackaged meals-ready-toeat for over 40 days plus Copenhagen and the first 

sergeant’s coffee for dessert.” 

Seize All of the Bridges

While control of both western and eastern bridges 

made sense based on the rationale that multiple 

crossing points would thwart a potential bottleneck at the Euphrates, the western route would 

force convoys through the densest, most built-up 

areas of Ambush Alley. Adding to concerns, General Conway had received reports that the surface 

Photo by LCpl Bryan J. Nealy. Defense Imagery 030401-M-5455N-003 

An aerial view of a main bridge in northeastern an-Nasiriyah, where intense fighting occurred between U.S. Marines of Task Force Tarawa and Iraqi soldiers and paramilitary. Securing the bridge became vital to ensuring logistical movement as a main supply route to forces positioned in northern Iraq.

BGen Richard F. Natonski, commander of Task Force 

Tarawa, speaks with an embedded journalist after Marines secured the bridges of an-Nasiriyah. Following an 

intensive firefight between U.S. forces and civilian-clad 

enemy combatants, the battle guaranteed multiple crossing sites over the Euphrates River, expediting the march 

to Baghdad.

Photo by LCpl Bryan J. Nealy. 

Defense Imagery 030329-M-5455N-001 
114 23 Days to Baghdad

condition of Highway 1 was in terrible repair with 

deep ruts and gullies, thus jeopardizing the ability to use it as the sole advance and supply route 

for RCT-5 and RCT-7.3

 Despite General Conway’s 

guidance that Marines were to bypass urban areas, 

Task Force Tarawa would have to make their way 

up Ambush Alley.4

 Anticipating that Task Force 

Tarawa would most likely execute a “be prepared 

to” mission, General Natonski was not surprised 

when he received a verbal order on 22 March followed by Fragmentary Order 0 17-03 to capture 

the eastern bridges. 

As an avid reader of military history, General 

Natonski expected that his command might encounter pockets of resistance, possibly leading to 

urban combat. Further supporting the potential 

enemy threat were reports that Saddam’s cousin 

and one of his most trusted loyalists, Ali Hassan al-Majid al-Tikriti, was posted near an-Nasiriyah and ready to defend southern Iraq with 

chemical weapons against approaching ground 

units.* Concerned that an-Nasiriyah could become a distraction and slow the momentum of 

1st MarDiv, General Natonski’s mission gained a 

greater sense of urgency, especially since RCT-1 

was trailing close behind on Highway 7 and was 

eager to move on its route to Baghdad.5

Task Force Tarawa units moved into attack positions about eight miles south of the southeastern bridge, maintaining satellite and secure voice 

communications with the command post at Jalibah. As they began executing their attack plan, 

chatter flooded tactical radio nets with reports of 

an enemy ambush of a U.S. Army convoy that 

had strayed through the city to the north of Task 

Force Tarawa’s position. This caused concern for 

two reasons: fire support coordination plans were 

made with no knowledge of any Coalition units 

in the town, and enemy resistance was still expected to be light. Subsequent reports confirmed 

that an 18-vehicle convoy from the U.S. Army’s 

507th Maintenance Company had taken a series 

of wrong turns into an-Nasiriyah and Ambush Alley. Commanded by Captain Troy K. King, USA, 

the unit mostly consisted of cooks, mechanics, 

and computer technicians who lacked the basic 

infantry skills necessary to defend themselves 

against ambush or attack. The commotion of a 

tactical convoy driving through the center of the 

city caused an immediate reaction from a mix of 

Iraqis from the 11th Infantry Division, fedayeen 

loyalists, and local paramilitary street fighters. 

Initially, enemy forces began attacking the convoy with small arms. The organized enemy forces 

wore uniforms, whereas most of the random street 

fighters wore civilian clothes and ducked in and 

out of public facilities and residential homes in an 

attempt to blend among civilians, making it difficult to return fire. As Iraqi fire intensified, some of 

the U.S. soldiers dismounted their vehicles, while 

others remained near their vehicles trying to repel 

attackers, which attracted even more fire, since 

the enemy perceived a Coalition weakness. 

A firefight quickly developed and lasted about 

60–90 minutes, drawing Colonel Ronald L. Bailey’s 

RCT-2 into the skirmish. At that time, his 1st Battalion, 2d Marines, became fully engaged, attacking through a barrage of enemy artillery, mortar, 

and machine-gun fire to aid the Army unit while 

obtaining medical assistance for wounded soldiers. 

Embedded journalists reported that an enemy ambush had resulted in the deaths and capture of several soldiers, including Private First Class Jessica D. 

Lynch, USA. Major William P. Peeples, a reservist 

and a city planner from Avon, Indiana, was one of 

the first to meet U.S. Army soldiers on a dirt road 

south of the Euphrates River crossing. As commander of Company A, 8th Tank Battalion, Major 

Peeples recognized the severity and proximity of 

the fight and immediately coordinated with headquarters for rescue and casualty evacuation assistance. Still fighting to gain control of the eastern 

bridges and prevent their possible demolition, Task 

Force Tarawa dealt with the disruption, drastically 

changing the original attack plan and threatening a 

planned seizure of all the bridges at 1000. 

In an interview, General Natonski later recalled 

the events on 23 March: 

I understood RCT-2 had encountered some 

small-arms fire when they moved out of their 

attack position south of an-Nasiriyah, but 

when I learned they were clearing buildings 

on both sides of the road . . . I was concerned at the slow pace of their movement, 

fearful they would never get through the city 

in daylight. The flexibility that commandand-control [UH-1N] aircraft permitted me to 

*Nicknamed “Chemical Ali” because he used poison gas against the 

Kurds in northern Iraq during the Gulf War, al-Majid was a concern to 

U.S. commanders because they thought he would use similar weapons against them without hesitation.
Battling for the Bridges of an-Nasiriyah 115

move around the battlefield greatly improved 

my situational awareness and facilitated operations that day as I flew a couple of times 

from the regimental position in Jalibah to 

an-Nasiriyah to personally see the progress. 

Spotting four wounded soldiers in the midst 

of a Marine CH-46 medical evacuation, I subsequently discovered they were from the ambushed Army unit. My thought was twofold. 

We had to rescue the soldiers, yet at the same 

time secure the bridges while we had the 

combat force available and daylight. We later 

learned from an Iraqi executive officer of the 

23d Brigade that they had been emboldened 

that the U.S. Army convoy had been attacked 

so easily . . . so the Iraqis thought they could 

claim an easy victory.6

General Natonski flew back to Jalibah where he 

briefed General Conway by secure telephone. Thirty minutes later, Natonski returned to an-Nasiriyah 

and gained more insight into RCT-2’s attack with 

artillery support and air wing Harriers and Cobras, 

providing aggressive close air support. Meanwhile, 

1st Battalion, 2d Marines, had encountered terrain, 

communications, and logistical hurdles that impacted its assigned roles in securing the bridges. The 

attached Company A, 8th Tank Battalion, was still 

refueling and rearming after the recovery of the 

Army maintenance convoy. As events unfolded, 

Company A held the southeastern bridge, allowing follow-on forces to cross the Euphrates, including Company B along with battalion headquarters, 

which had become bogged down in mud along its 

assigned route. 

Meanwhile, Company C took the initiative and 

assumed the lead, rushing to secure the northeastern bridge over the Saddam Canal; however, 

the unit was unable to inform or coordinate its 

revised role to the battalion headquarters or regimental command staff because of a breakdown in 

communications. As the company pressed north, 

Iraqi regular and irregular forces appeared from 

all directions, popping in and out of buildings and 

firing from rooftops. Because the enemy wore civilian clothes and hid among civilians, Marines 

could not return fire because the rules of engagement prohibited combat unless the enemy was 

positively identified, and the rules also sought to 

minimize damage to the public infrastructure.7

The situation worsened when a rocket-propelled 

grenade (RPG) hit an armored assault vehicle, engulfing it in flames. The explosion killed and seriously wounded several Marines from Company 

C, who repelled enemy forces as best they could 

while requesting medical evacuation assistance, 

artillery, and close air support. 

Close Air Support 

and Forward Air Control

In accordance with Marine Corps doctrine, the tactical air control party and air officer were with 1st 

Battalion headquarters, and two FAC teams were assigned to the assault companies (Company A tanks 

and Company B), leaving one rifle company without an FAC (Company C). An attack pilot had to talk 

with an FAC or the direct air support center before 

engaging or altering altitude.8

 Such coordination 

measures ensured centralized command yet disciplined procedural control of aircraft—a hallmark of 

the Marine air command-and-control system. 

During the early morning hours of 23 March, 

Major Scott S. Hawkins, the FAC assigned to Company A, 8th Tank Battalion, briefed the operational 

situation to this unit as it began moving northward 

toward an-Nasiriyah to seize the bridges:

Here is our plan. We anticipate little or no 

resistance from Republican Guard and fedayeen forces until we advance north of the 

city, where we could expect artillery, tanks, 

and armor. We’re going to be a channelized 

mechanized force approaching a fortified city. 

Tanks are the lead element of the lead battalion for [Task Force] Tarawa. Okay, I want 

Cobra over-launch. 

As Major Hawkins’s unit approached the city, 

he noticed a lone vehicle approaching from the 

opposite direction that quickly turned around in 

the middle of the road. Suspecting that it was a 

military truck, he observed a man with a white 

pickup literally picking up children and shoving 

a woman into the back of this truck as fast as he 

could. As Major Hawkins recounted,

This isn’t good. Twenty seconds later smallarms fire started, followed by mortars. We 

had driven in between two farmhouses. Why 

they decided to take on the lead tanks was 

a mystery. It was pretty dumb. They could 

have let several tanks pass, then they would 

have had plenty of soft-skin targets, but they 
116 23 Days to Baghdad

decided to take us on first. The initial reaction was what tankers do, they turn their 

nose into the fight and spread forward. The 

tanks just went off the road and pushed right 

up to the houses.9

Entering the fight, the tanks responded with 

.50-caliber rounds, transitioning to a troops-incontact formation near a garbage dump that had 

attracted hundreds of huge black flies. Nearby, 

a mangled mess of power lines hung about 40 

feet off the ground—a helicopter’s worst nightmare when trying to land. Meanwhile, a division 

of three MAG-29 AH-1W Cobras from Lieutenant 

Colonel Jeffrey M. Hewlett’s HMLA-269 arrived. 

During this time, the ultra high-frequency radio 

belonging to the 1st Battalion air officer was inoperable, and backup communications between forward units and headquarters staff was intermittent. 

Regardless, Major Hawkins communicated directly 

with pilots, other FACs, and the direct air support 

center to gain situational awareness. Call signs 

listed on the daily air tasking order became cumbersome and confusing, so pilots and controllers 

used aircraft types to retain control of a saturated 

airspace and depended on the familiar voices of 

FACs and direct air support center air controllers 

to ease confusion as pilots rotated and exchanged 

mission information. In retrospect, Hawkins summarized the day’s events as follows: “The Cobras 

were working, and we just wanted to keep them 

overhead. Our biggest fear, shared by Marines on 

the ground, was the Cobras were going to be diverted elsewhere, but they [were] not.”10

Three Types of Close Air Support

Dating back to the 1920s in Nicaragua, close air support techniques gained recognition during 

the Banana Wars in Latin American. In these conflicts, which had one of the first reported instances of the technique, the benefits of using aircraft for offensive operations were demonstrated 

when Marines on the ground directed pilots toward enemy positions by using signal panels.11 From 

that point, technological advancements in aircraft capabilities in conjunction with aircrew and 

controller training, radar, and improved communications continuously refined the techniques. Reliance on the support grew during subsequent conflicts through World War II, Korea, and Vietnam, 

demanding that protocols become more clearly defined to the point that it became a published 

doctrine. 

In the early 1970s, former Marine Corps Commandant General Robert E. Cushman summarized 

the sentiment toward integrating the air-ground team: “I still need Marines who can shoot and 

salute. But I need Marines who can fix jet engines and man sophisticated radar sets, as well.”12

Because the Marine Corps prides itself on air control procedures, these types of close air support 

appeared easier for its pilots and controllers to adapt to than those of the Air Force, even if the 

direct air support center had joint service aircraft in its airspace with pilots wanting to fly Marine 

Corps missions.13

With the new joint close air support publication still in draft status, the Marine Corps defined 

three types of close air support:

• Type I is the most restrictive, requiring the FAC to see the attacking aircraft and the 

target. This reduces the potential for friendly fire incidents or an unintended attack on 

noncombatant targets. 

• Type II requires that the FAC see either the target or the attacking aircraft for individual strikes. 

• Type III is the least restrictive and does not require the FAC to see either the target 

or the attacking aircraft for multiple strikes. Target identification and accurate target 

strike are the responsibility of the pilot, which imposes a higher risk on friendly ground 

forces.* 

*Joint doctrine as found in Joint Publication 3-09.3, Joint Tactics, Techniques, and Procedures for Close Air Support (CAS), 

classifies close air support by three types: type I, type II, and type III.
Battling for the Bridges of an-Nasiriyah 117

Friendly Fire Incident 

During the fight for the bridges, Task Force 

Tarawa experienced a friendly fire incident during a close air support mission flown by U.S. Air 

Force A-10s. Company B’s FAC, Captain Dennis A. 

Santare, conveyed a sense of urgency using the 

“guard” or emergency frequency, which indicated 

“troops-in-contact.” Similar to an emergency 911 

call, temporary pilot discretion was warranted 

when under fire as long as the pilot was under 

positive control of an air controller from a controlling agency, which allowed battlefield interpretation of the rules of engagement. A request for help 

by Company B’s FAC resulted in the immediate response of two Warthog pilots checking in with the 

direct air support center and offering assistance.14

Concerned about casualties, the FAC, with concurrence of Company B’s commander, authorized 

the two A-10s to use type III close air support 

without being aware that Company C had become 

the forward unit at the northeastern Saddam Canal 

Bridge. This particular mission required the aviators to acquire the target and drop ordnance independently of a controller (doctrinally, this scenario 

required authorization by a battalion commander). 

The A-10 pilots spent about 15 minutes coordinating and fine-tuning their on-call mission with the 

controller before dropping their ordnance.15

As requested, the A-10s conducted multiple air 

strikes, dropping eight MK82 500-pound generalpurpose bombs and launching three AGM-65 Maverick air-to-ground missiles as well as strafing with 

their 30mm cannons. They attacked tracked vehicles that were heading south on Highway 7 toward 

Task Force Tarawa, believing they were the enemy 

as no friendly forces had been reported that far 

north.16 In fact, the pilots were attacking elements 

of Company C. By early evening, the company reported that it had lost 18 Marines to both enemy 

RPG hits and the ordnance from the A-10s.17

Although seizing the bridges marked an end to 

battle, it also marked the beginning of an exhaustive investigation into this friendly fire incident.* As 

expected, CentCom appointed a panel led by an 

Air Force brigadier general with a Marine colonel 

advisor. The report, including a comprehensive 

collection of documents and witness statements, 

was completed in 2003 with a version available 

for public review a year later. Attributing the incident to several factors, the findings highlighted 

a breakdown in radio communications; a lack of 

updated enemy intelligence; battlefield confusion 

or the “fog of war”; and a change in the attack, 

which placed Company C as the lead unit without 

situational awareness by higher headquarters. 

The main concern, however, was that Company B’s FAC authorized type III close air support without first obtaining permission from the 

battalion commander. The report noted that the 

ground FAC had not acted recklessly or negligently but was motivated by a desire to assist Marines 

in combat. The report also concluded that of the 

18 Marines lost that day, 8 were attributed solely 

to enemy fire.18 Although the final report cited no 

action against the A-10 aircrews or any battalion 

personnel, it did recommend taking administrative 

or disciplinary action against the FAC for authorizing type III close air support without the battalion commander’s approval. Interestingly, the flight 

tapes from the cockpit voice and video recorders 

were never recovered from either of the Warthog 

pilots who flew the mission. After internal review, 

the Marine Corps sought no action against any of 

the Marines involved in the incident.19 

View From Above

On the morning of 23 March, news circulated quickly over crowded radio frequencies and by word of 

mouth at Jalibah airfield that Marines were fiercely 

engaged with enemy forces near an-Nasiriyah. The 

aircrews scanned radio frequencies, listening to 

bursts of air traffic dialogue among airborne and 

ground FACs, trying to piece together situational 

awareness. Regardless, during the early morning 

hours, F/A-18D Hornets, AV-8B Harriers, UH-1N 

Huey gunships, and AH-1W Cobras flew toward 

an-Nasiriyah and checked in, hoping to answer requests from FACs and the direct air support center 

for immediate close air support missions. Ground 

forces were in trouble, and Task Force Tarawa 

needed attack aircraft overhead. 

Providing 24-hour coverage over an-Nasiriyah, 

aircrews devised a rotation in which aviators contacted air controllers, gained tactical situational 

*DoD Instruction 6055.7, Accident Investigation, Reporting, and Record 

Keeping, requires investigation of friendly fire incidents, as completed 

by the U.S. Air Force for the incident at an-Nasiriyah. The incident and 

subsequent investigation generated internal review among joint service 

commands regarding how to prevent similar occurences in the future. 

As a result, Joint Publication 3-09.3 for close air support was revised, 

and funding requests to procure additional automated tracking systems 

to distinguish between friendly and enemy forces were approved.
118 23 Days to Baghdad

awareness, hit targets (including tanks, mortar positions, recoilless rifles, and small-armed enemy 

positions), refueled, and returned to attack more 

targets. All-weather fighter-attack F/A-18Ds and 

AV-8Bs served dual roles, alternating as airborne 

FACs and aligning with UH-1N and AH-1W gunships to provide continual close air support for 

Task Force Tarawa. Air controllers stacked fixedwing aircraft at different altitudes until they could 

assign on-call missions, while the airborne direct 

air support center controllers, who had just established operations a day earlier, provided oversight 

of helicopter operations. 

Hornets typically flew strike coordination and 

armed reconnaissance missions, since the aircraft 

was a fighter/attack aircraft, but the Litening II targeting pod made it appealing to use Harrier attack jets in these roles as well. Captain Mikel R. 

“Mike” Huber, a MAWTS-1 instructor augmenting 

3d MAW, experienced firsthand the success of the 

Litening II and aircraft capabilities that had been 

developed before the war. Drawing from his perspective at an-Nasiriyah, he recalled:

The targeting pod provided a pretty decent 

sanctuary. You felt good from 15,000 to 

20,000 feet when you can look down with 

the sensor and destroy targets, day or night, 

while the bad guys [are] having a tough time 

seeing or engaging me with antiair missiles. 

When the airplane was configured with this 

sensor, a pilot’s situational awareness inPhoto courtesy of Col Michael D. Visconage

Fixed-wing attack pilots flew countless high-altitude 

missions, searching and striking enemy targets in advance of ground forces. In this photo, an F/A-18 Hornet pilot from VMFA(AW)-121 conducts such a mission, 

further reinforcing the aviation combat element role as 

a separate maneuver element.

LCpl Matthew T. Riddle from MWSS-373 guides an AH-1W Cobra after it refueled at Jalibah Air Base and is about to 

return to an-Nasiriyah. Aviators provided continuous air support coverage, rotating from Jalibah, a major forward 

operating base, until the Marines secured the city almost a week later.

Photo by LCpl Christopher H. Fitzgerald. Defense Imagery 030323-M-2237F-006 
Battling for the Bridges of an-Nasiriyah 119

It Sounded like Getting Hit with a Baseball Bat

Captains Craig H. Streeter and Matthew R. Shenberger had just finished scrolling through the air 

tasking order at Jalibah airfield around 0630 local time, 23 March, when they overheard vague 

reports of troops-in-contact and possibly an engagement involving Marines near an-Nasiriyah, about 

30 miles north of their position. They finished their preflight checks and understood a simple oneword command: “Launch!” Streeter operated initially as an airborne FAC and worked with Major 

Scott Hawkins to help manage the airspace by stacking F/A-18s at different altitudes to await assignment with Cobra gunships. Streeter coordinated a flight of two Marine Hornets using a forward-facing infrared sensor and precision munitions that could destroy targets inside a tree line with pinpoint 

accuracy. Major Hawkins provided immediate feedback to the pilots: “The Marines are loving it.”

When Captain Shenberger joined the fight, he had already flown more than 10 hours and recalled 

the situation about midway through his long day:

Wow, this is pretty serious because we hadn’t even breached the city yet and this was 

happening. My day got interesting about 30 minutes after the Company B tanks got 

bogged down and Company C crossed to secure [the] bridge. We were still trying to assess where the forward line was located, so from my perspective I was just trying to get 

eyes on target. Suddenly, it sounded as if my helicopter was hit with a baseball bat on 

the canopy. It was [a] loud bang and I noticed something fall onto the ground. It looked 

like a red tracer that was burning out, it didn’t seem normal, but my wingman didn’t 

notice anything missing from my aircraft. I was flying fine; my gauges, instruments, and 

engines were working fine. I didn’t have the luxury to go land somewhere and inspect it 

a little more closely, so we continued looking for targets on both sides of Ambush Alley. 

We noticed people fleeing houses and buildings, so it was becoming more difficult to 

distinguish civilians.20

Capt Matthew R. Shenberger (right), a Cobra pilot with 

HMLA-269, flew more than 10 hours during the battle 

of an-Nasiriyah, providing close air support for Task 

Force Tarawa Marines. The squadron’s commanding 

officer, LtCol Jeffrey M. Hewlett, awarded the Distinguished Flying Cross to Capt Shenberger along with 

three other squadron pilots—Capts Brian Kennedy, 

Andrew Dyer, and Eric Buer—for their efforts during 

Operation Iraqi Freedom. 

Photo courtesy of Marine Light Attack Helicopter Squadron 269 

During an engagement, Capt Shenberger’s AH-1W 

was hit by enemy fire. After assessing the damage and 

carefully checking cockpit instruments and gauges, 

he continued flying for a few more hours, unaware 

of the severity of damage to one of the rotor blades.

Photo courtesy of Marine Light Attack Helicopter Squadron 269 
120 23 Days to Baghdad

creases tremendously. As a result, Harriers 

were assigned to fly strike coordination and 

armed reconnaissance missions on the air 

tasking order along with Hornets. . . . It was 

something to see!21

MAG-29, a composite helicopter group from 

New River, North Carolina, played a major role during the an-Nasiriyah battle. Commanded by Colonel Milstead, MAG-29 and Task Force Tarawa had 

jointly trained and traveled together, so aircrews 

naturally wanted to help as the fighting raged. Attached to 3d MAW and consolidated with West 

Coast squadrons, AH-1W Cobra aircrews provided 

continual coverage for hours, conducting close air 

support missions with brief landings at Jalibah for 

a hot refuel before returning to the city. 

A constant rotation cycle worked especially 

well for helicopter crews, who often flew multiple 

missions that totaled 8–12 hours with short replenishment stops. Typically, Cobra aircrews took 30–

45 minutes to fire their missiles before they flew 

a short distance, usually less than 10 minutes, to 

quickly refuel and rearm. Flying at altitudes as low 

as 100 feet and at speeds of 80–120 knots, aviators 

destroyed a mix of well-defended Iraqi targets, including tanks, armed vehicles, mortar positions, 

and recoilless rifles. A typical Cobra ordnance 

load included 2.75-inch Hydra 70 rockets, AGM114 Hellfire missiles, and a M197 20mm cannon.

Casualties and Medical Evacuations 

By midafternoon, helicopter aircrews landing amid 

enemy fire began transporting Marines from the 

an-Nasiriyah battlefield. The direct air support center coordinated medical and casualty evacuation 

missions with flights of CH-46s, CH-53s, and UH1Ns into nearby combat areas to transport fallen 

and seriously wounded Marines to advanced medical facilities.22 Accounting for the location of every 

Marine has always been a high priority and great 

responsibility for commanders, especially in combat environments. Once a casualty is confirmed, a 

team of specially trained Marines follows a detailed 

administrative process and protocol to ensure unit 

and family death notifications are performed with 

utmost respect for the Marine and next of kin. 

In March 2003, the command staff of Marine Corps Forces Europe in Stuttgart, Germany, 

formed a hospital liaison team at Landstuhl Regional Medical Center near Ramstein Air Force 

Base that assisted in processing wounded Marines 

to their final destinations. The team coordinated 

all transportation details from the injury site, the 

medical evacuation out of theater, and throughout 

the recovery period, which meant strict patient accountability and casualty status reporting. During 

the first month of OIF, the hospital liaison team 

received 53 Marines with combat-related injuries; 

in the next month, the facility took in 135 casualties.23 When family members visited the medical 

complex and walked through a maze of corridors 

and reception desks, they had no difficulty finding 

the liaison team’s home since the Marines were 

the only service prominently located inside the facility. 

Command and Control 

in a Saturated Airspace

As demonstrated during the an-Nasiriyah battles, 

the I MEF airspace became saturated with aircraft. 

Communications were jammed as primary radio 

frequencies became overloaded with too many 

voices and the tactical radio frequencies that relayed transmissions from aircrews, air controllers, 

and ground commanders. Regardless, aircrews 

forwarded information about the battle when 

they landed to refuel at Jalibah and other forward 

sites. Despite periods of interrupted communications, other factors enabled the air-ground team 

and MACG-38 control agencies to retain command 

and control of fixed-wing aircraft and, even more 

importantly, the attack helicopters that were flying barely 100 feet above rooftops and power 

lines. When radio transmissions became garbled 

or multiple call signs assigned on the air tasking 

order became too cumbersome to use, the sound 

of familiar voices among the air-ground team 

prevailed, enabling pilots, FACs, and air-ground 

liaison Marines to effectively communicate. The 

effectiveness of Marine systems to exercise centralized command and decentralized control was 

attributed to years of air-ground task force training 

exercises and real-world operations coupled with 

disciplined pilots and air controllers. 

The events that unfolded in an-Nasiriyah reinforced 

the decision of Colonel McFarland, commander of 

MACG-38, to extend kill box communications and 

surveillance coverage to support the northern advances toward Baghdad, so he arranged for an early 

warning-and-control detachment to move forward 
Battling for the Bridges of an-Nasiriyah 121

RCT-2 became the lead unit during the mission to secure the eastern bridges of anNasiriyah. Captain Jeffrey A. Vandaveer, commanding officer of Battery B, 2d Low Altitude Air 

Defense Battalion from MACG-38, had traveled 

with Task Force Tarawa ever since it crossed 

the line of departure. The battalion conducted 

mechanized and motorized combat patrols and 

provided perimeter security, area surveillance, 

target identification, and location information for 

mortar, artillery, and sniper teams. During the 

fight on 23 March, which continued for several 

hours, Captain Vandaveer’s unit set up air and 

perimeter defense alongside RCT-2 and received 

indirect and direct enemy fire. 

One day later, Vandaveer received formal notification from a platoon leader that a Marine 

was missing. Lance Corporal Thomas A. Blair of 

Wagoner, Oklahoma, a battery gunner attached 

to Company C, 1st Battalion, 2d Marines, had 

disappeared during the an-Nasiriyah battle at 

the northeast bridge the previous day. The captain submitted a personnel casualty report with 

duty status “whereabouts unknown” to group 

headquarters along with a wounded in action 

report for another Marine who was hurt in the 

A-10 friendly fire incident. 

With assistance from Task Force Tarawa and 

I MEF headquarters, the air defense battalion 

conducted an extensive search that revealed 

Corporal Blair had been injured and evacuatTwo CH-46 Sea Knights (left) and three CH-53E Super Stallions, all from HMM-364, are parked on the 

ramp at Blair Field in al-Kut, Iraq. 

Photo by LCpl Andrew Williams. 

Defense Imagery 030903-M-UW798-030 

Photo by LCpl Andrew Williams. 

Defense Imagery 030825-M-UW798-015 

Members of 1st MarDiv cross the flight line after exiting a Sea Stallion assigned to HMH-462 at Blair 

Field. Once FOBs were established throughout Iraq, 

Marines were redeployed using transport aircraft as 

an alternative to traveling in the more vulnerable 

ground convoys. 

Blair Field Named to Honor a Fallen Marine

ed from the battlefield. Five days later, the report was proven incorrect when his body was 

identified near the battlespace in an-Nasiriyah. 

Captain Vandaveer then completed a killed-inaction report that initiated the movement of the 

remains to Camp Doha, Kuwait, then to Dover, Delaware, before being sent for burial in 

East Joplin, Missouri. Blair was the first Marine 

Corps low altitude air defense battalion gunner 

killed in combat. General Natonski was deeply 

touched by the sacrifices of the young Marine 

and sought to formally recognize him. On 22 

April, Corporal Blair was memorialized when 

al-Kut airfield was renamed “Blair Field.”24
122 23 Days to Baghdad

to Iraq. Despite initial logistical hurdles in finding 

transportation, the tactical air operations center 

moved from Kuwait to Jalibah FOB. Within three 

days, the detachment linked its TPS-59 and TPS63 radars into the data link system and provided a 

radar picture of the air war. Given its proximity to 

the hub of air operations, the detachment assisted in controlling Marine KC-130 tanker missions 

and directing airborne direct air support center 

aircraft, as needed.26 Direct air support centers on 

the ground or airborne managed the I MEF airspace through altitude separation—dictating that 

fixed-wing aircraft descend no lower than 10,000 

feet, airborne FACs no lower than 5,000 feet, and 

helicopters as low as 100–200 feet.27 The accelerated pace of air operations challenged even the 

most seasoned air controllers considering that 

more than 400 Marine aircraft were in theater.28

The collaboration of well-trained airborne FACs 

with ground tactical air controllers was instrumental in directing aviators to targets and assisting 

MACG-38 in maintaining a safe airspace. Further, 

the two-man F/A-18D Hornets used by 3d MAW in 

the aerial controller role were central to employing aviation as a maneuver element, in which the 

aircrews identified additional targets and directed 

other tactical aircraft to them.

Leveraging this, airborne FAC capabilities supDirect Air Support and Task Force Tarawa

Major Mark D. Tobin was the officer-in-charge of the Task Force Tarawa air support element 

during OIF. He had enlisted as a reservist and achieved the rank of sergeant as a bulk-fueler 

before he was commissioned as a second lieutenant and subsequently chose the Marine Corps as a 

career. With a firsthand understanding of air-ground operations, Major Tobin vividly recalled events 

as the air support element, which mirrored the operations of a direct air support center, neared 

an-Nasiriyah on 23 March:

My Marines weren’t the ones being shot at, but the Marines we were supporting were. 

We had just picked up and moved recently, and we were setting up Task Force Tarawa. 

. . . [The] combat operation center . . . was in a landfill on the outskirts of town. A town 

was right there, about half a click [kilometer] away. We wondered why we were setting 

up here because it was nasty, but we did it anyway. Our senior air director, Captain 

Joanna L. Garcia, was in charge when we got the first call for a medical evacuation. The 

reports started pouring in with hints of how bad it was, so I ran over toward her to get 

a first-hand assessment. My natural instinct was to kind of elbow her, get her out of the 

way, and I’ll take over, but I bit my tongue and I stood back. I’m glad I backed off because she did an incredible job and I was extremely proud of her. I’d been in a direct air 

support center before when a Marine had gotten shot, but this was the first time, ever, 

that I could sense such emotion through a radio in Marines’ voices. 

The 8th Tank Battalion forward air controller, Major Hawkins, was desperately requesting air and we were getting multiple calls and inquires from the combat operations center 

side as well. It was very frustrating because we had a very hard time getting the CH-46s 

into landing zones for medical evacuations. Enemy fires were fierce and the “hot” landing sites were too risky to attempt. However, Captain Eric Garcia from HMLA-269 miraculously and heroically landed and evacuated wounded Marines in a hot landing zone, 

while respectfully loading Marine casualties. With enemy fire all around, Captain Garcia 

and his aircrew saved the lives of several injured Marines that afternoon. 

My controllers even talked to the Air Force A-10 pilots who were involved in the 

friendly fire incident with Company C. We turned the [A-10] pilots over to the forward air 

controller and, [at] that point, we were following proper protocols. For the perspective of 

the battle watchstanders who were on duty that shift, it was a tough couple days. It was 

solemn. We felt the impact of battle as air support Marines. It created a genuine sense of 

reality and seriousness.25
Battling for the Bridges of an-Nasiriyah 123

plemented the demanding workload managed by 

the direct air support center controllers and its 

subordinate air support elements. Hornets were 

particularly welcomed by the direct air support 

center during high tempo peaks when the airspace became saturated because they could “pull” 

or divert the F/A-18s from search-and-destroy missions and redirect pilots for immediate close air 

support. This tactic was much more efficient than 

stacking aircraft until mission assignment. 

In a later interview, Colonel Alles, the MAG11 commanding officer, described the coordination and sequence of events in which the group’s 

Hornet aircrews attacked stationary Iraqi divisions 

north of an-Nasiriyah, near al-Kut. Morning missions were flown to obtain aerial reconnaissance 

imagery for later attack missions. As a result of the 

success of this cycle, Iraqi units virtually disappeared ahead of the ground forces as they moved 

toward Baghdad. Colonel Alles assessed the situation this way:

I believe MAG-11 may have only destroyed 

10 percent of the enemy capability, but our 

approach caused many [personnel] to simply 

abandon their units and equipment. There 

was essentially no organized defense as 

Marine ground units moved up Highway 6 

toward Baghdad. There was an AAA [antiaircraft artillery] threat, but it was mostly visible at night. Ultimately, the MAG suffered no 

battle damage.29

After an-Nasiriyah

As Task Force Tarawa moved deeper into anNasiriyah on 23 March, Marines encountered enemy vehicles, but no trace of the enemy; the Iraqi 

equipment had simply been abandoned. By approximately 1800 on 23 March, Tarawa had seized 

both bridges, and a day later, most of 1st MarDiv 

was north of the Euphrates River. Although the 

combat was most intense for about four hours, the 

increased tempo continued for more than three 

days as the task force secured all of an-Nasiriyah. 

The area remained unsecure for almost a week. 

Fully anticipating a major vehicle convoy backlog 

at the Euphrates crossing, I MEF logisticians had 

compiled a synchronized movement of supplies, 

equipment, and Marines for the first of several river crossings during the march to Baghdad. Supplemented with firepower from Task Force Tarawa 

and close air support from 3d MAW, 1st MarDiv 

split its forces at Highways 1 and 7, crossing the 

Euphrates River at two sites—the eastern bridges 

in town for Highway 7 and the Highway 1 bridge 

to the west of town—and sustaining a momentum 

that exceeded projected timelines. This flow could 

not have been accomplished without continuous, 

24-hour overhead coverage by the wing’s aircrews 

and tireless tactical air controllers. 

By 28 March, Task Force Tarawa had steadily 

moved its forces east of the crossing sites and expanded its control over an-Nasiriyah, eliminating 

remnants of lingering enemy resistance. The task 

force seized an enemy strongpoint at the Tykar 

Hospital in eastern an-Nasiriyah and discovered 

3,000 chemical protective suits along with large 

caches of weapons and ammunition.* At the same 

site, Marines captured more than 500 prisoners 

and gathered evidence regarding the captivity of 

U.S. Army troops who were attacked in Ambush 

Alley earlier, thus improving the likelihood of finding the missing soldiers.30

Seizing the bridges of an-Nasiriyah granted access to Highways 1 and 7 and empowered 1st 

MarDiv and 3d MAW to fix, bypass, and isolate the 

Baghdad Republican Guard Division, along with 

the rest of the Iraqi III and IV Corps, near al-Kut. 

Heading north toward ad-Diwaniyah, RCT-5 and 

RCT-7 crossed the western Highway 1 bridge, as 

RCT-1 moved north along Highway 7 toward alKut. Despite the bloody battle to secure the eastern bridges, intelligence recommendations to use 

the Highway 1 crossing as the main route proved 

to be the correct decision, allowing 1st MarDiv to 

move more than 8,000 vehicles through this choke 

point within 12 hours.31

Although organized Iraqi military forces temporarily disappeared south of the Euphrates River after Task Force Tarawa gained control of the area, 

Saddam unleashed his fedayeen loyalists from 

Baghdad to intimidate the local population, forcing it to resist Coalition forces. As a result, gaining 

control of an-Nasiriyah took longer than expected, 

causing more casualties than projected and expanding the scope of operations along Highways 1 

and 7, which required reinforcements. Task Force 

Tarawa therefore temporarily assumed operational 

*The discovery of such stores, a blatant violation of the Geneva Convention, confirmed that the enemy was using the facility for combatant purposes.
124 23 Days to Baghdad

control of the 15th MEU, the 25th Marines, and 

Task Force Yankee. 

On 29 March, the 24th MEU (SOC), commanded 

by Colonel Richard P. Mills, began supporting Task 

Force Tarawa, increasing General Natonski’s troop 

strength to 13,379 personnel.32 Its aviation combat 

element, HMM-263, was temporarily attached to 

MAG-29 under wing command. The squadron 

watched over RCT-1 as it moved near Qalat Sikar 

Air Base and south of al-Kut north along Highway 

7.* The squadron not only conducted immediate 

air support missions, but also provided assault 

support and played a key role in the movement of 

troops and supplies. 

Throughout the weeklong period to secure the 

area around an-Nasiriyah, General Robling was 

called several times by General Natonski to personally thank the air wing for its support. As General Robling remembered,

The last week of March was particularly 

ugly, and 3d MAW continued to work with 

Task Force Tarawa, giving them what they 

needed. Each night, we would get a call from 

Brigadier General Natonski, thanking us for 

what we had done that day and then projecting what aviation support Task Force Tarawa 

would need next. An-Nasiriyah was our first 

real exposure to the urban fight. It highlighted the fact that aviation can’t do everything 

unless you level an entire area, and Marines 

still have to go in and clear the enemy.33

Although Task Force Tarawa bore the deepest scars from the battle of an-Nasiriyah, 3d MAW 

shared in their loss, flying continuous close air 

support and evacuation missions for the dead and 

wounded amid fierce enemy resistance. The extended firefight stirred emotions, and, in general, 

Marines soon changed their opinion of the enemy 

when they realized they were fighting combatants 

who wore civilian clothing and hid behind women and children. Expecting to encounter the Iraqi 

11th Infantry Division near an-Nasiriyah, the airground commanders did not anticipate such fierce 

resistance from Baathist and fedayeen irregular 

forces and a kaleidoscope of paramilitary forces 

that reportedly included Palestinians, Pakistanis, 

and Chechens. Often, this enemy wore civilian 

clothes while waving white surrender flags, only to 

open fire a few seconds later. Indeed, an-Nasiriyah 

shed light on a much different enemy force than 

expected and planted fresh doubts among intelligence community analysts about initial enemy 

estimates.34

The aftermath of an-Nasiriyah made Marines 

of all ranks eager to reach the enemy’s center of 

gravity: Saddam’s regime in the heart of Baghdad.35 The enemy’s crude war-fighting techniques 

altered air-ground team tactics during the final 

planning effort for the Baghdad offensive, particularly regarding helicopter and urban close air 

support missions.36 In April 2003, General Robling 

provided this perspective on the shift: 

Photo by Sgt Zachary A. Bathon. 

Defense Imagery 030330-M-7371B-004 

A night-vision photo of Marines from the 24th MEU 

(SOC) putting on their gear before moving to a transport 

aircraft destined for Iraq.

*The 24th MEU (SOC) had just finished its participation in a joint 

exercise (Iron Magic 03) in the United Arab Emirates and had its sixmonth deployment extended to participate in OIF.

Photo by LCpl Bryan J. Nealy. 

Defense Imagery 030331-M-5455N-006 

Task Force Tarawa Marines distribute donated food 

supplies for humanitarian relief to Iraqi citizens in anNasiriyah a week after securing the bridges and establishing order in the city.
Battling for the Bridges of an-Nasiriyah 125

We were seeing the 1st Marine Division taking casualties, and Marines were dying. The 

air wing slowed down and reassessed how 

we were fighting and the ground side did 

the same thing. It was just a low time in 

the fight for us, since we had experienced 

many successes up to this point. It may 

have seemed as though we went over the 

edge; however, we tweaked a couple of 

things and focused on what we were doing right. A few days later, the 1st Marine 

Division charged past al-Kut, bypassing the 

Republican Guard Division of the Baghdad 

Division, which reduced the threat to about 

five percent effectiveness. Hardly any enemy remained near the city, and . . . most 

of their weapons had been destroyed. All of 

a sudden, the morale quickly rose, and the 

mood throughout the air wing chronicled 

success again.37

Chapter 10

Baghdad Bound

Stalled by Mother Nature 

On 25 March, a day after I MEF Marines had successfully crossed the Euphrates River, a massive 

sandstorm stalled 3d MAW for nearly three days. 

Sustained winds of 60–70 miles per hour lasted for 

more than 12 hours and ripped through the heart 

of the I MEF area of operations, grounding helicopters and many fixed-wing aircraft. The massive 

storm also created severe conditions for ground 

forces and U.S. Navy carrier groups in the Persian 

Gulf. Further worsening flight conditions, opaque 

layers of dust covered the skies from Baghdad to 

an-Nasiriyah and blended with black smoke from 

oil fields deliberately set ablaze by the Republican 

Guard. 

Weather conditions began deteriorating a day 

earlier, halting flight operations in the central and 

northern area of operations. Air, land, and sea 

forces had few options other than to wait for the 

storm to abate.* At its peak, poor visibility essentially paralyzed the 3d MAW helicopter fleet, forcing aircrews to temporarily set down wherever 

they could find a suitable landing place. Some U.S. 

Air Force and Coalition fixed-wing crews, however, managed to fly high-altitude bombing missions 

near Baghdad and interdiction sorties against the 

Iraqi 6th and 10th Armored Divisions in the vicinity of Basrah. 

The MWSG-37 weather section provided two 

daily 3d MAW weather forecasts for General Amos, 

the tactical air command center battle staff, pilots, 

and subordinate units. A color-coded system categorizing variations in weather conditions depicted 

the weather’s effect on operations. Ironically, the 

meteorological forecast on 25 March indicated a 

“yellow” day for operations, which meant extreme 

weather was not anticipated. 

Despite bad weather and enemy threats, aircrews from HMM-268, under the command of 

Lieutenant Colonel Jerome E. Driscoll, flew medical evacuation missions in the aftermath of the 

fighting at an-Nasiriyah. Despite the difficult role, 

pilots and aircrews ferried wounded Marines to 

medical facilities south of the town and transportCourtesy of Col Charles J. Quilter II

Marine KC-130s were parked at FOB Joe Foss in Kuwait 

during the blinding sandstorm that temporarily slowed 

3d MAW flights the first week of hostilities.

*The Naval Research Laboratory in Monterey, California, monitored 

the situation carefully, and meteorologists remained in constant communication with key commanders via secure electronic mail.

Photo by SSgt Matthew Hannen, USAF. 

Defense Imagery 030326-F-MY389-002 

Sgts David Irland (left) and Gareth Davies, deployed 

from the Royal Air Force’s 101 Squadron, prepare a replacement engine for a Vickers VC-10 C.1K tanker during a fierce sandstorm that began on 25 March. 

127
128 23 Days to Baghdad

ed the dead. When the weather worsened beyond 

safe flight conditions, the CH-46s were temporarily grounded, giving the squadron much-needed 

rest until they could return to their cockpits. 

One morning after only a few hours of sleep, 

Colonel Driscoll was awakened to hear a mission 

brief requiring his squadron’s immediate assistance. Details were sketchy, but an RCT-5 battalion commander—Lieutenant Colonel Carl E. 

Mundy III—had requested immediate evacuation 

for several Marines who were wounded by artillery fire from enemy forces near an-Nasiriyah.

Colonel Driscoll assessed the weather and authorized the mission, selecting Captain Aaron D. 

Eckerberg as the mission commander. The flight 

of two CH-46s—flown by Colonel Driscoll and 

Captain Eckerberg—launched within minutes. 

After the aircraft landed, Colonel Mundy met the 

pilots, providing more details about the mission 

and the circumstances in which a Navy corpsman, Petty Officer Third Class Michael V. Johnson 

Jr., was killed while tending the wounded in the 

midst of the battle at an-Nasiriyah. The body was 

loaded onto Colonel Driscoll’s helicopter while a 

wounded Marine was loaded onto Captain Eckerberg’s aircraft. The pilots were soon airborne, 

heading south toward the nearest hospital facility. 

A few minutes after liftoff, the helicopters ran into 

a blinding wall of brown grit. Although they lost 

communications with each other, both aviators 

reacted immediately. Captain Eckerberg dropped 

down to follow the visual markings of a highway, 

while Driscoll ascended to 4,000 feet to establish 

aircraft separation, thus avoiding chance of a midair collision. 

As Colonel Driscoll flew through the blanket of 

dust clouds, he relied on his instruments to fight 

vertigo. With few options, he landed at the closest 

FARP along Highway 1 to wait out the sandstorm. 

When a Huey landed to refuel, Johnson’s body 

was transferred to it to expedite the movement of 

the sailor’s body out of the combat zone. It was 

a fortunate decision because the unplanned stop 

turned into a two-day ground delay. Captain Eckerberg, on the other hand, successfully navigated 

the storm and transported the wounded Marine to 

Photo courtesy of Marine Light Attack Helicopter Squadron 269

With visibility near zero and ground troops bedded down during the worst days of the sandstorm, aircrews rest at 

Jalibah airfield.
Baghdad Bound 129

a field hospital where the medical staff provided 

an encouraging prognosis.1

While squadrons and units waited for the 

weather to clear, commanders continued preparing for the next phase of the war. At Jalibah, I 

MEF attempted to maintain operations from their 

headquarters as lights flickered and canvas tent 

panels flapped violently in the storm. As a precaution, General Mattis assessed the potential risk of 

the storm’s wrath on operations and temporarily 

transferred forward control of 1st MarDiv headquarters element in Iraq to Camp Commando in 

Kuwait for about 12 hours, until sustained communications were reestablished.2
130 23 Days to Baghdad

On the evening of 26 March, a sizeable assault support mission (based on the number of aircraft) originated from FOB Joe Foss in 

Kuwait. Once the dust storm had abated enough 

to resume safe flight operations, three C-130Ks 

from 70 Squadron of the Royal Air Force based 

in Lyneham, England, arrived and teamed with 

two KC-130 Hercules from VMGR-452. 

The joint mission, flown by pilots Lieutenant Colonel Mark C. Graham, Major William 

H. Holmes, and Wing Commander John Reid 

and their crews, was to deliver much-needed 

logistical resupply at Jalibah airfield and extract 

wounded Marines from the an-Nasiriyah battlefield. Each British aircraft carried 155mm artillery ammunition, rations, and water, while the 

two Marine KC-130s hauled JP-8 aviation fuel. 

One of the Marine aircraft was configured with 

special racks to transport casualties. Of immediate concern were intelligence reports that Iraqi 

units with antiaircraft artillery were still active 

east of Jalibah. 

The Hercules air group, dubbed “HAG,” 

depended on recommendations from its operational staff that included VMGR-234 experts 

Lieutenant Colonels Jerry G. Jamison and Patrick J. Delong and Major Raymond R. Descheneaux. Collectively, they devised a night flight 

plan to minimize exposure to antiaircraft threats 

that called for aircrews to use night-vision goggles and pilots to employ a mixed route approach into Jalibah airfield. 

Major Holmes’s aircraft carried a flight crew of 

three officers and four enlisted Marines, a team 

of two medical officers and five Navy corpsmen, 

and a field historian accompanied by a combat 

photographer. When the aircraft touched down 

at their destination after a 25-minute flight, the 

ground crew was unaware of the assault support nature of the mission and struggled initially 

to accommodate all five aircraft at once. Aircraft 

commanders and loadmasters had trouble maneuvering their aircraft close enough to the refueling point fuel bladders to unload their cargo 

because several helicopters were parked on the 

ramp. Navy Commander Edward W. Hessel had 

pallets of rations and ammunition unloaded onto 

the side of the runway because ramp space was 

unavailable. Once complete, he managed the 

transfer of 16 wounded Marines, along with 1 

patient in critical condition and 1 dead Marine, 

from ambulances onto Major Holmes’s aircraft. 

With assistance from loadmaster Staff Sergeant 

Paul J. Morgado, the medical team rigged an 

oxygen mask for the critically wounded passenger that linked to the aircraft’s oxygen system. 

By 0200 on 27 March, all aircraft were airborne again, with the British C-130Ks returning 

directly to their base near Kuwait City, while the 

two Marine KC-130s flew fast and low toward 

Joe Foss, using evasive tactics to avoid enemy 

antiair threats. Once back on the ground at the 

FOB, the injured were taken off and the body 

of the Marine killed in action was carried from 

the aircraft.3

Critical Joint Assault Support Saves Lives

Marine KC-130s practice evasive maneuvers to avoid 

potential enemy antiaircraft fire during a training 

mission over the Iraqi desert. 

Photo by LCpl Andrew Williams. 

Defense Imagery 030904-M-UW798-012 
Baghdad Bound 131

Seizing Shaykh Hantush Highway

Strip—The First Time

On 27 March, after three days of gale-force winds 

and fierce rain, RCT-5 returned to the battlefield 

during the early morning hours, reenergized and 

ready to resume their attack toward Baghdad. 

Colonel Dunford’s combat team advanced north 

along Highway 1 to the next objective—a wide 

stretch of road called Shaykh Hantush Highway 

Strip, just 15 miles north of ad-Diwaniyah. Despite 

its austere surroundings, it was an important piece 

of terrain because it provided access to the eastwest corridor that General Mattis planned to use 

as he approached Baghdad from the eastern flank. 

However, it soon became an important air operations hub located just 100 miles south of Baghdad.

After the area was secured, the air-ground team 

planned to transform the highway into a FARP, referred to as “QualCom,” which would be one of 

the final resupply points for ground forces before 

crossing the Tigris River and moving to Baghdad.4

Reliance on Marine aviation had grown steadily 

since the beginning of combat operations, and the 

makeshift Shaykh Hantush airstrip would become 

an essential logistical link in that lifeline. KC-130s 

would deliver their cargoes of food, ammunition, 

and fuel in a major replenishment effort to support 

1st MarDiv. 

The division had endured days of a “logistics lite” policy—the rapid movement of troops 

without extra equipment or supplies—after they 

passed through an-Nasiriyah.* Until this point, major resupply missions inside Iraq had been accomplished through ground transportation. With each 

day of the drive to Baghdad, however, the tactical 

Photo courtesy of Col Charles J. Quilter II

Shaykh Hantush airstrip was created by Marines from HMM-365 on what was essentially a four-lane highway. The 

site was planned as a forward refueling and logistics point for the 1st MarDiv before it crossed the Tigris River.

*The “logistics lite” philosophy is similar to the commercial materials management term for when supplies are delivered on a “just in 

time” basis.
132 23 Days to Baghdad

Senior commanders understood that ground 

troops saddled with excess equipment and 

supplies would move more slowly, yet dependence on ground logistical resupply efforts 

placed tremendous risks on ground convoys fed 

by long supply lines on Iraqi roads. Thus, the 

1st FSSG commander, Brigadier General Edward 

Usher, and his deputy commander, Colonel John 

L. Sweeney Jr., studied in-depth the spectrum of 

logistical problems that would likely be encountered in supplying fast-moving ground and aviation combat elements over the 400 miles from 

northern Kuwait to Baghdad. 

Their resulting logistics strategy aligned with 

General Mattis’s philosophy to fight lean. Unnecessary equipment and supplies would not 

be carried by assault troops. They developed a 

“logistics lite” concept that eliminated physical 

burdens from the rapid movement to Baghdad. 

Their plan envisioned the Marine air-ground 

“Logistics Lite” Philosophy

team eschewing long, vulnerable ground supply lines and instead relying on short-notice 

resupply via air when needed. This was a new 

concept for the Marine Corps that challenged 

air-ground logistical planners unlike any previous campaign. They had to plan methods to 

deliver supplies to remote airstrips and forward 

sites deep inside Iraq. This strategy relied on 

Marines using only organic supplies—those 

they carried with them—after they crossed 

the Euphrates River just north of an-Nasiriyah.5

 Small combat service support companies 

would support regimental combat teams to 

satisfy their logistical needs. Numerous I MEF 

situation reports repeatedly cited General Conway’s satisfaction with the new approach of 

logistical support, especially the fuel line hose 

stretching from Kuwait to Jalibah that supplied 

fuel throughout the campaign.6

General Usher’s logistical planning also incorporated contingencies. The far-reaching support 

mission for I MEF was delegated to the Army’s 

337th Theater Support Command, yet its representation during 2002 predeployment site surveys alerted planners to anticipate a potential 

gap in providing basic sustainment items, such 

as food, water, fuel, and ammunition, to frontline Marines.7

 Fortunately, when deficiencies in 

the Army’s system surfaced, Marines could rely 

on their combat service support companies to 

provide the basic supplies. An exception that 

was never fully resolved was the long-standing, 

systemic spare parts shortages for tactical equipment. Many modes of transportation were used 

to get needed supplies to troops deep inside 

enemy territory, including Marine transport and 

third-party national contractors. General Usher 

characterized the Marines’ efforts this way: “It 

was a matter of brute force logistics. It wasn’t 

pretty, it was not elegant. It was just sheer 

adrenaline.”8

On board the USS Kearsarge (LHD 3), Navy aircraft 

handler PO3 Curtis Turner directs a Super Stallion 

from HMH-464 for a combat resupply mission into 

southern Iraq while a second helicopter awaits liftoff 

clearance in the background.

Photo by PO3 Angel Roman-Otero, USN. 

Defense Imagery 030325-N-CF941-032 

convoys became increasingly vulnerable to enemy 

attacks as the supply lines stretched. The Shaykh 

Hantush airstrip eliminated the need for supply by 

long-range ground convoys. 

Visibility was still poor, but RCT-5 moved north, 

focused on securing the airfield despite encountering scattered pockets of enemy fire by irregular 

forces on the sides of the highway. As the combat 

team neared its objective, enemy contact intensified, particularly with several hundred fedayeen 
Baghdad Bound 133

who had fled from ad-Diwaniyah to join fighting 

closer to Baghdad. Although the enemy retreated, 

the Marines encountered sporadic firefights during 

the seizure of the airstrip. Marines engaged paramilitary forces armed with a mix of RPGs, mortars, 

and heavy machine guns near the cloverleaf intersection of Highways 1 and 17 just east of adDiwaniyah. But Marine Corps tanks, artillery, and 

tactical aircraft counterattacked, destroying enemy 

tanks and antiaircraft guns.9

 By midmorning, the 

Iraqis were defeated and had either retreated or 

been killed during the fight. The Marines seized 

the airfield within four hours, yet no one suspected that, by late afternoon, Colonel Dunford 

would be forced to halt his offensive again, not 

due to weather but by a command decision.10 He 

would, however, return three days later to secure 

the same airfield for 3d MAW operations.11

By now, flying conditions had improved throughout the 3d MAW airspace, and it looked as if the 

wing would return to a busy flight schedule. The 

dust storm was followed by a heavy soaking rain 

that transformed the landscape into fields of mud 

and colored the sky with an artist’s pallet of deep 

orange hues. Fixed-wing aircraft focused on shaping operations directed against Baghdad’s Republican Guard Division and resumed interdiction 

missions near Basrah. Despite the muck, the wing 

returned to a normal pace with a full schedule, logging 361 missions. However, the tempo of air operations soon slowed again.12

Operational Pause: Halting

for Bullets, Beans, and Band-Aids 

Despite the speedy and intensive effort to secure 

Hantush airstrip, RCT-5 received a surprising order from the commander of Coalition Forces Land 

Component Command (CFLCC), Army Lieutenant 

General David D. McKiernan, to withdraw from 

the airfield and focus on rear area security. The 

joint staff referred to the withdrawal as “an operational pause.” Although General Mattis disagreed 

with the decision, he executed it. On 27 March, 

the 1st MarDiv commander forwarded the order 

to his subordinate commanders, directing them to 

pause in their attack north and to look to the rear 

to concentrate on securing lines of communications. General Mattis had difficulty issuing a withdrawal order to Colonel Dunford, who had just 

captured the airfield in merely four hours and had 

lost men during the fight. Despite this, 1st MarDiv 

moved into a defensive role and awaited further 

guidance.13 Questions arose regarding another delay en route to Baghdad. Additional inquiry by senior Marine commanders confirmed that the pause 

was a decision by General McKiernan because of 

his concern, expressed earlier by the U.S. Army V 

Corps, that it had exhausted most of its supplies 

during the sandstorm. The consensus among the 

CFLCC staff was that a major resupply was needed before proceeding to Baghdad. By evening, I 

MEF Marines began retracing their route moving 

south. They refrained from calling the movement 

a “withdrawal” and, rather than dwelling on disagreement regarding the pause, they established 

positions near the highway cloverleaf to focus on 

securing the immediate area.

During the Lull

Although the operational pause ordered by the 

CFLCC temporarily slowed the march to Baghdad, the Marines were not idle. During this period, ground forces focused on security patrols, 

cleaning weapons, and mental preparation for the 

attack on Baghdad while combat service support 

Marines resupplied units for the next offensive 

phase. General Mattis directed his commanders 

Relying on years of training and mobile communications experience, SSgt Charles C. Robinett controlled 

hundreds of helicopter and fixed-wing aircraft at several FARPs while assigned as a tactical air controller 

attached to MWSS-371.

Photo courtesy of Cpl Nathan A. Wachter
134 23 Days to Baghdad

to focus on destroying the fedayeen presence in 

nearby ad-Diwaniyah because intelligence reports indicated that the city had become a base 

for displaced terrorists who desperately wanted to 

regroup against Coalition forces. The local population was powerless against the gangs of violent 

fighters clothed in black who controlled their 

streets. The terrorists continued their tactics of 

feigning surrender under white flags when close 

air support aircraft flew overhead, only to resume 

small-arms fire moments later.14

General Amos used the pause to shape the battlefield ahead of the ground forces with aggressive air strikes against enemy artillery, tanks, and 

ammunition storage sites deep inside the I MEF 

zone.15 Because the ground war had started earlier than planned and poor weather had grounded 

many flights, shaping had been minimal. Fixedwing aircraft now focused on deep interdiction 

efforts against the Baghdad Republican Guard 

Division in the vicinity of al-Kut and against the 

6th and 10th Divisions located near al-Amarah 

and Basrah to protect I MEF’s eastern flank. The 

Hornet squadrons were instrumental in controlling and coordinating strikes and aerial reconnaissance missions.16 By 29 March, 3d MAW had flown 

341 missions, which indicated that air operations 

were back to normal despite unplanned interruptions and the operational pause.

Hail to a Hasty FARP

During the division’s advance, the air wing’s five 

flying groups depended on its wing element to 

keep pace—MACG-38 for air control and MWSG37 for aviation ground support. On 28 March, 

these units demonstrated the epitome of teamwork and gained unsolicited attention when enemy forces ambushed a 250-vehicle convoy from 

MWSS-371 on Highway 7 near Ash Shatrah. The 

squadron had spent the last several days in anNasiriyah and was leapfrogging northward to set 

up a new FARP at Qalat Sikar, later referred to as 

Fenway. Although the squadron requested aerial 

escort as it departed an-Nasiriyah, no air assets 

were immediately available. Regardless, the convoy departed in the midafternoon and soon found 

itself amid a winding string of Coalition vehicles. 

As the convoy stretched over miles, it morphed 

into a massive traffic jam, creating a prime opportunity for an enemy ambush.17

Staff Sergeant Charles C. Robinett, a Marine 

air traffic control team leader attached to MWSS371, was riding in the convoy when enemy fire 

erupted. Realizing the convoy desperately needed 

airpower assistance, he submitted two joint tactical air support requests to the airborne direct air 

support center: one was to provide immediate 

close air support to attack enemy positions, and 

the second was for an armed escort as the convoy 

continued its journey north. While Cobras did not 

arrive on-station when requested, random enemy 

fire stopped. As the sun began to set and visibility 

slowly began to fade, however, the convoy was 

attacked again. Corporal Nathan A. Wachter, a fellow tactical air controller, was not surprised because he knew that the enemy liked to attack at 

dusk when night-vision goggles were least effective. Having just completed a 2d MAW tour in Afghanistan during OEF, Corporal Wachter had become adept at combat operations, yet this evening 

proved to be one he would never forget. 

Relieved when he saw four armed AH-1W Cobras circle overhead, Sergeant Robinett nevertheless grew anxious when the aviators relayed that 

their time on-station was minimal because of low 

fuel. Even more disturbing was the direct air support center (airborne) broadcasting the convoy’s 

location by using its 10-digit grid coordinate* as 

the same area where three of the most-wanted 

Iraqi officials were reportedly located. Given 

limited options, Corporal Wachter believed their 

situation was dire and worsening with each passing minute. From his perspective, he worried the 

convoy would sustain casualties and recalled, “We 

still had a lingering firefight at an-Nasiriyah to the 

south; to the north, three wanted Iraqi officials 

were suspected near our location, which threatened our friendly position even more. I thought, 

how do we want our bacon fried?”18

Sergeant Robinett combined innovation with 

sheer determination to defend the convoy and 

devised an unconventional plan that was readily approved by the FARP officer-in-charge. After coordinating briefly with the airborne direct 

air support center and gaining pilot concurrence, 

MWSS-371 Marines prepared for a hasty refueling 

mission on the dirt road in front of the convoy to 

keep the Cobras on-station. Without body armor 

or concern for his own safety, Sergeant Robinett 

*A 10-digit coordinate provided pinpoint accuracy to a location within 1 meter, which was critical when controlling close air support 

missions.
Baghdad Bound 135

jumped from his vehicle with only a manpack 

radio and cleared an area as a makeshift landing zone, where he began controlling the refueling operation. Communicating under fire, the 

sergeant directed the aviators to the landing site 

while Corporal Wachter provided security. Two 

Cobras landed and hot refueled, while the other 

pair of Cobras circled overhead. Sergeant Robinett and Corporal Wachter ran the hasty operation as the convoy moved forward in the dark of 

night, coordinating a total of 12 close air support 

and escort sorties flown by Hornets and Cobras.19

Despite a series of firefights near Ash Shatra, 

the convoy reached Qalat Sikar and established a 

communications node for the FARP by dawn the 

next day. One Marine was killed during the attack 

and another wounded, but Marines responded 

and minimized losses or injuries.20 Named Fenway, the FARP became even more crucial when 

ground convoys were halted temporarily along 

Highway 7. Marines had encountered stiff resistance from paramilitary fighters along this route, 

which endangered ground transportation for almost a week.21

A Leadership Meeting

On 28 March, Army Generals McKiernan and 

Wallace and Marine General Conway convened 

a senior leadership council at Jalibah airfield to 

discuss the upcoming Army and Marine Corps coordinated attack into Baghdad. The Army’s focus 

was on securing the rear areas, completing the resupply effort, engaging the Republican Guard and 

Iraqi paramilitary forces as needed, and seizing 

the capital. After the meeting, General McKiernan 

issued Fragmentary Order 040-03, which outlined 

details from the discussion. 

General Conway focused on the final leg of 

the journey and requested a revised cross-country 

mobility study from the Marine Corps Intelligence 

Activity. The study outlined options for the best 

route from al-Kut to Baghdad without using main 

roads. The intelligence team reviewed recent digital imagery and considered historical late winter 

and early spring weather conditions before recommending a direct approach via Highway 6. Another option that had previously been considered 

was called “Hook Two,” which entailed an eastLtCol Wendy A. Smith, commanding officer of MALS-13, points out an AV-8B Harrier Litening II targeting pod. 

Photo courtesy of Col Charles J. Quilter II
136 23 Days to Baghdad

ward swing south of the city, then an approach 

into it from the northern perimeter. The intent was 

to avoid main roads, such as Highway 6. As briefers outlined the limited options, the I MEF commander listened intently, studied the options, and 

probed for information. After about five minutes, 

General Conway thanked senior liaison officer, 

Lieutenant Colonel Brian L. Sulc, for the briefing. 

All who attended the briefing clearly understood 

that 1st MarDiv would advance into Baghdad by 

way of Highway 6.22

Jump-Starting the March

to Baghdad with Harriers

By 28 March, the 3d MAW’s flight schedule doubled to make up for the slower tempo caused by 

the weather and operational pause. General Robling, assistant wing commander, along with wing 

Sergeant Major Estrada, were among the first from 

the command element to move forward, flying to 

Jalibah airfield. Just four hours before VMA-311 

launched its first flight of the morning on 31 March 

from the Bonhomme Richard, the squadron’s 

commanding officer, Lieutenant Colonel Michael 

K. Hile, received a late change to the air tasking 

order. He was assigned a special high-interest 

mission against eight priority targets to support a 

predawn I MEF raid into Ash Shatrah. The targets 

consisted of a cluster of buildings within the city 

limits near Baath Party headquarters. The mission 

presented major concerns of fratricide and collateral damage, so Harriers were chosen because of 

their proven ability to deliver a 500-pound bomb 

with pinpoint accuracy.23

Colonel Hile, flying as mission commander 

with Captain Duncan as his wingman, led four 

sections of Harriers—two from VMA-311 and two 

from sister squadron VMA-211. Each section was 

assigned two targets in proximity to one another 

with the intent of striking all eight targets within eight minutes. Colonel Hile devised a simple 

plan that reduced conflict of elements by altitude 

with a coordinated attack from each of the four 

cardinal directions to minimize potential overlap 

or confusion. Before the launch, he realized that 

three of the eight targets were on the CentCom 

collateral damage list and required joint command 

approval before striking them. Final clearance to 

engage all eight targets was not received until the 

aircraft were airborne, which meant a formal request to drop ordnance was passed through the 

Marine Corps’ command-and-control agencies, 

specifically, the direct air support center as the 

first tier, followed by a transfer—or hand-off—to 

the tactical air operations center as the final controlling agency. 

Check-in protocols were followed precisely without delay and the timed strike went as 

planned. Bomb damage assessments confirmed 

six of the eight targets were successfully hit without collateral damage. Mission success was attributed to pilot skill; precision-guided munitions; the 

Litening II targeting pod; and the ability to rapidly 

plan, approve, and execute missions among controllers within the Corps’ command-and-control 

agencies.24

On 30 March, Harrier pilots Captains Guy G. 

Berry and Gregory Warrington of VMFA-211 received unexpected praise from embedded journalist and retired Marine Oliver L. North.* The 

Huey that North had been riding in was forced 

down because of engine trouble in the vicinity 

of an-Numaniyah, about 60 miles south of Baghdad. The helicopter landed safely but immediately 

began receiving enemy artillery and mortar fire. 

The crew anticipated enemy infantry would soon 

move toward their position and requested close 

air support. Colonel Savarese, MAG-13’s commanding officer, recalled the situation: 

We had a section of Harriers airborne at the 

time. The pilots had just finished another mission when they received a request for close 

air support. They targeted enemy positions 

closest to the Huey helicopter and provided 

delaying action against enemy infantry moving west. Once cleared, Marine rescue helicopters landed without fire and ferried the 

aircrew and passengers on board to safety. 

It wasn’t until afterward we found out that 

Oliver North was one of the guys in that helicopter. Our squadron was pretty proud.25

Hercules Shuttle 

On 30 March, General Conway met with General 

Mattis at Jalibah to discuss the next steps in jumpstarting the ground scheme of maneuver. They 

confirmed their plan to cross the Tigris River, iso-

*LtCol North, a key figure in the Reagan administration’s Iran-Contra 

Affair while on active duty, was viewed as a friend of the Marine 

Corps.
Baghdad Bound 137

late al-Kut, anticipate release of weapons of mass 

destruction, and begin encircling Baghdad. They 

further decided to employ Task Force Tarawa during the Baghdad offensive by expanding its battlespace.26

The next day, General Amos finalized operational details with General Mattis before the Marines advanced the last 100 miles into the capital 

city where Saddam’s defenses were expected to be 

concentrated. Amos had promised Mattis months 

before the start of OIF that he would do everything he could as the wing commander to support 

1st MarDiv. Undoubtedly, the two generals shared 

a unique bond, which influenced the way the airground team executed the air campaign, so General Amos arranged for a personal meeting with 

the division commander before the final push.27

General Mattis, What Do You Need?

Believing the daily video conference or satellite 

phone call would not suffice, General Amos traveled six hours round-trip to meet with General 

Mattis on 31 March, flying barely 100 feet off the 

ground in a CH-46 Sea Knight to avoid surfaceto-air threats. On the eve of the final move into 

Baghdad, the generals met outdoors and discussed 

plans over maps laid out on the sand. General 

Mattis described his plan for conducting a feint 

northward with RCT-5 moving east and consolidating with RCT-1 and RCT-7 at Highway 6 before 

attacking toward Baghdad.

The meeting did not take more than a few 

hours, yet it confirmed the next steps. General 

Amos promised to deliver whatever General Mattis needed most, which was a shuttle of KC-130s 

filled with food, supplies, and ammunition for the 

Marines, before they made the last leg of the journey north toward Baghdad.28 

Before returning to al-Jaber Air Base, General Amos took a side trip to see where 3d MAW 

would stage one of the most important forward 

air operations of the war—Shaykh Hantush Highway airstrip, a portion of Highway 1. The need to 

resupply 1st MarDiv before the Baghdad offensive began meant KC-130s had to begin delivering 

supplies and cargo in less than 24 hours. General 

Amos wanted to see exactly where the Hercules 

crews would be sent. As his helicopter circled over 

a large grove of date palm trees and prepared to 

land, he saw a welcome sight: Colonel Dunford’s 

RCT-5 vehicles along the highway. Later, Amos 

learned that dozens of enemy fighters had been 

hiding in the trees as he flew in, yet surprisingly, 

none of them took a shot at his aircraft. 

During his tour of the area, the general assessed 

the 8,000-foot runway section of highway and 

asked fellow aviator, Colonel Quilter, who had accompanied him on the trip, for his opinion about 

the feasibility of landing KC-130s on the airstrip. 

The colonel, a retired reserve officer on a leave of 

absence from a civilian airline, kicked the sand near 

the runway edge with the heel of his boot several 

times and replied that he could land a FedEx airplane on the runway. The general nodded and declared the airfield fit for operations; within 24 hours, 

Marines welcomed the roar of KC-130s.29

Shaykh Hantush airstrip was not an ideal site for 

air operations, but the divided superhighway sufficed as a temporary runway for one of 3d MAW’s 

most important missions. General Amos realized 

that neither Hercules aircrews nor aircraft maintenance personnel would enjoy the austere, sandy 

conditions, but the airfield was more suitable than 

other options. Once Amos returned to al-Jaber, he 

briefed his staff about the upcoming mission. RCT5 returned to Shaykh Hantush and seized the area 

within a few hours, this time meeting minimal resistance. Despite indirect fires, RCT-5 engaged the 

Photo courtesy of Col Charles J. Quilter II 

Although MajGens James N. Mattis (left) and James F. 

Amos communicated at least once daily via advanced 

telecommunications media, they chose to meet in person to discuss the air-ground scheme of maneuver as 1st 

MarDiv approached Baghdad. 
138 23 Days to Baghdad

enemy, capturing 15 prisoners and destroying 12 

antiaircraft artillery pieces. MWSG-37 engineers followed closely on the heels of RCT-5 and prepared 

the airfield for operations by installing bladders to 

support a critical fuel farm. The capture of Hantush 

airstrip was a significant victory that not only provided a major air operations hub, it also reinforced 

an enemy perception that the Marines would continue their march to Baghdad up Highway 1. 

By late evening on 31 March, a steady flow of 

deliveries began at the airstrip as a rotation of KC130s landed and unloaded much-needed supplies 

and fuel for 1st MarDiv. Aircraft had been positioned at FOB Joe Foss in Kuwait, which reduced 

flying time and expedited the synchronized shuttle 

operation. Hantush airstrip’s significance could not 

be underestimated. It was the first Hercules-capable 

hard-surface airfield north of the Euphrates River, 

and its proximity to the frontlines facilitated casualty evacuations to medical facilities in rear areas. 

Colonel John A. Toolan, RCT-1’s commander, 

praised 3d MAW, particularly Colonel Anderson’s 

MWSG-37 Marines:

The wing support personnel provided firstclass logistical support. At one time, we didn’t 

have any meals ready-to-eat, or MREs; we 

weren’t starving, but we had little chow left. 

During that opening night of the shuttle, we 

watched the KC-130s flying in on the highway that our unit just crossed. It was pretty 

cool. It was a motivational thing.30

Crossing the Tigris River

EMPLOYING AVIATION TO BYPASS

AND ISOLATE AL-KUT

On 1 April, the operational pause ended almost 

three days of slowed operations. Although the 

decision frustrated Marine Generals Conway, 

Amos, and Mattis, it became a footnote in command chronologies as the air-ground team used 

Map courtesy of 1st Marine Division
Baghdad Bound 139

the period to prepare for regaining momentum for 

the Baghdad offensive.31 Still, approximately 100 

miles south of the capital, 1st MarDiv faced another major waterway—the Tigris River. Unlike the 

Euphrates, this bridge crossing presented less vulnerability for ground forces. RCT-1 protected the 

main division effort from their position south of 

al-Kut on Highway 7 and served as a fixing force 

against the Baghdad Republican Guard Division. 

RCT-5 crossed its line of departure and headed 

east on Route 27 and crossed the Tigris, establishing a blocking position at Highway 6 between 

Baghdad and al-Kut. Meanwhile, RCT-7 continued 

attacking north on Highway 1, past ad-Diwaniyah, 

where it captured an enormous 40-bunker ammunition supply point of the Saddam Fedayeen and 

al-Quds militias.32 After RCT-7 crossed the river, it 

joined the division and relieved elements of RCT-5 

near the town and airfield of an-Numaniyah. 

Searching for enemy activity ahead of RCT-1, 

VMU-1 traveled by convoy from Jalibah to Qalat 

Sikar up Highway 7. By evening, the squadron’s 

UAVs began flying from a fresh FARP, coordinating 

missions with its sister squadron VMU-2, which 

remained at Hantush airstrip. The squadrons provided imagery to the ground forces that aided in 

quickly securing an-Numaniyah Airfield and alKut. 

Sections of fixed-wing aircraft continued shaping the vicinity of al-Kut as early as 23 March, 

providing constant aerial cover and focusing 

on Republican Guard forces well ahead of 1st 

MarDiv. With 3d MAW F/A-18D Hornets as their 

platforms, FAC (airborne) aircrews coordinated 

strikes and flew armed reconnaissance missions 

at targets around the town, once again employing 

aviation as a separate maneuver element.

By the evening of 2 April, 1st MarDiv surrounded al-Kut and was in position to destroy the Republican Guard with the help of 3d MAW airpower 

and 11th Marines artillery. Damage assessments 

showed that a significant portion of Iraqi armor 

and artillery in the area was either destroyed or 

abandoned. The Marines, despite physical obstacles and treacherous terrain viewed as untraversable, had succeeded in diverting attention from 

the Army’s main effort and drawing enemy troops 

from the capital city to engage 1st MarDiv. 

The Iraqi military began unraveling outside 

Baghdad. With only a small number of fedayeen 

and paramilitary fighting units intact, the regime 

had lost communications, control, and access to 

move openly from Baghdad to Basrah.33 As the 

Army and 1st MarDiv tightened their stranglehold 

on Baghdad, they focused on two mechanisms. 

One was to block enemy forces from moving from 

the south and east to the city, and the other was 

to draw Saddam loyalists and paramilitary fighters out of urban areas away from innocent Iraqis. 

By preventing reinforcements from entering Baghdad, the Coalition would further degrade the enemy’s ability to communicate and their willingness 

to fight. 

RESCUING AN AMERICAN

PRISONER OF WAR

As 1st MarDiv approached the outer city limits of 

Baghdad on 1 April, Coalition forces engaged in 

the dramatic rescue inside an Iraqi hospital of Private First Class Jessica Lynch, USA. Her nine-day 

captivity captured the international spotlight after 

her Army unit, the 507th Maintenance Company, 

had been ambushed in an-Nasiriyah. The rescue 

was a joint operation involving each of the four 

main U.S. Services—Air Force AC-130 gunships 

and A-10 Warthogs; Marine Corps AV-8B Harriers 

and helicopters; elite units from the Army’s Special 

Forces and Rangers; and the Navy’s SEAL forces. 

Photo by LCpl Alicia M. Anderson. 

Defense Imagery 030225-M-5607A-010 

Assigned to VMU-1, Cpl John Rocha monitors the GCS2000 Ground Control Station that controls UAVs. 

MACG-38 oversaw the Maine Corps’ only UAV, which 

proved invaluable in providing ground commanders 

with real-time information of enemy activity.
140 23 Days to Baghdad

Designated Task Force 20, the mission resulted not 

only in the rescue of Private Lynch, but outwardly 

demonstrated the U.S. military’s commitment to 

recover its captured and fallen troops.34 Understandably, Task Force Tarawa was eager to participate in this particular mission, especially since 

it involved a soldier from the unit the Marines 

had defended a week earlier. Task Force Tarawa 

teamed with Task Force 20 to develop a rescue 

plan based on sketchy information provided by an 

Iraqi informant about American captives and their 

location. Task Force 20 colocated its command 

post with Task Force Tarawa’s combat operations 

center to craft a plan for a Marine Corps helicopter 

lift, ground troops for landing zone control and 

security, and an Army Special Forces team inside 

the hospital for the rescue. Task Force Tarawa 

would provide countersniper support, deception 

attacks, and also a reaction force to extract Task 

Force 20 in the event that significant opposition 

was encountered.35

The 3d MAW planners were extensively involved in the operation because the complex plan 

required Marine Corps aircraft for assault and close 

air support along with an EA-6B Prowler to suppress enemy air defenses. The wing provided assault support lift helicopters for the Special Forces 

insertion along with close air support and armed 

reconnaissance using the Litening II–equipped 

Harriers.36 The commander of MAG-16, Colonel 

Stuart L. Knoll, took the lead mission planning 

role and assigned Lieutenant Colonel Gregg A. 

Sturdevant, the commanding officer of HMM-165, 

as the assault flight leader along with Lieutenant 

Colonel Daniel C. Deamon, the HMH-465 squadron commander.37 MAG-13’s commanding officer, 

Colonel Savarese, tasked a division of Harriers to 

assist. VMA-211, commanded by Lieutenant Colonel Kevin S. Vest, provided the AV-8Bs for close 

air support and armed reconnaissance over the 

hospital complex. 

Under cover of darkness and with guidance 

from aircraft with global positioning systems and 

night-vision devices, HMM-165 and HMH-465 

Official U.S. Marine Corps photo

BGen Richard F. Natonski (center, sitting with glasses in hand), Task Force Tarawa’s commanding general, plans 

for the joint rescue operation with U.S. Army special operation forces.
Baghdad Bound 141

launched from Tallil Air Base, about 12 miles west 

of an-Nasiriyah. The aircrews flew a mix of 10 CH46 Sea Knights and CH-53 Stallions and successfully inserted 288 Army Rangers in two waves; the 

CH-46s arrived first, followed by the CH-53s. Once 

on the ground, the Rangers quickly established 

perimeter security and then stormed the hospital, 

searching for American prisoners.38 Showcasing 

the Litening II pod’s capabilities, VMA-211 collected digital imagery and provided a real-time stream 

of the rescue operation in progress for the tactical 

air command center battle staff.39 The squadron’s 

intelligence staff assisted the pilots in gathering 

vital digital imagery and footage from the pod sensor and storing it in an online central collection 

repository. In turn, aircrews and squadron intelligence personnel quickly forwarded video imagery 

from mission collections for the air-ground team 

that pinpointed potential enemy target locations 

and provided a more detailed picture of the enemy disposition. This timely distribution and sharing of data among joint commands often triggered 

national asset collection requests for additional 

details and analyses. As a byproduct of this innovation, the intelligence section of VMA-211, led by 

First Lieutenant Alan L. Ramsey, developed new 

procedures for intelligence gathering in support of 

combat missions.40

The joint mission resulted in Lynch’s rescue 

along with the recovery of nine bodies of members of her unit (the remaining members were discovered a few weeks later). The success of this 

mission generated a much-needed morale boost 

among those Marines who had endured losses 

near an-Nasiriyah less than two weeks earlier.41

Patrolling Over Baghdad 

From 19 March to 5 April, the air wing’s statistics 

told the story each day and confirmed that Marine 

aviation, with few exceptions, had supported Marines on the ground. While the Air Force conducted 

strategic bombing missions over Baghdad during 

the initial days of OIF, Marines flew coordinated 

attacks in simultaneous air-ground operations with 

1st MarDiv. The air tasking order, or master flight 

schedule, reflected that the wing flew most of its 

missions in direct support of I MEF until 5 April, 

when the Army’s V Corps and 1st MarDiv circled 

the outskirts of Baghdad and began requesting Marine air support for joint missions. 

Believing that Baghdad was Saddam’s center of 

gravity, CentCom projected that the dictator’s most 

brutal capabilities—the Republican Guard, the 

Special Republican Guard, and chemical weapons 

of mass destruction—would confront Coalition 

forces there. It was expected that Saddam’s conventional forces would establish defined layers of 

defense around the city to protect the inner core 

of power—the heart of command and control, or 

the “Red Zone”—and its geographical boundaries 

that extended to Karbala on the western flank and 

al-Kut on the eastern. 

Senior-level joint planners representing the Air 

Force, the Army’s V Corps, UK forces, and I MEF 

differed in their approaches of how to most effectively secure Baghdad. They had long debated 

this topic even after combat operations had begun. Options ranged from the Army’s concept 

of systematically conducting a series of raids in 

and out of the city to British lessons learned from 

skirmishes in Northern Ireland that favored more 

ground forces augmented with pinpoint snipers 

and shying away from heavy mechanized armor. 

General Mattis expressed a more traditional infantry approach coupled with a dependence on combined arms that easily translated into the Marine 

air-ground task force model.42 The Marine Corps’ 

Warfighting Laboratory at Marine Corps Base 

Quantico, Virginia, had spearheaded several war 

game scenarios and exercises that focused on urban combat that began as early as 1999. At Quantico, the crossroads of the Corps’ officer and staff 

noncommissioned officer training as well as home 

In a daring rescue mission conducted by U.S. Special 

Forces and Task Force Tarawa, PFC Jessica D. Lynch, 

USA, 507th Ordnance Maintenance Company, is returned to military custody after enemy captivity in an 

an-Nasiriyah hospital.

Defense Imagery 030402-D-0000X-004
142 23 Days to Baghdad

of Marine Corps University’s top-level educational 

residence and senior commanders’ courses, urban 

operations were a familiar topic.43

On 3 April, General McKiernan assessed the 

situation and finalized the Baghdad attack plan, 

issuing Fragmentary Order 124 that outlined the 

geographic boundaries between I MEF and V 

Corps. The military order clearly divided territory 

between the two commands at the Tigris River 

(with the Marines on the east) and described a coordinated attack. Coalition forces moved around 

the outskirts of Baghdad much sooner than the 55 

days originally projected by 3d MAW planners.44

As 1st MarDiv headed north, the air wing began 

supporting an increasing number of joint missions. Overall, the number of missions flown in 

direct support of Marines steadily declined as the 

sortie rate increased for direct support—up to 25–

30 percent—for the Coalition FLCC offensive. Aircrews established a 24-hour presence overhead, 

maintaining a FAC (airborne) to direct close air 

support attack aircraft. 

On 5 April, the wing’s assignments included 

14 reconnaissance missions in support of I MEF 

collection requests; strikes against two military 

camps near al-Amarah and Batra with Marine 

Corps, Navy, and UK aircraft; and a coordinated 

attack with Air Force B-52 high-altitude bombers 

near al-Amarah. As ground forces circled Baghdad 

for the final offensive, the wing continued providing Marine aviation overhead until the city was 

seized.45 Eventually, FACs declared air supremacy 

over Iraq, and the first Coalition aircraft landed at 

Baghdad International Airport, signifying major air 

campaign milestones.46

Meanwhile, Marines and Army ground forces attacked along the steep and muddy banks of the Diyala River that emptied into the Tigris River, gaining 

more territory around the capital. The Diyala River 

crossing was not as easy as originally briefed, but 

it was a critical and unavoidable path to Baghdad. 

Regardless of the physical obstacles, the Marines 

expanded a bridgehead over the river and captured 

the Rasheed military airport on the eastern edge 

Photo by LCpl Andrew P. Roufs. Defense Imagery 030403-M-DC117-102 

Marine AH-1Ws provide close air support for elements of the 1st LAR, 1st MarDiv, during an ambush by Iraqi forces 

in northern Iraq.
Baghdad Bound 143

of the city. RCT-5 advanced to Baghdad from the 

north while RCT-7 became the lead unit, advancing from the south with RCT-1 on its flank.47 The 

wing aircrews focused on the al-Nida Republican 

Guard Division west of Baghdad and the Medina 

Republican Guard Division to the south, along the 

Tigris. As RCT-5 moved south, attack aircraft ensured that enemy forces did not follow the unit’s 

path toward the city or exit it to build a defensive 

perimeter.48 Additional 3d MAW and joint air strike 

missions were directed at the Rasheed military airport complex to secure it as well.49

Salman Pak East Airfield

By 8 April, another challenge arose that required 

immediate assistance from 3d MAW. General Mattis reported that the division had just a one-day 

supply of rations and ammunition remaining as 

the division focused on joining V Corps for a final 

southern assault toward Baghdad.50 As the division consolidated forces and advanced northward 

along Highway 6 to begin the offensive with the 

Army’s 3d Infantry Division, the air wing prepared 

to establish another FARP. General Amos had 

studied maps in anticipation that the wing might 

need another airstrip closer to Baghdad, particularly to support helicopter operations nearer to 

the fight, so he selected Salman Pak. This was a 

suitable airfield in a small town about 20 miles 

southeast of Baghdad, not far off Highway 6. 

Ironically, area citizens reported that it had been 

a training camp for Iraqi special forces, where a 

Boeing 707 fuselage was allegedly used for aerial 

hijack scenario training.51 Although it had a longer runway than an alternate option, there was 

no intelligence regarding its condition or the possibility of enemy threat. The air wing needed help 

securing the runway, and General Mattis quickly 

obliged by tasking a light armored reconaissance 

unit to secure the runway, which rid the airstrip and adjacent areas of visible enemy threats.

Supported by Cobras overhead, RCT-5 once 

Photo by LCpl Andrew P. Roufs. Defense Imagery 030402-M-DC117-022 

Armed with AGM-114 Hellfire missiles, Marine Cobras provide close air support as light armored vehicles with the 

1st MarDiv move into position during a firefight on the outskirts of Baghdad.
144 23 Days to Baghdad

again led the advance and, with some casualties, successfully secured the airfield. Lieutenant 

Colonel Chris A. Lamson’s MWSS-372, along with 

engineers from a Navy Seabee detachment, then 

cleared obstacles to open the 9,000-foot-long runway. Once 3d MAW gained control of the runway, General Amos called Colonel Milstead, the 

MAG-29 commander, and conveyed his plan: “The 

attack on Baghdad has started and RCT-5 is running out of artillery shells. They need food. I want 

you to take your MAG-29 flag and a half a dozen 

of your attack helicopters and some logistics—I 

want you to establish a presence. I want to have 

an aviation command element on the ground at 

Salman Pak today!” 

As General Amos recalled,

Colonel Milstead positioned a mix helicopters 

up there—at first, two Hueys, four Cobras, 

four CH-53s, and two CH-46s, along with additional Hueys and Cobras later.52 Assigned 

to RCT-5, Marine Wing Support Squadron 

371 set-up fuel bladders, and by nightfall, 

KC-130s began deliveries of ammunition and 

supplies. I had one of the largest KC-130 

deployments ever recorded in one location, 

so we filled KC-130s front to back with the 

meals-ready-to-eat [MREs] and ammunition 

for these guys. I had no idea where the food 

would come from, but I just assumed the logisticians got them from a supply point in 

Kuwait. Later I learned my guys retrieved the 

meals from nearby 3d MAW stockpiles and 

wherever else they could find more stashes 

to give to the Marines who were headed into 

Baghdad.53 

The KC-130s flew all night onto a very narrow 

runway, probably 75 feet wide and 8,000–9,000 

feet long. The runway was in fairly good shape 

because the engineers cleaned it off, but most 

runways are about 150–175 feet wide. Since there 

was no room to turn around, pilots would land, 

reverse the engines, back up, and go forward until 

the aircraft was turned in the opposite direction 

for immediate takeoff. “It was very, very varsity 

flying,” noted Amos. The next morning during the 

morning video conference call, General Mattis repeatedly praised 3d MAW.54

Once secured, Salman Pak became an active 

A KC-130 Hercules from VMGR-234 delivers cargo at Salman Pak. The airfield became a logistical hub of activity with a steady flow of aircraft delivering food, supplies, and ammunition to the 1st MarDiv just days before the 

Baghdad attack.

Photo courtesy of Col Charles J. Quilter II
Baghdad Bound 145

hub of air operations for the final leg of the Baghdad offensive. One of the first tenants to arrive 

was VMU-2 with its RQ-2B Pioneer UAVs. The 

squadron had been leapfrogging from one FARP 

to another, supporting I MEF throughout combat 

operations. Once settled at Salman Pak, flights resumed and operators focused on collecting imagery within a few miles of Baghdad, providing full 

coverage of the city to detect enemy movement. 

VMU-2 flew 133 combat hours and 32 sorties in 

support of 1st MarDiv. When no viable targets remained because they had either been destroyed 

or had deserted, the squadron packed up again 

on 20 April and headed south toward al-Kut to 

operate from Blair Field.55 Despite the rapid pace, 

squadron morale remained high and was boosted 

even more when Marines received their first mail 

since crossing the border from Kuwait. 

Meanwhile, VMU-1 rotated between units, flying from Qalat Sikar the first few days of April to 

support RCT-1 near al-Kut, then supporting Task 

Force Tarawa at al-Amarah and an-Numaniyah, 

farther south of Baghdad. The squadron flew surveillance missions to support the many convoys 

heading through the city and monitored large 

demonstrations there. On 25 April, it moved to 

ad-Diwaniyah.56

The nonstop flying during the final days of 

the assault into Baghdad meant the maintenance 

crews at Salman Pak worked around the clock to 

repair and rearm attack helicopters for the fight. 

Referred to as Yankee FARP, aviation ground support dispensed more than 127,300 gallons of fuel 

to 386 aircraft during air operations there, and 

KC-130s delivered pallets of supplies.57 To show 

his appreciation for what MWSG-37 had done to 

expeditiously secure and prepare the airfield for 

operations, General Amos arranged a special delivery of fruit on one of the KC-130 flights.58

Urban Close Air Support

over Baghdad

As the Baghdad offensive loomed, the likelihood 

of conducting close air support in an urban area 

became almost certain. Thus, the aviation asset 

of choice was the attack helicopter because of its 

maneuvering capabilities in confined spaces at 

low altitude and the proficiency of their aviators 

in engaging targets. The helicopters carried a nearprecision weapons load of tube-launched, optically tracked, wire-guided missiles and 20mm guns.59

Based on the rules of engagement, which required 

positive identification of enemy targets before engaging to minimize civilian casualties and damage 

to civilian property, helicopter gunships seemed 

the ideal platform. While air support may have 

been welcomed by ground forces, gunship use 

presented an extremely high risk for the aircraft 

and their crews who would be exposed to enemy 

small-arms and rocket fire from rooftops and alleyways. In addition, spotty communications with 

FACs and limited suppression of enemy fire increased the overall risks. Planners wanted to avoid 

a Mogadishu-type situation* with downed aircraft 

in downtown Baghdad, so reducing risks and improving the safety of aircrew were top priorities.

General Amos planned to use attack helicopters cautiously during the final offensive, accepting that they had suffered extensive wear-and-tear 

and battle damage in previous combat. Although 

willing to commit the assets, he equally understood and expressed that Marine aviation tactics 

required major modifications to counter the enemy’s tactics in an urban area. As the general clearly stated, “We can’t just willy-nilly take Cobras and 

Hueys at 150 or 200 feet over the top of the grunts 

[ground troops] while they advance deeper into 

the core of Baghdad, an urban setting with over 

five million people, just to hover with the ground 

forces. If we did, we would lose our pilots and 

the aircraft; and once you’ve lost them, they’re irreplaceable. So we, 3d MAW, changed tactics.”60

I MEF Air Officer, Colonel Paul K. Hopper, had 

been deeply involved in developing the urban air 

attack plan on Baghdad. Among the continuously 

changing battlefield dynamics to which he had to 

adapt was the modification of the size and shape 

of the restricted operation zone around Baghdad 

by the Coalition forces air component commander. The zone was a control measure similar to the 

air control battlefield coordination line that distinguished unit boundaries when coordinating combined arms and fire support plans. The boundary 

change benefited the Marine Corps because the Air 

Force air support operations center was unable to 

control the I MEF area of operations. As a result, 

the control agency turned over I MEF aircraft to the 

*During the joint Operation Restore Hope in Mogadishu, Somalia, 

in 1993, Army helicopters were shot down in urban areas, leaving 

aircrews and soldiers surrounded by the enemy in a hostile city with 

little or no chance of escape or rescue.
146 23 Days to Baghdad

direct air support center, which pleased the MACG38 staff and controllers. During the Baghdad air 

campaign, I MEF eased air space coordination by 

offering all Marine Corps sorties in direct support 

of the joint force air component commander for 

the remainder of combat operations.61

General Amos requested that a team of instructors deploy from MAWTS-1 and be assigned 

in various positions to support the air campaign. 

Even the squadron’s commanding officer, Colonel Raymond C. Fox, volunteered to deploy. One 

morning a few days before the Baghdad offensive, 

General Amos assigned Colonel Fox to develop 

revised tactics based on a better understanding of 

the enemy after an-Nasiriyah. His task was to offer 

a better method of employing Cobras and Hueys 

to support Marines fighting in an urban environment. Responding to the urgency of the moment, 

he devised a box formation in which two Cobras 

would lead with a few thousand feet of separation followed by two Hueys. Because Cobra crews 

could see the enemy in front and to their sides 

but not to their rear, the Hueys would cover their 

“six” with the extra eyes and weapons of each 

Photo by SSgt Michael R. Picklo. Defense Imagery 030514-M-TI721-002 

The 33d Commandant of the Marine Corps, Gen Michael W. Hagee, is briefed by Col Raymond C. Fox, commanding officer of MAWTS-1. Fox was one of four battle 

captains in the tactical command center during Operation Iraqi Freedom.

A ground aviation support crew from MWSS-373 loads Hellfire missiles while refueling an AH-1W Super Cobra from 

HMLA-276 in Tikrit.

Photo by LCpl Nicholous L. Radloff. Defense Imagery 030414-M-5654R-026 
Baghdad Bound 147

of their two door gunners at the ready. General 

Amos called this formation “smart flying” because 

he wanted the crews to return safely and fly again 

the next day in fully operable aircraft.64

Despite aircraft strengths and pilot skills, Cobra 

gunships repeatedly received enemy fire when 

flying urban close air support missions. By the 

time I MEF reached Baghdad, almost 40 percent 

(or 22) of the deployed Cobras and 2 Hueys had 

sustained battle damage.65 Commonly cited by 

ground Marines as their close air support weapon 

of choice, the Cobras’ battle damage came primarily from small-arms fire that hit rotor blades, hydraulic systems, and fuel cells.66

As 1st MarDiv moved closer to Baghdad, General Natonski’s Task Force Tarawa veered toward 

the eastern part of Iraq to confront the 10th Armored Division in the vicinity of al-Amarah. General McKiernan viewed the Iraqi force as a potential threat that had not been encountered during 

combat operations. On 8 April, Task Force Tarawa 

coordinated Coalition air strikes on the remaining 

elements of the division.67

A Shattered Statue

and a Regime Change

On 9 April, Marines arrived in Baghdad after a rapid 

move from northern Kuwait that took three weeks. Senior commanders, fully expecting a seven-week trek 

to enter the capital, were pleased. Planners expected a 

fierce fight and assumed the city would be heavily defended because it represented Saddam’s economic, political, and military power base. With the conventional 

enemy threat severely diminished along the 400-mile 

route from Kuwait, Marine air-ground task force efforts 

focused on quickly seizing the city. Ridding Baghdad 

of Saddam loyalists was one of I MEF’s objectives. 

The three regimental combat teams and the 

11th Marines divided the eastern part of the city 

into four discrete battle sectors. The regimental commanders each exercised central authority 

to secure their respective areas and protect the 

civilian population. The intent was to neutralize 

remnants of enemy resistance with continual foot 

and vehicle patrols and begin meeting with local governmental officials and civilians who could 

The EA-6B Prowler Disrupts Enemy Artillery Attack

Although CentCom determined that enemy electronic warfare was not a threat, Prowlers flew 

jamming and psychological operations missions to further confuse their command-and-control 

network. The Marine Corps deployed two of its four Marine Tactical Electronic Warfare Squadrons 

(VMAQs)—VMAQ-1 and VMAQ-2—from 2d MAW out of Cherry Point, North Carolina, to Prince 

Sultan Air Base, Saudi Arabia, in February 2003. During seven weeks supporting Operation Southern Watch and subsequently OIF, VMAQ-1 logged 1,129 combat hours and flew 197 combat sorties 

while VMAQ-2 flew more than 1,000 combat hours.62

On 7 April, RCT-1 never realized that a lone Prowler most likely prevented several unit causalities 

because of the aircraft’s sophisticated capabilities. As RCT-1’s lead unit prepared to cross the southern bridge over the Diyala River near the southeastern edge of downtown Baghdad, an operator 

from a nearby radio battalion intercepted a series of transmissions revealing enemy plans to destroy the bridge with artillery. The information was quickly forwarded to the regimental air officer, 

who sent an electronic warfare support request to the direct air support center. The air controller 

quickly located an EA-6B and assigned it to disrupt Iraqi communications, while also coordinating 

friendly troop positions. Although Prowler joint air requests typically entailed longer response times 

and additional levels of command-and-control protocols, the quick reactions by all involved—the 

communicator, air officer, air controller, and aircrew—most likely avoided casualties by thwarting 

enemy plans. 

A strong advocate of electronic warfare capabilities, Lieutenant Colonel Wade C. Hall, a former 

VMAQ-3 commanding officer, served as the 3d MAW electronic warfare officer on the tactical air 

command center battle staff. Familiar with the circumstances, Colonel Hall believed this mission 

saved Marines despite their not knowing that the Prowler was patrolling and protecting them from 

overhead.63
148 23 Days to Baghdad

identify Saddam loyalists.68 RCT-5 encountered 

the most activity with lingering resistance from fedayeen and paramilitary fighters as it approached 

Baghdad from the north. Concurrently, the Army 

controlled the area west of the Tigris River. Together, the Marines and Army reduced lingering 

enemy resistance by projecting a visible presence 

on the streets of Baghdad. General Mattis allowed 

subordinate commanders to determine whether 

their units would attack the city while wearing 

bulky protective suits. The sense was that Saddam 

would only use weapons of mass destruction as 

Coalition forces neared the city, not where he and 

the core of his elite resided.69

Crowds of civilians expressed welcome by waving and giving thumbs-up gestures. Cheers and 

chants of praise welcomed the Marines who first 

drove tactical vehicles into the core of Baghdad. 

When an RCT-5 advance patrol moved cautiously 

toward a prison compound, they were pleasantly 

surprised by their discovery. Instead of enemy resisters, a large gate opened and more than 100 

children clad in threadbare clothing fled from the 

building toward the Marines. Several children ran 

with crossed arms as if they may have been accustomed to handcuffs or some type of restraints; 

however, they quickly changed their body language and joined nearby Iraqis with echoes of 

“thanks” and “good.”70

Later that day, Marines witnessed history in the 

Map courtesy of 1st Marine Division
Baghdad Bound 149

making as Iraqi civilians began taking ownership 

of their country that had been ruled for almost 

24 years by a brutal dictator. Iraqis gathered in 

the streets to embrace their newfound freedom by 

toppling a large statue of Saddam Hussein overlooking Firdos Square in downtown Baghdad. 

Iraqis used shoes, sledgehammers, cardboard 

boxes, sticks, and even garbage to topple the statue that depicted the Iraqi president standing tall 

in a civilian suit, right arm raised in a wave to 

his people. They flailed at it for a while before a 

Marine M88 tank retriever tore it down. The Iraqis 

then attacked the fallen statue. 

On 10 April, RCT-5 seized Azimiyah Palace, one 

of Saddam’s opulent dwellings. The 1st Battalion, 

5th Marines, also received two fragmentary orders to search a site suspected of holding captive 

prisoners of war and seize the Imam Abu Hanifah Mosque where Saddam reportedly had been 

sighted only hours earlier. RCT-5 took fire from 

small arms and RPGs. One Marine was killed and 

42 others were injured, but by evening Marines 

had killed hundreds of fedayeen fighters.71 The 

3d MAW’s close air support and medical evacuations helped reduce initial resistance in this part 

of the city.72 A major milestone was achieved by 

capturing the capital without a massive counterattack from conventional Iraqi military forces. Marines cautiously patrolled the streets of Baghdad 

as fixed-wing aircraft and tactical helicopters patrolled unchallenged above. 

On 11 April, 3d MAW flew only 174 missions 

with just 33 percent in direct support of Air Force 

General Moseley, the Coalition forces air component commander. Although a slowdown was nearing, the air wing kept its airborne FAC patrol on 

standby for immediate Marine close air support 

missions. After 23 days of sustained air operations, 

Baghdad collapsed quickly. Once the city was 

secured, Marine aircrews reverted to supporting 

I MEF, but with a noticeably scaled-down schedule. The Moseley-Amos prewar handshake had 

surpassed expectations and defined an improved 

strategy for managing joint airspace. Although 

conventional military firefights subsided as Marines established a visible presence, new threats 

emerged inside the capital that were unexpected 

in scope, presenting a host of new challenges. The 

exodus of Saddam Hussein’s government and civic 

leaders provided a ripe environment for civil unrest fueled by street gangs, looters, and irregular 

paramilitary resistance. Baghdad quickly became a 

city of transition and turmoil. 

Photo courtesy of 1st Marine Division

Cpl Edward Chin of Company B, 1st Tank Battalion, 

drapes an American flag over the head of a statue of 

Saddam Hussein in Baghdad’s Firdos Square. Moments 

later, he was ordered to replace it with an Iraqi flag. 

Photo courtesy of Col Charles J. Quilter II

SgtMaj John L. Estrada of 3d MAW sits in a chair in one 

of Saddam Hussein’s opulent palaces. 

Part IV

TRANSITION TO SECURITY AND

STABILITY OPERATIONS

Chapter 11

Regime Removal

Regime Removal

Seizing Baghdad had always been a prerequisite 

for implementing regime change, but civil unrest 

and looting had to be controlled, public utilities had to be restored, and security had to be in 

place before Coalition forces could offer humanitarian aid to the Iraqi population. Iraqi government workers’ failure to report to work further 

compounded this dynamic situation. It appeared 

that most of the once-loyal supporters of Saddam Hussein’s powerful regime seemed to have 

simply vanished, while looters, the unemployed, 

and opportunists took their places, stealing and 

stockpiling food and supplies from vendors and 

unprotected storefronts.1

General Conway, the I MEF commander, was 

reminded of the 24-hour shift in operations after a 

civilian suicide bomber blew himself up, injuring 

five Marines from RCT-5 in downtown Baghdad. 

Only blocks away, Marines also faced random firefights from paramilitary fighters while carrying out 

security activities, such as protecting international 

Red Cross facilities. It was a picture book scenario 

of the “three-block war” concept, introduced by 

the 31st Commandant of the Marine Corps, General 

Charles C. Krulak. Describing a post–Cold War battlefield, the Commandant envisioned Marines performing a variety of simultaneous missions ranging 

from hostilities to peacekeeping and humanitarian relief.2

 General Conway provided a first-hand 

view of Baghdad just one day after Coalition forces 

A Marine M1A1 main battle tank with Company C, 1st Tank Battalion, drives through downtown Baghdad en route 

to a new assembly area just five days after the fall of the city.

Photo by Sgt Paul L. Anstine II. Defense Imagery 030414-M-UR305-021

153
154 23 Days to Baghdad

Photo by LCpl Christopher H. Fitzgerald. Defense Imagery 030420-M-YA501-002 

Flying over Baghdad on 20 April 2003, a CH-46E Sea Knight from HMM-165 flies past the Iran-Iraq War Memorial 

without encountering any antiaircraft or small-arms fire.

A Marine Corps explosive ordnance disposal unit destroys an enemy ammunition cache at a Republican Guard base 

in Iraq during Operation Iraqi Freedom.

Photo by Sgt Mauricio Campino. Defense Imagery 030417-M-DA916-024 
Regime Removal 155

seized the city: it was “a sobering reminder . . . 

that much work remains to be done.” The Marines 

“must . . . quickly transition to Phase IV Stage B 

civil-military/humanitarian assistance operations to 

stabilize the situation and demonstrate our resolve 

to . . . the newly liberated . . . [Iraqis].”3

Although various security and stabilization options had been debated for months at CentCom 

headquarters in Tampa, the final approach for 

conducting a regime change and post-hostility 

operations was not as deliberate or as clearly defined as the other three operational phases—preparation, battle shaping, and decisive action—of 

OPLAN 1003V. This revelation was mostly attributed to the fact that the plan did not address details 

about civil-military operations that would require 

integrated military, economic, and political solutions and collaboration among U.S. Department of 

Defense, other government sectors, and Coalition 

partners. Instead, it centered on seizing the southern Iraqi oil fields, removing the regime, and locating weapons of mass destruction. In fact, the I 

MEF sequel to OPLAN 1003V that addressed posthostility operations was dated 20 April—almost 

two weeks after the fall Baghdad. That document 

described I MEF’s area of operations as bounded 

by the Iran-Iraq border on the east and north and 

by the al-Faw Peninsula in the southern part of 

the country; I MEF now covered nine governates 

within southern Iraq.4

Security and stabilization operations in Baghdad 

proved to be one of the most difficult phases of 

the campaign to implement, particularly restoring 

public utilities such as electricity, water, and telephone service, along with providing humanitarian 

assistance for the Iraqi people. Assessing the chaPhoto by Maj Kathleen A. Hoard. Defense Imagery 030424-M-RL900-010 

Marine Corps LtCol Dave Long (center rear), Army SFC T. Bucci, and Army Maj Phil Osterli (right)—with members 

of I MEF and 3d Civil Affairs Group—give soccer balls and cookies to the head instructors at a newly renovated high 

school in Umm Qasr.
156 23 Days to Baghdad

os, General Mattis, 1st MarDiv commander, chose 

not to wait for higher headquarters direction and 

established a civil-military operations center in 

downtown Baghdad at the Palestine Hotel.* With 

the 11th Marines providing oversight and with assistance from RCT-1 and RCT-7, the center held 

daily meetings with former and current Iraqi civic 

leaders and nongovernmental organizations, including the International Federation of Red Cross 

and Red Crescent Societies (IFRC)** and Doctors 

Without Borders.5

 Small strides were achieved in 

meeting basic survival needs—food, shelter, and 

clothing—in a city with six million residents. The 

operations center became a magnet of action and 

hope, attracting Iraqis wishing to practice their 

newly discovered right of free speech. In essence, 

it was a small band-aid for the wounds of war 

until the Army’s 3d Infantry Division conducted its 

turnover on 21 April.6

Unsure of the future operational tempo, 3d 

MAW continued a 24-hour presence over Baghdad with on-call close air support. This continued 

until 14 April, when combat activities in Baghdad 

slowed significantly. Fortunately, strict adherence 

to rules of engagement by the wing during combat 

operations paid gigantic dividends as the narrow 

scope of collateral damage reduced the need for 

extensive reconstruction efforts.

Map courtesy of Marine Aircraft Group 29

*Typically, the Marine Corps does not engage in such large-scale civilmilitary activities, but Gen Mattis understood that the Iraqi people 

had been oppressed for years and needed an immediate sense of 

normalcy in their lives.

**The IFRC is most commonly known as the International Red Cross. 

IFRC was founded in Paris in 1919 in the aftermath of World War I, 

and its early efforts focused primarily on prisoners of war and other 

combatants. Today, the IFRC is the world’s largest humanitarian organization, and it focuses on vulnerable populations across the globe.
Regime Removal 157

Expanding Operations North to Tikrit

As 1st MarDiv gained control of Baghdad, General Conway issued a formal warning order on 11 

April stating that elements of I MEF would proceed 

farther north to Kirkuk. The continuing offensive 

beyond Baghdad was to seek suspected enemy 

remnants and capture the northern oil fields. Sustainment operations would be stretched even further with the addition of another 150 miles to the 

strained logistical flow. Regardless, Generals Conway and Mattis relied on General Amos’s 3d MAW 

to maneuver ahead of and with the ground forces, 

once again. The wing’s fleet of KC-130s along with 

its CH-53 Super Stallion and CH-46 Sea Knight cargo and transport helicopters and MWSG-37 once 

again ramped up their operational tempo. 

The rapid successes the next day when Kurdish 

and U.S. Army Special Forces seized the northern 

oil fields in Kirkuk altered those plans. Although I 

MEF was still ordered to deploy north of Baghdad, 

it was now directed toward Saddam’s hometown 

of Tikrit. It had been a stronghold of support for 

him and was likely harboring loyalists of the Special Republican Guard and paramilitary irregulars 

who would take a final stand against the Coalition 

forces. 

Despite no extant plans to support air operations 100 miles north of Baghdad, General Amos’s 

planners expanded 3d MAW’s area of operations 

to Tikrit. This meant gaining control of aircraft in 

a new airspace while redeploying aircraft, equipment, and wing personnel. The I MEF air branch, 

headed by Colonel Hopper, orchestrated the bulk 

of this effort, focusing on a way for military and 

civilian aircraft to share the airspace. The redeployment of air operations near Tikrit set a priority 

for vital close air support and medical evacuations 

while developing a management plan to accommodate commercial aviation use for future reconstruction efforts.7

Third MAW attributed this accomplishment to 

MWSG-37, particularly its engineer support Marines. At nearby an-Numaniyah airfield, aviation 

ground support crews made essential runway repairs, repeating similar tasks they had performed 

on multiple occasions throughout 1st MarDiv’s assault in Iraq. The teamwork paid off within 48 

hours when KC-130s began landing safely, initiating a renewed flow of supply support. One of the 

first flights landed with General Conway on board 

and the aircrew delivered critical light armored vehicle repair parts. 

On 11 April, MAG-13’s commanding officer, 

Colonel Savarese, led one of the first Harrier 

sections north of Baghdad into the newly built 

A Marine Corps KC-130’s cargo, including MREs, is unloaded for ground troops at an-Numaniyah Airfield.

Photo courtesy of Col Charles J. Quilter II
158 23 Days to Baghdad

an-Numaniyah airfield, code-named Three Rivers FOB.8

 Deep inside Iraq, Colonel Savarese assessed the airfield’s condition. If the condition 

was acceptable for flight operations, the group 

would have much more time on-station and could 

facilitate more responsive strike coordination and 

armed reconnaissance missions. Over the rest 

of the month, MAG-13 squadrons logged 327.5 

hours and more than 165 sorties at Three Rivers 

supporting the ground combat element.9

Organizing Task Force Tripoli

In response to the newly assigned offensive, General Mattis formed a joint task force for the Tikrit 

mission—Task Force Tripoli—led by assistant division commander and newly promoted Brigadier 

General John F. Kelly. It consisted of three light 

armored reconnaissance battalions reinforced by 

artillery from 11th Marines, aviation from 3d MAW, 

ground logistical support elements, and a Navy 

SEAL team. Named in honor of Lieutenant Presley 

O’Bannon’s 1805 desert march, Task Force Tripoli 

headed north with less than 12 hours notice with 

a force of 4,000 troops and about 600 wheeled 

vehicles.10 General Kelly’s orders were to rid the 

town of any remnants of Saddam’s leadership. 

Given the urgency to continue the momentum 

north, there was no time for excessive planning 

or a detailed operational order, but the force was 

well equipped with a varied assortment of combined arms—particularly 3d MAW and its precision munitions.

On 12 April, a mix of KC-130s, CH-46s, and 

CH-53s supported the task force while Cobras 

and Harriers provided armed escort and close air 

support overhead and 3d FSSG trailed close behind.11 MAG-29 supplied the bulk of helicopter assets for the push up Highway 1 to Tikrit because 

its composite mix of tactical, transport, and utility helicopters offered “one-stop shopping.” Still 

operating until late April from Salman Pak, MAG29 detached from 3d MAW and returned to Task 

Force Tarawa as its aviation combat element, flying primarily from Blair Field. 

Navy corpsman Derek Fingland, assigned to MALS-29, stands watch next to a CH-46E Sea Knight from HMM-162 

as it refuels at an-Numaniyah.

Photo by MSgt Howard J. Farrell. Defense Imagery 030406-M-KS959-135 
Regime Removal 159

Elements of MACG-38 joined MWSG-37 by 

ground convoy—encountering small-arms fire 

along the 100-mile route—to set up tactical communications for the assault at a FARP dubbed Tikrit 

South. The FARP was operational until 21 April, 

when 3d MAW’s operational tempo slowed and air 

operations began moving south. At one point, the 

convoy was flagged down by attack helicopters 

that desperately needed fuel. Without hesitation, 

air controllers and ground aviation crews formed 

a “hasty” FARP for the Cobras near Samarah, about 

50 miles south of Tikrit, further demonstrating the 

ability of the air-ground team to stretch its logistical support beyond expectations.12 As Task Force 

Tripoli neared Tikrit’s city limits, they initially 

passed through friendly sectors with cheering and 

waving Iraqis, but sentiments became more hostile closer to the city core. An abundance of Saddam Hussein statues, murals, and paintings clearly 

marked the town of his birth.13

Rescue Mission of Seven

American Soldiers

On 13 April, Marines made headlines when they 

joined efforts to rescue seven Americans from 

Samarah, a small village about 75 miles north of 

Baghdad. Members of Task Force Tarawa from 

3d LAR Battalion were advancing toward Tikrit, 

intending to keep civilian traffic from interfering 

with tanks also headed to the city, when they received intelligence about American prisoners of 

war located nearby. With little information, an 

Iraqi informant escorted the Marines to a building 

where they found, under guard, U.S. Army soldiers believed to be members of the 507th Maintenance Company who had been ambushed during 

the battle of an-Nasiriyah a few weeks earlier.

The Marines rescued the soldiers without a fight 

from the guards and moved them to a waiting 

CH-46 from HMM-165, which airlifted all seven 

injured prisoners—five from the 507th and two 

Army attack helicopter pilots—to safety, landing 

at an-Numaniyah airfield south of Baghdad. Farther south, the KC-130 aircrew from VMGR-452, 

a reserve squadron from Stewart, New York, had 

just finished loading pallets of mail for delivery to 

forward sites in Iraq when they received different 

orders—to rescue American soldiers. The aircraft 

commander, Major William H. Holmes, had the 

mail cargo quickly unloaded and the cabin outfitted to accommodate wounded passengers. 

At an-Numaniyah, the former captives were 

transferred to the KC-130 and flown directly to 

Kuwait International Airport. As the aircraft taxied 

to its parking spot, the aircrew hung an American flag from the back of the plane.14 The repatriA light-enhanced photograph shows an explosion resulting from Coalition aircraft attacking hostile forces in Saddam 

Hussein’s hometown of Tikrit on 14 April 2003.

Photo by Sgt Nicholas S. Hizer. Defense Imagery 030414-M-UE267-009 
160 23 Days to Baghdad

ated Americans cheered as they exited the aircraft 

alongside their Marine liberators and were greeted 

by a host of reporters. Corporal Richard S. Austin, the KC-130’s loadmaster from Kansas, recalled, 

“Being a part of the POWs’ return was a definite 

highlight of serving in Operation Iraqi Freedom. 

That was the best mission we’ve had since this 

operation began. It feels great to be a part of their 

return to freedom. It’s an important and memorable highlight for the crew. We will never forget 

this mission.”15

The mission was an inspiring morale booster at 

3d MAW, especially for those Marines who were 

closely involved. It demonstrated the lengths to 

which U.S. forces will go for their fellow Americans. In many ways, the mission became one of 

the defining events that marked the end of the 

combat air campaign

Post-Hostilities, Diplomacy, and

Humanitarian Assistance

By mid April, the U.S.-led Coalition had successfully removed Saddam’s dominant Baath Party from 

power in Baghdad and Tikrit, ending decades of 

brutality against the populace and defiance of UN 

Security Council resolutions. Although Saddam 

was not immediately captured after Baghdad fell, 

the now-leaderless nation fell under Coalition control.* On 21 April, a transitional government—the 

Coalition Provisional Authority—was established 

under the leadership of retired Army Lieutenant 

General Jay M. Garner.** General Garner’s tenure, 

however, was short-lived. On 6 May 2003, he was 

replaced by 23-year State Department veteran L. 

Paul Bremer III, a career diplomat who was proclaimed one of the world’s leading experts on 

crisis management, terrorism, and homeland security. Unfortunately, Bremer made two decisions 

during his tenure that were questioned by military 

leaders and the media at the beginning of phase 

Photo courtesy of Cpl Michael Leitenberger

Marine Corps Cpl Christopher Castro (seated left) and LCpl Curney Russell II (standing right) speak with U.S. Army 

soldiers SPC Joseph Hudson, CWO-2 David S. Williams, and CWO-2 Ronald D. Young Jr. about their rescue on 13 

April 2003. This photograph was taken on the KC-130 commanded by Maj William H. Holmes while en route from 

Iraq to Kuwait City.

*Until elections were held in 2004, Iraq’s interim government relied 

on the Coalition Provisional Authority to provide assistance and advice regarding administrative, political, economic, welfare, and reconstitution matters.

**The UN Security Council also encouraged other countries to assist by authorizing more than 60 nations to compete for contracts to 

rebuild Iraq.
Regime Removal 161

IV operations: removing members of the Baath 

Party from public service—de-Baathification—and 

disbanding the Iraqi military. Bremer’s rationale 

for these decisions was summarized in a personal 

account published by the Washington Post four 

years later. His article compared Saddam Hussein’s 

regime to that of Nazi Germany. In Bremer’s view, 

Iraq also had no option other than to abolish the 

Baath Party and the Iraqi Army if any hope would 

be offered for the Iraqi people.16

After securing Baghdad and ridding Tikrit of 

Saddam’s loyalists, General Conway recalled a 

conversation with senior Army commander General McKiernan about what the Marines would 

do next. Feeling confident about the Marines’ accomplishments, General Conway noted, “‘Marines 

don’t do nation-building.’ My boss quickly told me 

to get my Marines south and conduct reconstruction efforts until I can get YOU relieved.”17 In the 

end, a small Marine presence remained in Iraq for 

nearly five more months, conducting security and 

stability activities. 

Meanwhile, as the 1st MarDiv was busy securing 

Baghdad and Tikrit, Task Force Tarawa maintained 

security in southern Iraq, ranging from an-Nasiriyah 

along Highways 1 and 7, and orchestrated humanitarian relief. Far to the north on the Iraq-Turkey 

border, Major General Henry P. Osman, II MEF’s 

Photo by LCpl Christopher G. Graham. 

Defense Imagery 030604-M-IW639-022 

A group of Iraqi youths show their support at the alMoter Secondary School in the town of al-Hillah, where 

local Iraqi officials along with U.S. Marines and soldiers 

assigned to civil affairs units paid wages for teachers to 

support school activities and boost morale. 

Cpl Richard James, assigned to MWSS-373, offers a bottle of water to an Iraqi boy at a FARP in northern Iraq. 

Photo by LCpl Jason L. Andrade. Defense Imagery 030430-M-5972A-017
162 23 Days to Baghdad

commander, had deployed during the first few 

days of combat operations without much notice. 

The expeditionary force was anticipating largescale humanitarian efforts that would be needed 

after Baghdad fell and phase IV operations began. 

With mentorship from retired General Anthony 

C. Zinni, General Osman formed a small headquarters and established a military coordination 

and liaison command with the sole purpose of reinforcing political stability on the northern border. 

He later recalled, 

First, it started out as this . . . joint task force 

to execute a kind of Provide Comfort type of 

mission. But as the thing began to develop, 

I realized I was going to be in a liaison coordination role with whomever would show 

up, up there, coordinating efforts between 

the militia that the Kurds and the Peshmerga 

[Kurds who fight for a free Kurdish state] had, 

about 75,000 between them. And then coordination between the various factions was 

really critical, and that I think became . . . our 

main effort; however, in the end, a massive 

. . . humanitarian effort was really needed.18
Chapter 12

Redeploying the Air Wing

Closing Kill Boxes and Winding Down

A few days after the fall of Baghdad, 3d MAW 

closed its kill boxes, which signified a drastic 

slowdown in combat-related air support requests. 

By 15 April, 3d MAW was flying 45 percent fewer 

missions than at the peak of combat operations 

because enemy targets either had been destroyed 

or no new targets were identified. On 18 April, 

Marine air operations waned even more when the 

Army’s 3d Infantry Division, 358th Civil Affairs 

Brigade, deliberate assessment team relieved 1st 

MarDiv of eastern Baghdad responsibilities, and 

the 4th Infantry Division relieved Task Force 

Tripoli in Tikrit. These two changes in areas of 

responsibilities enabled 1st MarDiv to head south 

toward its new command post in ad-Diwaniyah.1

Three days later, the airborne direct air support 

center halted 24-hour operations, ending with 850 

flight hours while directing 2,261 helicopter and 

210 fixed-wing missions.2

On 1 May 2003, President Bush, outfitted in 

full flight gear, landed on the fight deck of the 

USS Abraham Lincoln (CVN 72) and stated to 

the nation that major combat operations in Iraq 

were over. This announcement initiated a flurry 

of activity among the Marine air-ground team that 

focused on planning for an arduous, yet welcome, 

redeployment home to the East and West Coasts. 

The manpower division of Headquarters Marine 

Corps issued Marine Administrative Message 

228/03, which ended its stop-loss action, thus 

President George W. Bush poses for a photograph with sailors on board the aircraft carrier USS Abraham Lincoln

(CVN 72). While on board, the president addressed and praised the sailors who were returning from a recordbreaking 10-month deployment in support of Operation Iraqi Freedom.

Photo by PO3 Tyler J. Clements, USN. Defense Imagery 030501-N-LN737-087

163
164 23 Days to Baghdad

further confirming that personnel were no longer 

restricted from requesting separation, retirement, 

or transfer actions, and administrators could 

continue with normal succession planning. 

Under Deployment Order 164—the same one 

that sent 3d MAW to Kuwait and Iraq five months 

earlier—General Amos’s staff devised a phased 

redeployment schedule that began on 5 May with 

movement of squadrons and aircraft to Marine 

Corps Air Stations at Miramar, Yuma, Cherry Point, 

Beaufort, New River, and numerous reserve sites. 

On the opposite end of the spectrum, planners 

coordinated retention of a much smaller force in 

Iraq, consolidating FARPs to bases at al-Hillah, 

al-Kut, and Tallil. Ahmed al-Jaber Air Base was 

essentially shut down, and 3d MAW moved its 

command element to Ali al-Salem.

MAG-16 began shuttling from Jalibah and Ali 

al-Salem to the USS Boxer (LHD 4) on 9 May, 

transferring HMM-161 to its parent command, the 

15th MEU (SOC); HMM-165 remained with 3d 

MAW (Forward). Fixed- and rotary-wing squadrons 

returned to ATF-West and ATF-East with liberty 

stops in Australia and Portugal, respectively, as 

remaining 3d MAW personnel boarded military 

and commercial flights for their journey home.3

Before units departed, the 3d MAW band 

played in a series of performances during the final 

days of May, scheduling several events at Camp 

Commando and Ali al-Salem in Kuwait and a more 

somber Memorial Day ceremony at Ahmed al-Jaber 

Air Base on 26 May. During combat operations, 

the band supported perimeter security tasks and 

assisted with duties at Ahmed al-Jaber. 

On 6 June, General Amos left Iraq, entrusting 

assistant wing commander General Robling with 

the final phase of Iraqi operations. Assuming 

duties as 3d MAW (Forward) commanding general, 

Robling retained the bulk of MAG-39 to continue 

supporting I MEF with security and stability 

activities. It was augmented by a detachment 

of KC-130s, a Harrier squadron from VMA-214, 

and MWSS-371 for aviation ground support. By 

30 June, 3d MAW had decreased its personnel 

Photo by LCpl Andrew Williams. Defense Imagery 030913-M-UW798-005 

In September 2003, LtCol Thomas F. Dietrich (right), commanding officer of VMGR-234, shakes the hand of one of 

his Marine reservists after returning to home base in Fort Worth, Texas, following a long deployment in support of 

Operation Iraqi Freedom. 
Redeploying the Air Wing 165

strength within the CentCom area of operations to 

3,500 Marines and sailors; however, the urgency 

and intensity of varied tactical, logistical, and 

goodwill missions were nonetheless just as critical 

during the remaining months of the operation.4

The smaller Marine air-ground task force 

remained in place and conducted a range of 

missions. By 15 June, 3d MAW distributed its fleet 

of 106 aircraft across five sites: MAG-39 main 

air operations were based at Ali al-Salem; KC130s and Harriers were at Ahmed al-Jaber; and 

smaller detachments of helicopters colocated with 

Army medical evacuation helicopters at Tallil, adDiwaniyah, and al-Kut.5

 Daily sorties included 

medical evacuations, logistical resupply, dignitary 

transportation, armed reconnaissance patrols, and 

on-call or strip alerts. The fleet of Super Stallions 

that remained behind was instrumental in moving 

cargo along resupply routes and in escorting a 

surge of dignitaries for tours of Iraq. 

The hot summer months in Iraq were brutal for the 

air-ground team, yet Marines and sailors continued 

to dispense much-needed medical supplies and 

services along with deliveries of educational items 

to remote areas across Iraq. All of these efforts 

Photo by Col Charles J. Quilter II

The 3d MAW band performs prior to redeployment to home base.

Marines from VMGR-234 conduct a preflight inspection 

of a KC-130 Hercules at Baghdad International Airport. 

The desert sand and dust were particularly hard on 

engines and propellers, yet maintenance crews kept the 

aircraft flying. 

Photo by LCpl Andrew Williams. 

Defense Imagery 030807-M-UW798-009 
166 23 Days to Baghdad

Photo by LCpl Andrew Williams. Defense Imagery 030903-M-UW798-006 

On the same day that the Polish-led multinational division assumed control of the I MEF area of operations, 3d 

MAW held a promotion ceremony at Camp Babylon, Iraq, for Sgt Brandon Whisler (center). Flanking Sgt Whisler 

are MajGen James F. Amos (left) and BGen Terry G. Robling (right). 

Disposition of aircraft in Iraq as of 2 July 2003. 
Redeploying the Air Wing 167

were aimed at promoting a sense of normalcy for 

the Iraqi people. After several planning sessions 

that had begun in May, the Polish-led multinational 

division officially relieved I MEF of its duties in its 

area of operations on 3 September 2003.6

Metrics 

During combat operations, the U.S. Air Force 

reported that Coalition aircraft flew some 41,404 

sorties, with Marine Corps aviation accounting for 

23 percent.7

 Marine pilots and aircrews flew more 

than 9,800 missions, logging more than 35,000 

flight hours in March and April alone.8 The 3d 

MAW’s metrics reflect its collective efforts despite 

adverse weather conditions and logistical hurdles. 

Photo by LCpl Andrew Williams. Defense Imagery 030819-M-UW798-016 

BGen Terry G. Robling (third from left), acting commanding general of 3d MAW Forward, gives Gen William L. 

Nyland (second from left), Assistant Commandant of the Marine Corps, and dignitaries a tour of the facilities at 

Ahmed al-Jaber Air Base, Kuwait.

From January to April 2003, the wing continuously 

increased monthly flight hours, flying 361 sorties 

at its peak on 28 March. 

During the advance to Baghdad, two 3d MAW 

aircraft mishaps marred an otherwise good 

safety record. On 30 March, a Huey from HMLA169 crashed, killing three Marines and injuring 

one aircrew member shortly after takeoff.9 Two 

aviators from HMLA-267 were also killed on 5 

April when their Cobra gunship crashed about 

30 miles southeast of Baghdad—it had flown into 

a tower during a combat mission.10 By the end 

of hostilities, the wing reported only six class 

“A” aircraft accidents—five helicopters and one 

Pioneer UAV.11 

Epilogue

After Saddam Hussein’s regime was toppled and 

his hometown of Tikrit fell under Coalition control, 

the air war slowed considerably, allowing General 

Amos to reflect on the aviation combat element’s 

23-day journey to Baghdad. Marked with a trail 

of aviation accomplishments, 3d MAW deployed 

more than 15,000 Marines, positioned 435 tactical 

aircraft at land bases and at sea, offloaded support 

equipment and inventories with the aid of heavylift CH-53E Super Stallions in just 45 days, and extended air wing operations over 400 miles from 

permanent air bases in Kuwait and naval ships in 

the Persian Gulf. These feats showcased the wing 

as a supporting maneuver element for the ground 

combat element and as a separate maneuver element, frequently surmounting challenges and exceeding command expectations. As I MEF pushed 

toward Baghdad, the wing’s Harriers and Hornets 

patrolled the eastern flank and kept sizeable Iraqi 

ground units contained and out of the main fight, 

while fixed-wing aircraft and helicopters provided 

close air support for the main effort, often in urban environments. 

Marine aviation supported Marine infantry units, 

first and foremost, but also made sorties available 

to the Coalition air component commander and 

directly contributed to a larger scale Air Force–

controlled air war. Indeed, General Amos recognized and appreciated the Marines’ contributions 

and also credited a large part of 3d MAW’s success to his Air Force advocate. He declared: “For 

the very first time in the history of Marine aviation, we got to fight the way we always wanted 

to fight. I will be forever grateful, as well as the 

Marine Corps, for Lieutenant General T. Michael 

Moseley’s approach of fighting this war from an 

air commander’s perspective.”1

Directly supporting 3d MAW combat operations, 

the wing intelligence collections section processed 

more than 15,000 images and imagery-related 

products from reconnaissance aircraft, including 

RQ-2B Pioneers and EA-6B Prowlers. Marine AH1W Cobra attack and UH-1N Huey gunship helicopters provided close air support and became 

particularly adept at engaging targets in confined 

areas, frequently using TOW missiles and 20mm 

guns while minimizing damage to adjacent areas. 

Additionally, CH-46 Sea Knight transport helicopters repeatedly provided casualty evacuation under 

fire during the height of hostilities, while CH-53s 

moved equipment, cargo, and troops throughout 

Iraq. The Corps’ workhorse aircraft, the KC-130 

Hercules, proved its dual capabilities once again, 

conducting aerial refueling missions—servicing 

between 65 and 70 aircraft and delivering an average of 400,000 pounds of fuel each day—and 

providing a heavy-lift capability.2

Without the mobility of MACG-38 air control 

agencies providing a safe airspace and the MWSG37 providing a network of forward air operations, 

the wing could not have been as responsive supporting Marines on the ground. Employing multiple direct air support centers enabled the rapid 

direction of strike aircraft, both Marine and Coalition, to deep targets and for close air support 

in conjunction with rapidly moving ground forces. Without air-ground support staged at nearby 

FARPs and FOBs, Marine aircraft could not have 

been as responsive to targets of opportunity in 

support of expeditionary ground operations. 

The aviation combat element forced Iraqi forces 

to make one of two choices: remain in position and 

fight, or flee and become a target of opportunity. In 

so doing, 3d MAW isolated and attacked enemy activities with precision-guided munitions within strict 

rules of engagement that minimized civilian casualties and infrastructure damage. Despite extreme logistical challenges, extended communications, brutal 

flying conditions, an aging fleet, and remote air operations, the aviation combat element helped defeat 

eight Iraqi divisions: the 11th, 14th, and 18th Infantry Divisions; the 51st Mechanized Division; the 6th

and 10th Armored Divisions; the Baghdad Republican Guard Infantry Division; and the al-Nida Republican Guard Armored Division.3

 The overall impact eventually destroyed the enemy’s will to fight. 

169
170 23 Days to Baghdad

For the most part, 3d MAW Marines traveled 

home in the same mode of transportation that had 

carried them to Kuwait almost six months earlier. 

A few days before hostilities began, General Amos 

had shared his prewar thoughts in an e-mail with 

his Marines, “We will win this war and the respect 

of the Iraqi people . . . and we will do it honorably.”4

 As predicted, 3d MAW Marines followed 

the commander’s intent. They complied with strict 

rules of engagement and understood that the fight 

was against a brutal regime, not the Iraqi people. 

On 3 November, 3d MAW stood in formation 

as the Presidential Unit Citation was presented to 

all those who served under the I MEF command. 

A mere four months later, General Amos led 3d 

MAW back to Iraq to support OIF II,* once again 

fully engaged and contributing to the Global War 

on Terrorism.

*OIF II began to counter the Iraqi insurgency with even stricter rules 

of engagement. It lasted until the official withdrawal of U.S. forces at 

the end of 2011.
Notes

Prologue

1. George W. Bush, “Remarks at Barksdale Air Force 

Base, Louisiana, on the Terrorist Attacks,” 11 September 

2001. Online by Gerhard Peters and John T. Woolley, 

American Presidency Project, http://www.presidency.

ucsb.edu/ws/?pid=58056, hereafter Bush, “Remarks at 

Barksdale.” 

2. Conversations between Col Susan G. Sweatt and 

author, October 2001.

3. Alfred Goldberg, Pentagon 9/11 (Washington, DC: 

U.S. Government Printing Office, 2007), 53–54, hereafter Goldberg, Pentagon 9/11.

4. Col Bradley H. Shumaker intvw, 2007 (Marine Corps 

History Division [MCHD], Quantico, VA). 

5. George W. Bush, “Address to a Joint Session of Congress and the American People,” 20 September 2001, 

White House Office of the Press Secretary Release, 

http://georgewbush-whitehouse.archives.gov/news/

releases/2001/09/20010920-8.html, hereafter Bush, 

“Address to a Joint Session.” 

6. Goldberg, Pentagon 9/11, 10.

7. Mark D. St. Amand intvw, 18 December 2006 (MCHD, 

Quantico, VA). 

8. Cdr William K. Saint Jr., USN, (Ret), e-mail to author, 

27 September 2008 (MCHD, Quantico, VA). 

9. Alan Levin, Marilyn Adams, and Blake Morrison, 

“Amid Terror, a Drastic Decision: Clear the Skies,” USA 

Today, 12 August 2002.

10. LtCol Robert A. Ballard intvw with Fred H. Allison, 

25 August 2004 (Oral HistColl, Gray Research Center, 

Quantico, VA). 

11. Goldberg, Pentagon 9/11, 129.

12. Col Nathan S. Lowrey, “Marine Expeditionary Operations in Afghanistan: Task Force 58 during Operation Enduring Freedom September 2001–March 2002,” 

(MS, MCHD, Quantico, VA, 2007), 19, hereafter Lowrey, “Marine Expeditionary Operations in Afghanistan.”

13. Bush, “Remarks at Barksdale.” 

14. Senate Joint Resolution 23, 18 September 2001. 

15. Lowrey, “Marine Expeditionary Operations in 

Afghanistan,” 21.

16. Col Nicholas E. Reynolds (Ret), Basrah, Baghdad, 

and Beyond: The U.S. Marine Corps in the Second Iraq 

War (Annapolis, MD: Naval Institute Press, 2005), 2, 

hereafter Reynolds, Basrah, Baghdad, and Beyond 

(Naval Institute).

17. Lowrey, “Marine Expeditionary Operations in 

Afghanistan,” 25.

18. Ibid., 27–28.

19. Bush, “Address to a Joint Session.” 

20. Lowrey, “Marine Expeditionary Operations in 

Afghanistan,” 53. 

21. LtCol Raymond C. Damm intvw with Fred H. Allison, 17 March 2002, (MCHD, Quantico, VA).

22. “Operation Enduring Freedom—Afghanistan,” 

Global Security.org, 7 March 2005, http://www.globalsecurity.org/military/ops/enduring-freedom.htm.

Chapter 1

1. United States Marine Corps History Division, “Campaign Chronologies of the United States Marine Corps: 

Global War on Terrorism, 2001–2006,” (MCHD, Quantico, VA).

2. 3d MAW Command Chronology (ComdC), January–

June 2003 (Gray Research Center, Quantico, VA), hereafter 3d MAW ComdC. 

3. Ibid.

4. Joseph J. Collins, Choosing War: The Decision to 

Invade Iraq and Its Aftermath, Institute for National 

Strategic Studies Occasional Paper 5 (Washington, DC: 

National Defense University Press, 2008), hereafter Collins, Choosing War.

5. Ibid.

6. United States Central Command, “Area of Responsibility,” http://www.centcom.mil/.

7. United Nations Security Council, “Resolution 1441” 

(8 November 2002), http://www.un.org/depts/unmovic/new/documents/resolutions/s-res-1441.pdf.

8. William J. Clinton, “Statement on Signing the Iraq 

Liberation Act of 1998,” 31 October 1998. Online by 

Gerhard Peters and John T. Woolley, American Presidency Project, http://www.presidency.ucsb.edu/

ws/?pid=55205.

9. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 1–14.

10. Baker Spring, “Operation Iraqi Freedom: Military 

Objectives Met,” Heritage Foundation, 18 April 2003. 

11. Department of Defense, “Goldwater-Nichols Reorganization Act of 1986,” National Defense University 

Library. 

12. Reynolds, Basrah, Baghdad and Beyond (Naval Institute), 7. 

13. Ralph W. Donnelly, Gabrielle M. Neufeld, and Caro171
172 23 Days to Baghdad

lyn A. Tyson, A Chronology of the United States Marine 

Corps, 1947–1964, vol. 3 (Washington, DC: Historical 

Division, Headquarters, U.S. Marine Corps [HQMC], 

1971), 27. 

14. Lowrey, “Marine Expeditionary Operations in Afghanistan,” 65.

15. Reynolds, Basrah, Baghdad, and Beyond (Naval 

Institute), 3–4.

16. Department of the Navy, Aviation Operations, 

MCWP 3-2 (Washington, DC: HQMC, 2000), chapter 2. 

17. Col Nicholas E. Reynolds (Ret), “Command List,” 

app. B in U.S. Marines in Iraq, 2003: Basrah, Baghdad 

and Beyond, (Washington, DC: MCHD, 2007), hereafter 

Reynolds, Basrah, Baghdad, and Beyond (MCHD). 

18. Department of the Navy, Marine Corps Operations, 

MDCP 1-0 (Washington, DC: HQMC, 2001), 3-10–3-15. 

19. Statement by Major General Stalder, United States 

Marine Corps, Deputy Commanding General I MEF, 

before the House Armed Services Committee, Subcommittee on Terrorism, Unconventional Threats and Capabilities on October 21, 2003, Concerning I MEF C41 

during Operation Iraqi Freedom (statement of MajGen 

Keith J. Stalder, USMC), hereafter Stalder statement. 

20. LtGen James F. Amos intvw, 20 June 2007 (MCHD, 

Quantico, VA), hereafter Amos intvw, 20 June 2007.

21. Col Wade C. Hill, “A Drift to Joint: A Joint Warfare 

Question,” 21 February 2004 (Quantico, VA: Marine 

Corps University). 

22. MajGen James F. Amos intvw, 16 May 2003 (MCHD, 

Quantico, VA), hereafter Amos intvw, 16 May 2003.

Chapter 2

1. Lowrey, “Marine Expeditionary Operations in Afghanistan,” 51.

2. Michael S. Groen, With the 1st Marine Division in 

Iraq, 2003: No Greater Friend, No Worse Enemy, occasional paper (Quantico, VA: MCHD, 2006), 1, hereafter 

Groen, With the 1st Marine Division.

3. Ibid.

4. Paul W. Westermeyer, U.S. Marines in Battle: AlKhafji, 28 January–1 February 1991 (Washington, DC: 

MCHD, 2008), 1, hereafter Westermeyer, Al-Khafji.

5. The American Heritage Dictionary of the English 

Language, 4th ed., (New York: Houghton Mifflin Company, 2004).

6. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 17.

7. LtGen Wallace C. Gregson, “I Marine Expeditionary 

Force Summary of Action,” in U.S. Marines in Iraq, 2003: 

Anthology and Annotated Bibliography, ed. and comp. 

Maj Christopher M. Kennedy, et al. (Washington, DC: 

MCHD, 2006), 4, hereafter Gregson, “I Marine Expeditionary Force”; hereafter Kennedy et al., Iraq 2003 Anthology.

8. U.S. Department of Defense, MNF-I Fact Sheet OIF, 

20 March 2006.

9. U.S Department of State, Bureau of Near Eastern Affairs, June 2007.

10. Groen, With the 1st Marine Division, 5.

11. Ibid., 9.

12. Ibid., 20.

13. Ibid., 9.

14. Ibid., 96–97.

15. Department of the Navy, Warfighting, MCDP 1 

(Washington, DC: Headquarters U.S. Marine Corps, 

1997), 72–76, hereafter DON, Warfighting.

16. LtCol Lawrence R. Roberts and Maj John P. Farnam, 

“Airborne Recon Supported Marines’ Advances in Iraq,” 

in Kennedy et al., Iraq 2003 Anthology, 145–47.

17. Groen, With the 1st Marine Division, 133.

18. DON, Warfighting, 93–95.

Chapter 3

1. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

24–25. 

2. Westermeyer, Al-Khafji, 1–3.

3. Harlan K. Ullman and James P. Wade, with L. A. 

“Bud” Edney, Fred M. Franks, Charles A. Horner, Jonathan T. Howe, and Keith Brendley, Shock and Awe

(Washington, DC: National Defense University Press, 

1996), hereafter Ullman and Wade, Shock and Awe.

4. Collins, Choosing War.

5. LtGen T. Michael Moseley, USAF, “Operation Iraqi 

Freedom—By the Numbers,” U.S. Air Forces Central 

Command, Assessment and Analysis Division (Montgomery, AL: Maxwell Air Force Base, 2003), hereafter 

Moseley, “Operation Iraqi Freedom.”

6. Operation Southern Focus, 1 March 2009, http://

www.globalsecurity .org/military/ops/southern_focus.

htm.

7. Andrew F. Krepinevich, “Operation Iraqi Freedom: 

A First-Blush Assessment” (Washington, DC: Center for 

Strategic and Budgetary Assessments, 2003).

8. Thomas R. Mockaitis, The Iraq War: Learning from 

the Past, Adapting to the Present, and Planning for the 

Future (Carlisle, PA: Strategic Studies Institute, 2007).

9. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

43. 

10. Ullman and Wade, Shock and Awe, xxiv.

11. Gregg Easterbrook, “JDAM the Torpedoes: The 

Weapons and Tactics We Will Use in Iraq,” Slate, 5 

March 2003, http://www.slate.com/id/2079667.

12. Maj J. R. McKay, “Mythology and the Air Campaign 

in the Liberation of Iraq,” Journal of Military and Strategic Studies 7, no. 3 (2005): 1–7.

13. 3d MAW ComdC.

14. Department of the Navy, Expeditionary Operations, 

MCDP 3 (Washington, DC: HQMC, 1998), 69–74, hereafter DON, Expeditionary Operations. 

15. 3d MAW ComdC. 

16. DON, Expeditionary Operations, 66–122.
Notes 173

17. Headquarters Marine Corps, Marine aviation website, https://hqinet001.hqmc.usmc.mil/AVN. 

18. Amos intvw, 16 May 2003. 

19. Richard A. Menton, “Airpower on the Maneuver 

Battlefield,” Marine Corps Gazette, August 1989.

20. U.S. Air Force, Counterland Operations, Air Force 

Doctrine Document 2-1.3 (Montgomery, AL: Maxwell 

Air Force Base, 2006), 5–7, 18.

21. Col L. Ross Roberts, Ground Truth: The Implication of Joint Interdependence of Air and Ground Operations, occasional paper no. 52, Center for Strategy and 

Technology (Montgomery, AL: Air University, 2006).

22. Maj David P. Westridge, “FMFM 1 and Its Implications for USMC Air,” Command and Staff College 

(Quantico, VA: Marine Corps University, 1990).

23. Enduring Freedom Combat Assessment Team, 

“Aviation Ground Support,” initial observation report 

(Quantico, VA, October 2003).

24. Amos intvw, 20 June 2007.

25. MACG-38 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), hereafter MACG-38 ComdC.

26. Ibid.

27. 1st MarDiv ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), hereafter 1st MarDiv ComdC.

28. MAG-16 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center), hereafter MAG-16 ComdC.

29. 3d MAW ComdC.

30. I MEF ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center), hereafter I MEF ComdC.

31. Ibid.

32. Joint Chiefs of Staff, Joint Tactics, Techniques, 

and Procedures for Close Air Support (CAS), Joint Pub 

3-09.3 (1995). 

33. 4th MAW ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center).

34. LtGen James F. Amos intvw, 6 June 2007 (Quantico, 

VA: MCHD).

35. I MEF ComdC. 

36. LtGen James F. Amos intvw, 27 June 2006 (Quantico, VA: MCHD), hereafter Amos intvw, 27 June 2006.

37. Marine Corps Order P3500.37A, August 2005.

38. 3d MAW ComdC.

39. Amos intvw, 20 June 2007. 

40. BGen Terry R. Robling intvw, 30 November 2006 

(Quantico, VA: MCHD), hereafter Robling intvw, 30 November 2006.

41. Moseley, “Operation Iraqi Freedom.”

42. Alexander M. Wathen, “The Miracle of Operational Iraqi Freedom Airspace Management,” Air & Space 

Power Journal–Chronicles Online Journal, 4 October 

2005.

43. MACG-38 ComdC.

44. http://www.globalsecurity.org. 

45. 3d MAW ComdC.

46. Col Glibert B. Diaz intvw, 23 April 2003 (Quantico, 

VA: MCHD), hereafter Diaz intvw.

47. 3d MAW ComdC. 

48. Diaz intvw. 

49. CWO-2 Kraig A. Meyer intvw, 4 April 2003 (Quantico, VA: MCHD).

Chapter 4

1. LtCol Jeffrey P. Davis intvw, 27 January 2009 (Quantico, VA: MCHD).

2. MACG-38 ComdC.

3. Department of the Navy, Direct Air Support Center 

Handbook, MCWP 3-25.5 (Washington, DC: HQMC, 

2001).

4. MWCS-38 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center). 

5. MACG-38 ComdC. 

6. Ibid.

7. Ibid.

8. Ibid.

9. Col Jeffrey A. White intvw, 23 March 2003 (Quantico, 

VA: MCHD), hereafter White intvw.

10. LtCol Michael J. Kibler, “A Different Air War: Marine 

Air Control in Operation Iraqi Freedom,” in Kennedy, 

et al., Iraq 2003 Anthology, 135, hereafter Kibler, “A 

Different Air War.”

11. Rebecca Grant, “Marine Air in the Mainstream,” Air 

Force Magazine, June 2004, http://www.afa.org.

12. LtGen James F. Amos intvw, 20 June 2006 (Quantico, VA: MCHD). 

13. MWSG-37 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), hereafter MWSG-37 ComdC.

14. Ibid.

Chapter 5

1. Col Juan G. Ayala intvw, 13 March 2003 (Quantico, 

VA: MCHD), hereafter Ayala intvw.

2. Col Stuart L. Knoll intvw, 5 March 2003 (Quantico, 

VA: MCHD).

3. 3d MAW ComdC.

4. U.S. Navy, “U.S. Navy Order of Battle: Operation 

Iraqi Freedom,” http://navysite.de/navy/iraqi-freedom 

.htm, hereafter Navy Order of Battle.

5. MAG-13 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center), hereafter MAG-13 ComdC.

6. 2d MEB ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center).

7. Navy Order of Battle.

8. U.S. Navy’s Military Sealift Command, “Prepositioning (PM3),” http://www.msc.navy.mil/pm3.

9. 3d MAW ComdC, 15–16.

10. Ibid., 5.

11. Ibid., 19.

12. Ibid., 5.
174 23 Days to Baghdad

13. Ibid.

14. Ayala intvw.

15. Col Michael D. Visconage, USMCR, and Maj Carroll 

N. Harris, USMCR, Third Marine Aircraft Wing: Operation Iraqi Freedom (Quantico, VA: Marine Corps Association, 2004), hereafter Visconage and Harris, Third 

Marine Aircraft Wing.

16. BGen Terry G. Robling intvw, 13 March 2003 (Quantico, VA: MCHD).

17. VMGR-234, OEF Standard Operating Procedures, 23 

February 2003 (Quantico, VA: MCHD).

18. LtCdr Cindy Rodriguez, USN, et al., “Harrier Carriers 

Perform in Iraqi Freedom,” in Kennedy et al., Iraq 2003 

Anthology, 149–52.

19. Capt Jennifer M. Dolan intvw, 13 May 2003 (Quantico, VA: MCHD).

20. MAG-13 ComdC.

21. MAG-11 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center), hereafter MAG-11 ComdC.

22. MAG-13 ComdC.

23. MAG-16 ComdC.

24. 3d MAW ComdC.

25. MAG-29 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center), MAG-29 ComdC.

26. MajGen James F. Amos intvw, 27 June 2003 (Quantico, VA: MCHD), hereafter Amos intvw, 27 June 2003.

27. MWSS-272 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center); GySgt Ulysses L. Jackson 

intvw, 26 March 2003 (Quantico, VA: Gray Research 

Center).

28. Amos intvw, 27 June 2003. 

29. Col Robert W. Hillery intvw, 23 April 2005 (Quantico, VA: MCHD).

Chapter 6

1. Reynolds, Basrah, Baghdad and Beyond (MCHD), 

44–45. 

2. Groen, With the 1st Marine Division, 114.

3. I MEF ComdC.

4. Groen, With the 1st Marine Division, 127.

5. Reynolds, Basrah, Baghdad and Beyond (MCHD), 

55.

6. 3d MAW ComdC.

7. MACG-38 ComdC.

8. 3d MAW ComdC.

9. Stalder statement. 

10. Amos intvw, 20 June 2007.

11. LtCol Wade C. Hall, “A Drift to Joint: A Joint Electronic Warfare Question,” case study (Quantico, VA: 

Marine Corps Combat Development Command, 2004).

12. Sgt David A. Bryant, “Harriers Win the Day for Marine Corps Aviation during Operation Iraqi Freedom,” 

Marine Corps News, 7 July 2003.

13. VMFA-533 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), 8.

14. VMU-1 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center); VMU-2 ComdC, January–June 

2003 (Quantico, VA: Gray Research Center), hereafter 

VMU-2 ComdC.

15. Groen, With the 1st Marine Division, 73.

16. Ibid.; Reynolds, Basrah, Baghdad, and Beyond

(Naval Institute), 95.

17. 3d MAW ComdC.

18. Ibid.

19. I MEF ComdC.

20. 3d MAW ComdC.

21. Col Randolph D. Alles intvw, 23 March 2003 (Quantico, VA: MCHD).

22. 3d MAW ComdC.

23. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

47.

24. Ibid., 55.

Chapter 7

1. George W. Bush, “President Says Saddam Hussein 

Must Leave Iraq within 48 Hours,” 17 March 2003, 

White House Office of the Press Secretary Release, 

http://georgewbush-whitehouse.archives.gov/news/releases/2003/03/20030317-7.html.

2. Ibid.; SSgt Cindy Fisher, “Operation Iraqi Freedom—

Marines Head into Iraq, Engage in Battle in March,” 

Marine Corps News, 23 May 2003.

3. 1st MarDiv ComdC.

4. 3d MAW ComdC.

5. Visconage and Harris, Third Marine Aircraft Wing, 

199. 

6. Groen, With the 1st Marine Division, 142.

7. I MEF ComdC.

8. Ibid.

9. 3d MAW ComdC, 16.

10. Groen, With the 1st Marine Division, 54–56.

11. VMAQ-1 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center), hereafter VMAQ-1 ComdC.

12. I MEF ComdC.

13. Jay A. Stout, Hammer from Above: Marine Air Combat Over Iraq, (New York, NY: Presidio Press, 2005), 

63–66, hereafter Stout, Hammer from Above.

14. White intvw.

15. Ibid.

16. MAG-29 ComdC.

17. Ibid.

18. Lindsay Murdoch, “Slaughter at Safwan Hill,” Sydney Morning Herald, 22 March 2003.

19. VMFA(AW)-121 ComdC, January–June 2003 (Quantico, VA: Gray Research Center).

20. Stout, Hammer from Above.

21. Col Michael D. Visconage, Field History Diary, January–May 2003 (Quantico, VA: MCHD), hereafter Visconage, Field History Diary.

22. MAG-29 ComdC. 
Notes 175

23. Richard S. Lowry, Marines in the Garden of Eden: 

The Story of Seven Bloody Days In Iraq (New York: 

Penguin, 2006), 91–93, hereafter Lowry, Marines in the 

Garden.

24. I MEF ComdC.

25. Capt Brian D. Laslie, USAF, review of Cobra II: The 

Inside Story of the Invasion and Occupation of Iraq, by 

Michael R. Gordon and Bernard E. Trainor Air & Space 

Power Journal, Spring 2007.

26. DON, Warfighting, 42–45.

27. I MEF ComdC.

28. Anthony H. Cordesman, The Iraq War: A Working 

Chronology (Washington, DC: Center for Strategic and 

International Studies, 2003), hereafter Cordesman, Iraq 

War.

29. Maj Scott A. Cooper intvw, 20 August 2008 (Quantico, VA: MCHD).

30. Groen, With the 1st Marine Division, 141.

31. 3d MAW ComdC.

32. Cordesman, Iraq War. 

33. “Weapons of Mass Destruction (WMD), Tab A—Acronyms, Abbreviations, and Glossary,” Global Security.

org, http://www.globalsecurity.org/wmd/library/news/

iraq/2000/scud_info/scud_info_taba.htm. 

34. I MEF ComdC.

35. Ibid.

36. Cordesman, Iraq War. 

37. Groen, With the 1st Marine Division, 142–43.

38. Gregson, “I Marine Expeditionary Force,” 1.

39. Groen, With the 1st Marine Division, 142–43.

40. Gregson, “I Marine Expeditionary Force,” 1. 

41. VMFA(AW)-533 ComdC, January–June 2003 (Quantico, VA: Gray Research Center), hereafter VMFA(AW)-533 

ComdC.

42. Ibid.; Stout, Hammer from Above, 62–76.

43. Groen, With the 1st Marine Division, 143.

44. Ibid.

45. Stout, Hammer from Above, 63–66.

46. VMFA(AW)-533 ComdC.

47. Groen, With the 1st Marine Division, 54.

48. Ibid., 9.

49. Col Ronnell R. McFarland intvw, 6 October 2004 

(Quantico, VA: MCHD).

50. Kibler, “A Different Air War.” 

Chapter 8

1. MajGen Robin V. Brims intvw, 10 May 2003 (Quantico, VA: MCHD).

2. United States Marine Corps Operation Enduring 

Freedom Combat Assessment Team, “Operation Iraqi 

Freedom Report on Major Combat Operations,” draft 

copy (Quantico, VA: Center for Lessons Learned). 

3. Gregson, “I Marine Expeditionary Force,” 1. 

4. Groen, With the 1st Marine Division, 143.

5. Ibid., 154–59.

6. Bing West and MajGen Ray L. Smith (Ret), The March 

Up: Taking Baghdad with the United States Marines 

(New York: Random House, 2003), 15, hereafter West 

and Smith, The March Up.

7. HMLA-267 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), hereafter HMLA-267 ComdC.

8. LtCol Stephen K. Heywood intvw, 6 April 2003 

(Quantico, VA: MCHD).

9. MALS-39 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center).

10. Ibid.

11. VMA-311 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), hereafter VMA-311 ComdC.

12. RCT-5 ComdC, January–June 2003 (Quantico, VA: 

Gray Research Center).

13. Gregson, “I Marine Expeditionary Force,” 1.

14. 2d MEB, Task Force Tarawa ComdC, January–June 

2003 (Quantico, VA: Gray Research Center), hereafter 

Task Force Tarawa ComdC.

15. 3d MAW ComdC.

16. Commander and Staff, MWSG-37, “No Farp Too 

Far!,” in Kennedy et al., Iraq 2003 Anthology, 185–86, 

hereafter Commander and Staff, “No Farp.” 

17. LtCol Roger R. Machut intvw, 8 April 2003 (Quantico, VA: MCHD).

18. Cpl Jeff Hawk, “Profile: U.S. Marine Corps Chief 

Warrant Officer-4 Tom Cierley—Bulk Fueler Brings 

Bulk of Experience to Iraq,” Defend America News, 5 

January 2005.

19. VMU-2 ComdC.

20. Groen, With the 1st Marine Division, 219–20.

21. LtCol James R. Braden intvw, 23 April 2003 (Quantico, VA: MCHD), hereafter Braden intvw.

22. Stout, Hammer from Above, 72.

23. Braden intvw. 

24. Stout, Hammer from Above, 72–75.

25. 3d MAW ComdC.

26. Ibid.

27. 15th MEU ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center).

28. Maj James B. Hanlon intvw, 23 April 2005 (Quantico, VA: MCHD).

29. MACG-38 ComdC.

30. Ibid.

31. Kibler, “A Different Air War,” 134.

32. 3d MAW Readiness Rates on 21Mar03, PowerPoint 

presentation.

33. 3d MAW ComdC, 16.

34. Gregson, “I Marine Expeditionary Force,” 2. 

35. Groen, With the 1st Marine Division, 56.

36. “RCT-5 Narrative Summary,” 29 April 2003.

37. Cordesman, Iraq War.

38. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

65.
176 23 Days to Baghdad

39. Groen, With the 1st Marine Division, 174–78.

40. Amos intvw, 20 June 2007. 

Chapter 9

1. Groen, With the 1st Marine Division, 180–82.

2. Col John R. Andrew Jr., USMCR, U.S. Marines in Battle: An-Nasiriyah, 23 March–2 April 2003 (Washington, 

DC: MCHD), 14–15.

3. MajGen Richard F. Natonski intvw, 25 April 2003 

(Quantico, VA: MCHD), hereafter Natonski intvw, 25 

April 2003. 

4. Groen, With the 1st Marine Division, 9.

5. MajGen Richard F. Natonski intvw, 20 December 

2007 (Quantico, VA: MCHD).

6. Natonski intvw, 25 April 2003.

7. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

70–75.

8. Stout, Hammer from Above, 108–10.

9. An-Nasiriyah OIF-I Close Air Support Panel intvw, 13 

October 2006 (Quantico, VA: MCHD), hereafter Close 

Air Support Panel intvw.

10. Ibid.

11. Robert L. Sherrod, History of Marine Corps Aviation 

in World War II (Washington, DC: Combat Forces Press, 

1952), 26–29.

12. Gen Robert E. Cushman Jr. intvw, 17 May 1974 

(Quantico, VA: MCHD).

13. Maj Mike Huber intvw, 30 November 2006 (Quantico, VA: MCHD), hereafter Huber intvw.

14. Maj Mark D. Tobin intvw, 19 December 2006 (Quantico, VA: MCHD), hereafter Tobin intvw.

15. “U.S. CentCom Investigation of Suspected Friendly 

Fire Incident Near An-Nasiriyah, Iraq, 23 March 2003,” 

(Tampa, FL: MacDill AFB, 6 March 2004), hereafter 

CentCom investigation.

16. Department of Defense, Press Release Number: 04-

03-51, 29 March 2004, hereafter DOD press release. 

17. I MEF Sitrep 221800Z March 2003 to 2231759Z 

March 2003.

18. DOD press release; Lowry, Marines in the Garden, 

198, 211–13.

19. CentCom investigation. 

20. Close Air Support Panel intvw.

21. Huber intvw.

22. Col Ronald L. Bailey intvw, 4 May 2006, (Quantico, 

VA: MCHD).

23. Marine Forces Europe, Landstuhl Regional Medical Center, Hospital Liaison Team PowerPoint brief, dated 2007.

24. MACG-38 ComdC.

25. Tobin intvw.

26. MACG-38 ComdC.

27. Stout, Hammer from Above, 108.

28. Gregson, “I Marine Expeditionary Force,” 1–5.

29. Col Randolph D. Alles intvw, 20 April 2003 (Quantico, VA: MCHD).

30. Task Force Tarawa ComdC. 

31. I MEF ComdC. 

32. Task Force Tarawa ComdC.

33. Stout, Hammer from Above, 140; Robling intvw, 30 

November 2006.

34. Visconage, Field History Diary.

35. 1st Marine Division Situation Report, 24 March 2003.

36. West and Smith, The March Up, 48.

37. BGen Terry G. Robling intvw, 23 April 2003 (Quantico, VA: MCHD).

Chapter 10

1. Groen, With the 1st Marine Division, 196–97; Stout, 

Hammer from Above, 171.

2. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

77; Groen, With the 1st Marine Division, 199.

3. LtCol Jeffrey Acosta, “OIF Field History Journal,” entry for 26–27 March 2003 (Quantico, VA: MCHD, 2003); 

LtCol Jerry G. Jamison intvw, 28 March 2003 (Quantico, 

VA: MCHD); LtCol Mark C. Graham intvw, 27 March 

2003 (Quantico, VA: MCHD); SSgt Paul J. Morgado intvw, 24 April 2003 (Quantico, VA: MCHD); and Cdr Edward W. Hessell, USN, intvw, 27 March 2003 (Quantico, 

VA: MCHD).

4. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 88.

5. Ibid., 89.

6. I MEF Sitrep 241800Z March 2003 to 251759Z March 

2003.

7. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 89.

8. Ibid., 90; BGen Edward G. Usher III intvw, 19 March 

2003 (Quantico, VA: MCHD).

9. Ibid., 89–90.

10. Groen, With the 1st Marine Division, 215–17.

11. Ibid., 235.

12. 3d MAW ComdC.

13. Reynolds, Basrah, Baghdad, and Beyond (Naval 

Institute), 90.

14. Groen, With the 1st Marine Division, chapter 5.

15. Ibid., 220–22.

16. 3d MAW ComdC. 

17. MWSS-371 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), hereafter MWSS-371 ComdC. 

18. Cpl Jason Wachter intvw, 21 December 2003 (Quantico, VA: MCHD).

19. MACG-38 ComdC.

20. MWSS-371 ComdC.

21. Commander and Staff, “No Farp.”

22. Col Charles G. Ikins, “Support to Operations Enduring and Iraqi Freedom: The Marine Corps Intelligence 

Activity,” February 2002–September 2003, Headquarters, U.S. Marine Corps, 27.

23. Kibler, “A Different Air War,” 138.
Notes 177

24. VMA-311 ComdC. 

25. Sgt David A. Bryant, “Harriers Win the Day for Marine Corps Aviation during Operation Iraqi Freedom,” 

Marine Corps News, 17 July 2003; VMA-211 ComdC, 

January–June 2003, (Quantico, VA: Gray Research Center), hereafter VMA-211 ComdC.

26. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 89, 94.

27. Amos intvw, 20 June 2007. 

28. Ibid.

29. Ibid.

30. Col John A. Toolan intvw, 10 December 2003 

(Quantico, VA: MCHD).

31. Reynolds, Basrah, Baghdad, and Beyond (Naval 

Institute), 93.

32. I MEF ComdC.

33. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 100–101.

34. MAG-16 ComdC, 7.

35. Task Force Tarawa ComdC, 6.

36. VMA-211 ComdC, 7.

37. Stout, Hammer from Above, 234–47.

38. HMH-465 ComdC, January–June 2003 (Quantico, 

VA: Gray Research Center), 4–5, 8.

39. VMA-211 ComdC, 7.

40. Ibid., 9.

41. Task Force Tarawa ComdC.

42. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 89–94.

43. Ibid.

44. Reynolds, Basrah, Baghdad, and Beyond (Naval Institute), 92–93. 

45. 3d MAW ComdC.

46. Moseley, “Operation Iraqi Freedom.”

47. Groen, With the 1st Marine Division, 289.

48. Ibid., 297.

49. 3d MAW ComdC, 46–51.

50. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 98.

51. Salman Pack, “Weapons of Mass Destruction,” Global Security.org, http://www.globalsecurity.org.

52. BGen Robert E. Milstead Jr. notes to author, November 2008.

53. Amos intvw, 20 June 2007.

54. Ibid.

55. VMU-2 ComdC. 

56. 3d MAW ComdC.

57. MWSG-37 ComdC. 

58. Visconage, Field History Diary.

59. 3d MAW ComdC.

60. Amos intvw, 27 June 2006.

61. I MEF ComdC.

62. VMAQ-1 ComdC; VMAQ-2 ComdC, January–June 

2003 (Quantico, VA: Gray Research Center).

63. LtCol Wade C. Hall, “A Drift to Joint,” Command and 

Staff College, Marine Corps University, Quantico, VA, 

23 February 2004.

64. Amos intvw, 27 June 2006.

65. 3d MAW ComdC.

66. Braden intvw.

67. Task Force Tarawa ComdC.

68. Groen, With the 1st Marine Division, 104–6.

69. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

99–100.

70. Groen, With the 1st Marine Division, 305.

71. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

101–3.

72. 3d MAW ComdC, 51.

Chapter 11

1. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

103–5.

2. Gen Charles C. Krulak, “The Strategic Corporal: Leadership in the Three Block War,” Marines Corps Gazette, 

January 1999.

3. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

104–5.

4. I MEF Sequel (Post Hostility Operations) to I MEF 

OpOrd 1003V, 20 April 2003.

5. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

104–5.

6. BGen John F. Kelly, “Tikrit, South to Babylon,” in 

Kennedy et al., Iraq 2003 Anthology, 221–25.

7. I MEF ComdC. 

8. VMA-211 ComdC. 

9. Ibid.

10. Michael R. Gordon and LtGen Bernard E. Trainor 

(Ret), Cobra II: The Inside Story of the Invasion and Occupation of Iraq (New York: Pantheon, 2006), 438–56.

11. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

107–11.

12. MACG-38 ComdC.

13. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

109–11.

14. Groen, With the 1st Marine Division, 349–50; Maj 

Williams H. Holmes intvw, 24 April 2003 (Quantico, 

VA: MCHD); SSgt Paul J. Morgado intvw, 24 April 2003 

(Quantico, VA: MCHD).

15. SSgt John C. DiDomenico, “VMGR-452 Delivers 

POWs to Freedom,” Marine Air Transporter, July 2003, 

http://www.mcata.com/July%202003.pdf.

16. L. Paul Bremer, “What We Got Right in Iraq,” Washington Post, 13 May 2007.

17. LtGen James T. Conway, “‘Farther and Faster,’” in 

Kennedy et al., Iraq 2003 Anthology, 287.

18. LtGen Henry P. Osman intvw, 19 November 1993 

(Quantico, VA: MCHD).

Chapter 12

1. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

110–12.
178 23 Days to Baghdad

2. 3d MAW ComdC. 

3. Ibid.

4. Ibid.

5. I MEF, “EOS [expiration of obligated service],” July 

2003, PowerPoint brief.

6. I MEF ComdC.

7. Maj Neil T. Allen, USAF, “Effects Based Assessment in 

the U.S. Air Force: Rhetoric or Reality?” (master’s thesis, 

Air University, 2005).

8. Gregson, “I Marine Expeditionary Force,” 5.

9. 3d MAW ComdC. 

10. HMLA-267 ComdC.

11. 3dMAW ComdC.

Epilogue

1. Amos intvw, 16 May 2003.

2. MAG-11 ComdC.

3. Kibler, “A Different Air War,” 137–38. 

4. Reynolds, Basrah, Baghdad, and Beyond (MCHD), 

55.
Appendix A

Command and Unit List

March–November 2003*

Marine Air-Ground Task Forces

U.S. Marine Forces Central Command [MarCentCom]

Commanding General: LtGen Earl B. Hailston

I Marine Expeditionary Force (Reinforced) [I MEF]

Commanding General: LtGen James T. Conway

Deputy: MajGen Keith J. Stalder

11th Marine Expeditionary Unit [11th MEU, TF Yankee]

Commanding Officer: Col Anthony M. Haslam

15th Marine Expeditionary Unit (Special Operations Capable) [15th MEU (SOC)]

Commanding Officer: Col Thomas D. Waldhauser

24th Marine Expeditionary Unit (Special Operations Capable) [24th MEU (SOC)]

Commanding Officers: Col Richard P. Mills

Col Ronald J. Johnson

Marine Aviation Combat Element

3d Marine Aircraft Wing [3d MAW]

Commanding General: MajGen James F. Amos

 Assistant Wing Commander: BGen Terry G. Robling

 Chief of Staff: Col Gerald A. Yingling Jr.

 Marine Wing Headquarters Squadron 3 [MWHS-3] 

 Detachment, Marine Wing Headquarters Squadron 2 [Det, MWHS-2]

 

 Atlantic Ordnance, Command Expeditionary Force [LantOrd, CmdExpedFor]

 

 C-12 Detachment, Headquarters & Headquarters Squadron, MCAS Miramar, California 

 [Det, HHS, NKX]

Marine Aircraft Group 11 (-) (Reinforced) [MAG-11]

Commanding Officer: Col Randolph D. Alles

*Basic sources are MarAdmin 507/03, various versions October–December 2003, with “Modifications to the I MEF Presidential Unit Citation,” 

and command chronologies. Additions and/or corrections by Annette Amerman, a Reference Branch historian for the Marine Corps History 

Division, and Col Nicholas E. Reynolds’s troop list of October 2004. Unit abbreviations are provided in brackets.

179
180 23 Days to Baghdad

Marine Aviation Logistics Squadron 11 (-) (Reinforced) [MALS-11] 

 

 Marine Aviation Logistics Squadron 14 (-) [MALS-14] 

 

 Detachment, Marine Aviation Logistics Squadron 31 [Det, MALS-31]

 Marine Aerial Refueler Transport Squadron 352 (-) (Reinforced) [VMGR-352] 

 Detachment, Marine Aerial Refueler Transport Squadron 234 [Det, VMGR-234] 

 Detachment, Marine Aerial Refueler Transport Squadron 452 [Det, VMGR-452]

 

 Marine Fighter Attack Squadron 232 [VMFA-232] 

 Marine Fighter Attack Squadron 251 [VMFA-251] 

 Marine (All-Weather) Fighter Attack Squadron 121 [VMFA(AW)-121]

 Marine (All-Weather) Fighter Attack Squadron 225 [VMFA(AW)-225]

 Marine (All-Weather) Fighter Attack Squadron 533 [VMFA(AW)-533]

 Marine Tactical Electronic Warfare Squadron 1 [VMAQ-1] 

 

 Marine Tactical Electronic Warfare Squadron 2 [VMAQ-2]

 Marine Aircraft Group 13 (-) (Reinforced) [MAG-13]

Commanding Officer: Col Mark R. Savarese

Marine Aviation Logistics Squadron 13 (-) [MALS-13]

 Marine Attack Squadron 211 (-) [VMA-211]

 Marine Attack Squadron 214 [VMA-214]

 Marine Attack Squadron 223 (-) [VMA-223]

 Marine Attack Squadron 311 [VMA-311]

 Marine Attack Squadron 542 [VMA-542]

 Marine Aircraft Group 16 (-) (Reinforced) [MAG-16]

Commanding Officer: Col Stuart L. Knoll

Marine Aviation Logistics Squadron 16 (-) [MALS-16]

 Detachment, Marine Aviation Logistics Squadron 26 [Det, MALS-26]

 Marine Medium Helicopter Squadron 163 [HMM-163]
Appendix A 181

 Marine Medium Helicopter Squadron 165 [HMM-165]

Marine Heavy Helicopter Squadron 462 [HMH-462]

Marine Heavy Helicopter Squadron 465 [HMH-465]

 Marine Aircraft Group 29 (-) (Reinforced) [MAG-29]

 Commanding Officer: Col Robert E. Milstead Jr.

Marine Aviation Logistics Squadron 29 (-) [MALS-29]

Marine Medium Helicopter Squadron 162 [HMM-162]

Marine Medium Helicopter Squadron 365 (-) [HMM-365]

Marine Heavy Helicopter Squadron 464 [HMH-464]

Marine Light Attack Helicopter Squadron 269 [HMLA-269]

 Marine Aircraft Group 39 (-) (Reinforced) [MAG-39]

 Commanding Officers: Col Richard W. Spencer

Col Kenneth P. Gardiner

Marine Aviation Logistics Squadron 39 (-) [MALS-39]

 

Marine Light Attack Helicopter Squadron 169 [HMLA-169]

 

Marine Light Attack Helicopter Squadron 267 [HMLA-267]

 

Marine Medium Helicopter Squadron 268 [HMM-268]

 

Marine Medium Helicopter Squadron 364 [HMM-364]

 

Marine Light Attack Helicopter Squadron 369 [HMLA-369]

 Marine Air Control Group 38 (-) (Reinforced) [MACG-38]

 Commanding Officer: Col Ronnell R. McFarland

 

Detachment, Marine Tactical Air Control Squadron 2 [Det, MTACS-2] 

 

Marine Air Control Squadron 1 (Reinforced) [MACS-1]

 

Detachment, Marine Air Control Squadron 2 [Det, MACS-2]

 

Marine Wing Communications Squadron 28 (-) [MWCS-28]

 

Marine Wing Communications Squadron 38 (Reinforced) [MWCS-38]

 

Detachment, Marine Tactical Air Control Squadron 28 [Det, MTACS-28]

 
182 23 Days to Baghdad

Marine Tactical Air Control Squadron 38 (Reinforced) [MTACS-38]

 

 Detachment, Marine Tactical Air Control Squadron 48 [Det, MTACS-48]

 

 Marine Air Support Squadron 1 [MASS-1]

 

 Marine Air Support Squadron 3 (Reinforced) [MASS-3]

 

 Battery B, 2d Low Altitude Air Defense Battalion [Btry B, 2d LAAD]

 

 3d Low Altitude Air Defense Battalion [3d LAAD]

 

 Detachment, Marine Air Support Squadron 6 [Det, MASS-6]

 

 Marine Unmanned Aerial Vehicle Squadron 1 [VMU-1]

 

 Marine Unmanned Aerial Vehicle Squadron 2 [VMU-2]

 Marine Wing Support Group 37 (-) (Reinforced) [MWSG-37]

Commanding Officer: Col Michael C. Anderson

Marine Wing Support Squadron 271 [MWSS-271]

 

 Marine Wing Support Squadron 272 [MWSS-272] 

 

 Marine Wing Support Squadron 371 [MWSS-371]

 

 Marine Wing Support Squadron 372 [MWSS-372]

 

 Marine Wing Support Squadron 373 [MWSS-373]

 

 Company C, 1st Battalion, 24th Marines [Co C, 1st Bn, 24th Mar]

 

 Military Police Detachment, 4th Marine Aircraft Wing [MP Det, 4th MAW]

Marine Ground Combat Element

1st Marine Division (Reinforced) [1st MarDiv]

Commanding General: MajGen James N. Mattis

Assistant Division Commander: BGen John F. Kelly

2d Marine Expeditionary Brigade [2d MEB, TF Tarawa]

Commanding General: BGen Richard F. Natonski

Marine Combat Service Support Element

Marine Logistics Command [MLC]

Commanding General: BGen Michael R. Lenhert
Appendix A 183

 1st Force Service Support Group [1st FSSG]

 Commanding Generals: BGen Edward G. Usher III

 BGen Richard S. Kramlich

 I Marine Expeditionary Force Engineer Group [I MEF EngGru]

 Commanding Officer: RAdm Charles R. Kubic, USN

Marine Forces with Fifth and Sixth Fleets

 26th Marine Expeditionary Unit (Special Operations Capable) [26th MEU (SOC)]

 Commanding Officer: Col Andrew P. Frick

Marine Fighter Attack Squadron 115 [VMFA-115], USS Harry S. Truman (CVN 75) 

Marine Fighter Attack Squadron 312 [VMFA-312], USS Enterprise (CVN 65)

Marine Fighter Attack Squadron 323 [VMFA-323], USS Constellation (CV 64) 

Appendix B

Selected Glossary of Terms and Abbreviations

AAA–Antiaircraft artillery

AAV–Amphibious assault vehicle

ATARS–Advanced Tactical Air Reconnaissance System

ATF-East/West–Amphibious Task Force-East and -West

ATO–Air tasking order

AW–All-Weather

BCL–Battlefield coordination line

BCT–Brigade Combat Team

CAS–Close air support

CASEVAC–Casualty evacuation

CE–Command Element

CENTCOM–U.S. Central Command

CFACC–Coalition Forces Air Component Commander

CFLCC–Coalition Forces Land Component Commander

CG–Commanding General

CPA–Coalition Provisional Authority

CO–Commanding Officer

COC–Combat Operations Center

CONUS–Continental United States

CSS–Combat Service Support

CSSB–Combat Service Support Battalion

CSSC–Combat Service Support Company

CTF–Combined task force

DS–Direct support

EOD–Explosive ordnance disposal

FAC–Forward Air Controller

FAC(A)–Forward Air Controller (Airborne)

FARP–Forward arming and refueling point

FLOT–Forward line of troops

FOB–Forward operating base

FPOL–Forward passage of lines

FRAGO–Fragmentary order

FSCL–Fire support coordination line

FSSG–Force Service Support Group

F/W–Fixed-wing

GCE–Ground Combat Element

HMH–Marine Heavy Helicopter Squadron

HMLA–Marine Light Attack Helicopter Squadron

HMM–Marine Medium Helicopter Squadron

HMMWV–High-Mobility, Multipurpose Wheeled Vehicle (Humvee)

JDAM–Joint Direct Attack Munitions

IFRC–International Federation of Red Cross and Red Crescent Societies

185
186 23 Days to Baghdad

LAAD–Low Altitude Air Defense

LAR–Light Armored Reconnaissance

LASER–Light amplification by stimulated emission of radiation

MACG–Marine Air Control Group

MAG–Marine Aircraft Group

MAGTF–Marine Air-Ground Task Force

MALS–Marine Aviation Logistics Squadron

MASS–Marine Air Support Squadron

MAW–Marine Aircraft Wing

MAWTS–Marine Aviation Weapons and Tactics Squadron

MEB–Marine Expeditionary Brigade

MEF–Marine Expeditionary Force

MEU–Marine Expeditionary Unit

MMT– Marine Air Traffic Control Mobile Team

MOPP–Mission-oriented protective posture

MOS–Military occupational specialty

MPF–Maritime Prepositioning Force

MTACS–Marine Tactical Air Command Squadron

MWCS–Marine Wing Communications Squadron

MWSG–Marine Wing Support Group

MWSS–Marine Wing Support Squadron

NAI–Named area of interest

NORAD–North American Aerospace Defense Command

OEF–Operation Enduring Freedom

OIF–Operation Iraqi Freedom

OPLAN-Operational Plan

PAO–Public Affairs Officer

POW–Prisoner of war

RCT–Regimental Combat Team

ROC–Rehearsal of concept

ROE–Rules of engagement

ROZ–Restricted operation zone

RPG–Rocket-propelled grenade

R/W–Rotary-wing

SCAR–Strike Coordination and Reconnaissance

SeaBees–Navy construction unit (from CB for Construction Battalion)

SEAL–Sea-Air-Land team (U.S. Navy special operations force)

SOF–Special Operations Forces

SOP–Standard operating procedure

SSE–Sensitive site exploitation

SSM–Surface-to-surface missile

TAA–Tactical assembly area

TF–Task force

T/O–Table of organization

UAV–Unmanned aerial vehicle

VMA–Marine Attack Squadron

VMAQ–Marine Tactical Electronic Warfare Squadron

VMFA–Marine Fighter Attack Squadron

VMFA(AW)–Marine (All-Weather) Fighter Attack Squadron

VMGR–Marine Aerial Refueler Transport Squadron
Appendix B 187

VMU–Marine Unmanned Aerial Vehicle Squadron

WMD–Weapon of mass destruction

Appendix C

Chronology of Events

2003

6 January 3d Marine Aircraft Wing (3d MAW) Operational Plan (OPLAN) 1003V rehearsal of con- 

 cept (ROC) drill at Marine Corps Air Station (MCAS) Miramar, California.

 Start of 3d MAW deployment in support of Operation Enduring Freedom/Operation 

 Iraqi Freedom (OEF/OIF).

16 January Maritime prepositioning force (MPF) offload begins.

17 January Amphibious Task Force–West (ATF-W) sets sail from San Diego, California.

23 January Wing advanced echelon deployed to Kuwait.

28 January Select Marine Corps Reserve deploying units activated.

February MPF offload complete (11 ships total).

10 February Wing main body deployed to Kuwait.

13 February Select Marine Corps Reserve CONUS generating forces activated.

20 February G-5 published 3d MAW OPLAN 1003V.

21 February Wing rear deployed to Kuwait.

28 February Wing representatives attended I Marine Expeditionary Force (I MEF) ROC drill at Camp 

 Commando, Kuwait.

5 March Wing operational planning team stood up at al-Jaber Air Base in Kuwait and representa- 

 tives attended force service support group ROC drill at Tactical Assembly Area Coyote.

19 March OIF commences; OPLAN 1003V rules of engagement (ROE) in effect.

 67 sorties flown.

 427 untasked ground alert sorties.

 28 Operation Southern Watch sorties flown.

 10 fixed-wing (f/w) and 5 unmanned aerial vehicle (UAV) I MEF targeting collection 

 sorties.

 202 f/w and rotary-wing (r/w) close air support/forward air controller (airborne) (CAS/ 

 FAC[A]) I MEF ground alert sorties.

 74 assault support I MEF ground alert missions.

 12 aerial refueling ground alert missions.

189
190 23 Days to Baghdad

4 KC-130s staged forward at Forward Operating Base (FOB) Joe Foss.

 Air strikes begin on Safwan, Iraq; assault is aborted because of weather and resched- 

 uled.

20 March 259 missions flown.

 156 untasked ground alert sorties.

 24 Coalition Forces Air Component Commander (CFACC) missions.

 235 I MEF missions.

 20 of 22 I MEF reconnaissance missions.

 Maintained constant airborne CAS coverage supporting Regimental Combat Team 5 

 (RCT-5) and multiple CAS missions in support of seizure of Division Objective 3.

 Maintained constant f/w FAC(A) coverage for both RCT-5 and RCT-7, flew f/w counter 

 fire for RCT-7 during movement across line of departure.

 Several missions diverted by CFACC to strike CSSC-3 missiles near Basrah, and S-60 

 antiaircraft guns in the U.S. Army’s V Corps zone.

 Began shaping effort against Iraqi second echelon forces.

 Safwan assault completed.

21 March 309 missions flown.

 116 untasked ground alert sorties.

 8 CFACC missions.

 301 I MEF missions.

 22 of 25 I MEF collections reconnaissance missions.

 Successfully prosecuted time-sensitive target, destroying residence with confirmation 

 that Ali Hasan al-Majid was inside at the time of impact.

 Provided 8 f/w CAS sorties supporting United Kingdom (UK) forces engaged at al-Faw.

 Flew 3 casualty evacuation (CASEVAC), 12 general logistics support, 4 ammo resupply, 

 4 fuel resupply, and 2 external resupply missions.

 Completed 16 KC-130 3d MAW aerial refueling missions.

 Pushed Marine wing support squadron (MWSS) and Marine air traffic control mobile 

 team (MMT) units forward to establish forward arming and refueling points (FARPs) at 

 Safwan and Jalibah.

22 March 351 missions flown.

 111 untasked ground alert sorties.

 20 CFACC missions.

 331 I MEF missions.

 8 advanced tactical air reconnaissance system (ATARS) I MEF collections missions.

 Flew CAS in support of UK forces engaged near Umm Qasr.

 Provided coverage for 1st Marine Division (1st MarDiv) crossing of Euphrates River.

 Directed 4 UK Harriers and 6 USAF A-10s to support TF Tarawa at an-Nasiriyah.

 Executed 6 CASEVAC, 11 general logistics support, 2 ammo resupply, and 4 fuel resup- 

 ply missions.

 Completed 15 KC-130 3d MAW aerial refueling missions.

23 March 317 missions flown.

 133 untasked ground alert sorties.

 9 CFACC missions.

 308 I MEF missions.

 10 ATARS I MEF collections missions.
Appendix C 191

 Provided CAS for UK near Basrah and TF Tarawa in an-Nasiriyah.

CFACC provided multiple A-10s to support I MEF.

Inserted 3 force reconnaissance teams into named areas of interest (NAIs) 14, 16, and 

 18.

Executed CASEVAC, 11 general logistics support, 2 ammo resupply, and 4 fuel resupply 

 missions.

Completed 13 KC-130 3d MAW aerial refueling missions.

24 March 301 missions flown.

141 untasked ground alert sorties.

13 CFACC missions.

288 I MEF missions.

10 ATARS I MEF collections missions.

Weather hampered operations in central and northern I MEF areas of operation.

Continued interdiction missions against Iraqi 6th and 10th Divisions near Basrah and al-

 Amarah.

Limited VMU missions, as units moved north in support of 1st MarDiv. Marine Un- 

 manned Aerial Vehicle Squadron 1 (VMU-1) displaced to Camden Yards FARP. VMU-2 

 stopped at PacBell FARP.

25 March Weather hampered flight operations in theater for 3 days. 

 3 missions flown.

114 untasked ground alert sorties.

13 CFACC missions.

177 I MEF missions.

10 ATARS I MEF collections missions.

Clearing began in mid-afternoon, with only limited flights before 1200Z.

Opened Wrigley (Highway 1) FARP.

26 March 151 missions flown.

119 untasked ground alert sorties.

13 CFACC missions.

36 I MEF missions.

2 ATARS I MEF collections missions.

Weather impeded sustained operations.

Coordinated Coalition aircraft from other bases.

27 March 194 missions flown.

108 untasked ground alert sorties.

10 CFACC missions.

184 I MEF missions.

4 ATARS I MEF collections missions.

VMU-1 reassigned to TF Tarawa.

3d MAW deployment in support of OIF completed.

28 March 371 missions flown.

73 untasked ground alert sorties.

11 CFACC missions.

350 I MEF missions.

10 ATARS I MEF collections missions.
192 23 Days to Baghdad

Accepted operational control of Marine Medium Helicopter Squadron 263 (HMM-263) 

 (Rein) from 24th Marine Expeditionary Unit (Special Operations Capable) (24th MEU 

 [SOC]).

29 March 341 missions flown.

 111 untasked ground alert sorties.

 19 CFACC missions.

 322 I MEF missions.

 10 ATARS I MEF collections missions.

30 March 277 missions flown.

 133 untasked ground alert sorties.

 19 CFACC missions.

 258 I MEF missions.

 8 ATARS I MEF collections missions.

 VMU-1 and VMU-2 each flew 6 missions.

 Flew CAS in support of RCT-1 and TF Tarawa.

 Significant progress in buildup of FARPs throughout the I MEF areas of operation.

 MWSS-271 moved to Qualcom FARP.

31 March 308 missions flown.

 122 untasked ground alert sorties.

 20 CFACC missions.

 288 I MEF missions.

 10 ATARS I MEF collections missions.

 77 common source 3d MAW sorties.

 Moved VMU-1 to Fenway FARP to support 1st MarDiv.

1 April 320 missions flown.

 118 untasked ground alert sorties.

 20 CFACC missions.

 300 I MEF missions.

 12 ATARS I MEF collections missions.

 86 common source 3d MAW sorties.

2 April 336 missions flown.

 126 untasked ground alert sorties.

 17 CFACC missions.

 319 I MEF missions.

 14 ATARS I MEF collections missions.

 42 common source 3d MAW sorties.

 Camden FARP closed.

 VMU-1 operating from Fenway FARP, and VMU-2 operating from QualCom FARP.

3 April 319 missions flown.

 110 untasked ground alert sorties.

 17 CFACC missions.

 302 I MEF missions.

 14 ATARS I MEF collections missions.

 38 common source 3d MAW sorties.
Appendix C 193

 Opened Three Rivers FOB near an-Numaniyah.

VMU-1 moved from Fenway to Three Rivers FOB.

Discontinued active engagement of enemy forces east of 045.07 Easting.

4 April 291 missions flown.

164 untasked ground alert sorties.

20 CFACC missions.

271 I MEF missions.

14 ATARS I MEF collections missions.

44 common source 3d MAW sorties.

5 April 262 missions flown.

163 untasked ground alert sorties.

77 CFACC missions.

185 I MEF missions.

14 ATARS I MEF collections missions.

6 April 279 missions flown.

174 untasked ground alert sorties.

89 CFACC missions.

190 I MEF missions.

14 ATARS I MEF collections missions.

VMU-1 and VMU-2 both operated at Three Rivers FOB and flew 6 and 4 missions, re-

 spectively.

7 April 244 missions flown.

156 untasked ground alert sorties.

89 CFACC missions.

155 I MEF missions.

14 ATARS I MEF collections missions.

VMU-1 operated at Fenway FARP; VMU-2 moved to Yankee FOB.

8 April 199 missions flown.

146 untasked ground alert sorties.

44 CFACC missions.

155 I MEF missions.

11 ATARS I MEF collections missions.

KC-130 operations at Yankee FOB.

VMU-1 operated at Qalat Sikar Air Base, flying 4 TF Tarawa missions; and VMU-2 oper-

 ated at Yankee FOB, flying 4 1st MarDiv sorties.

9 April 183 missions flown.

154 untasked ground alert sorties.

64 CFACC missions.

119 I MEF missions.

13 ATARS I MEF collections missions.

10 April 198 missions flown.

160 untasked ground alert sorties.

44 CFACC missions.
194 23 Days to Baghdad

154 I MEF missions.

 13 ATARS I MEF collections missions.

 VMU-1 flew out of Three Rivers FOB; VMU-2 and KC-130 conducted operations at 

 Yankee FOB.

 Conducted 7 CASEVAC missions.

11 April 174 missions flown.

 160 untasked ground alert sorties.

 57 CFACC missions.

 117 I MEF missions.

 13 ATARS I MEF collections missions.

12 April 160 missions flown.

 183 untasked ground alert sorties.

 57 CFACC missions.

 1 I MEF mission.

 13 ATARS I MEF collections missions.

 VMU-1 flew 3 TF Tarawa missions and VMU-2 flew 4.

13 April 161 missions flown.

 188 untasked ground alert sorties.

 30 CFACC missions.

 131 I MEF missions.

 13 ATARS I MEF collections missions.

 Ebbets FARP closed.

14 April 180 missions flown.

 178 untasked ground alert sorties.

 43 CFACC missions.

 131 I MEF missions.

 12 ATARS I MEF collections missions.

15 April 166 missions flown.

 197 untasked ground alert sorties.

 41 CFACC missions.

 125 I MEF missions.

 14 ATARS I MEF collections missions.

1 May End of major OIF combat.

5 May 3d MAW redeployment from OIF began.

24 May Advanced echelon redeployed from OIF.

6 June MajGen James A. Amos, 3d MAW, and staff returned to MCAS Miramar.

 BGen Terry G. Robling assumed duties as 3d MAW (forward) commanding general.
Appendix D

Unit Citation

195

Appendix E

3d MAW Aircraft Deployed during 

Operation Iraqi Freedom I

McDonnell Douglas AV-8B Harrier II

This single-engine light attack aircraft is primarily known for its short takeoff and landing ability, which 

allows the fixed-wing high-speed plane to be forward based and close to the front-line warfighters. Its 

six wing stations can accommodate AIM-9 Sidewinder air-to-air missiles and an assortment of air-toground weapons, external fuel tanks, and AGM-65 Maverick missiles; one centerline fuselage station can 

carry an AN/ALQ-164 DECM (deception electronic countermeasures) pod. Armed with a Litening II targeting pod, the Harrier can deliver GBU-12 and GBU-16 laser-guided bombs with pinpoint accuracy. A 

GAU-12 25mm six-barrel gun pod and accompanying 300-round ammunition pod can also be mounted 

either side of centerline. The AV-8BII+ features APG-65 radar common to the F/A-18, as well as all systems and features of the AV-8B Harrier II.

Northrup Grumman EA-6B Prowler

The primary function of the Prowler is to engage in airborne electronic warfare support to Fleet Marine 

Forces. Operated by a crew of four, it features an ALQ-99 onboard system to collect tactical electronic 

order of battle data, which can be recorded and processed after missions to provide updates to various 

orders of battle. Its ALQ-99 tactical jamming system variation is used to provide active radar jamming 

support to assault support and attack aircraft, as well as ground units, while the aircraft’s HARM (highspeed antiradiation missile) capability provides suppression of enemy air defenses. The USQ-113 communications jammer can detect and jam a wide range of communication frequencies to further degrade 

air defense and ground units’ capabilities.

McDonnell Douglas F/A-18A and C Hornet 

The single-seat A- and C-model Hornet is a twin-engine strike fighter designed to intercept and destroy 

enemy aircraft under all-weather conditions and attack and destroy surface targets. It features nine 

external weapon stations that can accommodate up to 13,700 pounds of weapons, sensors, and fuel. 

The C model, introduced in 1987, incorporated upgraded radar and avionics, as well as the capacity 

to carry new missiles, including the AIM-120 AMRAAM (advanced medium-range air-to-air missile) and 

AGM-65 Maverick and AGM-84 Harpoon air-to-surface missiles. Other improvements include the MartinBaker NACES (Navy aircrew common ejection seat), a self-protection jammer, and synthetic aperture 

ground-mapping radar that enables the pilot to locate targets in poor visibility. Night attack abilities were 

improved in 1989 with the addition of the Hughes AN/AAR-50 thermal navigation pod, the Loral AN/

AAS-38 NITE Hawk forward-looking infrared array targeting pod, night-vision goggles, and full-color 

multifunction displays and a color moving map.

McDonnell Douglas F/A-18D Hornet

Unlike the Navy, which uses this two-seat version of the F/A-18C as a trainer, the Marines employ the 

D model tactically as a strike fighter, but also as a forward air controller (airborne)/tactical air controller (airborne) and reconnaissance aircraft. In addition, its night attack suite allows pilots of the F/A-18D 

to conduct operations below weather at low altitude using night-vision goggles and forward-looking 

infrared radar systems. The D model, like the C, can carry up to 13,700 pounds of external ordnance, 

197
198 23 Days to Baghdad

including a variety of sensor pods and precision-guided weapons on nine external hard points: two 

wingtip stations for AIM-9 Sidewinder air-to-air missiles and four underwing and three fuselage stations. 

Air-to-ground weapons include all GBU series bombs; JSOW, JDAM, and Mk80 series general-purpose 

bombs; and CBU-59 cluster bombs. An M61 Vulcan 6-barrel 20mm rotary cannon with 520 rounds of 

ammunition is internally mounted in the nose. Production of this Hornet was discontinued, and the last 

F/A-18D was delivered to the U.S. Marine Corps in 2000.

Lockheed KC-130F/R/T Hercules

The Hercules is a multirole, multimission tactical tanker/transport that provides the support required by 

Marine air-ground task forces. This versatile asset can land and take off on short, unimproved runways 

and provides in-flight refueling to tactical aircraft and helicopters, as well as rapid ground refueling when 

required. The Hercules also provides aerial troop and cargo delivery, emergency resupply into unimproved landing zones within the objective or battle area, airborne direct air support center, emergency 

medical evacuation, tactical insertion of combat troops and equipment, evacuation missions, and support 

as required of special operations capable forces.

IAI/AAI RQ-2A Pioneer

The Pioneer was the first tactical battlefield unmanned aerial vehicle (UAV) in service with the U.S. military. Israel Aircraft Industries began its development in 1984 with deliveries to the Marine Corps in July 

1987. The UAV provides reconnaissance support to the Marine air-ground task force, which includes 

surveillance of designated areas of interest, reconnaissance of helicopter approach and retirement lanes, 

adjusting indirect fire support, support rear area security, and battle damage assessment. The Pioneer 

UAV is equipped with an inertial navigation system and a two-way C-band datalink. Although it can 

fly a preprogrammed mission, the craft is operated by the manual remote control using video provided 

by the datalink; maximum range for the line-of-sight datalink is 100 nautical miles. The RQ-2A can be 

equipped with a wide variety of mission payloads, primarily the Wescam DS-12 EO/IR (electro-optical/

infrared) sensor. 

Bell UH-1N Iroquois (nicknamed the “Huey” or “Twin Huey”)

The Twin Huey is a twin-engine helicopter that can be outfitted to support such operations as command 

and control with a specialized communication package, arms coordination, assault, medical evacuation 

for up to six litter patients and one medical attendant, external cargo, search and rescue using an external hoist, and reconnaissance and reconnaissance support. The Huey provides utility combat helicopter 

support to the landing force commander during ship-to-shore movement and in subsequent operations 

ashore. Considered the most widely used helicopter in the world, the Huey is armed with either the 

M240 7.62mm machine gun, GAU-16/A .50-caliber machine gun, or the GAU-17/A 7.62mm minigun; all 

three weapons systems are crew-served. The helicopter can also carry two 7- or 19-shot 2.75-inch rocket 

pods.

Bell AH-1W Sea Cobra

The Sea Cobra (aka Super Cobra or “Whiskey Cobra”) is a Marine Corps attack helicopter capable of 

operating day or night and with limited visibility. The two-person, tandem-seat, twin-engine aircraft is 

capable of land- or sea-based operations. It provides en route escort for assault helicopters; fire support and security for forward and rear area forces; point target/antiarmor; antihelicopter, armed escort; 

supporting arms control and coordination; point- and limited-area air defense from enemy fixed-wing 

aircraft; and armed and visual reconnaissance. The Sea Cobra is armed with a 20mm M197 three-barrel 

Gatling-type cannon with 750 rounds in a nose-mounted M97 turret, and four external stub-wing stations that can launch 2.75- or 5-inch rockets and precision-guided weapons, including BGM-71 TOW 
Appendix E 199

and AGM-114 Hellfire point target/antiarmor, AIM-9 Sidewinder antiair, and AGM-122 Sidearm antiradar 

missiles.

Boeing CH-46E Sea Knight

The Sea Knight is a medium-lift tandem rotor helicopter that provides all-weather, day or night assault 

transport of combat troops, supplies, and equipment. It also provides support for evacuation operations 

and other maritime special operations, over-water search-and-rescue augmentation, mobile FARPs, and 

aeromedical evacuation of casualties from the field to suitable medical facilities. The helicopter may be 

armed with up to two door-mounted GAU-15/A .50-caliber machine guns and a ramp-mounted M240D 

7.62mm machine gun. The CH-46 was first procured in 1964, and the updated E model was produced in 

1978. Although the craft continues to serve the Marine Corps in combat and peacetime environments, it 

is undergoing a phased replacement by Bell Boeing MV-22 Osprey tiltrotor aircraft. 

Sikorsky CH-53D Sea Stallion

The Sea Stallion is a medium-lift helicopter designed to transport up to seven tons of equipment, supplies, and personnel. Capable of both internal and external supply transportation, the twin-engine D 

model is shipboard compatible and capable of operating in adverse weather conditions both day and 

night. Twin-turbine engines turn a single, six-bladed main rotor, which has an automatic blade folding 

system. An automatic flight control system reduces pilot fatigue on long missions. The CH-53 is capable 

of emergency water landing and takeoff. The Sea Stallion can carry 38 combat-equipped troops or 24 

litter patients. It is armed with two GAU-15/A .50-caliber machine guns.

Sikorsky CH-53E Super Stallion

Despite its obvious relationship to previous versions of the CH-53, the E model is a totally different aircraft. The third engine, a seventh rotor blade, increased rotor diameter, and overall increased size bought 

the Marines—at 16-plus tons—more than double the 7-ton lift capacity of the D model. The Super Stallion normally seats 37 passengers, but it carries provisions for 55; it can carry external loads at increased 

airspeeds due to the stability achieved with the dual-point hook system. As the Marine Corps’ heavy-lift 

helicopter, it is compatible with most amphibious ships and is carried routinely on board LHA (landing, 

helicopter, assault) and LHD (landing, helicopter, dock) ships. The CH-53E is equipped with a refueling 

probe and can be refueled in flight, giving the helicopter indefinite range. A dual digital automatic flight 

control system provides exceptional flying qualities in all flight modes and an engine anti-ice system that 

allows all-weather capability. Precision navigation is provided by an integrated global positioning system 

and further augmented by the night-vision system’s forward-looking infrared sensor. Like the CH-53D, 

the Super Stallion carries two GAU-15/A .50-caliber machine guns.

Appendix F

3d MAW Statistics

Table 1. Summary of Flight Hours and Mishaps, 2003

Month Monthly flight hours Fiscal year flight hours Aircraft mishap rate

January 8,033.7 23,627.1 9.0

February 8,841.9 32,469.0 7.2

March 16,589.3 49,058.3 6.0

April 17,803.2 66,861.5 5.1

May 10,200.4 77,061.9 4.5

June 9,466.0 86,527.9 3.9

Table 2. Summary of Class “A” Mishaps, 2003 

Date Squadron Details

21 March HMM-268 CH-46 crashed

25 March VMU-1 Unmanned aerial vehicle 

crashed on landing

30 March HMLA-169 UH-1N crashed

4 April HMM-364 AH-1W crashed one-half-mile 

from landing zone

5 April HMLA-267 AH-1W crashed, struck a tower 

while engaging enemy 

14 April HMLA-169 AH-1W destroyed by secondary 

explosions

201
202 23 Days to Baghdad

Table 3. Daily Sorties Flown by 3d MAW, 2003 

Date Total I MEF Air Force CFACC

19 March 67 N/A N/A

20 March 259 235 24

21 March 309 301 8

22 March 351 331 20

23 March 317 308 9

24 March 301 288 13

25 March 183 N/A N/A

26 March 151 138 13

27 March 194 184 10

28 March 361 350 11

29 March 241 322 19

30 March 277 258 19

31 March 308 288 20

1 April 320 300 20

2 April 336 319 17

3 April 319 302 17

4 April 291 271 20

5 April 262 185 77

6 April 279 190 89

7 April 244 155 89

8 April 199 155 44

9 April 183 119 64

10 April 198 154 44

11 April 174 117 57

12 April 160 103 57

13 April 161 131 30

14 April 174 131 43

15 April 166 125 41

Note: Beginning on 5 April 2003, as the Coalition circle around Baghdad tightened, 3d MAW increased the number 

of sorties flown in support of the U.S. Air Force.
Appendix F 203

Table 4. Sortie Summary by Aircraft, 19–31 March 2003

19 20 21 22 23 24 25 26 27 28 29 30 31 Total

AH1W2 23 22 36 23 22 15 0 6 25 16 11 16 217

AV-8B 16 56 121 118 92 88 32 43 38 101 95 76 75 951

CH46E2 30 7 19 23 25 16 3 13 41 31 35 27 272

CH53E2 19 23 20 28 16 8 2 4 26 26 16 23 213

EA-6B 12 12 13 14 9 13 6 10 10 11 11 12 12 145

F/A18C14 35 38 44 35 42 36 32 34 44 57 43 51 505

F/A18D12 49 46 70 68 69 44 32 54 78 68 54 58 702

KC1301 12 21 21 23 21 18 20 27 23 22 25 25 259

RQ-2B 5 10 12 1 0 0 0 1 4 5 5 9 9 61

UH-1N 1 13 6 8 14 5 8 3 4 7 10 4 6 89

Totals: 67 259 309 351 315 301 183 146 194 361 341 285 302 3,414

Source: 3d MAW PowerPoint briefing (2003), titled “Op Plan 1003V Sorties Flown 2003.”

Note: Due to poor flying conditions and a sandstorm, 3d MAW flew fewer sorties on 19 and 25–26 March, which 

significantly limited rotary-wing air support on those days.

Front Cover: During Operation Iraqi Freedom, several Marine AH-1W Super Cobras 

land on a road near the Jalibah airstrip for 

fuel and munitions. The supplies were provided from a forward arming and refueling 

point operated by MWSS-373.

Photo by Sgt Giles M. Isham. 

Defense Imagery 030325-M-3 368I-007