Eyewitness to War

Volume I

The US Army in Operation AL FAJR:

An Oral History

Kendall D. Gott

General Editor

Interviews by

John McCool

Matt M. Matthews

Transcribed by

Colette Kiszka

Jennifer Vedder

Edited by

Jennifer Lindsey

Additional Interviews by

Dr. Christopher K. Ives

 Combat Studies Institute Press

 Fort Leavenworth, Kansas 66048
Library of Congress Cataloging-in-Publication Data

Eyewitness to war : a US Army oral history of Operation al-Fajr / Kendall D. Gott general 

editor ; interviews by John McCool ... [et al.].

 p. cm.

 1. Fallujah, Battle of, Fallujah, Iraq, 2004. 2. Unifi ed operations (Military science) 3. 

United States. Army--History--21st century. 4. Iraq War, 2003---Personal narratives, 

American. I. Gott, Kendall D. II. McCool, John. III. Series.

DS79.766.F3E93 2006

956.7044’342--dc22

2006035657

Cover photo by SSG Kimberly Snow, National Guard Combat Camerawoman.

CSI Press publications cover a variety of military history topics. The views expressed in this 

CSI Press publication are those of the author and not necessarily those of the Department 

of the Army, or the Department of Defense.

A full list of CSI Press publications, many of them available for downloading, can be found 

at http://www.cgsc.army.mil/carl/resources/csi/csi.asp.

For sale by the Superintendent of Documents, U.S. Government Printing Office

Internet: bookstore.gpo.gov Phone: toll free (866) 512-1800; DC area (202) 512-1800

Fax: (202) 512-2250 Mail: Stop IDCC, Washington, DC 20402-0001

ISBN 0-16-077312-1
iii 

Foreword

Eyewitness to War The US Army in Operation AL FAJR: An Oral History is 

a unique publication for the Combat Studies Institute. It is our fi rst publication to 

make exclusive use of oral history. This study is a derivative of the CSI Operational Leadership Experiences (OLE) project, a program that collects and archives 

fi rst-person experiences from the Global War on Terror. It can also be considered 

a companion to the recently published CSI Occasional Paper #20: Operation AL 

FAJR: A Study in Army and Marine Corps Joint Operations. Interviews collected 

for the OLE project formed the basis for that occasional paper and were so compelling, we felt a need to publish those interviews in a book series. 

In November 2004, the second battle for Fallujah was a brutal and bloody fi ght 

so characteristic of urban terrain. Under the overall command of the 1st Marine Division, four Marine infantry and two US Army battalions (Task Forces 2-2 Infantry 

and 2-7 Cavalry) were committed to the streets of Fallujah. At this same time, the 

Army’s 2d Brigade, 1st Cavalry Division formed a cordon to hold and isolate the 

insurgents in the city. Using the fi repower and mobility of the Army’s heavy armor 

and mechanized units to full effect, the Marine Regimental Combat Teams were 

successful in destroying the enemy and securing Fallujah in ten days.

Eyewitness to War interviews span a wide spectrum of participants, from 

commanders and senior non-commissioned offi cers at all levels to the fi rst-hand 

accounts of combat and combat service support personnel on the battlefi eld. We 

make no claim that this history is a comprehensive work, as these 37 people are 

but a fraction of the thousands who took part in the operation. This is primarily an 

Army oral history, though one of the Marine Regimental Commanders agreed to 

provide his story. The USMC bore the brunt of fi ghting in Fallujah and this study 

does not attempt to overlook their tremendous accomplishments. 

The individuals featured in this work volunteered to work with our staff over 

many months. Their stories are a tremendous testimony to the skill, fl exibility, and 

bravery of the US Army today.

This collection of personal experiences is the raw material history is made of. 

It is a riveting and useful way to study the past. And it is our hope that the insights 

derived from their roles in the second battle for Fallujah will better prepare the US 

Army for tomorrow’s endeavors. CSI – The Past is Prologue!

Timothy R. Reese

Colonel, Armor

Director, Combat Studies Institute

v 

Introduction

The Combat Studies Institute (CSI) was established at Fort Leavenworth, Kansas in 1979 with the mission to conduct original, interpretive research on historical topics pertinent to current doctrinal and operational concerns of the US Army. 

CSI’s further mission is to publish these results in a variety of useful formats and 

to conduct battlefi eld staff rides for the US Army. Today, CSI also assists the US 

Army’s Combined Arms Center in the development and implementation of an integrated progressive program of military history instruction. CSI’s mission further 

includes writing contemporary Army history, overseeing the Frontier Army Museum, and serving as the Command History Offi ce for the Combined Arms Center.

In 2005, the US Army Training and Doctrine Command (TRADOC) gave CSI 

the mission to conduct oral and videotaped interviews with offi cers who recently 

participated in operations in the Global War on Terrorism, including Operation Iraqi 

Freedom (OIF) and Operation Enduring Freedom (OEF). The Operational Leadership Experiences (OLE) section accomplishes this by arranging these interviews 

and providing transcription, archival support services, and website implementation. Digital copies of all interviews are posted on the Combined Arms Research 

Library (CARL) and CSI websites at http://www-cgsc.army.mil/carl/contentdm/

home.htm and http://usacac.army.mil/CAC/csi/.

Since its inception in the summer of 2005, the OLE section has conducted over 

350 interviews of returning veterans. Many offi cers interviewed were conveniently 

located at Fort Leavenworth as students of the Command and General Staff College, the School for Advanced Military Studies, or for one of the Pre-Command 

Courses. However, numerous other offi cers, soldiers, and civilians interviewed 

volunteered from units or posts located all around the world. The wide range of 

experiences and perceptions preserved for posterity is remarkable and continues 

to grow.

Eyewitness to War The US Army in Operation AL FAJR: An Oral History is the 

fi rst series of published interviews by the OLE section. The accounts in this book 

and successive volumes are the experiences of actual participants told in their own 

words. It is history in raw form, recorded for future generations by key leaders on 

the ground and the men and women there to see and hear the events unfold. The 

CSI staff only lightly edited the contents for clarity, to remove the occasional use 

of excessive profanity and the rare injurious personal attack. However, the content 

and tone describing the operation remain untouched. No classifi ed information 

was used or included in this book and the opinions expressed by the participants 

are their own.
vi

The bulk of this book consists of Army interviews, which are presented in 

order of rank. Two Marines, one airman, and a journalist are also included and provide interesting insight to the cooperation achieved between the services. Volume 

I provides an overview chapter of the second battle of Fallujah, named Operation 

AL FAJR (Dawn) by the Iraqis. This is a modifi ed version of a chapter featured in 

Breaking the Mold: Tanks in the Cities, published by CSI Press in 2006. Matt Matthews authored an additional work of great interest in the CSI Occasional Paper 

#20 Operation AL FAJR: A Study in Army and Marine Corps Joint Operations.

My thanks go foremost to the men and women who took the time and effort 

to be interviewed, provide statements, and review the fi nal transcripts. Additionally, the fi ne work of the OLE team, namely John McCool, Dr. Chris Ives, Colette 

Kiszka, and Jennifer Vedder who made this work possible by their untiring efforts 

to locate key personnel and to persevere under tight deadlines. High recognition 

and praise also go to Mr. Matt Matthews for identifying, tracking down, and interviewing a signifi cant number of the featured participants. Thanks and appreciation 

also goes to our editor, Jennifer Lindsey and also to Mike Brooks for his fi ne work 

in designing the cover. Lastly, this project could not have seen fruition without the 

support and sage advice of Colonel Timothy R. Reese and Dr. William G. Robertson.

Kendall D. Gott

Senior Historian

Research and Publication Team
vii 

Contents

Foreword .............................................................................................................iii

Introduction .......................................................................................................... v

Battle Overview ................................................................................................... 1

Interview Abstracts ............................................................................................ 19

Interviews

Colonel Michael Formica, Commander

2d Brigade Combat Team, 1st Cavalry Division ......................................... 25

Colonel James C. McConville, Commander

4th Aviation Brigade, 1st Cavalry Division ................................................. 39

Colonel Michael Shupp, Commander

Marine Regimental Combat Team 1 ............................................................ 47

Lieutenant Colonel Ken Adgie, Operations Offi cer (S3)

3d Brigade Combat Team, 1st Infantry Division ......................................... 69

Lieutenant Colonel William K. Mooney Jr., Commander

2d Battalion, 227th Aviation Regiment ....................................................... 83

Lieutenant Colonel Peter A. Newell, Commander

Task Force 2-2 ............................................................................................. 87

Lieutenant Colonel James Rainey, Commander

Task Force 2-7 ........................................................................................... 109

Major (Dr.) Lisa DeWitt, Surgeon

Task Force 2-2 ........................................................................................... 135

Major Andy Dietz, Information Operations Offi cer

Marine Regimental Combat Team 1 (RCT-1) ........................................... 157

Major Pete Fedak,

Advisor Team Leader to the 6th Battalion, Iraqi Army ............................. 177

Major Tim Karcher, Operations Offi cer (S3)

Task Force 2-7 ........................................................................................... 199

Major Erik Krivda, Executive Offi cer for Task Force 2-2 ........................ 211

Major Sean Tracy, Joint Fires and Effects Planner at III Corps ................ 233

Major Doug Walter, Alpha Company Commander

Task Force 2-2 ........................................................................................... 243
viii

Captain Chris Brooke, Charlie Company Commander

Task Force 2-7 ........................................................................................... 263

Captain Chris Carlson, Medical Platoon Leader

Task Force 2-2 ........................................................................................... 281

Captain Chris Boggiano, 2d Platoon leader

1st Infantry Division’s 3d Brigade Reconnaissance Troop ....................... 295

Glossary ..................................................................................................... 315
1 

Battle Overview

 Operation AL FAJR, November 2004

After the fall of Baghdad, to the American military in April 2003, Fallujah 

was one of the most violent areas of the country in the heart of what was dubbed 

the Sunni Triangle. Almost immediately after the fall of Saddam Hussein, Sunni 

fi ghters began targeting Coalition forces, local Iraqi leaders, and representatives 

of the emerging Iraqi government with violent riots, murders and bombings. 

Between May 2003 and April 2004, a number of different US units exchanged 

responsibility for the area. Neither they, nor the local Iraqi police and city leaders, 

proved able to defuse the simmering Sunni resistance. Meanwhile, the resistance 

grew stronger, taking advantage of a weak government as imams and sheiks incited 

further violence. Fallujah also served as a staging base for attackers operating in 

Baghdad.

After some violent confrontations with Iraqis, American units only occasionally 

ventured into the city to avoid further infl aming local passions. Twice in 2004, 

however, Coalition forces launched large-scale operations to destroy the Sunni 

resistance fi ghters in Fallujah. The fi rst attempt, in April 2004 failed, leading 

Coalition forces to launch a much larger and better-prepared attack in November. 

This was successful in destroying the Sunni insurgents, but caused a great deal of 

damage to the city.

The city of Fallujah dates back to the ancient times of Babylonia as a stop 

along a primary desert road leading west from Baghdad. As part of the modern 

Anbar Province, Fallujah was situated on the Euphrates River, 43 miles west 

of Baghdad. Prior to 1947, it was a small and unimportant town, but increased 

commerce and the introduction of industry caused its population to gradually swell 

to about 350,000 in 2003. The city of Fallujah measured about three kilometers 

square and consisted of over 2,000 city blocks with courtyard walls, tenements, 

and two-story concrete houses separated by squalid alleyways. These were laid 

out in a grid with a few wide boulevards, and the six lanes of Highway 10 that ran 

for two miles straight through the center of the city. South of this highway were 

decrepit factories. To the north were more spacious homes. As in many cities in Iraq 

at the time, half-completed homes, heaps of garbage, and wrecks of old cars graced 

every neighborhood. Ironically, the new highway system, sponsored by Saddam 

Hussein, had bypassed Fallujah and its importance and caused its population to 

plummet. (See Map 1.) 

With over 200 mosques, Fallujah was an important regional center of Sunni 

Islam and the population showed a great deal of support for the Ba’athists during 

the Saddam Hussein era. Most of the inhabitants practiced extreme Wahhabism 

and were traditionally hostile to all foreigners, meaning anyone not from Fallujah. 
2

The city had a well-earned reputation across Iraq as a very rough town, still fi rmly 

entrenched in the tradition of the clan. After the fall of Saddam Hussein and the 

disintegration of the Iraqi army, there were over 70,000 unemployed men in the 

streets. With no jobs and an uncertain future, many were highly susceptible to the 

call for active resistance against the American occupation. Later estimates showed 

that over 15,000 of these Iraqi men did just that. 

The 1st Battalion, 325th Airborne Infantry Regiment of the 2d Brigade, 82d 

Airborne Division was the fi rst unit assigned responsibility for Fallujah and the 

surrounding area when it was sent there in late April 2003. On the evening of 

April 28, 2003, hundreds of residents marched down the streets of Fallujah in 

defi ance of the American curfew to protest the Coalition’s presence outside a local 

school. Soldiers attempted to disperse the crowd with announcements, but failed. 

According to the unit, soldiers inside the school were responding to “effective fi re” 

coming from the protesters. According to locals, at this point, the 82d troopers 

fi red upon an unarmed crowd. Seventeen protesters were reportedly killed and 

Map 1. The Republic of Iraq.

Baghdad

Saudi Arabia

Syria

Iran

Jo

rda

n

100 Miles

Scale

Kuwait

Fallujah

Najaf

Nasiriyah

Basra

Kirkuk

Mosul

Tikrit
3 

there were no American casualties. This incident was the fi rst in a long chain of 

events leading to the major battle in November 2004. Stretched thin over a wide 

area, the paratroopers were unable to make substantial progress in quelling the 

unrest. It was replaced briefl y by elements of the 2d Squadron of the 3d Armored 

Cavalry Regiment in May 2003, but it was clear that a larger unit was needed.

This force was the 2d Brigade of the 3d Infantry Division (Mechanized). 

The 2d Brigade used its greater numbers, mobility and combat power to root out 

insurgents, prevent easy hit-and-run attacks, and support the local Iraqi civil and 

security forces. This “carrot-and-stick approach” was successful in driving down 

the number of incidents, but Fallujah remained a volatile and dangerous place. 

Unfortunately the carrot, in the form of lucrative contracts and lifting of curfews, 

was often responded to with further attacks by the resistance. The stick, in the form 

of the 2d Brigade conducting large-scale sweeps looking for weapons and wanted 

individuals, was often more effective. Meanwhile, efforts to pacify the people of 

Fallujah by rebuilding infrastructure continued with varying degrees of success.

The resistance fi ghters in Fallujah were unlike any the American Army had 

encountered since the Vietnam War. They wore no uniforms and blended in almost 

perfectly with the population. Operating from their own homes, there was no 

conventional infrastructure to target such as training camps or bases. Command 

and control was so loose that there was usually no perceptible chain of command or 

communications that could be readily intercepted or exploited. Huge stockpiles of 

weapons and explosive material remained from the war and were widely available 

for arming new recruits and in the manufacture of improvised roadside bombs. 

Members of the resistance were urged by the Wahhabi imams to drive out what 

they saw as the infi del invaders as well as any Iraqi who collaborated with them. 

Many mosques became arsenals used to stockpile weapons and explosives as 

well as safe havens for the resistance. The combination of religious zeal, idleness 

caused by high unemployment, and hatred for the occupation made recruiting an 

easy job. The resourcefulness and daring of the fi ghters made them a deadly foe. 

(See Map 2.)

The 2d Brigade, 3d ID rotated out of Fallujah in August 2003 and the 1st 

Battalion, 505th Parachute Infantry Regiment from the 82d Airborne Division 

replaced it. The situation in the city remained virtually unchanged in spite of the 

capture of some notable resistance leaders and large numbers of weapons and 

explosives. Particularly disappointing was the failure of two Iraqi Civil Defense 

Corps or ICDC battalions, arriving in February 2004, to pacify the city and bring it 

in line with the central government. Two days after their arrival, a massive attack 

by the resistance destroyed the central police station as well as the reputation of the 

ICDC. The Iraqi battalions were quickly withdrawn in disgrace. There was little 

signifi cant progress in pacifying the insurgency in Fallujah by the 82d Airborne 
4

forces during this rotation. Even the capture of Saddam Hussein on 13 December 

did not offer a respite. Instead, it appeared the resistance grew stronger. 

The First Marine Expeditionary Force was assigned to the Anbar Province 

in early March 2004 to relieve the 82d Airborne Division. Instead of focusing on 

large-scale search-and-sweep operations as the Army units had done, the Marines 

planned to try a different approach that focused on winning the hearts and minds 

of the populace. It was hoped that by interacting with the people of Fallujah, the 

situation would improve. The Marines had less than three weeks in theater when 

the situation rapidly grew worse.

The resistance was not impressed. Insurgent leafl ets nicknamed the Marines 

“awat,” a sugary soft cake. Attacks escalated. The defi ning moment came on 31 

March 2004 when insurgents ambushed four contractors from Blackwater USA, a 

private company providing security to the Coalition Provisional Authority (CPA), 

and strung up the charred corpses on a nearby bridge. The grisly scene, televised 

in the US and around the world, prompted a strong Coalition response. At about 

Map 2. The City and Sections of Fallujah, 2004.

Railroad

Station

Jotan

Jeghaifi

Muallimin Shurta Askari

Muhandisin

Resala

Hospital

Industrial Park

Quaries

1 Kilometer

Scale

Nazali

(Old City)

Shurhada

Sinai
5 

the same time, Shiite militia groups under the fi rebrand, Muqtada Al Sadr rose up 

in defi ance of the Coalition in several cities to the southeast of Baghdad. In April 

2004, the Coalition thus faced the greatest level of resistance to its occupation.

In reaction to the murder and mutilation of the four contractors, the Marines 

and Coalition forces launched Operation VIGILANT RESOLVE on 4 April 2004. 

The objective of the operation was to capture or kill those responsible for the 

murders and to restore control of the city to the Coalition and the Iraqi Governing 

Council. Senior Marine commanders had initially wanted to take a less forceful 

approach, fearing that heavy damage to the city and large numbers of Iraqi civilian 

casualties would be counterproductive to the long-range goal of pacifying the 

city. The CPA under Ambassador Bremer and the Bush Administration, however, 

believed that strong action was needed to prevent further attacks by the Sunni 

resistance in Fallujah. It is important to note that at nearly the same time as these 

murders were committed by Sunni insurgents, Shiite militias under Muqtada Al 

Sadr had seized control of several southern cities. Combined Joint Task Force-7 

(CJTF-7) issued hasty orders to the Marines to destroy the resistance in Fallujah.

Four Marine battalions from the 1st Marine Expeditionary Force were poised 

to assault into the city while two more formed a cordon around it. After conducting 

precision air and artillery strikes, the Marines began their assault on Fallujah. 

The fi ghting was intense and casualties heavy on both sides as the Marines made 

steady progress through the city, destroying insurgent forces as they went. On 9 

April, however, after fi ve days of heavy fi ghting, CJTF-7 ordered the Marines and 

Coalition forces to suspend offensive operations in Fallujah. Key members of the 

Iraqi Governing Council were threatening to desert the Coalition if the attacks 

were not stopped. International media and leaders were also pressuring the US 

to halt the offensive. After initially ordering Coalition forces to launch the attack, 

Ambassador Bremer reversed himself and ordered CJTF-7 to cease offensive 

operations over the protests of Coalition military commanders. The Marines had 

occupied about half of the city when the offensive was halted.

Marine commanders began talks with Fallujah city leaders and representatives 

of the insurgency. Attacks by the resistance continued as they resupplied themselves 

under the cover of the truce using humanitarian aid convoys to smuggle fi ghters and 

arms into the city. The Coalition and the Iraqi government opened a humanitarian 

supply route into the city and reopened the Fallujah General Hospital, previously 

closed because of the siege. In early May, the Marines withdrew from the city. In 

a controversial move, they handed over security responsibilities to the so-called 

Fallujah Brigade. This ad hoc force of locally recruited men was composed of 

former Iraqi soldiers and was initially commanded by Major General Jassim 

Mohammed Saleh, an offi cer from the defunct Republican Guards. After domestic 

and international outcry, he was immediately replaced by General Muhammad 

Latif, himself a former Iraqi Army intelligence offi cer. This cobbled-together 
6

unit failed miserably and quickly dispersed. Once again, the situation in Fallujah 

disintegrated. The Marines maintained a strong ring around Fallujah over the next 

several months in an effort to contain it, but left the city largely alone. 

Over the course of the summer and autumn, the insurgency took the 

opportunity to recruit, fortify, and stockpile supplies. Fallujah had become a 

symbol of resistance and an embarrassment to the new Iraqi Interim Government 

(IIG) which was formed on 28 June 2004. Coalition forces seemed powerless 

to do anything about it. Patience was wearing out. The Coalition continuously 

warned city leaders and residents that they were provoking a major assault on 

the city, but the warning went unheeded. Unlike the abortive April attack, which 

was called off when the Iraqi Governing Coalition almost self destructed, the IIG 

authorized an attack on the insurgents in Fallujah by Coalition forces. From the 

beginning, the IIG and CJTF-7 planned to follow the attack, sure to be destructive, 

with large-scale humanitarian relief efforts, civil and economic reconstruction, 

and a long-term security presence. Beginning in earnest on 30 October, air and 

artillery attacks pounded select targets in the city as an ominous warning. Near 

Baghdad, the British Black Watch Regiment relieved American forces preparing 

for the operation. Power was cut off to Fallujah on 5 November, and leafl ets were 

dropped warning people who remained in the city to stay inside their homes and 

not use their cars. On 7 November, the Iraqi government declared a 60-day state of 

emergency throughout most of the country. Heeding these warnings, between 75 

and 90 percent of the civilian population fl ed the city. 

Coalition Forces

The forces surrounding Fallujah and preparing to assault into it were composed 

of units from the US Army and Marines, supported by aviation assets from the 

Army, Marines, Navy, and Air Force. Additionally, Iraqi ground forces were used 

in a limited role as well. Lieutenant General John F. Sattler of the US Marines was 

placed in overall command of the operation. Sattler organized the assault forces 

into two regimental combat teams, each augmented by one US Army and two Iraqi 

Army battalions. Total numbers for the operation called for approximately 10,000 

Americans and 2,000 Iraqis. 

Regimental Combat Team 1 (RCT-1) was assigned to the western half of 

Fallujah and was composed of three battalions: the 3d Battalion, 1st Marines 

Regiment, and 3d Battalion, 5th Marine Regiment, and Task Force 2-7 Cavalry 

detached from the 1st Cavalry Division. Regimental Combat Team 7 (RCT-7) was 

assigned to the eastern half of the city and was composed of the 1st Battalion, 8th 

Marine Regiment and the 1st Battalion, of the 3d Marine Regiment, and Task Force 

2-2 Infantry, detached from the 3d Brigade, 1st Infantry Division. In addition to the 

Army battalions, each combat team was augmented by the addition of one Marine 

tank company. These tanks were dispersed down to company level to provide 
7 

direct support to the Marine rifl emen. The 2d Brigade Combat Team (2 BCT) of 

the 1st Cavalry Division was deployed around the city to block all movement into 

and out of Fallujah. An Iraqi battalion supported that effort as well. 

The units assigned to the operation were composed mainly of veterans of OIF 

from 2003 and had accumulated a great deal of experience in urban operations. In 

the weeks prior to the operation, these units had the opportunity to train and rehearse 

and had honed their skills to a sharp edge. The American military forces were 

supplied with up-to-date equipment including advanced night vision goggles and 

sights and communications gear. The heavy armored vehicles used in the coming 

operation were the M1A2 Abrams tank and the M2A3 Bradley Infantry fi ghting 

vehicle. The Marines also employed AAV-7A1 Amphibious Assault Vehicles, but 

relegated them generally to a heavy weapons platform.

The operation included at least fi ve small battalions from the growing Iraqi 

army and security forces. These were the 1st and 4th IIF, the 36th Commando, 

and 5th and 6th IAF battalions. These uniformed forces were armed with AK-47 

rifl es and Soviet-made machine guns, which were standard in the old Iraqi army. 

Their training in complex urban operations was rudimentary, and they were to play 

a supporting role, sweeping through and securing buildings the Americans had 

passed through. The Iraqi forces were also ideal to battle insurgents holed up in 

mosques, as widespread civilian hostility was expected if American forces were to 

do so. Use of Iraqi forces would serve to reinforce the perception that Iraqis were 

able and willing to secure and run their own country.

The Plan of Attack

The attack on Fallujah was originally called Operation PHANTOM FURY by 

the Americans, but was renamed Operation AL FAJR (Dawn) by the Iraqi Prime 

Minister, Ayad Allawi. It was meant as a means for the Interim Iraqi Government to 

establish control over the city to bolster its fl agging prestige and to create enough 

security that the national elections scheduled for January 2005 could be held as 

planned. A secondary, but very important objective, was to destroy the resistance, 

killing as many insurgents as possible with a minimum amount of casualties to 

Coalition forces and civilians. The operation did not receive full support within 

the Iraqi government and posed a serious risk of alienating large segments of the 

population, particularly those of the Sunni sect.

The tactical plan was simple and included an unprecedented level of integration 

between Marine and Army units at almost every tactical level. With the cordon in 

place, the assault forces would assemble to the north of Fallujah and would attack 

due south within assigned sectors. The Army’s heavy armor would lead the assault 

into the city with the soldiers and Marines closely following to provide cover and to 

clear each and every building. Trailing Iraqi forces would conduct further searches 

for insurgents and logistics caches and assault mosques as needed. Using heavy 
8

armor to achieve deep penetrations in an urban environment was a great departure 

from the traditional use of tanks as a supporting arm to the infantry. In this battle, 

the audacity and shock effect of the Army armor was counted upon to disrupt the 

insurgent defense. Massing such a force was diffi cult to accomplish unnoticed, so 

surprise was achieved by a 12-hour bombardment and a demonstration of activity 

to the south to draw the insurgents’ attention to that sector. The units participating 

in the operation were to be methodical in their operation, clearing their zone 

entirely of insurgents. A high level of collateral damage was expected, but civilian 

casualties were to be avoided, if possible. Blocking positions around the city 

would prevent the escape of hostile combatants. The initial objective was Phase 

Line Fran, Highway 10, running through the heart of the city. Once the city was 

secured north of that line, the Coalition forces would fi ght on to Phase Line Jena to 

the south. Once that objective was reached, the attacking forces would turn about 

and sweep through the city in a northerly direction. The attack was scheduled to 

begin on 7 November. 

Over the preceding months, a massive intelligence effort collected a large 

amount of information on the insurgent forces in Fallujah. Using every conceivable 

asset, including Special Forces, human intelligence, unmanned aerial vehicles 

(UAVs), and satellites, a fairly clear picture of the situation was known. Safe 

houses, weapons caches, and the routines of key leaders were identifi ed, as well 

as an approximate number of insurgents active in the city. This information, as 

well as detailed maps and overhead imagery, was disseminated down to the lowest 

commander, and even down to the squad level in many cases. The commanders and 

troops at all levels felt confi dent they knew where the enemy was in their sector 

and could plan their operation in detail. During the operation, these intelligence 

assets quickly switched to target acquisition and were instrumental in bringing 

effective supporting fi res on target.

The intelligence picture in November showed the resistance had used the 

preceding months to turn Fallujah into a fortress. There were approximately 3,000 

insurgents in the city, of which about 20 percent were foreign Islamic militants. 

They were armed with AK-47 rifl es, RPG-7s, and a large amount of grenades, 

mines, and explosives. Attackers could expect a fanatical defense from every 

building and crevice and from any angle. The dreaded improvised explosives and 

booby traps were no doubt in place. For tactical movement, the insurgents had 

dug tunnels between buildings and used the existing sewer system. It was believed 

that Jordanian terrorist Abu Musab al-Zarqawi, was located in the city. As a highranking member of the Al Qaeda terrorist organization, his capture or death was a 

high priority.
9 

The Assault

Operation AL FAJR commenced on 7 November as the planned aerial and 

artillery bombardment began and the ground forces moved to their assault positions. 

At 1900, the Iraqi 36th Commando Battalion quickly captured the Fallujah General 

Hospital to the west of the city, while the Marine 3d Light Armored Reconnaissance 

Battalion secured the two bridges south of the hospital. This mission succeeded in 

blocking the routes of egress to the west and secured the hospital for use in treating 

civilian casualties. The major ground assault was now set to begin. (See Map 3.)

The four Marine and two Army battalions began their assault along a broad 

front in the early hours of 8 November. The heavy armor of Task Force 2-7 Cavalry 

and Task Force 2-2 Infantry led the way into the city as they quickly breached the 

railroad embankment in several places. Army engineers and armor were shifted to 

assist the temporarily stalled Marines in their sectors. The Army tanks and IFVs 

stayed close to either side of the street when possible to provide cover for the 

vehicles on the other side. Dismounted soldiers provided cover against insurgents 

Hospital

Industrial Park

1 Mile

Scale

II

Marine

3-5 II

2-7

II

2-2

II

Marine

1-3

II

Marine

1-8

II

Marine

3-1

Railroad

Station

Phase Line Fran

Phase Line Jena

II

IIF

4

II

IAF

5

II

IAF

6 X

2

II

IIF

1

Marine

3

II

II

CDO

36

Map 3. In Position to Assault, 8 November 2004.
10

attempting to ambush the vehicles by using copious amounts of automatic fi re 

and snipers, and by sweeping through the buildings. Often, the rifl emen identifi ed 

enemy positions for the armor, which then used its heavy ordnance against the 

target. Armored vehicles toward the rear also covered the advance and their 

increased distance from targets allowed them to shoot higher than forward 

armor, because the tanks’ main guns had a limited elevation. Artillery, mortars, 

and air strikes eliminated the more stubborn pockets of resistance. Engineers and 

armored vehicles rammed through the many obstacles and roadblocks. Soldiers 

generally entered houses only after tanks rammed through walls or specialists 

used explosives to create openings. The Marines typically used their traditional 

small unit techniques of fi re and maneuver to close with and destroy the enemy. 

This technique was far slower than the Army’s and often allowed the insurgents 

to fall back or shift forces. However, the general advance was steady and rapid, as 

the Army armor ripped through the enemy defenses followed by the soldiers and 

Marines, who cleared each building before moving on. By the afternoon, they had 

secured the train station and had entered the Dubat and Naziza districts in the west 

and the Askari and Jolan districts in the east. Soldiers seized apartment complex 

in the northwest, which looked down on the city. Heavy weapons emplaced there 

provided excellent cover by fi re to assaulting forces. The Iraqi forces joined in on 

the attack and conducted their operations aggressively and well. (See Map 4.)

The insurgents were clearly overwhelmed from the onset by the speed and 

shock of the massed armor and fi repower. For example, in the Jolan district, in the 

western edge of Fallujah, the resistance was expected to be particularly intense. 

Intelligence reports indicated the most hardline units were located here and the area 

consisted of densely packed buildings and narrow streets. Although there was stiff 

fi ghting, it was below expectations with only small bands of insurgents numbering 

less than 20 being encountered. These were quickly destroyed or forced to fall back 

under heavy fi re using their prepared tunnels and routes of egress. Some analysts 

believe it was indicative that many insurgents chose to fl ee the city when they had 

the chance, or that the deception operation to the south was successful.

In the early morning of 9 November, the Marines conducted a passage of lines 

through the sectors of TF 2-7 Cavalry and TF 2-2 Infantry, placing the Army armor 

to the rear of the advance, but ready to respond where needed. The Marine tanks 

remained close behind the advancing rifl emen to provide direct fi re support. The 

fi ghting was so intense though, the Army tanks and IFVs could not respond to all 

the calls for assistance from the embattled Marines. In many cases the Marines in 

the vanguard had to rely on their organic systems, such as the AT-5 antitank rocket, 

indirect fi res, or air strikes. However, at one point, the air strikes and artillery were 

halted. So many troops were engaged in the densely packed city that a pause was 

needed to ascertain precise friendly positions to prevent fratricide. By the end of 

the third day, the Army and Marine forces were deep into Fallujah. The greatest 
11 

gains were in the northeast part of the city, where TF 2-2 Infantry succeeded in 

reaching Phase Line Fran, thus cutting the highway, blocking an insurgent escape 

route, and securing a shorter supply route for Coalition forces.

Iraqi army units captured two large mosques on 10 November after heavy 

fi ghting in which they performed quite well. Each of these had been used as 

insurgent command posts, supply depots, ammunition dumps, and improvised 

explosive device factories. They had also been insurgent safe houses and fortresses 

from which to attack Coalition forces. The Iraqi forces found remnants of the 

black outfi ts and masks routinely worn by the resistance, as well as banners of 

the insurgency and videos of the executions of foreign hostages. In addition, they 

uncovered many weapons and large amounts of ammunitions and supplies. By 

the end of the 10th, the fourth day of the operation, the Americans and Iraqis had 

retaken over half of Fallujah, including many key civic and military buildings. 

Mop-up operations continued in their zones and the Jolan district was turned over 

to the Iraqis. The fi ght for the rest of the city lay ahead.

Map 4. Initial Assualt on Fallujah, 9 November 2004.

Hospital

Industrial Park

Railroad

Station

Phase Line Fran

Phase Line Jena

II

CDO

36

II

IIF

4

II

IAF

5

II

IAF

6 X

2

II

Marine

3-1

II

2-7 II

Marine

3-5

II

Marine

1-8

II

Marine

1-3 II

2-2

II

IIF

1

1 Mile

Scale

Marine

3

II
12

By 11 November, the strategy of attacking and clearing in zone had driven 

most insurgent forces into the southern part of the city. Coalition forces paused the 

advance briefl y to consolidate and resupply but the clearing operations continued. 

By the end of the day, the offensive continued across Phase Line Fran with the 

armor of TF 2-7 Cavalry and TF 2-2 Infantry again in the lead. The assault would 

be a repeat of the previous days. Full control of Fallujah was expected within 48 

hours with an additional week or so for fully clearing the city. By 11 November, 

at least 18 Americans and fi ve Iraqi soldiers were killed and over 160 wounded. It 

was estimated that 600 insurgents were killed. (See Map 5.)

The intense street fi ghting continued for three more days until coalition forces 

reached Phase Line Jena, which marked the southern limits of the city. Over 300 

insurgents surrendered, many of these surrounded in a mosque. Marines and Soldiers 

found thousands of AK-47s, RPGs, mortar rounds, and improvised explosives in 

houses and mosques. US commanders feared that sleeper cells would rise up once 

the assault had passed through an area and continue the resistance.

Hospital

Industrial Park

Railroad

Station

Phase Line Fran

Phase Line Jena

II

CDO

36

II

IIF

4

II

IAF

5

II

IAF

6 X

2

II

IIF

1

II

IIF

2

II

2-7

II

Marine

3-5 II

Marine

3-1

II

Marine

1-8

II

Marine

1-3

II

2-2

1 Mile

Scale

Map 5. Fallujah, 11 November 2004.
13 

When Coalition forces reached Phase Line Jena on 15 November, they turned 

about and began re-clearing buildings as they moved northward. The Army and 

Marine battalions broke down into company, platoon, and squad-size elements to 

thoroughly search for hiding insurgents and caches. The progress was methodical 

with a great concern for booby traps laid by roving bands of the resistance. These 

efforts were not in vain as additional weapons and explosives were found. By 16 

November, the city of Fallujah was declared secured by Coalition forces, although 

the search and sweep operations continued for several weeks. (See Map 6.)

A total of 38 Marines and Soldiers, plus six Iraqi soldiers lost their lives in 

the battle. They killed between 1,200 and 2,000 insurgents during Operation AL 

FAJR. Three of the American fatalities were not battle-related injuries. At least 

275 Americans were wounded. US forces also captured between 1,000 and 1,500 

insurgents. 

Hospital

Industrial Park

Railroad

Station

Phase Line Fran

Phase Line Jena

II

CDO

36

II

IAF

5

II

IAF

6 X

2

II

IIF

2

II

IIF

1

II

IIF

4

II

Marine

3-5

II

2-7

II

Marine

3-1

II

Marine

1-3

II

Marine

1-8

II

2-2

1 Mile

Scale

Map 6. Fallujah, 15 November 2004.
14

The Aftermath

Much of the city was heavily gutted by the operation. Over 60 percent of 

Fallujah’s buildings were damaged, 20 were destroyed outright, and 60 of the 

mosques were heavily damaged. In response to the operation and damage, the 

Sunni minority in Iraq was enraged. Insurgent activity surged across the country 

and widespread demonstrations followed. Sunni turnout was indeed low in the 

important January 2005 Iraqi elections, but subsequent Sunni participation 

increased during the elections in June and December 2005.

As part of the full spectrum of Coalition and Iraqi efforts to retake Fallujah, 

during battle the Iraqi government and the Coalition sent medical and reconstruction 

teams to the area with 14 trucks loaded with medical supplies and humanitarian 

goods. Unable to enter into the city because of the military operations, they were 

diverted to villages surrounding Fallujah where tens of thousands of Fallujah 

residents had evacuated before the battle began. Meanwhile, Iraqi and American 

forces sought out civilians still in the city who were in need of medical care using 

loudspeakers, leafl ets, and word of mouth. The Fallujah General Hospital was 

reopened to care for them.

When fi ghting was completed, the Coalition then entered the second phase of 

the operation, that was the rebuilding of Fallujah’s damaged infrastructure and the 

creation of a new civil government and security force for the city. Destruction of 

the insurgents was only the fi rst step in making the city secure for its citizens. 

The slow process of reconstruction began when residents of Fallujah were 

allowed to return in mid-December. Strict access controls prevented the insurgents 

from reentering the city. Random and sporadic acts of violence by the insurgency 

gradually resumed, but the insurgent grip on Fallujah was destroyed and Operation 

AL FAJR served as an example for cities in open defi ance of the new Iraqi 

government. 

In Retrospect

By November 2004, the Army and Marine forces in Iraq had developed 

tremendous skill in the tactics, techniques and techniques of urban warfare, honing 

them to a science. Many, if not most of the offi cers and troops were veterans of the 

initial invasion of Iraq in March and April of 2003 and the subsequent occupation 

of the country. The US Army and Marines had standing urban operations doctrines, 

which were applied and modifi ed to meet the situation. The Soldiers and Marines 

also tended to have their own style in combat. Both Army task forces relied on the 

mobility, fi repower and protection afforded by their Abrams tanks and Bradley 

fi ghting vehicles to rapidly attack through and destroy insurgent positions en route 

to their objectives within the city. Soldiers did not hesitate to level a building from 

which they received hostile fi re before they occupied it. With only a few exceptions, 
15 

they also did not hesitate to destroy buildings simply suspected of holding 

insurgents. The Marines, in comparison, tended to rely on the use of dismounted 

infantry units to attack and clear buildings. They called on direct fi re from tanks 

and other vehicles, or called for indirect fi re support only after an attack was stalled. 

Marines also had the diffi cult mission of methodically clearing every building in 

the city looking for insurgents that had been bypassed or remained hidden. Tactical 

coordination between the two services was sometimes strained as these differences 

surfaced and Army units got ahead of their Marine counterparts. Differences in 

communications equipment and procedures also hampered coordination at times. 

However, both services overcame organizational friction and worked well together 

toward defeating the insurgency in Fallujah.

Heavy ordnance delivered from aircraft and artillery was used effectively as a 

rolling barrage to cover the movement of ground forces and to obliterate insurgent 

positions. Key buildings and mosques were spared when possible, but they were 

engaged aggressively when insurgents used these structures in their operations. 

Precision munitions and excellent fi re support communications ensured quick, 

accurate, and deadly fi res.

Considering the complexities of the situation, the intelligence support for 

Operation AL FAJR was superb. Using the prior weeks and months to great effect, 

the various intelligence agencies and platforms were able to paint an accurate 

picture of the situation and disseminate that information down to the lowest 

echelons. When the battle began, these assets quickly shifted to acquiring targets 

and assessing the capabilities and intentions of the insurgents.

Iraqi forces proved capable of cooperating within the coalition for this 

operation. Although they played a limited role, they did attack key targets, like 

mosques, thus avoiding widespread consternation had an American unit done so. 

When they fought, the light Iraqi units fought effectively within their capabilities. 

The insurgents had hoped to turn Fallujah into a killing zone, but were 

disappointed. The American and Iraqi forces were effective in countering the 

insurgents’ tactics by not rushing to the center of the city to be surrounded and 

eliminated piecemeal. Instead, they cleared and secured each building and the 

routes of ingress before moving on to the next. Additionally, some American and 

Iraqi forces remained behind the advance to keep the insurgents from reoccupying 

previously cleared areas. Establishing clear zones of operation and excellent 

communications facilitated this.

A key element in the success of the coalition in Fallujah was the application 

of American armor, namely the M1A2 Abrams tank. The Abrams was able to take 

enormous punishment and continue operating. In many instances, these tanks 

received multiple hits from RPG-7s, which failed to penetrate the heavy armor; 

even large improvised explosives failed to knock tanks out. The tactics used by the 
16

Americans offset the inherent design weaknesses of tanks in the cities. Operating 

in pairs, tanks covered each other while others remained a short distance behind 

lending support. The same can be said about the Bradley vehicles, although their 

armor was far less capable. The Marines had dispersed their tanks to provide direct 

support to the rifl emen, and this time honored tactic worked to systematically 

destroy tough enemy positions. Conversely, the Army battalions assigned to this 

operation used a different approach. Instead, they led their assault with the heavy 

armor, which blasted through the city and unhinged the enemy defenses. This 

allowed for the rapid advance of the infantry and the clearing of their zone, and 

ensured a rapid victory.

The battle for Fallujah was a stunning victory with a historically low casualty 

rate for an urban fi ght of this size and scope. The success of the Operation AL FAJR

was a tribute to the professionalism and training of the US military, the teamwork 

between the US Army and the US Marine Corps. For the remainder of this book, 

the participants tell their story.

Kendall D. Gott

Senior Editor
17 

Endnotes

1. The text and analysis were compiled using various unit briefi ngs, media reports, 

and the few published works available. No classifi ed material was used in the writing of 

this work.

2. Mike Tucker, Among Warriors in Iraq: True Grit, Special Ops, and Raiding in 

Mosul and Fallujah (Guilford, CN: The Lyon’s Press, 2005), 89-90. Bing West, No True 

Glory: A Frontline Account of the Battle for Fallujah (New York: Bantam Books, 2005), 

13. Anbar Province, the largest province in Iraq, borders Syria and Jordan to the west 

and Saudi Arabia to the south. Anbar is largely a combination of desert and steppe and 

is generally an inhospitable environment. Temperatures can get as high as 115 degrees 

Fahrenheit in the summer.

3. West, 13-14. Fallujah was known as the “city of mosques” due to the large number 

of them.

4. West, 14-16.

5. Anthony H. Cordesman and Patrick Baetjer, The Lessons of Modern War, Volume 

I: The Arab-Israeli Confl icts, 1973-1989 (Boulder, CO: Westview Press, 1990), 30-31, 40, 

46. The common term for these bombs was improvised explosive devices” or IED.

6. West 26, 47-49. Cordesman, 72. Iraqi Civil Defense Corps (ICDC) units were 

established by coalition executive order on September 3, 2003, as a temporary force to 

augment coalition troops. The ICDC has taken on a larger role and now participates in 

counterinsurgency and other military operations. It is an example of a national guard 

or constabulary force that provides internal security. The coalition plans for 36 ICDC 

battalions to include some 30,000 to 40,000 men.

7. West, 3-4, 51, 58.

8. Cordesman, 52, 72, 356-7. See also West, 258. This operation was controversial 

from concept to execution. The US media portrayed it as a humiliating loss and some 

Iraqi battalions refused to fi ght. The Fallujah Brigade, a hastily raised and equipped force, 

was disbanded within four months. Many of its soldiers joined the insurgency. Across the 

country the number of signifi cant attacks did decline for a month or so but rose again.

9. Fallujah residents were without running water and were worried about food 

shortages. Faced by a hostile press and strong Democratic Party opposition, it is no surprise 

the Bush Administration waited until after the general elections to launch an attack. The 

timing also avoided the hot summer temperatures.

10. West, 258.

11. West, 258-60. The tactic of establishing a cordon around Fallujah had not been 

employed back in April. For brevity and clarity the Army and Marine battalions are known 

by their offi cial designations. They were, in fact, task forces with infantry or armor attached 

for the mission at hand.

12. It was expected that over 2,000 Iraqi troops would participate in the operation, but 

an unknown number of them deserted prior to D-Day.

13. Cordesman, 51, 85, 97. The Industry Minister, Hajim Al-Hassani of the mainly 

Sunni Iraqi Islamic Party, quit the government in protest over this operation.

14. West, 258. Under international law mosques granted protected status but lose that 

status if they are used for military purposes. The attack in April had come from the south 
18

and the Americans had hinted to the media and Iraqis that it would come from that direction 

this time as well.

15. West, 257. Improvised explosive devices were the most-feared threat to the 

coalition planners.

16. Cordesman, 104, 359-60. West, 260.

17. West, 263, 268-9.

18. West, 270.

19. West, 284-5, 315. It is believed that Abu Musab al-Zarqawi, leader of the insurgent 

faction in Fallujah, fl ed the city on this day. Meanwhile, the leading Sunni political party, 

the Iraqi Islamic Party, announced it was withdrawing from the interim government and 

called for a boycott of the upcoming national elections.

20. Cordesman, 104, 359-60. West, 275. The Iraqi 5th Battalion, 3d Brigade seized Al 

Tawfi q Mosque and the Iraqi Police Service’s Emergency Response Unit and elements of 

the 1st Brigade of the Iraqi Intervention Force captured the Hydra Mosque. A number of 

insurgents were captured as well and were transferred to the Abu Ghraib Prison for further 

questioning. Some armed women and children took part in the fi ghting throughout the 

city.

21. West, 282.

22. Cordesman, 360. On 13 November Prime Minister Alawi declared Fallujah 

liberated. West, 293, 305. 

23. West, 316. Cordesman, 360. Tucker, 94.

24. West, 315-7. These numbers indicate that over a quarter of the buildings and 

mosques had heavy damage.

25. David L. Phillips, Losing Iraq: Inside the Postwar Reconstruction Fiasco (New 

York: Westview Press, 2005), 216.

26. Cordesman, 103. Phillips, 222. The loss of Fallujah deprived the Sunni insurgents 

and terrorist groups of their major sanctuary in Iraq.

27. Cordesman, 103.

28. Jason Conroy and Ron Martz. Heavy Metal: A Tank Company’s Battle to Baghdad

(Dulles, VA: Potomac Books, Inc., 2005), 169, 267-8. The US Army’s M1127 Stryker 

vehicle was not used in this fi ght. There were Stryker units able to participate, but did not. 

Instead they were used to maintain the cordon around the city, a role for which they were 

better suited.
19 

Abstracts

Colonel Michael Formica, Commander, 2d Brigade Combat Team, 1st Cavalry 

Division: During his 13-month deployment to Iraq, beginning in January 2004, 

Colonel Formica commanded the 2d Brigade Combat Team, 1st Cavalry Division, 

better known as the “Black Jack Brigade.” In addition to discussing his brigade’s 

pre-deployment training, its task organization and myriad missions in the Camp 

Victory environs, he discusses at length the role Black Jack played in Operation 

AL FAJR. Formica describes the exceptional teamwork that existed from the joint 

perspective, a situation that even enabled Marine squads to operate inside Army 

infantry platoons. After the securing of Fallujah, the Black Jack Brigade continued 

working under the Marines in south Baghdad, enabling the successful January 

2005 elections.

Colonel James C. McConville, Commander of 4th Aviation Brigade, 1st 

Cavalry Division: Deployed in support of Operation IRAQI FREEDOM, from 

March 2004 through February 2005, Colonel McConville commanded the 1st 

Cavalry Division’s 4th Aviation Brigade and focuses on his unit’s participation 

in Operation AL FAJR in this interview. McConville begins by laying out the 

principal differences between Operation VIGILANT RESOLVE in April 2004 and 

what occurred in Fallujah in November 2004. He explains the movement of troops 

into attack positions in detail. McConville describes his brigade’s Kiowa Warrior, 

Blackhawk and Apache helicopters performing a wide variety of reconnaissance, 

security, attack and lift missions, many of which had larger strategic implications. 

McConville, himself, was part of a Kiowa Warrior team that was conducting 

counter mortar and rocket interdiction missions.

Colonel Michael Shupp, Commander of the Marine Regimental Combat 

Team 1: Colonel Shupp commanded Marine Regimental Combat Team 1 during 

Operation AL FAJR. Focusing on the battle itself, he provides excellent details and 

deep insights into the planning, the task organization and the daily, even hourly, 

conduct of the operation, as well as his experiences and working relationships with 

Iraqi security forces and with Task Force 2-7, an Army unit attached to RCT-1. 

Lieutenant Colonel Ken Adgie, Operations Offi cer (S3) for 3d Brigade Combat 

Team, 1st Infantry Division: Lieutenant Colonel Adgie served as the operations 

offi cer (S3) for the 1st Infantry Division’s 3d Brigade Combat Team between July 

2004 and June 2005. In this capacity, he was intimately involved in the planning 

and force packaging for Operation AL FAJR. In this interview, Adgie discusses 

in great detail the packaging and task organization of Task Force 2-2 and stresses 

the methodology used in the planners’ efforts. Although not directly involved in 

the fi ght proper, Adgie monitored hostilities, “fi lled requests and needs,” and here 

provides a wealth of insights into how Army units communicated, worked and 

fought with their Marine Corps counterparts, as well as the course of battle itself.
20

Lieutenant Colonel William K. Mooney Jr., Commander of 2d Battalion, 227th 

Aviation Regiment: The commander of 2d Battalion, 227th Aviation Regiment 

during Operation AL FAJR, Lieutenant Colonel Mooney and his unit of 16 UH-60 

Blackhawk helicopters conducted daily logistics runs in support of this November 

2004 combined-joint assault to retake the Iraqi city of Fallujah. At the time, 2-

227 was also tasked with supporting the Iraqi interim government with personnel 

movements, including the transportation of Iyad Allawi, the interim prime minister, 

to a meeting with US military commanders in Fallujah shortly before the operation 

commenced. In this interview, Mooney discusses a key mission his aircraft fl ew 

during a critical moment of the battle. With the soldiers of Task Force 2-7 critically 

in need of 120mm mortar rounds, he oversaw a high-risk emergency resupply 

operation that battled low visibility and the weather conditions.

Lieutenant Colonel Peter A. Newell, Commander of Task Force 2-2: The 

commander of 2d Battalion, 2d Infantry Regiment, Lieutenant Colonel Newell and 

his Task Force 2-2 participated in Operation AL FAJR. Discussing everything from 

the planning and task organization to the initial breach into the city through the 

fi ght’s successful conclusion, he provides a wealth of insight into this important 

urban operation, of which 2-2 played a central, even leading role while attached to 

Marine RCT-7. Beyond his detailed assessments and analyses of the enemy and his 

tactics, as well as his unit’s relationship with the Marines, Newell talks about such 

traumas as the combat death of the battalion command sergeant major and those of 

several other key leaders, including the Alpha Company commander and executive 

offi cer. In addition, he offers some interesting perspectives on his dealings with 

the news media and the advantages that resulted from having reporters, including 

CNN’s Jane Arraf, embedded with Task Force 2-2 during the operation. Newell 

also speaks on what he calls the issue of “leadership in a plug-and-play war.”

Lieutenant Colonel James Rainey, Commander of Task Force 2-7: Lieutenant 

Colonel Rainey led his unit into Operation AL FAJR roughly six months after 

assuming command. Attached to RCT-1 and working closely with its commander, 

Colonel Shupp, Rainey’s overriding responsibility during this decisive urban fi ght 

was to “control the violence” and “manage the chaos” wreaked by his battalion’s 

14 tanks and 30 Bradleys. In this interview, Rainey discusses in tremendous detail 

the important, even essential, role his mechanized task force as a whole played in 

this operation.

Major (Dr.) Lisa DeWitt, Surgeon for the Task Force 2-2: An experienced 

emergency room physician who joined the Florida Army National Guard after 9/11 

“to serve my country.” Major (Dr.) DeWitt was in Iraq voluntarily serving as the 

surgeon for 2d Battalion, 2d Infantry Regiment. Dr. DeWitt discusses the lifesaving care she and her medical staff provided to the roughly 80 soldiers from 2-2 

who were wounded during this decisive urban fi ght. She also speaks on the issue 
21 

of noncombatants in the city and the care she provided to Iraqi detainees. Beyond 

this, she offers unique insider perspectives on many of the principal leaders from 

2-2, as well as on the battalion’s cooperative relationship with RCT-7, the Marine 

Corps unit to which Task Force 2-2 was attached.

Major Andy Dietz, Information Operations Offi cer for Marine Regimental 

Combat Team 1 (RCT-1): An individual augmentee attached to Marine RCT-1 

from July 2004 to March 2005, for most of his deployment Major Dietz served 

as RCT-1’s information operations (IO) offi cer. During Operation AL FAJR he 

was RCT-1’s fi re support coordinator (FSC) and, in this interview, discussing the 

coordination and clearing of close air support (CAS) and indirect fi res. Prior to the 

battle, Dietz was involved in the IO aspects of preparing the battlefi eld and clearing 

the city of its civilian, noncombatant population by means of everything from 

loudspeakers and radio messages to handbills, leafl et drops and sonic passes. Once 

the battle commenced, Dietz also ran the 1st Marine Division’s Target Processing 

Center controlling all counterfi re missions.

Major Pete Fedak, Advisor Team Leader to the 6th Battalion, Iraqi Army:

From March to November 2004, Major Fedak led a 10-man team that served as 

advisors to the 6th Battalion, Iraqi Army, training this unit from formation through 

its participation in Operation AL FAJR. In the months preceding this operation, the 

unit received individual and collective training and began conducting companylevel combat patrols in and around Kirkush. Upon being sent to Fallujah, the 6th 

Battalion was tasked with perimeter route security, running traffi c control points 

in concert with US forces and, later, battalion-level cordon and search missions. In 

this interview, Fedak discusses his advisory experience in great detail, expounding 

on everything from equipment issues and shares candid insights into the “very 

minimal guidance” his team received prior to deploying. He also offers a number 

of recommendations for how future advisor teams could better prepare, especially 

concerning the aspects of cultural awareness.

Major Tim Karcher, Operations Offi cer for Task Force 2-7: Serving as the 

operations offi cer for 2d Battalion, 7th Cavalry Regiment during Operation AL 

FAJR, Major Karcher was involved in the detailed planning with Marine RCT-1, 

the organization under which Task Force 2-7 was assigned. Having previously 

operated with the Marine units in Najaf, 2-7 had built a solid combat reputation. In 

this interview, Karcher offers unique insights into the task organization and joint 

nature of the operation.

Major Erik Krivda, Executive Offi cer for Task Force 2-2: Major Krivda served 

as the executive offi cer for Task Force 2-2 and, in this interview, provides details 

and insight into the planning, scheme of maneuver, task organization, actual 

conduct and the resolution of Operation AL FAJR. Among many other aspects of 

the fi ght, Krivda discusses in depth the logistical piece, myriad communications 
22

issues, his battalion’s working relationship with US Marine and Iraqi Army forces, 

the role of embedded media, enemy and coalition tactics, taking enemy prisoners 

of war, the application of indirect fi res, and the impact of losing several key leaders, 

including the battalion sergeant major, a company commander and an XO. Krivda 

also discusses the different ways the Army and Marines used fi repower in this fi ght 

and the lessons he learned about the conduct of urban operations.

Major Sean Tracy, Joint Fires and Effects Planner at III Corps: Assigned to 

III Corps headquarters and based at Camp Victory in Baghdad from January 2004 

through February 2005, Major Tracy served as the joint fi res and effects planner 

and was attached to the G3 plans shop. During his deployment, he was responsible 

for tying all the lethal and non-lethal effects into all the corps plans. Tracy describes 

his role in the battle for Fallujah, to include the shaping of targets in the days, weeks 

and months preceding the fi ght, the information operations campaign waged, and 

close air support (CAS).

Major Doug Walter, Commander Alpha Company, Task force 2-2: Unable to 

deploy with 2d Battalion, 2d Infantry Regiment - part of 3d Brigade, 1st Infantry 

Division - due to an illness when the unit went to Iraq in early 2004, Major Walter 

eventually rejoined his comrades in country in July and became the brigade 

assistant operations offi cer, tasked primarily with the formation and training of 

the Iraqi Army in 3d Brigade’s area of operations. Based in Ba’qubah at FOB 

Warhorse, he initially had to content himself with an observer’s role. When a 

company commander and executive offi cer were tragically killed days into the 

battle, Walter was summoned to assume command of the unit for the remainder of 

the fi ght. In this interview, Walter discusses these events and the intense emotional 

consequences of them in great detail, describing how he retook command of his 

old company at a critical moment in the operation and led them in combat. He 

discusses the dangerous room-to-room, house-to-house clearing missions, the 

securing of innumerable weapons caches, and offers insights into how Iraqi Army 

units performed and the capabilities and tactics of the enemy forces his company 

encountered. 

Captain Chris Boggiano, 2d Platoon leader, 1st Infantry Division’s 3d Brigade 

Reconnaissance Troop: Attached to Task Force 2-2 Infantry during Operation AL 

FAJR, Captain Boggiano was the 2d Platoon leader in the 1st Infantry Division’s 3d 

Brigade Reconnaissance Troop. Employing the invaluable Long Range Advanced 

Scout Surveillance System (LRAS) to identify and then call artillery and air strikes 

against enemy targets throughout the fi rst few days of the operation. Among the 

many leadership challenges he faced was a “crazy R&R setup” that had roughly 

half his platoon on leave when the battle commenced, requiring him to integrate a 

number of new personnel.

Captain Chris Brooke, Commander of Charlie Company, Task Force 2-7: In 
23 

command of Charlie Company, 2d Battalion, 7th Cavalry Regiment, Captain Brooke 

relates in great detail his unit’s role in this decisive urban fi ght. Focusing at length 

on the joint aspect, he describes the pre-mission planning and coordination that 

occurred with Marine RCT-1, to which 2-7 CAV was assigned for this operation. 

He shares too the experience of having Marine Corps demolition soldiers and Air 

Force tactical air controllers attached to his company, and details challenges posed 

by friendly Iraqi units in the battlespace. While Brooke discusses the combat in 

which his unit engaged, he also speaks of the Marines and how he wishes his men 

would have been allowed to assist them more.

Captain Chris Carlson, Medical Platoon Leader, Task Force 2-2: As the medical 

platoon leader, Captain Carlson had responsibilities as the medical planner for 

operations, personnel and patient administration, and logistical operations for the 

medical support of Task Force 2-2 Infantry, during Operation AL FAJR. Carlson 

covers such topics as supply and medical evacuation routes and his working 

relationship with the battalion surgeon, Major (Dr.) Lisa DeWitt, and the physician 

assistant, Captain Gregory McCrum. In this interview, Carlson also describes 

how the medical section was task organized to support the combat phase of the 

operation and how, once the fi ghting began, medical support was administered. He 

also touches on the treatment provided to friendly Iraqi forces and offers a variety 

of insight into the use and adequate availability of Class VIII medical supplies 

during this decisive urban fi ght.

Captain James Cobb, Fire Support Offi cer for Task Force 2-2: Captain 

Cobb served as the fi re support offi cer for 2d Battalion, 2d Infantry Regiment. 

Attached to Marine Regimental Combat Team 7 for purposes of this combinedjoint urban assault, he expounds on the artillery-related planning and coordination 

conducted with the Marines, his observer plan, his work in terms of the preparation 

and execution of the initial breach into the city, and the overall fi re support plan 

throughout the decisive fi ght. For Cobb, a variety of communications issues posed 

signifi cant challenges and caused no small amount of frustration, particularly the 

order to change COMSEC in the middle of the battle. In addition, he discusses 

having embedded reporters, gives his explanation for the successful outcome of the 

battle, and also comments at length on the experience of high-intensity combat.

25 

Colonel Michael Formica

21 April 2006

MM: My name is Matt Matthews [MM] and I’m a historian for the Combat 

Studies Institute. Today is April 21, 2006, and I’m interviewing Colonel Michael 

Formica [MF]. He was the commander of the 2d Brigade Combat Team, 1st Cavalry Division, also known as the Black Jack Brigade. Please give me a little background on where you grew up, how you got your commission, and your military 

assignments up until the time of Operation Phantom Fury.

MF: I grew up in southwestern Pennsylvania, Somerset County. I went to a 

small high school there and played football and ran track. Then, I went to college 

at the Indiana University of Pennsylvania. I enrolled in the Reserve Offi cer Training Corps (ROTC) program, was awarded an ROTC two-year scholarship and was 

commissioned in the regular Army in military intelligence (MI). I went to Fort 

Huachuca for the Military Intelligence Basic Course and the Tactical Intelligence 

Course. My fi rst duty assignment was as the intelligence offi cer (S2) of 2d Battalion, 15th Infantry in Wildfl ecken, Germany. That unit was inactivated due to Division 86 and I was reassigned to 1st Battalion, 64th Armor Regiment in Kitzingen 

– again part of the 3d Infantry Division, the 2d Brigade. I was an S2 there for about 

a year and then I requested a branch transfer and became a scout platoon leader. 

I went on to serve in the 3d Armored Cavalry Regiment (ACR) and commanded 

a tank company. I left there and went to the Pentagon and did a year in the joint 

intern program, Prisoner of War/Missing in Action (POW/MIA). I was the special 

assistant to the presidential emissary, General John Vessey, who was retired at the 

time. From there, I went to the Deputy Chief of Staff for Operations and Plans 

(DCSOPS) and then off to Fort Leavenworth. From Leavenworth, I did the coop program, stayed an extra 10 months and earned my master’s degree in public 

administration. Then, I went to 1st Cavalry (CAV) Division where I served on the 

division staff for about four months under General Peter Chiarelli, who was the G3 

at the time. Then, I went down to 2d Brigade and served as their logistics offi cer 

(S4) and later went to the tank battalion as an operations offi cer (S3) and executive 

offi cer (XO). I went to the brigade headquarters as the S3 and XO. I commanded 

4th Squadron, 7th Cavalry in Korea and from there I went to the Army War College. After that, I went to Fort Hood where I was the chief of operations for III 

Corps while waiting to take the Black Jack Brigade Combat Team (BCT) in May 

of 2002. I was blessed to be able to command that brigade for about 37 months, 

13 of which were in and around Baghdad during Operation IRAQI FREEDOM 

(OIF). We served with the 1st Armored Division as the lead force for the 1st CAV 

Division. We served with the 1st Armored Division for about 75 days, I think, and 

obviously under the 1st CAV Division.
26

MM: Can you talk me through the arrival of your brigade in Iraq and describe 

what your mission was and what your brigade was doing prior to PHANTOM 

FURY?

MF: Let me back up a little bit, because this is really a success story. When I 

took command of the brigade in 2002, they had just come out of Kuwait about a 

month before, after having been sent over there in the fall of 2001. Colonel Mark 

French took the brigade into Kuwait. They served for fi ve or six months and then 

came back out. As they came back out, we went into a reorganization phase associated with Force XXI, turned in all the tanks and Bradleys, and began a reorganization and training phase to learn Force XXI Battle Command, Brigade-and-Below 

(FBCB2) and all the systems associated with it. That was all great, getting all the 

new bells and whistles and new equipment. I believe this was called Unit Set Fielding; and among its virtues, I saw one of the most important being the stabilization 

that it established for the BCT. As a team, we would receive new equipment conduct individual and collective training at Fort Hood and then execute a capstone 

exercise at the National Training Center (NTC) within 18 months. Therefore, as 

part of this Force XXI design for this new equipment, we would remain together 

– noncommissioned offi cers (NCOs), offi cers and soldiers – so a great opportunity 

to build a team. In the late summer of 2002, the prospect that we would be deploying to combat caused us to accelerate the Unit Set Fielding Plan. Working with the 

equipment program managers, we sped up the fi elding schedule for the equipment 

and we designed and executed our capstone exercise at home station. The division 

imported observer-controllers/trainers (OC/Ts): the Wrangler team came out and 

OC’d my brigade staff, and we had a team of OCs from the training division that 

assisted in task force and company-level training. We executed this home station 

capstone exercise in November of 2002, which really set us up well. We were 

pretty confi dent by that point that we knew how to use all these new systems and 

collectively use them as a BCT. We went through the spring of ’03 and all of the, 

“You’re going, you’re not going.” And then fi nally we were told we were not going 

but rather would execute an NTC rotation in July. As we entered into the rotation, 

I anticipated we would deploy to Iraq within the next 3-6 months. As such, I did 

not believe that a high-intensity rotation would best prepare us for combat operations in Iraq. We coordinated with the operations group commander, the assistant 

division commander for maneuver (ADC-M) and the commanding general (CG) 

of the NTC and modifi ed the rotation to be a hybrid scenario. The BCT would 

fi ght high-intensity battles similar to what the 3d Infantry Division saw in combat, 

and then during the preparation phases – days between high-intensity fi ghts – we 

would execute stability operations, such as cordons and searches of villages, establish checkpoints, etc. I have to tell you, as we went into that, we were absolutely 

clueless as to what all that looked like. The only resident expertise in my outfi t 

existed in two places: in my infantry battalion and in my engineer battalion. It was 
27 

a good eye opener for us and provided us a solid appreciation of what we needed 

to do to prepare for combat. As anticipated, General Peter Chiarelli called me two 

days after we came out of the box and said, “You’re deploying in January and I 

just want to tell you and your troopers before it becomes public notice.” To plan for 

our next phase of training, we conducted a two-day training assessment meeting at 

the NTC. I pulled the battalion commanders together and we fi gured out what our 

training plan needed to look like for the next three or four months, to prepare us for 

deployment and combat operations in Iraq. Upon return to Fort Hood, we executed 

a pretty extensive training regimen from basic rifl e marksmanship, crew-served 

weapons qualifi cation, building clearance, to platoon and company team cordons 

and searches. In essence, we transformed ourselves from an armor brigade to a 

motorized infantry brigade. We deployed into theater in the beginning of January 

2004. We were fortunate again in that there were some hiccups in the ship getting 

there. We got there early so we had time to take advantage of the training opportunities available in Kuwait, assisted by the Military Professional Resources, Inc. 

(MPRI) teams at Udairi Range. We executed live shoot house training for every infantry, armor, artillery, and engineer squad and platoon within the brigade combat 

team. In addition, all our troopers participated in convoy training – again culminating in a convoy live-fi re exercise. So kinetically, we were confi dent about what 

we were supposed to do in those kinds of situations. That’s not bad for an armor 

brigade to go from zero to 60 and have that kind of skill set, where your troopers 

felt they understood how to do room clearance, building clearance, block clearance 

techniques; how to establish cordons and searches, and execute convoys. The other 

great thing I would tell you is – and this really is a good lesson learned: we did a 

pre-deployment site survey (PDSS) in October of 2004 and fell in on the brigade 

we knew we would take over from, which was 3d Brigade, 1st Armored Division, 

Colonel Russ Gold’s brigade. It was a great PDSS. I took all the battalion commanders, all the command sergeant majors with me, and we had a chance to walk 

the terrain. I came out of that thing with a 99 percent solution as to how I would 

organize my BCT to execute that task. Most importantly, they knew what they 

would be doing and they began reading the mail of the counterparts they would be 

taking over from. We had one secure internet protocol router (SIPR) terminal in the 

brigade headquarters, and we read the 3d Brigade, 1st Armored Division updates 

every day and tracked what they were doing, where they were doing it – and that 

was down to battalion level. So, we went into the theater already having started our 

right seat ride. 1st Armored Division had worked out a pretty good two week right 

seat/left seat ride program for us and we deployed advanced parties in from Kuwait 

into 3d Brigade, 1st Armored Division, probably within the fi rst week of hitting 

Kuwait. Frankly, in hindsight, it was a relative period of calm as well, unlike what 

my peers would face as they were transitioning into theater. We had probably 45 

days – two weeks of which were under the right seat/left seat ride of 3d Brigade, 
28

1st Armored Division – to really have a chance to learn the battlespace and begin 

to understand all the nuances associated with it. Equally as important, if not more 

so, was General Chiarelli’s real desire and guidance that we had to think beyond 

the kinetic and start thinking along these campaign plan lines of operations, even at 

the tactical level. We began to look at what we were going to have to do from the 

perspective of lines of operations associated with the infrastructure, reestablishment of legitimate government, economic development, obviously security, and in 

the back of all that was information operations as well. So it really came together 

pretty well that we had that kind of thinking. In many cases, 1st Armored Division 

was doing all these things, but we had a construct in which we could track how we 

were doing against those as we came into theater. The BCT conducted full-spectrum operations in the western Baghdad area for about nine months. 

MM: Can you describe the area you were initially assigned to? What was the 

camp you were actually at?

MF: The brigade had two camps. The preponderance of the BCT was located 

on Camp Victory, which is adjacent to Baghdad International Airport (BIAP). I 

had a battalion task force at Camp Justice in Kadhimiya. That was a critical node 

that I argued for and was permitted to maintain because of its proximately to the 

Kadhimiya Shrine, probably the number three most important shrine in Iraq for 

Shi’a Islam. We kept 1st Battalion, 5th Cavalry Regiment (1-5 CAV) at that location. It’s worth describing the task organization as well, as it wasn’t a typical armor 

brigade. I lost a tank battalion, so I had 1-5 CAV, mech infantry commanded by 

Lieutenant Colonel Myles Miyamasu; 2d Battalion, 12th Cavalry Regiment (2-12 

CAV) commanded by Lieutenant Colonel John (Tim) Ryan, my armor battalion; 

3d Battalion, 82d Field Artillery Regiment (3-82 FA) commanded by Lieutenant 

Colonel Tim Vuono as my direct support (DS) battalion; 91st Engineer Battalion 

commanded by Lieutenant Colonel Chris Martin, which was a Bradley-equipped 

engineer battalion, which became very, very important to us. I also had my forward 

support battalion (FSB) commanded by Lieutenant Colonel Ray (Bill) McCarver, 

my signal company and my MI company. But again, I did not have 1st Battalion, 

8th Cavalry Regiment (1-8 CAV), which was one of my tank battalions. 1st Armored Division placed 1-4 ADA under our operational control until they did the 

transfer of authority (TOA) with 4th Battalion, 5th Air Defense Artillery Regiment 

(4-5 ADA). We would then accept, as attached, 4-5 ADA once they got into theater. 

Our area of operations (AO) was initially western Baghdad, excluding the Green 

Zone. So if you just drew a line around the Green Zone, everything that was west 

of the Tigris River, generally Route Irish north and what I would call the BIAP 

salient all the way out to the 82d Airborne Division boundary was ours. Our AO 

was big in size and complexity. It ranged from Shi’a strongholds in the northeast 

area to very strong Sunni, former Ba’ath Party strongholds in the center, as well 
29 

as extremely rural and impoverished areas in the west towards the 82d boundary. 

Lastly, two real key pieces here for infrastructure: we owned BIAP, so we had to 

make sure aircraft could fl y in and out; and the key lines of communications, both 

east/west and north/south, to resupply the theater ran through our AO. Route security became an essential task for us.

MM: Can you talk me through the period from January through April of 2004 

when the Marines have their fi rst big encounter in Fallujah?

MF: We fully arrived in theater towards the end of January and TOA with 3d 

Brigade was on 13 February. From then up until the fi rst week of April, things in 

our AO and frankly across 1st Armored Division were pretty much as they had 

been. No signifi cant uprising occurred during this period. One of the key things we 

had to fi ght off, and did pretty well with the brigade reconnaissance troop (BRT), 

was denying the enemy the opportunity to shoot long-range rockets into Camp 

Victory and BIAP. That was a key task because we had been hit numerous times 

during our fi rst couple weeks in theater, and we countered that with the use of our 

BRT in conjunction with division rotary-wing aviation assets. The 82d Airborne 

in Fallujah also faced this rocket threat. We suspected they were probably coming 

from the same cell organization which was operating on the seam between the two 

divisions. In addition to rocket denial operations, another key focus we had during 

that initial period of time was to make sure the routes were secure: improvised explosive device (IED) route clearance missions. Compared to what we would face 

later, the number and sophistication of the IEDs was limited. In addition, we were 

also aggressively working to determine the infrastructure needs for the Khadamiya 

and Mansour Districts, which consisted of between 12 or 14 neighborhoods associated. That’s pretty much where we were. The 1st Armored Division ran a campaign 

that I think was referred to as “Iron Sweep,” and that operation kicked off on or 

about Saint Patrick’s Day. What we need to remember, as we look back, is that 

there were a lot of great things that came out of the capture of Saddam Hussein. 

When we came into theater, they were about two thirds of the way through the 

document exploitation, dealing with the documents which had been exploited from 

his capture. There were a lot of cordons and searches, targetings of individuals, and 

cleaning up a lot of Ba’ath Party guys as a result of that capture. In my estimation, 

the enemy had really been knocked back pretty aggressively and effectively, and 

Iron Sweep was a continuation of that. Our success in Operation Iron Sweep was 

very limited. I attributed this to our lack of understanding of how to develop targets, how to conduct intelligence operations. To overcome this recognized weakness, we went to school with 2d Brigade, 1st Armored Division, because they were 

pretty successful at it. In the early part of March, I had directed my brigade XO to 

reorganize/revamp our infrastructure, the intelligence battlefi eld operating system 

(BOS). We entered April with a solid understanding of this new intelligence/tar-
30

geting system and a solid appreciation of our AO to include the civic leaders. As 

we came into the Holy Week (Passover, Holy Week, and Abereen) during the fi rst 

week of April, fi rst battle for Fallujah kicked off. As you know, what precipitated 

that was the killing of the contractors. Sadr City erupted on the 6th of March, with 

1st CAV Division forces fi ghting alongside 1st Armored Division. In our AO, the 

enemy executed a series of attacks and engagements. These occurred over a period 

of about 96 hours and consisted of rocket-propelled grenades (RPGs) and small 

arms ambushes along the main supply routes (MSRs) on US supply vehicles, attack of Iraqi police stations, attack of Iraqi National Guard convoys that were 

crossing our northern AO to support Fallujah, and a direct attack on Raider Base, 

a company strong point in the town of Abu Ghraib. At times, the entire span of the 

brigade’s battlespace was in contact. Every battalion was fi ghting in one form or 

another and we got through it very well. Fortunately, we did not lose any soldiers 

in that and we defeated the enemy and enabled us for the next 120 days to focus 

on infrastructure, local governance, and the development of Iraqi security forces. 

Next to what 1-5 CAV would do in An Najaf in August and the BCT (-) in Fallujah 

during November, this was the peak of our high-intensity combat operations.

MM: Did anyone in your brigade get involved in any of the Marine actions in 

April in Fallujah?

MF: No, not in April in Fallujah. But as the coalition was attempting to reinforce that with Iraqi forces, convoy operations run by Marines were working 

across the northern half of my sector. In several cases, they came under ambush 

and we worked to defeat the forces ambushing those convoys.

MM: Were you down in Najaf as well?

MF: 1-5 CAV led by Lieutenant Colonel Miyamasu was, and again demonstrated phenomenal fl exibility. The division chief of staff, Colonel Keith Walker, 

called me and told me he needed a battalion task force in eight hours to move to 

Najaf. I knew who I was going to send. I picked my mech battalion, 1-5 CAV, and 

within eight hours they were moving south.

MM: They were working side by side with the Marines in this operation?

MF: They were placed under the operational control of (OPCON’d to) the 11th 

Marine Expeditionary Unit (MEU) along with Lieutenant Colonel Jim Rainey’s 

2d Battalion, 7th Cavalry Regiment (2-7 CAV). 1-5 CAV was responsible for the 

northern approach to Najaf through the cemetery – lots of three-dimensional fi ghting down into the crypts – as well as 2-7 CAV fi ghting in through the city from the 

west.

MM: Have you read Bing West’s book, No True Glory? The reason I ask is 

that I’ve been in contact with General Richard Natonski and some others, because 
31 

there’s a part in the book where Lieutenant General John Sattler actually requests 

2-7 CAV, the Black Jack Brigade and 2d Battalion, 2d Infantry Regiment (2-2 Infantry). I was just wondering if you could shine any light on that.

MF: That was for the November Fallujah battle, right?

MM: Yes.

MF: I can’t speak to what Lieutenant General Sattler asked for or not, but 

the bottom line here is that we were the obvious brigade of choice. The plan for 

our redeployment was we were to leave theater in November and be back before 

Christmas – and, quite frankly, we looked at that with a rather skeptical eye when 

the word came out in the spring of 2004. We all knew when the elections were going to be and we frankly didn’t expect to be able to leave before the elections. But 

that was the plan. I had gone to Ireland for a week with my wife as part of the leave 

program. I left thinking that I’d come back and spend about 20 more days and then 

we’d start our redeployment. Upon my return, General Chiarelli informed me that 

we were being extended and that we would continue to transition our AO over to 

the 2d Brigade, 10th Mountain Division, and the brigade became an operational 

reserve for the corps commander. We did not know at that point, although I’m 

certain that others well above me did, that we would likely support the November 

Fallujah campaign.

MM: Can you talk me through when you fi rst got the warning order about this 

event?

MF: Yes, and it probably was a warning order from the division. I stayed in 

touch with the division G3 pretty closely and it became apparent that we would 

likely be the BCT that would do something with the Marines. That was in the second week or so of October at the latest. Once that all started happening, I asked 

permission to conduct coordination. We went out and we did a leader’s recon with 

our brothers from the Marine regiment. I took all my battalion commanders and 

command sergeant majors out again to do that reconnaissance and we began to 

develop a plan for how we were going to participate in this operation. The concept 

was that we would perform basically a cordon and prevent anybody from leaving 

or reinforcing the city of Fallujah. We would also keep the lines of communication 

open and prevent indirect fi res from falling on the attack positions of the Marine 

regiments as they were staging for the attack into Fallujah. This would all be executed 72 to 96 hours prior to the actual crossing of the line of departure (LD) of 

forces into Fallujah. 

MM: That would be around November 7th. For this operation, is your brigade 

working directly for the 1st Marine Division (MARDIV)?

MF: Yes.
32

MM: Do you recall meeting with General Natonski or any of his staff, and 

what did you think of the Marines when you sat down to start planning this? Had 

you worked with them before?

MF: In order to do this operation, I would have 1-5 CAV, my mech battalion; 

1st Battalion, 5th Infantry Regiment (1-5 Infantry) (Stryker); the Alpha Battery 

from my DS battalion, 3-82 FA, and a couple radars; the 15th FSB, our forward 

support battalion; the MP battalion commanded by Lieutenant Colonel Byron 

Freeman; and lastly I would have four dedicated aircraft: a Kiowa Warrior, Apache 

mix from the 4th Aviation Brigade of the 1st CAV Division. They were basically in 

direct support of me 24 hours a day during the operation. Also, the 1st MARDIV 

commander OPCON’d the 2d Recon Battalion to us. This battalion and their commander, Lieutenant Colonel Spike Knight, served as my fi rst inroad with the Marines and enabled all of us to understand how they thought and how they fi ght. To 

my great pleasure, there wasn’t a lot of difference. We spoke task and purpose, 

we all worked hard to understand the capabilities of the organizations, and our 

communications equipment were all compatible – so that was a good news story. 

Most important to me was that I had a battalion commander that understood the 

ground where we were ultimately going to have to fi ght. I gave him a key piece of 

ground to do that and task organized him with a mech platoon and section of tanks 

to assist him in that task. My fi rst real meeting with the 1st MARDIV Commander, 

regimental commanders and staff was during the division rehearsal. The rehearsal 

occurred about a week or so prior to the execution of the operation. It was a no-kidding sand table rehearsal in which all the regimental commanders and the Marine 

Air Ground Task Force (MAGTAF) folks, etc., were all present around the table 

to rehearse this operation. We all spoke in very similar terms. A key takeaway for 

me was the manner in which they executed air/ground operations and deconfl icted 

fi res and close air support (CAS).

MM: What was the plan that eventually was formulated for your brigade in 

this operation?

MF: The task was to isolate with the purpose to enable freedom of maneuver 

for the 1st MARDIV attack. We executed our task through a cordon tied into the 

canals and rivers. The 1st MARDIV was in contact while they were in the similar 

positions prior to our transitions; and as we assumed those positions, we came in 

contact with the enemy as well. It was not uncommon for 1-5 CAV to be engaging 

mortar teams at 2,000 meters with 25-millimeter high explosive incendiary (HEI) 

rounds on a daily basis. The enemy was trying to probe the new lines of the new 

force. We did not see any concerted attack occur across any of the positions. It was 

just like a force feeling like they were going to come under siege. Our perimeter 

was about 270 degrees around Fallujah. It stopped at the Euphrates River, both in 

the north and in the southeast, and on the other side of the river were Marine forc-
33 

es. We were based out of three primary locations: Camp Fallujah, which is where 

the brigade headquarters was, along with my fi ring battery and the forward support 

battalion; 1-5 CAV was in the fi eld continuously in platoon strong points and even 

down to vehicle strong points, as was 1-5 Infantry. 1-5 Infantry also had a company 

base camp located in the town of Kharma that was referred to as Delta.

MM: It’s my understanding that when your brigade rolled in to take up these 

blocking positions, was there also some kind of deception plan involved to make 

the enemy think that the major attack into Fallujah would in fact be coming from 

the south?

MF: Not that I’m aware of. I will add, however, that 1st MARDIV did not possess much armor. We came in convoys right up Route Mobile in the middle of the 

night and occupied those positions. The next morning, based upon initial contacts 

with the enemy in which they attempted to attack our positions with mortar fi res 

and we destroyed them at long ranges with direct fi re, it was apparent that they 

were surprised by the presence of M2A3 Bradleys, Stryker Infantry Fighting Vehicles, and M1A2 SEP Abrams. So whether intended or not, it may have appeared 

that way to the enemy

MM: Could you talk me through the fi ght and some of the signifi cant things 

that happened during this campaign? I’m not certain when your brigade left. Was 

it around the 20th of November?

MF: Actually, we stayed under 1st MARDIV control through the second week 

of December, if I’m not mistaken. We were there much longer than 2-7 and 2-2. 

We then went into exploitation. We provided the 1st MARDIV the mobile capability to seek out insurgents outside of the city of Fallujah. That was a great operation 

as well, and we learned a lot of things in the execution of that. But going back to 

the battle of Fallujah, being on the outside looking in, it was just unbelievable the 

amount of fi repower that was being used there. My battery alone shot over 1,800 

rounds of 155. We did fi ve Copperhead missions. Most of this was in direct support, some of it Q37-driven stuff, but it was just something else. One of our biggest 

challenges – and it was recognized by the Marine Expeditionary Force (MEF) and 

by the division – was who do you let out and who do you not? What are the rules 

and the screening procedures? And when they’re let out, where do they go? So the 

bottom line answer was that military-aged men, defi ned as 16 to 55, would not be 

permitted to leave, but children and women certainly could leave. We had all the 

Marines and soldiers fully understanding those rules and how you were to search 

people before they’d be let out. So one of the tasks we faced was this “humanitarian” task of folks that want to fl ee this unbelievable combat environment. How you 

do that so you didn’t put your soldiers at risk and you didn’t let a key target out.
34

MM: How many people were coming in your direction? Are we talking truckloads?

MF: Primarily, this was occurring in my 2d Recon Battalion’s area of operations. There were a lot of dismounted exfi ltration routes, if you will. And to a limited extent, 1-5 CAV’s as well. Over the period of time, probably in the hundreds 

and in groups of 25 to 50.

MM: Mostly on foot?

MF: Yes. Nobody tried to drive anything. They would come out in these 

groups to try to get out. The rules as imposed by the government of Iraq prior 

to the execution of the Fallujah operation were that vehicles were not allowed to 

drive anywhere across the country. You could only walk, to prevent the suicide 

bombings and those types of things. Anytime we saw a vehicle moving, we moved 

in and shut it down, whether it was coming out of the city or operating inside our 

AO. We just went in and took the people out, searched them, and they had to walk 

away from the car.

MM: Going back to your artillery battery for a minute, were your Q37s picking up a lot of rocket and enemy mortar fi re, and so were you actually doing quite 

a bit of counterfi re missions?

MF: I hesitate to describe the quantity. I know it did occur, and we had some 

rockets that hit on Camp Fallujah and there was some mortar fi re coming out of 

the city. It did occur. I wouldn’t say it was a lot. The preponderance of the missions 

were in direct support of calls for fi re coming from the lead battalions conducting 

the attack.

MM: Were you fi ring for both 2-7 and 2-2?

MF: That is correct.

MM: Did you get any Marine fi re missions?

MF: We certainly did. Again, Alpha Company, 3-82 FA was in DS to 1st 

MARDIV.

MM: So you’re fi ring for everybody.

MF: That is correct, and Alpha Company, 3-82 FA worked as a battery associated with, for lack of a better term, the division artillery (DIVARTY) of the 

1st MARDIV. They were all located in the same place on Camp Fallujah. Alpha 

Company, 3-82 FA was the only Paladin Battery and, as such, provided increased 

accuracy, rate of fi re, and agility in executing fi re missions.

MM: I interviewed some folks from the 2-7 this week and the Marines were 

highly impressed with the 120-millimeter mortar. They told me they fi red so much 
35 

that they went black on 120-millimeter mortar rounds and had to get an emergency 

resupply.

MF: That is correct. We supplied 2-7, and I think 1st Infantry Division kept 2-2 

supplied. We did a lot of those kinds of missions where we had to bring in CH-47s 

worth of ammunition into Fallujah so we could quickly get that ammunition out 

to those guys.

MM: You were logistically responsible for 2-7?

MF: That is correct.

MM: Is there anything that stands out in your mind during the fi ght for the 

city? Are there any of your commanders that you’d like to talk about or any incidents that we can record here?

MF: The teamwork that existed between the regiments and the BCT in the 

initial phases was really good. We assumed that battlespace seamlessly. As stated 

earlier, it was part of my intent that when the sun came up in the morning, I wanted 

the enemy to know they were locked down and they couldn’t get in or out. That 

happened very, very well. I could not have been more proud of the soldiers and 

Marines that executed these tasks. We task organized Army and Marine forces 

down to platoon level. I had Marine squads operating inside of infantry platoons, 

because they knew the terrain and the enemy. I had tank and Bradley platoons and 

sections task organized to Marine reconnaissance companies to provide precision 

direct fi re capability. It all worked very well. Tactically, commonality of task and 

purpose is the binding element that ensures unity of effort and is the key to joint 

operations.

MM: It’s got to be the ultimate joint operation, in my opinion.

MF: It was just unbelievable. You know, the naysayers would tell us that we 

could only go as far as company level. Well, we had to, by necessity, go down below that and it worked just phenomenally. Also, as the guy looking in – just to see 

the execution of that operation was really impressive as well. The synchronization 

of air, ground and indirect fi res in an urban environment was pretty phenomenal. 

AC-130 fi res, 155s, fast movers and then tank and Bradley fi res on the streets. As 

you well know, the two lead battalions in each of these regimental attacks were 

Army mechanized battalions and the main efforts for each of those, and also one of 

the main efforts for the division – so it did the heart good. We monitored their nets 

to be able to maintain an understanding of the forward line of troops as they were 

attacking into the zone. One of the key things we had to focus on, as we maintained 

that perimeter, was to make sure we didn’t have any fratricides with direct fi re, 

because we weren’t controlling the indirect fi re other than providing it.
36

MM: Had you ever met the 2-7 CAV commander, James Rainey, or the 2-2 

Infantry commander, Lieutenant Colonel Pete Newell?

MF: I have not met Pete, but Jim Rainey and I had served in the 2d Infantry 

Division. He was the division planner and I was the squadron commander, so I 

knew Jim very, very well. Jim did not hesitate to call me if he needed anything in 

terms of supplies and such, so we had a great relationship.

MM: As I’ve interviewed people in the 2-7 and 2-2, they’ve said that a lot of 

times the RCT commander would suddenly appear, and even the 1st MARDIV 

commander would show up unexpectedly. There would be a fi refi ght going on and 

they’d turn around and there he was. Did they come down and visit you at all?

MF: Yes, daily, both the division and the MEF commander, Lieutenant General Sattler, and we really appreciated it. One of the problems we had command 

and control wise was that the Marine Corps operated off the mIRC Chat system, 

and each of the regimental commanders would have one of these things in their 

Humvee. Through the Enhanced Position Location Reporting System (EPLRS), 

they would maintain connectivity and would be chatting via laptop. So here I am, 

an Army brigade commander, with FBCB2 in my Bradley and my Humvee, and 

I don’t have this kind of connectivity with my counterparts or the division commander. My brigade headquarters had it, but I was not with them. I was out and 

about on the battlefi eld maintaining awareness from those positions. From an 

Army perspective, you would expect the division command net to be one of the 

key things you’d be using, an FM net of some sort. Well, that net was up and running but it wasn’t serving the same purpose that I was accustomed to, so I had a 

hard time maintaining awareness external from my brigade headquarters. To my 

pleasure – every day – I saw General Natonski on the battlefi eld. 1st MARDIV 

would call and inform me that the CG was in the area and wanted to come see me; 

and within a short amount of time, he and his force protection guys were at my 

location and we were talking about where we were, what we needed, and how we 

could do better.

MM: Did you recall having any problems with any of the embedded press? 

Did you even have any?

MF: MEF public affairs offi ce (PAO) did not assign embeds with Army units. I 

can’t tell you why this was the case, but the 1st CAV Division scrambled to fi x this 

lack of coverage for the fi ght. As a result, we had the New York Times and AP, and 

I had no problems with them. The New York Times came out with us, but it was a 

challenge at times to get the AP correspondent to leave Camp Fallujah and come 

out with me as we circulated through the BCT’s area of operation. 

MM: I interviewed Jane Arraf from CNN and she had been with 2-2 over 

there. She was explaining to me that it was really hard to get her boss to let her go 
37 

with an Army unit because everybody assumed this was totally a Marine fi ght – at 

least back at CNN. Is there anything else that you’d like to tell me, sir?

MF: Just a couple other points. While this operation was important, we had the 

opportunity to continue to work under Marine control until the middle of December. During this time, we conducted exploitation operations within the I MEF AO. 

Specifi cally, we were looking for anti-Iraqi force members (AIF), supplies, caches, 

etc. Again, we operated in and around the Fallujah area on both sides of the Euphrates River, sometimes for extended periods of time away from the base camp to 

conduct those operations. They were very successful and we found lots of caches 

of high explosive ordnance and rockets. I really think it went a long way to ensure 

the situation beyond Fallujah would be a bit calmer. We never did make it back to 

the Baghdad area. Following a brief refi t period over Christmas, we next deployed 

to the North Babil area, received OPCON of another Marine Corps battalion – the 

2d Battalion, 24th Marines commanded by Lieutenant Colonel Mark Smith. Because of our relationship with the 1st MARDIV and 2d Recon Battalion, we were 

able to work some very close operations for cordon and searches along the division 

seam in an area known as the Zaydon. The enemy clearly appreciated where those 

seams were along that boundary. Again, these joint efforts were very successful 

as we uncovered tens of tons of cached explosives and numerous AIF. I think it 

was pretty important to the January elections as well. The Fallujah campaign, our 

operations in south Baghdad/North Babil, and the 1st CAV efforts enabled the successful January 2005 elections. Our contribution again was in isolating the enemy. 

We understood the terrain, how the enemy was using “rat lines” out of Fallujah to 

attack the Baghdad area, and positioned forces to deny the enemy the use of the 

terrain and his caches of weapons. We prevented crossing of the Euphrates River. 

We owned all the bridges and we prevented the crossings so they weren’t able to 

do that kind of thing, so it was pretty successful. Folks said we wouldn’t be able 

to have elections in south Baghdad, but we did have elections there, much to the 

surprise of many. 

MM: When was your unit fi nally allowed to head back to the States?

MF: We were extended twice and departed Kuwait at the end of February 

2005. So we had spent just about 14 months in theater. We had left Iraq at the end 

of January and, as a matter of fact, it was Super Bowl Sunday when I got in a convoy and headed south.

MM: Sir, I greatly appreciate your time.

39 

Colonel James C. McConville

21 April 2006

MM: My name is Matt Matthews [MM]. I’m an historian with the Combat 

Studies Institute at Fort Leavenworth, Kansas, and the date is 21 April. Today I’m 

talking to Colonel James C. McConville [JM] who was the 4th Aviation Brigade 

Commander for 1st Cavalry (CAV) Division during Operation Phantom Fury. To 

start out, sir, could you give me a brief background of where you grew up, where 

you went to school, how you got commissioned and some of your assignments 

prior to the November 2004 action in Iraq?

JM: Sure. I grew up in Boston and graduated from West Point, Class of 1981. I 

started out in the CAV and commanded a “blues platoon” and an air cavalry troop 

at Fort Ord in the 7th Infantry Division. I went to grad school at Georgia Tech for 

aerospace engineering, spent some time in special operations and as an operations 

offi cer (S3) in the CAV and the aviation brigade S3 at the 25th Infantry Division 

in Hawaii. I commanded the divisional CAV squadron and was the G3 for the 

101st Airborne Division. I attended the National Security Fellowship at Harvard 

and then spent three years commanding the 4th Brigade Combat Team (BCT) in 

the 1st Cavalry Division, Fort Hood, with a year in Baghdad from March 2004 to 

February 2005.

MM: Could you give me a breakdown of the units that were in your brigade 

during the time of Operation Phantom Fury?

JM: My brigade consisted of the 1st Battalion, 227th Aviation Regiment (1-

227), which was my organic attack battalion, and 1st Battalion, 25th Aviation Regiment (1-25), which was attached from the 25th Infantry Division but fought most 

of the war with us. Then we had 2d Battalion, 227th Aviation Regiment (2-227), 

which was our lift battalion, along with some augmentation from some National 

Guard aviation units that were stationed at Balad. I had the 615th Aviation Support 

Battalion, which provided all of our aviation and ground logistical support, and a 

National Guard air traffi c control (ATC) company. We also had a quick reaction 

force (QRF) infantry platoon from the 39th BCT that was stationed with us at 

Taji.

MM: Could you talk me through when you fi rst found out that there might be 

an operation going into Fallujah, that the Marines might be doing this, and that 

they might be seeking help from your brigade?

JM: Sure. I think it might be helpful to identify, as a lead-in to the Army’s 

participation in Fallujah in November 2004, four things that were done differently in November 2004 versus in April 2004. Please note that these are from an 
40

Army aviation perspective. The four things done differently were: (1) security of 

the movement of Iraqi security forces by Army 1st CAV air and ground units; (2) 

establishing an outer cordon with 2d BCT, 1st CAV with aerial support (controlling all routes in and out) around Fallujah; (3) use of Army heavy battalions – 2d 

Battalion, 7th Cavalry Regiment (2-7) from 1st CAV and 2d Battalion, 2d Infantry 

Regiment (2-2) from 1st Infantry Division – with support from Army aviation as 

the main effort for each of Marine regiments attacking in zone; and (4) movement 

of key personnel and aerial resupply of critical supplies by Army aviation. The 4th 

BCT did standard aviation missions throughout the battle of Fallujah in November 

2004 that included reconnaissance, security missions, attack missions and lift missions. So as the thing set up, a couple things happened from an aviation standpoint 

that I thought were kind of strategic in nature. 2d Battalion, 162d Infantry Regiment (2-162) had the mission of providing security for the Iraqi security forces 

moving to Fallujah; and as they moved along the road near Abu Ghraib, they were 

ambushed by 30 to 50 insurgents that were pretty much dug into buildings. They 

hit them with pretty good fi re. 1-227, under the command of Lieutenant Colonel 

Ron Lewis, responded with AH-64Ds and his guys quickly engaged the insurgents 

and did a good job of just destroying that ambush site. We had a battle damage assessment (BDA) of somewhere from 30 to 50 insurgents that were dug into these 

buildings. That facilitated the movement of those Iraqi security forces into Fallujah 

and gave them a lot of confi dence that the Americans were going to support their 

movement. Seven months prior, we didn’t adequately secure the movement of the 

Iraqi security forces this way and, as a result, when they got ambushed, the Iraqi 

security forces just disappeared. This time, the Iraqi security forces had U.S. forces 

securing their movement, and when they were engaged they took those enemies 

out and facilitated that movement. The next day, they were engaged again and, this 

time, it was by a couple of vehicles. We had a couple of our Kiowa Warriors providing security and the guys actually pursued the insurgents, found their vehicles, 

and engaged and eliminated them with their M4 rifl es. The integrated air/ground 

security of the Iraqi forces facilitated their movement and enabled them to play an 

important role in the battle. It was one of the fi rst times we had Iraqi security forces 

doing key things for us. The next thing we were involved in was with 2d BCT, 1st 

CAV under the command of Colonel Mike Formica, who established an outer cordon around Fallujah and was responsible for setting the conditions for the attack. 

Mike was responsible for preventing insurgents from entering or leaving Fallujah 

and ensuring they did not interdict the lines of communications (LOCs) or engage 

the forward operations bases (FOBs) or attacks positions with indirect fi re. As part 

of this, we provided continuous AH-64D and OH-58D coverage conducting aerial 

recon and security missions. The attack and CAV pilots found and destroyed rocket 

launchers that were oriented on the Marine FOBs at Fallujah and they were able 

to destroy them, which was helpful in the fi ght. They also found and destroyed 
41 

fi ve boats on the Euphrates River that were being used to transport weapons and 

supplies for the insurgents. There was an outer ring fi ght going on around Fallujah 

which set the conditions for the inner ring fi ght inside the city, and Mike Formica 

did that. My guys did the reconnaissance and attack missions in support of that. 

Our lift guys, under the command of Lieutenant Colonel Bill Mooney, the 2-227 

commander, were conducting daily movement of key personnel and critical supplies from Baghdad. Not a lot of glory in those missions but absolutely essential.

MM: Lieutenant Colonel Rainey, the 2-7 commander, was adamant that I speak 

to all three of these guys. He particularly wanted to make sure that I talked to Bill 

Mooney, based on the fact that his unit fl ew a real dangerous mission to resupply 

2-7 with 120-millimeter mortars.

JM: That was a very bad night weather-wise; I think the visibility was down 

to about a half mile. I happened to be fl ying that night myself on a Kiowa Warrior 

team along with Ron Lewis who had the Apache team; we were engaged heavily 

with small arms that night by an enemy that must have had night vision systems. 

The weather was very bad but the skill level of our pilots was high and this was a 

critical mission. There was a certain bond between the guys on the ground and the 

guys in the air. We felt that if they were out there, we’d be out there.

MM: Tell me about your mission that night.

JM: I was with a team of Kiowa Warriors and we were conducting a counter 

mortar and rocket interdiction mission in some pretty bad weather. I don’t like 

talking about myself; we had a team of Kiowas down there doing reconnaissance 

and security missions like we did most of the time during the battle. I was fl ying 

with a KW team and Ron Lewis was fl ying with an AH team and we basically provided continuous recon and security: locating mortar and rocket teams, looking for 

insurgent movement throughout the sector. What we had learned in Iraq was that 

when we fl y, our soldiers don’t die, so we couldn’t fl y enough. We also found out 

that our mere presence on the battlefi eld deterred enemy actions. They would set 

up rockets, we would fi nd them and destroy them; when they moved when they’re 

not supposed to, we would fi nd them and stop them. That night, the weather was 

bad and a lot of people didn’t want to fl y that night, but we had a lot of soldier and 

Marine lives at risk. When Jim Rainey’s guys needed a critical supply of 120-millimeter mortars, Bill Mooney and his guys didn’t hesitate; in fact, they were ready 

to fl y right into the city of Fallujah and I wouldn’t let them do it. I told them to go 

into Landing Zone (LZ) East and that’s what they did. They brought those mortars 

in. Again, we had a special bond with Jim Rainey. He was with us in Taji and we 

supported him in An Najaf so we had a special relationship with him. He’s a fabulous commander. So we did these tough missions and our commanders fl ew. Bill 

Mooney fl ew all the time, Ron Lewis fl ew, I fl ew, and that was how we did busi-
42

ness. We never had any trouble with getting people in the brigade to fl y. Even that 

dreadful night, the pilots were saying, “Warrior 6 is down there, Attack 6 is down 

there, our infantry brothers need us, we’ll go right down there.” That’s how it was 

done. We also had other folks that were picking up the load. Remember, our sector 

was Baghdad so we were doing many other missions at the same time like “safe 

skies,” which was making sure airplanes can go in and out of Baghdad unimpeded. 

Lieutenant Colonel Mike Lundy, the 1-25 commander, was doing a fabulous job of 

taking care of that mission and the security mission outside of Baghdad – because 

as you move forces around, they would react to the absence or presence of forces. 

Dave Parker, commander of 615th ASB, was setting maintenance records by keeping all these aircraft fl ying. 

MM: How did you make all of this work? You’ve got aviation assets from the 

Army, Air Force and the Marines. Did you have any problems with the Marines, 

with airspace deconfl iction or anything else?

JM: I thought it went pretty well. When you came into the sector, you checked 

in. We would stay up on their net so we knew where their helicopters were moving 

– and there are some differences in how we do business. When we operate in a sector, we’re talking to the guys on the ground and we don’t have an air liaison offi cer 

(ALO) or some type person controlling our helicopters’ movements and engagements. But when we went into engagements in Fallujah – and you can talk to Ron 

Lewis about that. When it came time for him to engage, he’s talking to their ALO 

on the ground. They pretty much put you at an initial point (IP), they bring you in 

and you engage the targets they say. We still focus on talking to the guys on the 

ground, so Jim Rainey would be talking to Ron Lewis and that’s how we operate. 

It was important, though, for us to understand their procedures even though they 

were a little different, because it was their airspace. Our philosophy was: when 

they were in Army airspace over in 1st CAV, they followed our procedures; so now 

that we’re in their airspace, we’ll follow their procedures. We really didn’t have a 

lot of problems. When you’re fl ying in real bad weather at night and getting shot at, 

there are always challenges, but we didn’t have anything of signifi cance.

MM: Were you involved in any planning with the Marines prior to this operation?

JM: I personally was not involved in the planning. I had sent a liaison offi cer 

(LNO), Captain Hank Perry from 1-227, and he did most of the initial planning. 

We pretty much had a set mission and we knew what we would do. Once we were 

integrated in the scheme of maneuver, it was almost like we had a battle drill. We 

fi gured out what we were doing and what our critical tasks were. By this time, it’s 

November and we’ve been in theater about six or seven months, so we were pretty 

profi cient at working that and working with our guys on the ground.
43 

MM: Were there any key issues or lessons learned specifi cally from this fi ght, 

from an Army aviation standpoint?

JM: I want to get back to the strategic things. Taking out that ambush site had 

strategic implications because it kept the Iraqi security forces in place. Taking out 

the rocket launchers and taking out the insurgents that were impeding us. They 

had to move into the attack position and they wanted to attack at night, so they 

were moving pretty much during the day and were uncovered. The commander 

was going to attack early if they started taking a lot rockets and mortars and taking casualties to indirect fi re, so aviation had a pretty big piece in making sure that 

didn’t happen by doing counter mortar and rockets, by fi nding the insurgents, by 

taking out their rockets, taking out their boats and really decapitating their ability. 

So often, those types of things get forgotten.

MM: That’s one of the main reasons we’re writing this up because you’re exactly right. The Army kind of got left out of this equation. People picked up Bing 

West’s No True Glory book and it barely mentions the Army in there. Let me ask 

you this, if the Q36s or Q37s were picking up enemy indirect fi re, were you guys 

getting a lot of those missions, instead of somebody fi ring back at those rockets 

and mortars. Were they calling your guys instead?

JM: Yeah. We also used unmanned aerial vehicles (UAVs) to work that. I don’t 

want to get too much into the tactics, techniques and procedures (TTPs), but we 

used multiple means to fi nd and get those things.

MM: Was General David Petraeus down there at that time?

JM: Yeah. Around 7 November, General Thomas Metz, General Petraeus, 

the Marine Expeditionary Force (MEF) commander, and the 1st Marine Division 

(MARDIV) commander – they all came down there.

MM: General Petraeus must have come down there because, at that time, 

wasn’t he in charge of training the Iraqis?

JM: He was in charge of the Multinational Security Transition Command-Iraq 

(MNSTC-I), so he came down there to see where his troops were going to go. On 

another note, one of my pilots was shot on 8 November.

MM: Talk to me about that.

JM: That happened on the southeast edge of Fallujah. CW3 Mike Zanders got 

a call from Marines that were taking fi re on the perimeter of Fallujah and so he 

went in and did a close combat attack. He got shot through the arm, it hit his seatbelt, but he continued the mission and fl ew back to the base. When he was done, he 

walked into the troop medical clinic (TMC) and said he’d been shot so they bandaged him up. When I came back and found out, I asked if he was headed for the 
44

combat support hospital (CSH) and they said, no, that he was over in the debriefi ng 

room! He got lucky. The bullet went through his arm and hit his seatbelt; it broke 

the seatbelt but he only had a fl esh wound in his arm.

MM: Where did this happen again?

JM: I think he was supporting the Marines that were on the southeast side of 

the city. The grid was LB851880. 

MM: Did your guys fl y any missions for 2-2 Infantry?

JM: No. 2-7 CAV lived with us at Taji and we supported them in Najaf. Jim 

Rainey did a fabulous job taking over a battalion in combat that was having some 

challenges, and then he went down to Najaf. This was where you had 2-7 and 1st 

Battalion, 5th Cavalry Regiment fi ghting in Najaf for the Marine Corps. They so 

impressed them that, when it came time to go to Fallujah, the Marines wanted Jim 

as the main effort. We fought with 2-7 with our Apaches in Najaf and up around 

Taji, so they did not want to go without our Apaches and Ron Lewis. Ron fi red 

the opening volleys for Jim Rainey as they attacked into Fallujah through that 

breach.

MM: Was there any diffi culty in communicating with the Marines that you 

were aware of? Did you have different radio systems or anything like that?

JM: Not really. We did have some challenges with crypto at times, but we 

worked our way through that. Even though the fi lls were supposed to be the same, 

sometimes they’re not exactly the same.

MM: Somebody told me they had to change fi lls in the middle of the fi ght on 

orders from the Marines and that that had caused some problems. I was fortunate 

enough to have Lieutenant Colonel Mooney send me the 4th Brigade “Warrior” 

Operational Summary Number 8, which was very helpful. 

JM: Great. I made them keep those and that’s a lot easier to review. I made 

some personal notes, which I’ve got right here, and I fi nd it interesting to go back 

and look at them now. I realize that the time Fallujah was going on, we still had 

other missions going on as well. I’m amazed just looking at it.

MM: Did you have any press embedded with you or your commanders and, if 

so, were there any problems?

JM: No. The thing with the press at this time was that most of the time they 

weren’t that interested, mainly because they couldn’t fl y with us. So we really 

didn’t get the embedded folks that others did. 

MM: How many of your helicopters were actually hit during Operation Phantom Fury?
45 

JM: On 11 November, we had four AH-64s battle damaged. We didn’t have 

any shot down. The only one we had shot down during that timeframe was a Blackhawk and that was shot down near Taji.

MM: Do you have a grid on where those four AH-64s were damaged?

JM: No. You should talk to Ron Lewis. He may have better notes.

MM: That’s all probably just coming from small arms fi re?

JM: Yes, it was light machine gun fi re. They’d shoot rockets at us sometimes. 

We did not take any man-portable air defense (MANPAD) hits down there. There 

were a few small arms hits to our aircraft while we were there.

MM: But nothing so bad that somebody had to land the aircraft?

JM: No. I’m looking at my notes here: On 14 November, Reaper 6 engaged 

and destroyed one white sedan carrying four rockets with wires hanging out of 

the vehicle. Reaper 16 identifi ed and destroyed one indirect fi re system at the 

grid CB99259480. Reaper 16 took heavy surface-to-air, rocket propelled grenade 

(RPG) and anti-aircraft artillery (AAA) fi re from MB03579613 and returned fi re 

with 16 rockets and 80 30-millimeter. 14 November, Reaper 26 reports two RPGs 

from vicinity – women and children present. Hmm. On 15 November, we continued our operations and were concerned about the amount of fi re we were taking. 

MM: So you were getting some reports back about your guys taking some 

small arms fi re?

JM: Oh, yeah. I was down there and I was personally taking small arms fi re. I 

was concerned about how much we were getting shot at.

MM: Was there anything specifi c you did about that at the time?

JM: There were a couple of things we did as far as guidance. With aviation, 

there’s a fi ne balance between being bold and being reckless. We would not want to 

risk the crew and aircraft by trolling over urban areas and taking heavy fi re unless 

there were troops were in contact. If we were taking a lot of fi re from an urban area 

and could not engage and there were no troops in contact, we would try to distance 

ourselves from the fi re. First of all, we would break close contact over the city because we didn’t want to lose any pilots or the aircraft. Second, we did not want to 

give the insurgents a strategic win by having an aircraft go down and risk ground 

troops having to go in and get them. So we really try to balance that. 16 November: 

We continued to conduct combat operations. Over this timeframe, we started to see 

that the anti-Iraqi forces (AIF) were really going after the aircraft. We had a sense 

that they really wanted to take an aircraft down. 

MM: Did you guys have a unit historian?
46

JM: We did, and that’s where all of those battle summaries came from. We 

made up these battle summary books, which are pretty good and each battalion did 

them. I bet Ron’s is pretty good for that month, because they’re narrative in nature. 

I’ll send you all the November battle summaries from all the battalions.

MM: That would be super.

JM: It’ll give you a good sense of what was going on at the time.

MM: You’ve given me some great information today. 

JM: We had some pretty heroic aviators that fought through this thing and, as 

I look at my notes, I remember we weren’t just fi ghting in Fallujah. Ron, Bill and 

I fl ew a lot because we felt we needed to do that as leaders; but at the end of the 

day, this fi ght was about lieutenants, captains and sergeants. When we fought, we 

fought as lethal, agile teams. Anyone that goes out there is in the fi ght. It was nonlinear so, if you left the FOB, you were in the fi ght and the troops kind of expected 

it. The thing that was different about 1st CAV was that we all stayed together 

and went over together – which is very different than Vietnam. We didn’t have 

individual replacements. We had a hardcore unit that came over and had trained 

together; and from April on, we fought incredibly well. As you look at history, 

Colonel Robert “Abe” Abrams, the 1st BCT, 1st CAV commander, was in Sadr 

City making that happen. I mean, I haven’t fi red Hellfi res where there’s 2.2 million 

people before, with four tank battalions going down the street. People like to talk 

a lot about Fallujah, but Sadr City was a much bigger fi ght. It was very well done 

by Abe Abrams, Lieutenant Colonel Gary Volesky and bunch of other heroes in the 

1st CAV. At the end of the day, if you look at it from a history standpoint, the Army 

had a pretty big portion of Phantom Fury. I don’t want to take anything away from 

the Marines, but they were very quick to highlight their role. It was interesting that 

when President George W. Bush came down to 1st CAV and said, “1st CAV, fi rst in 

Fallujah,” a lot of guys didn’t even know 1st CAV had even been there – and Jim 

Rainey’s guys were the fi rst guys going in.

MM: Was that on a trip the president made down to Fort Hood?

JM: Yes. He came down and gave a welcome home speech to our guys.

MM: Okay, sir. Do you have anything else you’d like to add?

JM: No, I don’t think so.

MM: Thank you for your time.
47 

Colonel Michael Shupp

25 March 2006

MM: My name is Matt Matthews [MM] and I work for the Combat Studies 

Institute at Fort Leavenworth, Kansas. Today is 25 March 2006 and I’m interviewing Colonel Michael Shupp [MS], United States Marine Corps, who commanded 

Regimental Combat Team 1 during Operation Phantom Fury. Sir, this interview is 

unclassifi ed so if I ask any questions that go into that realm, just ignore them or 

tell me it’s classifi ed and you can’t answer it. If I could just get some background 

on you. Where were you born? Where did you grow up? What did you do in the 

Marines up until the time of this operation? Your various assignments, that sort of 

thing.

MS: Okay, Matt. I was born in Bethlehem, Pennsylvania. I went to the Virginia 

Military Institute and graduated in 1981. Immediately upon graduation, I was commissioned into the Marine Corps. Upon commissioning, I became a track offi cer 

in the Marine Corps and initially went over to the 3d Marine Division where I was 

a track vehicle platoon commander. I was also an aide de camp for the assistant 

division commander during that tour. Went to the Marine Corps recruit depot and 

served as a series offi cer for two years and then became the assistant director for 

the drill instructor school. From there, I went to the Naval Academy. I was a company offi cer at the Naval Academy and was responsible for drill and instruction at 

the Naval Academy. I was a leadership instructor there as well. Once I fi nished up 

there, I went to Fort Knox for the Advanced Armor Course and the Cavalry Leaders Course and went to the 1st Light Armored Infantry Battalion. I was a company 

commander there and took Alpha Company of Task Force Shepherd over to Kuwait for Operations DESERT SHIELD and DESERT STORM. Our company led 

the advance of the 1st Marine Division into Iraq with a light armored infantry unit 

acting as a cavalry force. We led the attacks through the Al Burqan oil fi elds and 

captured Kuwait International Airport. Upon return back to the States, I became the 

H&S [Headquarters and Service] Company commander. I then became the operations offi cer for the battalion and deployed the battalion to the riots of Los Angeles. 

We were there for about four weeks. I left that and went to program manager, light 

armored vehicle, and worked on the light armored vehicle program – particularly 

in the program selling LAVs to the Saudi Arabian National Guard, going back and 

forth to Riyadh, Saudi Arabia. I went to the Command and Staff College and then 

went to the School of Advanced Warfi ghting. From there, I went to II MEF [2d 

Marine Expeditionary Force] as an operational war planner. I did two major exercises – Strong Resolve and Battle Griffi n – inside of Norway in the Artic Circle. I 

was the plans offi cer for 26th MEU – Marine Expeditionary Unit – and went into 

Bosnia-Herzegovina as the NATO reinforcement on Dynamic Response. I was 
48

also the Marine Corps ground planner for the land war in Kosovo. I worked on the 

special assessment team for the supreme allied commander, Europe. I worked humanitarian assistance operations through South and Central America for hurricane 

disasters that occurred down there at the time. From there, I went down to become 

the commander of 3d Light Armored Reconnaissance Battalion out at 29 Palms. I 

deployed as the ground combat commander for Bright Star where we were the aggressor force for all coalition forces while we were over there. I had a great time. 

We came back to the United States and continued to train at 29 Palms. Finished 

there and was selected for the Naval War College, but was pulled from that assignment to become the Marine liaison to the House of Representatives. So I worked 

on Capitol Hill with the House as the Marine Corps’ point man there. Finished that 

assignment and was assigned to the 1st Marine Regiment. Now comes the story of 

joining Regimental Combat Team 1. I fi rst went over to Iraq, joined the division, 

and was supposed to go through a break-in period where I learned the ins and outs 

of the assignment. I got over to Iraq at the end of May and my wife was diagnosed 

with cancer, so the Marine Corps sent me back home to help her. They were going 

to swap the assignment for the regiment with my good friend Larry Nicholson who 

was scheduled to take over 5th Marines. Sherrye went through a 70-day treatment 

and she beat cancer, so they sent me back to Iraq around September 9th. On the 

14th, I went to Colonel Nicholson’s change of command and, that night, the CP 

[Command Post] at Camp Fallujah was hit by an enemy 120 millimeter rocket. 

The next morning, the commanding general said, “Pack your bags, you’re going 

up there to take command of your regiment.” So I go back into the breach again 

to take over 1st Marines, and that put me in command of the regiment at that time 

– about September 15th.

MM: So you were not with the 1st Regimental Combat Team during the fi ght 

in April?

MS: No, I missed the fi rst Battle of Fallujah. That was commanded by Colonel John Toolan. I came to see the aftermath of what was left over from that fi rst 

battle.

MM: After the April fi ght, could you talk me through what kind of planning 

went into gearing up for the next assault in Fallujah and what you recall the fi rst 

time anybody mentioned that you might receive an Army task force like 2-7?

MS: Beginning with the regiment: We lost our communications offi cer, Major 

Kevin Shea. He was promotable so he was posthumously promoted to lieutenant 

colonel, and Colonel Nicholson was severely wounded with a shoulder wound. 

The rocket went right into the regimental commander’s CP. From my experience, 

in the June timeframe, the regiment and most of our forces were giving the Iraqi 

people a chance to resolve the differences inside of the Al Anbar province. And 
49 

most U.S. forces were concentrating on LOC [Line of Communications] security 

and on FOB [Forward Operating Base] security, but I believe that was a mistake 

because of the heavy enemy activity, the number of IEDs [Improvised Explosive 

Devices] and the enemy’s freedom of action at that time. The story of the injury 

of Colonel Nicholson refl ects the situation. Camp Fallujah was regularly brought 

under indirect fi re attack from the April timeframe until the end of September. It 

was not unusual to sustain casualties inside Camp Fallujah, and every time you 

left it was a tenuous situation on the roads – driving through Al Anbar Province. 

Fallujah itself was completely sealed off and no allied forces could get into the 

city. At the eastern approach to the city – at Traffi c Control Point 1, later know as 

ECP 1 or Entry Control Point 1 – it was a World War I-like trench fortifi cation with 

massive bunkers that had our forces inside there. We had an infantry platoon and 

a tank section in that position, and the enemy would come out on a daily basis to 

expend their strength against that position. Our tankers using their 120 millimeter 

“sniper rifl es” were able to squash many of these squad-sized attacks, and our 

snipers also did a great job at taking these guys. But it was regular occurrences, 

every day, where they would come out to attack these forces at this traffi c control 

point, at this static position. No vehicles could go in or out of that position. It was 

completely sealed off.

MM: Was that over on the east side?

MS: Yes. 

MM: Was that where the cloverleaf was?

MS: It’s about 200 meters west of the cloverleaf into the town. So you can 

see, at this point in time, that taking command is a tenuous situation. We’re under 

indirect fi re attack. I think it was about a week and a half after I took command 

when another rocket came into the CP complex and hit one of our outer perimeter 

walls, knocked the wall down and injured two Marines. So this was a pretty regular 

occurrence that we were getting attacked in this area. During this time, 3/5 came 

over and there was the exchange of 3/5 and 2-1. 3/5 was commanded by Lieutenant Colonel Pat Malay, a very intelligent, very aggressive offi cer who began taking the fi ght to the enemy. I had an intelligence offi cer by the name of Lieutenant 

Colonel Dave Bellon and he told me, “Sir, if you can attack the enemy and not 

allow him three or four days to attack, you will prevent attacks against our forces.” 

And he had it right. No one else had it right except for him. If we could disrupt the 

enemy’s planning and operation cycle, then we could control the battlespace. And 

that’s exactly what we did. On 24 September was the fi rst attack that went against 

the northeast corner of the town. It was a tank, infantry attack – a tank mounted 

attack. The infantry was nothing but security for the tankers. The tankers went into 

an attack by fi re position on the northeast corner of the town. They attacked the 
50

town with tank main guns to knock down key barriers and HESCO barriers that 

were the enemy’s defenses on the outer portion of the city. We also started aggressively patrolling. We moved people out of their FOBs and started taking platoon 

and FOB positions in the countryside and controlling the countryside, versus allowing the enemy freedom of movement and action. So there was a big shift. The 

success we had stopped the indirect fi re attack and stopped the attacks against our 

forces. It’s important to point out that prior to my taking command, 2-1 was going 

through a RIP [Relief in Place] with 3/1’s forces, and the enemy targeted one of 

their vehicles and killed about 11 people: American and Iraqi soldiers as they were 

moving across the battlespace on MSR [Main Supply Route] Mobil on the outside 

of town. These complex IED attacks, these indirect fi re attacks, they all stopped 

– and it was almost as if the enemy was wondering what was happening, because 

the regiment started taking the fi ght to the enemy versus just being a punching bag. 

I think the success the regiment was gaining – because we didn’t just stop with the 

24 September attack. We continued to probe and attack the enemy’s known positions around the entire city, and everything was directed against the northeast, the 

east and the southeast corners of the city: into the industrial area in the south of the 

city, the TCP [Traffi c Control Point] area on the east side of the city, and the soda 

factory on the east side of the city. These attacks kept on going and this was part of 

the shaping. The success that we were gaining, division and MEF were glad it was 

happening because it was buying us freedom of action and the attacks against our 

forces were dropping. I think, as the election got nearer, it became evident that we 

had to stop what was in Fallujah, because as we would go to weekly security meetings, there was no progress. There was no progress with the Iraq security forces 

that were in that area, who were all Iraqi National Guard, and with the local police. 

The local police had no control over the city and the Iraqi National Guard were all 

traitors. They were all corrupt. You couldn’t trust them as far as you could spit.

MM: And that was basically what was left over from that Fallujah Brigade?

MS: Yes. Another terrible failure was the Shawani Special Forces that were 

formed up. A great deal of effort was put into those forces and they were paid an 

exorbitant amount of money. They thought they were former reconnaissance forces, 

that they would provide us some inroads, but that was a complete and total failure. 

As Fallujah would come about, very few of them would go into the fi ght and support the efforts. Most of them took their last paycheck and ran home or abandoned 

their positions. There were very few that stayed with us. Out of all the Iraqi National Guard forces in the area, only one company fought inside the city and fought 

valiantly: the one led by Major Ouda at the time, out of India Base on the outskirts 

of Nasser wa Salam. The rest of them were broken. They weren’t even in the fi ght. 

They didn’t even take part. So now the September/October timeframe is coming 

and I’m intensifying the attacks, and we’re also running illumination attacks over 
51 

the city. We’re also running sound bomb attacks over the city: fast movers going 

supersonic over the city to disrupt the enemy’s activities inside there. We’re watching the whole city with unmanned aerial vehicles and our reconnaissance efforts, 

and we’re getting great intelligence. Every time we probed the enemy we could see 

the enemy reacting in the city. So intel was driven by shaping operations. On the 

outskirts – Karmah, Nasser wa Salam, Zaydon, Saqlawiyah – all these towns on 

the outside perimeter were now quiet because the enemy was retracting versus going out to the countryside to attack us. I believe it was the middle of October when 

we received the instructions to start planning for the attack on Fallujah. We went 

into the Marine Corps planning process: the system all of us have learned, whether 

it be at Advanced Armor, whether it be at Command and Staff College, whether 

it be at SAW, whether it be on a joint operation – right down to the rehearsal of 

concept drills that we worked into the whole play. During this planning phase, we 

saw that we needed more combat power to thwart the enemy and their defenses. 

We didn’t have enough heavy armor to go in there with us, nor were there enough 

Iraqi forces with us. So I was told about two weeks prior that I would get 2d Battalion of the 7th Cavalry Regiment to come with us. 

MM: Had you worked with them before?

MS: I had not. I had heard, though, that they had been in the battle of An Najaf, 

that they worked really well with the Marines down there, and that it was a very 

good unit.

MM: Could you kind of walk me through the fi rst time you met with these 

Army people, and had you worked with anybody in the Army before during combat operations?

MS: Not in combat. My experiences with the Army have been down at Fort 

Knox going through the Advanced Armor Course and Cav Leader Course, and my 

experience at the Tank and Automotive Command working with the Army at those 

posts. There’s also my experience at the School of Advanced Warfi ghting and my 

experiences at SACEUR for the Kosovo planning efforts, for both EUCOM [U.S. 

European Command] and SACEUR, working with the Army planners there. The 

fi rst time we met members of 2-7 was with their S3, Major Tim Karcher. Great 

offi cer. This is another very, very courageous offi cer. He was either fi ghting or 

planning the whole time he was over there, and he was in the middle of the city the 

whole time. Karcher came to our CP to meet Lieutenant Colonel Chet Chessani, 

my operations offi cer, and also to meet the rest of the staff. Lieutenant Colonel Jim 

Rainey could not break free at the time, so Karcher was brought into the planning 

immediately. We were going through mission analysis. When we left the planning 

session, we were in course of action development and we were asking for contributions from all of our subordinate commands as the planners got together and 
52

planned. The big thing that happened is that the Army soldiers wanted to take off a 

very large portion of the city. Their plan was to go from the western side of the city 

almost over to Route Henry, and it was just too large an area to take. But the Army 

was concerned that their tanks have avenues to attack down and, as the planning 

sessions were going on, we were getting pressure from division to do a single-axis 

penetration. As you start to study the problem, you realize that you really can’t do 

this inside of the city. But the ground we were given on the Sichur Road on the east 

side of the train station over to the west side of the city – that only provides you one 

avenue of approach. That was April that came down from Route Gold all the way 

down across the north of the city. We knew the enemy was in a strong defensive 

position on the northwest portion of the town, at the railroad track position, and on 

the north portion of the town. Do you recall that I told you about the tank attack on 

the northeast corner of the town?

MM: Yes.

MS: When we did that tank attack – imagine the Olympics when they show 

those pictures of the crowds with the fl ashing cameras. With our NVGs [Night 

Vision Goggles] on, the whole city was lit up with those fl ash bulbs, but the fl ash 

bulbs were actually small arms fi re coming against our forces. So there was that 

heavy of a defensive position on the north and east portion of the city. We were 

really constrained by the problem. We knew that the heart of the insurgency was 

inside of the Jolan District; we knew that the regiment was given the main effort; 

but how were we going to penetrate into the city and get off that single road that 

came under the train track, under the overpass, and get into the city? The overpass 

coming into the city was only the width of a single tank. We were really in a quandary. So I got Captain Bodisch, my tank company commander, and I said, “I need 

to do a recon to the east side of the railroad station, go in there and see if I can get 

tanks, tracks and vehicles across these railroad tracks on the west side of the train 

station.” If you can imagine it, the train station is relatively fl at ground for 100 to 

200 meters on each side of the train station, along the track. But as it continues 

to go to the west and the east, the track rises on a berm that rises to about 30 feet 

where the overpass is and continues to rise as you go past that. On the other side 

of the train station – on the east side – is the area where 7th Marines was to launch 

their attack and come into the east side of the city. So I was constrained with only 

that one road, the overpass, and the tanks having to go somewhere on the west side 

of the train station. So we went and did an armed recon with our tanks. 

MM: Did you have a whole company of Marine tanks?

MS: I had two companies of tanks and one company would fi ght with us. That 

was Bravo Company, 2d Tank, under Captain Bodisch. The other tank company 

would go out to 7th Marines. Our tanks were split between each of the infantry bat-
53 

talions and they did a tremendous job. They fi red over 3,000 rounds into the city. 

They were just as heavily engaged as the lead elements of 2-7, and 2-7 had a very 

distinct mission versus the infantry mission. We’ll get to that in a little bit. The tank 

recon – although we came under heavy small arms fi re and under mortar fi re – allowed us to see enemy positions. They had dug in fortifi ed positions near the cemetery on the northwest side of the city, and we could see that we could get over the 

top of these tracks. So when we came back to our planning, we said, “Okay, when 

we get into the city, we have to have 2-7 penetrate to the west side of the tracks 

and come down, but we have to prep the battlefi eld for 2-7’s advance into the city.” 

The whole time, Karcher and 2-7 are working like they had been with us all the 

time. I can’t stress enough to you that these guys were incredible, with everything 

from their language to their morale to their attitude, just fi t in perfectly with the 

Marine Regiment. They were just part of the team. There were no differences. 

They were complete professionals, and I think a lot of that was established by Jim 

Rainey when he came down. Very aggressive, very good offi cers, knew their craft, 

and were prepared to go into combat and do the right thing. So as we continued on 

with the planning, we fi nally realized that we would have 3/5 Marines come from 

the west side of the city. They would attack the apartment complexes to establish 

attack by fi re positions during the course of the day and prep us for that night’s action, which would begin at 1900. A few weeks before the attack, we were receiving 

2-7 and they were moving into Camp Fallujah. They took some casualties from an 

indirect fi re attack, but they were going out into our AO. Because of our previous 

attacks against the enemy, we had freedom of action, so they were not experiencing constant indirect fi re attacks. This was just an isolated incident where they 

happened to get hit with indirect fi re. In fact, the soldier was in a protective shelter 

where a piece of shrapnel came in laterally. Talk about a million to one shot, but it 

did take his life.

MM: Was that a mortar attack or was it a rocket attack?

MS: I believe it was a rocket attack that came in, but I’d have to go back at 

the history and look. It’s been quite some time now. 2-7 had freedom of action to 

go north of the town and conduct the recon of their attack positions and also their 

routes that would lead them up to the penetration point. They were very confi dent 

about that. We also had force recon doing some snooping and pooping and going 

into the outskirts of the city. They found out that that road from the underpass all 

the way down April was heavily IED’d. They identifi ed 12 spots where there were 

IEDs, going into the enemy’s defensive positions. I think it’s worth mentioning as 

well that we had the Iraqi security forces joined with us too. I think about seven 

days prior to the battle, I got told I was getting two battalions of the Iraqi Army. I 

was like, “Oh, great, what next?” because my experience with the Iraqi National 

Guard had been terrible. Anyway, we bring these guys into the east Fallujah Iraqi 
54

camp and my fi rst task is to greet every one of them. They want to get over there, 

but the camps are not prepared to receive them. They don’t have tents up, the 

showers aren’t up, there’s no food contract. It’s pretty abysmal. They don’t have 

enough head facilities. It’s ragtag at this point. But in the course of 24 to 48 hours, 

everything’s put up and we’re back in action. Talking to the Iraqis, I could tell that 

the two battalions were very scared about what was going to happen. So we put 

them through classes – small arms fi ring, fi rst aid – because they had no medical 

support and they had no corpsmen with them or medical kits. Law of land warfare, 

rules of engagement, house clearing. We took them to our shooting houses down at 

India Base, let them fi re down there, and really let them build their confi dence up. 

We gave them friendly fi re recognition; we talked to them about our surface danger 

zones, how the effects of weapons carry over and friendly fi re. So we had some 

very good classes that were taught by all of our Marines, and I think the Iraqis were 

taking to it. We started to involve them in the planning, but they were not involved 

in any of the decisions. They were just in the receive mode, and they were in the 

last-minute receive mode, because we didn’t know if they would compromise the 

plan. I had to give them missions that were within their capability. They had no 

transport per se, except for unarmored vehicles, just trucks. I didn’t know what 

their fi ghting capabilities were outside of knowing that they could probably perform at the fi re team and squad level.

MM: Were these guys having Marine or Army advisors with them?

MS: They had Army advisor teams with them. So not only was I getting two 

battalions, but I was also getting an Iraqi brigade and, by the way, the division 

headquarters was going to be staying with those guys too, so they would be visiting 

from time to time. The 7th of November comes up and we’re getting into it; we’re 

going to go into this battle. Our guys using UAVs and our shaping operations have 

really gotten the enemy in a tizzy: they don’t know if they’re coming or going. 

The PSYOP [Psychological Operations] and information ops have got everybody 

out of the city. Then the last week before, we had checkpoints all around the city 

to screen people to see if there was any of the enemy getting out. All the forces 

have moved into the Camp Fallujah area and we received permission to shut down 

all the highways, so nothing is coming in or out of the area on Routes Michigan 

and Mobil. On the 7th, I sent Task Force 3d LAR [Light Armored Reconnaissance], Task Force Wolfpack, with elements from the Army – I think it was 1-501st 

[Parachute Infantry Regiment] from Ramadi, and they had a company of Bradleys, 

mech infantry, and an engineer platoon. Their mission was to go up the peninsula 

on the west side of the city and seal the peninsula, capture the bridgeheads, capture 

the Iraqi National Guard headquarters right at the Fallujah Bridge and capture the 

Fallujah General Hospital – and they did a brilliant job of it. In fact, 36th Commando was with them, and they went and captured the hospital without incident. 
55 

Very light casualties, but the enemy had seen us on the side and they were starting 

to engage us with harassing fi res, nothing very accurate. But once fi red upon, my 

Marines now have the ability to fi re back at them. With our long range guns, the 

LAVs and the Bradleys, they’re just ripping apart the enemy on that side of the city 

in these buildings. The engineers have bulldozed berms on the western bridges, 

had put out tetrahedrons and concertina wire, and with loudspeakers they’re telling any people that are left to move to the south to escape the oncoming attacks. 

So the enemy is fi xed to the west and focusing on their action. Now, in the fi rst 

Battle of Fallujah, we knew they used the river to go and bring in reinforcements 

and to bring people in and out of the city, so we had a Small Craft Company on 

the northwest approach of the river, just west of the sea grass islands. It looks like 

little islands on the northwest portion of the city. I don’t know if you can see it on 

the map.

MM: Yes, I can see it on the map here.

MS: But Small Craft Company could not make the bend, because if they made 

the bend, they would be under small arms fi re from the city. So they had to stay on 

the outskirts. It worked like a charm, though, because now the enemy is focused 

hard to the west and they’re engaging our forces, but we’re starting to rip them to 

pieces with our accurate fi re.

MM: They have to think now, I guess, that the main attack is maybe going to 

come from that direction.

MS: Correct, across the bridgeheads. On the 8th, Pat Malay’s 3/5 seized the 

apartment complexes on the northwest corner of the city, north of the overpass. 

There were about 300 people in there. They were cleared out and taken by trucks 

out to Saqlawiyah, given 300 dollars, food, water and medical support, and then 

they left and went to their families. They were all screened for gunpowder residue 

to see if any enemy were in this group as well. We sent EOD [Explosive Ordnance 

Disposal] through the buildings to make sure they weren’t charged, and then we 

went in and took command of the buildings and set up our CPs inside. My regimental CP and 3/5’s CP were set inside those buildings. We knew we could not get 

into that city down that road I told you about. So at 1400, we dropped eight 2,000-

pound bombs on that railroad berm and cut two lanes through it.

MM: Were those Marine aircraft that did that?

MS: Yes. And with our D9 bulldozers, we cut two holes through it, so the enemy has no idea what’s going on except huge explosions about a mile outside the 

city. Everybody’s in their attack positions – even the Iraqis are in their attack positions – so we’re all looking pretty good. 7th Marines coming from the west, they’re 

chomping at the bit to go into the attack; and you know something, that’s pretty 
56

good for us because that’s part of the deception. At 1900, 7th Marines launch their 

attack and I send 3/1 and India Company of the Iraqi National Guard, with Major 

Ouda, to seize the train station. Major Ouda and 3/1 seize the train station and they 

fi ght small resistance in there – probably platoon level. They take the train station 

on the north side of the city. What this gives us is the protection our Marine engineers need to bring line charges up and send MCLCs [Mine Clearing Line Charge] 

to open up that fi eld on the north side of the city, because we know it’s mined. The 

Marine engineers go up and they fi re the MCLCs in two lanes and opened it up for 

2-7. However, the tracks have to be cut, because the vehicles were getting stuck in 

the railroad tracks. So the engineers take eight charges – one-pound sticks of TNT 

– and blow up the railroad tracks: four across the top, four across the bottom, and 

then push that aside – now they have lanes. So we have a delay there, but it’s not 

bad because my tactical air control parties inside my infantry companies are at the 

train station. The enemy is fi ring at them and we’re putting deadly fi re into their 

positions with precision air that’s coming in to strike them. At the same time, the 

AC-130s are working over Route Henry that 2-7 is going to go down. Henry is 

the main north/south road that runs through the middle of the city. That was 2-7’s 

primary route, but they also had another route to the west of that. That was sort 

of our compromise, that they would go down multiple routes. We found out with 

our reconnaissance and our intelligence that they would be supportable for tank 

movement down there, more than just one in a single point attack. We couldn’t afford to have the tanks go down one tank at a time. If the enemy takes out the lead 

tank, we’re done. So the AC-130s are working over these routes and any vehicle 

in the street was being destroyed. Any planter in the street was being destroyed by 

AC-130 fi re. Any garbage pile was being destroyed – anything that Iraqis don’t 

normally have outside of their home. For example, Iraqis don’t normally park their 

cars outside on the street; they park them within their privacy walls. As they were 

destroying these vehicles, there was a lot more than just vehicles out on that road. 

There were large VBIEDs [Vehicle-Borne Improvised Explosive Devices] that the 

enemy had placed out there, but now the AC-130 is cutting a path through it. As 

you know, I had a very elaborate command post at Camp Fallujah with good UAV 

visibility of the city, and we templated out the enemy’s routes of advance. We had 

the attack from the west, so the enemy is focused there. 7th Marines are attacking 

now, so now the enemy is focused to the east. They’re focused to the west to the 

bridges and now they’re focused to the northeast portion of the city, an area that we 

constantly built up to try and attack. 3/5 goes through those 2,000-pound cuts and 

they start working from the west to the east across the north of the city. This is an 

area the enemy never expects anyone to attack in, and they are having tremendous 

success. I could see the IR marks on their vehicles from the apartment complex 

as I’m watching the battle. They are reaching their initial objectives and we’re not 

having any serious fi ghting. They’re getting into the city. The enemy is displacing 
57 

now, but I think the enemy is focused on the bridge sites and to the northeast now. 

Actually, I think the delays that occurred with the breaching are actually helping 

us. Although we’re coming under small fi re and indirect fi re at those points, it’s 

setting the stage and opening up a gap on Henry with the enemy focused to the east 

and to the west, and the center of the city is being exposed. That’s where 2-7 goes 

into the city. 2-7 does an incredible job going down to their objective, which was 

Regimental Combat Team Objective 1, which was Jolan Park. They just work over 

that road going down there. Jim Rainey and his company commanders are having 

a fi eld day, because the enemy is coming out on the north side of the city and the 

streets run on a north/south orientation. Jim’s vehicles were in there so fast that he 

completely disrupted the enemy’s defenses and they have no infantry to blow these 

IEDs. They’re facing Abrams and Bradleys with lethal fi re inside the city. Now, 

as Jim enters the city, the infantry battalion becomes bogged down from a vehicle 

accident and a Marine was pinned underneath a vehicle.

MM: Was that 3/1 or 3/5?

MS: 3/1. Their mission was to fl ow behind 2-7 after they entered the city and 

follow right on their tail to provide them infantry support and start clearing the 

enemy right behind the penetration. So 2-7 was to break up the enemy’s defenses 

and allow 3/1 to penetrate into the crust of the enemy and get behind their IED 

belts to move out from that point on. My instructions to 3/1 were to kill everything 

squad size and larger. Do not get bogged down, stay with the tankers, provide them 

the infantry support they need, stay hand in hand with them, and make sure you 

continue to advance through the city, because speed is on our side. We’ll clean the 

city after we get done with our attacks. At the end of the fi rst day, 2-7 had captured 

the Jolan Park and 3/1 is at the pivot point on Kathy ready to go to the river to 

strike into the heart of the Jolan. 2-7 can’t go west because the roads are so narrow 

and tight, so it’s an infantry fi ght; and the fi ght that’s going to occur is going to be 

infantry supported with Captain Bodisch’s tanks from Bravo Company, 2d Tank. 

3/5 came from the west across the top of the city and reached the cemetery. The 

mosque on the eastern side of the cemetery was their objective. When they got 

there and 3/1 entered the city, both forces were to attack south at that point, and 

the middle of the night/daylight time is when those attacks are starting to go into 

the south. So by sometime that morning, Jim has gotten that mile into the city at 

the outskirts of the Jolan Park, but he is starting to face enemy resistance along the 

perimeter on these outskirts. He’s taking heavy RPG [Rocket-Propelled Grenade] 

and small arms fi re. I know I’m not hitting everything, but I’m giving you the 

broad aspects of the battle.

MM: This is fantastic.
58

MS: With Jim in this position, we get together and talk and we’re just shocked 

at the success we’re having. The infantry is facing a lot of fi ghting, but there are no 

battalion-level defenses. The defenses we’re fi nding are platoon-level defenses or 

IED belts. The enemy is trying to attrit us, but they’re not stopping our assaults and 

our infantry is able to clean out the heavy pockets of resistance. 3/5 is just chomping at the bit coming down the river road, and if I wanted them to, they could have 

gone past Kathy and gone onto the Old Fallujah Bridge. At this point, we needed to 

continue our southward movement. We have 3/1 in the center of the city on Kathy 

and prepared to attack to the west. 3/5 is attacking north to south, held up at Kathy 

and consolidating their defenses inside their area of operation. 2-7 oriented to the 

south, southwest. God bless them, 4th Battalion, Iraqi Army did a great job. We 

gave them a mission within their capabilities. I came back off the attack, got with 

them, and told them they were going into the city to provide line of communications security for the advancing forces. Jim Rainey gave us a mechanized infantry 

company and they were on that north/south road from April all the way down to the 

Jolan Park. The Iraqi Forces went in there. My concern was, as 7th Marines starts 

their attack, I know 7th Marines isn’t going to be able to control all the enemy, and 

I don’t want the enemy coming into my fl ank from the east. So we berm up Henry’s 

east side, and the Bradleys and the Iraqi forces put obstacles on every alleyway and 

street to prevent an east/west movement of enemy forces. Any military-age males 

we’re fi nding in the city we are arresting. We’re only fi nding handfuls of people, 

and those civilians are being evacuated with our casualties: the males to the prisons 

to be interrogated by intelligence, to fi nd out whether they’re enemy or not; and the 

women, children and the elderly men were being allowed to go to their families in 

the outlying communities.

MM: Were you walking them straight north and out of town past the railroad 

station?

MS: We’re sending them up to April and then Marine trucks from my logistics 

battalion are taking them out. They’re being left off at Saqlawiyah and it’s working 

like a charm, but I don’t have that many that I’m moving. Total prisoners we captured during the course of this was over 2,000. Estimated killed inside the city was 

about 2,000. We’ll never know the exact truth because many of the buildings were 

destroyed inside the city. But now the Iraqi forces, reinforced with those Bradleys 

on Henry, are incredible. They’re getting confi dent, and they know that the Bradleys are going to be there with them and support them in the fi ght. They know 

they’re not there on their own. They know the Marines are right there with them. 

The Marines are doing the heavy lifting and they have a mission that’s very important to keep these routes open – and we’re all visiting and encouraging the troops. 

Everybody from Jim, Karcher, myself, the company commanders, the Marine battalion commanders: we’re all building them up and trying to help them in this, and 
59 

they’re doing a great job. I’ve got to take my hat off to them. I really admire them. 

2-7 went through the north portion of the city. 3/1 went through the north portion 

of the city. But I gave a very small, isolated block to 1st Battalion and told them 

to do very detailed searches of these homes and search out the enemy. They had 

advisors with them, and I’d taken some of my Marine offi cers and put them with 

them as well. I’ve made a training team to put with them and they’re doing a great 

job. They’re fi nding large numbers of caches of weapons and ammunition inside 

the city. Unbelievable amounts. Tractor-trailer loads inside of the city. The Iraqi 

forces are in missions that they could bite off and they’re being successful. We’ll 

return to them as we get to the next portion of the battle. During the night, 3/1 plans 

their infantry attacks and they start their attack. In a steady movement, they make 

it all the way across to the Al Qabr Mosque along the riverbank. We fi nd huge enemy squad positions and huge caches that we’re relentlessly going through. 3/1 is 

taking the bulk of the casualties right now. They must have had 20 to 30 killed in 

action and many wounded.

MM: Just in that fi rst 48 hours?

MS: Yes, because of this heavy fi ghting they’re going through. 2-7 continues 

to push south down towards Fran and Elizabeth, and we were concerned about the 

height of these tall buildings, that the enemy would use them. But the enemy was 

never prepared for the level of attack that they’re facing and we’re able to reach 

Fran and Elizabeth. So my instructions to Jim were to keep enemy forces from 

reinforcing from the south and from the southeast. Guard the bridgeheads and 3/1 

will continue to work across the city, but make sure that enemy forces don’t attack 

up towards us. We’re in such a tight area that, at night, 2-7’s tankers are able to 

pull back into 3/1’s outer defenses. Jim’s battalion is along that north/south line of 

communication and they’re integrated on the south/southeast with 3/1 for night security. His battalion headquarters is in the north of the city in a cement factory. His 

battalion aid station is co-located with 3/1’s battalion aid station at the train station, 

and the Army armored MEDEVACs are a godsend on the battlefi eld because in 

the Marine Corps we don’t have any armored evacuation. These ‘115s are taking 

care of our Marines and they’re doing a magnifi cent job. The other thing the Army 

brought to us was 120 millimeter mortars. Our 60 and 80 millimeter mortars are 

great to go ahead and attack the enemy out in the open and hit him on the rooftops, 

but our Marines found out that when you take an Army 120 millimeter mortar and 

drop it on the top of a building, it’s dropping a fl oor.

MM: Were you using LRAS [Long Range Advanced Scout Surveillance System] for your indirect fi re missions or were these just eyeball sightings?

MS: These were visual call for fi re missions with our forward observers. But 

remember, every building in the city is numbered and all of us have GPSs [Global 
60

Positioning System], so these were extremely accurate. The Marines considered 

these one of the most accurate weapons on the battlefi eld and absolutely essential 

to our success. We went through three combat loads of 120 millimeter ammunition. We had to do an emergency resupply of the ammunition for the 120s, that’s 

how effective they were inside the city.

MM: But you also had a battery of 155s, correct?

MS: My 155s fi red over 4,000 rounds inside the city. Mike Battery 314 was 

great, but because of the urban structures, artillery didn’t always work, so you had 

to use something different. The mortars were on the north side of the city, so their 

axis of attack was a better axis than the artillery battery had, which was coming 

from the east. So they worked out like a charm. The enemy came out and expended 

a lot of his strength. Jim chewed them up and was able to kill them with his main 

guns, with his .50s, with his 25 millimeters and with his TOWs [Tube-launched 

Optically-tracked Wire-guided missiles], but we’re having detailed house-clearing 

fi ghts. We have to clear every house. But I can’t clear every house. My bypass criteria have to stand because of the speed to take the city. All of a sudden, we have 

all of our objectives for RCT-1. If you recall on the maps, the original plan was that 

RCT-7 was supposed to come from the northeast, cut diagonally across the city and 

go to the southwest portion of the city. I can’t tell you how happy we were with Jim 

Rainey and 2-7. These guys are fi ghters. These are the best soldiers I’ve ever seen 

in my life, and I’ll tell you it was just an honor to have them with us. They were 

adjusting to the battlefi eld just as quickly as we were. You know, we all had our 

plan, and we expected the battle to go a certain way, but every one of us accepts 

the fact that things are going to change. None of us, however, expected it would 

change this quickly. None of us expected the fi ghting to be this desperate for these 

buildings, and Jim was right there with us. And the Marines – 3/1 and 3/5 – along 

with 2-7 were able to adjust and work as a team so seamlessly that it almost looked 

as if they’d been doing tank infantry training the entire time they’d been together 

– and they’d only been together like 10 days. I’ve got to attribute this to Captain 

Bodisch. Prior to the attacks, we had a little school where we ran tank/infantry 

integration training, and everybody went through it. So he was actually giving 

everybody a refresher course on tank/infantry ops. General [Richard] Natonski is 

coming into the city every day to visit us and he was just great. One of the things I 

needed to do was keep him away from the front of the fi ght, because the last thing 

I wanted to do was see him get injured. But he was right there in the midst of it. 

There was this mosque on Henry in the middle of the city and we all had a meeting 

there. The general said that the 7th Marines had just about reached their objectives 

on Michigan – the east/west road – and they’re going very slowly. We’ve all been 

talking about this and we said, “Hey, we’re already at our objectives. We should 

just keep on going.” So, on the side, we’d talked about keeping Jim Rainey with us. 
61 

We’re at this mosque and there’s a couple of dead enemy fi ghters on the grounds of 

this mosque in the courtyard. The enemy snipers are shooting at the minaret over 

us and we’re getting hit with tiles on the tops of our helmets. General Natonski 

says to Jim Rainey: “I want you to go to 7th Marines.” And Jim says, “I’d rather 

stay with 1st Marines. I’d rather stay with Inchon.” So the general looks at me and 

says, “Could you keep on going to the south of the city?” I said, “Absolutely, sir, 

but we need Jim Rainey to stay with us.” So we get together and come up with a 

plan for us to go straight down Henry and Jim would lead the advance again. What 

worked once is going to work again. And because of the positioning, 3/1 is at the 

line of departure, which is Fran.

MM: Fran is actually Highway 10.

MS: Right. Although 3/5 didn’t have the heaviest fi ghting, they’re positioned 

in the north portion of the city; and although 3/1 had taken 20 or so casualties, 

they still have to keep on going. They have to go to the infantry attack to get this 

through, because we can’t do a passage of line or we’re going to lose time. So all 

night long, Lieutenant Colonel Willy Buhl goes and coordinates his supplies and 

resupplies and gets his men ready to attack. They’re dead tired. I’m losing track of 

days now, but I think it might be three or four days into the battle now. 

MM: November 11th, I think.

MS: Yes. That’s the Marine Corps’ birthday. This is before we’ve taken over 

the city center. We looked at the city, and if you look at the southwest portion of the 

city, you’ll see that the Nasal District Street runs along a north/south axis, then it 

goes east/west axis, then it goes north/south axis, and then east/west axis. It alternates down the city. The city planners must have been on crack. They go back and 

forth. So the avenues of long range fi re for tanks are initially north/south, but very 

narrow streets. Then, the orientation changes and the city blocks go east/west. So 

what Jim has to do is attack with his tankers, thrust down once, pull back, go down 

Henry, thrust east/west against the enemy, come back, go south down Henry, then 

go north/south, then pull back, then come down to Henry and then go east/west. 

There’s no way there’s going to be another penetration there, and we know that 

you can’t. We’re also fi nding out that in the night fi ght, even with our optics, at 

close quarters like this, it’s almost negated. You’re in a room 10 feet apart from a 

person and the fi rst guy to get his fi nger on the trigger is going to win. The infantry 

attack had to have tactical patience. We couldn’t just go into the attack. We had to 

wait at least until the beginning of morning nautical twilight before we could really 

launch those infantry attacks in earnest, or they would be just groping in the dark. 

They would have to go through every building and we’d lose our speed. So Jim 

worked every position: north, south, east, and west. He worked it like a champ and 

he kept his line of communication on Henry open. 3/1 is staged on Fran to make 
62

their attack, daylight comes, and for some reason 3/1 is not moving, and they’re 

not moving because they’re still resupplying. So we moved the regimental CP 

down there for the second time – we had to move at the train station and now we 

have to move them to the middle of the city to get them moving again. We fi nally 

get out on the street and Kilo Company from 3/1 is stalled. They’re stalled because, 

on the lines of communication, one of the tank companies is involved in a fi refi ght 

with a mosque that’s fi ring at them on the side and the Marines are afraid to put fi re 

into them for fear of hitting our forces. So I get the company commander and I tell 

him, “Go knock on that Bradley with a brick and tell those Bradleys to talk to the 

other Bradleys down the street. Tell him to turn his guns and fi re up that mosque 

because he’s getting fi red on, and that will clear this approach for you.” So he goes 

and does it in the middle of the battle, bangs on the vehicle: “Hey, fi re that up! Tell 

those guys down there.” Those guys go and shift the orientation of their guns and 

totally take out the enemy position in the mosque – and the green light is on for 3/1. 

They make their movement and get through Nasal with no problem. They make it 

through the next step, no problem, but then they come to the last mile of the city. 

The enemy had realized sometime during the course of the night that if they come 

out and face the tankers, they’re going to die. So the enemy hunkers down inside 

these buildings and the game plan begins to unfold: they take out two or three 

Marines in the building, kill the other Marines that try to come in and rescue them, 

and then kill as many of the Marines as they can. We’re fi nding the enemy with 

tourniquets on their arms; we’re fi nding syringes of Novocaine and adrenaline 

around enemy positions – so these guys are fi ghting to the death.

MM: Did you have any indication at this point whether these looked like any 

foreign fi ghter types to you? Was anyone able to tell?

MS: I’ve got to tell you, there’s no way for me to tell whether a guy was a 

foreign fi ghter or not. He was just a fi ghter to me, but we were starting to see some 

signs of foreign fi ghters in the city. My interpreter was a Kurd and he was noticing their dress, facial appearance, their dialects, the stories they’re giving when 

we’re interrogating some of them. We killed like six of them trying to escape with 

weapons on beach balls in the middle of the river, and they had plastic bags with 

their Syrian passports in it. So we’re fi nding these squad- and platoon-sized cells 

but they’re not all foreign fi ghters. It’s one or two and the rest are Iraqis. We’re 

fi nding these foreign fi ghters, eventually, who don’t know where the hell they are. 

They don’t even know what city they’re in – at least that’s what they’re telling us. 

They were dropped off in the middle of the night, they came across the border, 

this is where they were told they’re going to fi ght, this is where they’re going to 

kill Americans. So Jim’s vehicles are on that north/south road right now and the 

infantry is having to do the fi ght inside the city with Captain Bodisch and his tankers. Jim is providing supporting fi res at every opportunity he possibly can, but he’s 
63 

keeping the enemy from coming from the east over into our zone, and the good old 

4th Battalion of the Iraqi Army said, “Sir, we’re ready to do the rest of the street.” 

So they came all the way to the south of the city and they are blocking those roads 

and keeping the enemy out. They’re getting into constant fi refi ghts everyday – killing the enemy – but there are casualties to our Army forces or to our Iraqi forces 

on that route there. They’re having great success. We’re having some casualties, 

but nothing serious at this point. The last portion of it was India Company, 3/1 

and they needed bulldozers to kill the enemy, because in every one of these buildings were mouse holes. If you entered into the doorway, you would face mouse 

holes facing from every aspect of the room – from the overhead, from the back, 

from the sides – all focused into the central room that you went into. So it was a 

kill zone and you just weren’t getting out. If we could locate the enemy – if they 

revealed themselves – then we could do dynamic breaches into these buildings: 

blow the doors, get a track or a tank and punch through it, use the tank or track to 

get to the second or third story, and start the assault from the top down. The enemy 

has also dug rat holes from one building through to another – and remember, all 

the buildings are covered with privacy walls all the way around them, so they’re 

able to move from one building to the next. They’ve adjusted and found out that 

if they stay for more than 30 minutes fi ghting the Americans, then the Americans 

are coming in and they’re going to drop the building. So they’re moving to the 

next building or they’re coming back after the building has been cleared. So 3/1, 

in desperate house to house fi ghting, fi nally clears the bottom of the city. We have 

2-7 along my line of communication, 3d LAR on the bridgeheads on the west side, 

3/5 has moved all the way down to Fran – so they have the northeast portion. 1st 

Battalion is asking for more areas to clear and I’m working them west to east and 

constantly expanding their search zones. We’re starting to do our reconsolidation 

inside this area. 3/5 has started a thing called Task Force Bruno. I don’t know if 

you’ve heard about this.

MM: No, I haven’t.

MS: Task Force Bruno was led by their XO, Silver Star winner Major Todd 

Desgrosseilliers. He put together engineers, H&S Company Marines, and some 

infantry that he was able to scrounge up and they make an ad hoc task force that 

starts clearing district by district. But as we clear these areas, we’re putting screens 

around them. We’re marking the buildings and we’re creating screens. We have the 

river on the west, so the enemy can’t get in, and we have the north/south approach. 

As the Marines come by, we’re holding our positions each night. We called it the 

squeegee. So we’re clearing house by house, building by building. In many of these 

houses, the ammunition is so big that you would need a tractor-trailer to move it 

– or it would be too dangerous to move. We found over 800 caches inside the city, 

over 160 improvised explosive devices, and this clearing continues systematically 
64

through all the districts. If our forces advanced through it in the assault, we considered that a yellow clearing. If we did a detailed house to house search, that was 

a green clearing, and we constantly expanded our screens and our zones every day 

to keep clearing the enemy and driving him to the south, driving him out of our 

areas of operation. So 2-7 is on that north/south approach. The southern portion of 

the city is sealed off. 3/1 is in that area; in the north, it’s 3/5; Task Force Bruno is 

working through the north; 3/1 is starting to go back in by company through their 

zones in the same methodical clearing; and Task Force Wolfpack comes across the 

bridges and links up with our forces. We do the old bridge fi rst and then we do the 

new bridge. The old bridge was just 3/5. I know you’ve probably heard about the 

writings on the bridge.

MM: Right. I think I saw that in the Bing West book, No True Glory.

MS: I don’t think he really talks about the truth of what’s really on that bridge. 

According to our interpreters, in Arabic it said: “Fallujah will be the downfall of 

the United States and the death of the Marines.” On the other side of the bridge is 

where 3/5 put their little epithet that said, “This bridge is dedicated to the Blackwater employees who gave their lives for freedom. Semper Fi, 3d Battalion, 5th Marines.” And underneath it was an expletive. We blacked out the expletive because 

we knew that everybody and their sister was going to take pictures of it.

MM: Were you the ones that blacked that out?

MS: It was sort of like, “Hey, we need to clean that up,” and the Marines did 

that on their own. The Marines knew what was at stake. They knew everybody 

was going to come to that bridge. They knew the signifi cance of that bridge and 

that it was no longer an obstacle to anyone coming into the city. That bridge now 

represented freedom in that portion of the city. So there was none of the theatrics 

that Bing West brought into it. Bing West didn’t spend any time in the city at all. 

He spent maybe an hour with the commanders on the outskirts of the city at the 

beginning of the fi ght, realized how busy all of us were and left us. 

MM: I always ask everyone I interview, “What did you think of his book?” and 

I don’t think anybody has had anything good to say about it.

MS: It’s terrible because the true heroes of that fi ght were not mentioned. 

They’re all my sons, and 2-7 was incredible. No one can ever take that away from 

them. We could not have had that success if it wasn’t for that Army battalion: their 

mortars, their maintenance, their fi ghting capability inside that city. I think they 

felt the same way, that they could have never cleared those buildings unless they 

had Marine infantry with them to go in and do it. No one did it better than Marine 

infantry. So at night, when those tankers shut down and knew there was Marine 

infantry around, they felt like a million bucks. I don’t think you could have made 
65 

a better team. People talk about this joint business? You have it in this fi ght. AC130s up above us, fi ring and clearing paths for us, keeping the enemy busy all 

through the night, stopping their reinforcing actions, and hitting them as they’re in 

their defensive positions as they uncover. Army soldiers leading the armor penetrations to disrupt the enemy’s defenses. Marines giving the assault. Some of the fi nest assault troops you’ll ever fi nd on the face of the Earth. Joint snipers and Special 

Operations Forces working their sniper teams down to the company level. We had 

snipers at every company level. All these SOF guys were just binging the enemy.

MM: I’ve been trying to search through Marine/Army joint history and, as far 

as I can fi nd, this seems to be the zenith, perhaps, of Army battalions and Marine 

battalions actually working side by side. 

MS: I think it was. All the schools we have – sending Marines to Army schools, 

sending soldiers to Marine schools – I think all of it’s paying off because they all 

speak the same language and they all do one thing: they know how to fi ght. It was 

good to see. There were no differences in language. There was none of the other 

BS. Those guys were part of Inchon. 2-7 loved it and every Marine out there loved 

having them with us too, because we knew what special capabilities they were 

bringing to the fi ght. It was just a great mix. The new bridge – I didn’t feel easy 

about it. I sent two EOD teams across it and they all came back sort of bad. I fi nally 

sent the dogs across it and the dogs uncovered all kinds of explosives. We found 

12 to 16 IEDs across that bridge. They were buried in the pavement and put in the 

light poles with wires going into the palm groves on the south side of the city. At 

that point, as we’re getting in towards about a week or two after the main portion of 

the battle is over, Jim Rainey and 2-7 went and pulled back to go on to other missions, and that was the last we saw of them. I went back to their awards ceremony 

just before we rotated out and it was quite an honor for me to see those soldiers 

decorated. Every one of those awards was well deserved.

MM: I talked to an E-7 who was one of the Bradley platoon sergeants and he 

said he actually had two Marine engineer corporals in his Bradley and I was trying 

to work something up on that. That has to be the epitome of joint right there.

MS: What I think it was, Matt, was just ad hoc arrangements between the commanders. “You need engineers? Okay, no problem, we’ll give them to you. Throw 

‘em in the back.” But we did not task organize down to that level. I gave my battalion commanders latitude, and I’m sure as the fi ght developed they said, “Hey, 

you need engineers to do some of the explosive work as well.”

MM: Yeah, he said that these Marines spent the whole fi ght in his Bradley and 

they came in handy a couple times by blowing up some walls for them. He also 

said that on the Marine Corps’ birthday, they actually produced some beer.
66

MS: I don’t know how they got it into the city, because they weren’t supposed 

to have it in the cities. There was no alcohol in the cities. Every Marine and every 

soldier that was part of the 1st Marine Division was given two cans of beer and two 

little containers of rum to celebrate the Marine Corps’ birthday. We celebrated our 

birthday in the apartment complex on the north side of the city. We read the lineage 

of the regiment over the command TAC 1, read the commandant’s message and 

General Lejeune’s message, and toasted all those Marines past and present.

MM: Did you have any problems at all with the embedded press? 

MS: Absolutely not. My experience with the Gulf War was really good with 

the press. I got nothing to hide from them. My guys are the good guys, and I want 

them to tell the story of my Marines and my soldiers. The press rode closely with 

us. Some of them got hurt with us. They lived every day in the fi eld with us, and I 

just told my Marines and my soldiers to tell the truth. “You don’t have anything to 

hide. You don’t have anything to be ashamed of. Treat everybody with fi rmness, 

fairness, dignity and respect.” That was one of our battle cries over there. “Let the 

whole world see what you’re doing. You’re the good guys. Set the example for the 

rest of the world.” I think they did a great job of it.

MM: What about communications? I’ve been told that you guys had a special 

intel system – kind of a chat network – which maybe not all of the Army guys were 

tied into.

MS: We had NIPRNET [Non-Secure Internet Protocol Router Network] and 

SIPRNET [Secret Internet Protocol Router Network] challenges that we had to 

work through on the battlefi eld to exchange data and to exchange emails, but believe it or not, there were many times I could not reach Jim because of VHF problems, but I could email with him. “Ghost 6 this is Inchon 6.” And we would be 

able to exchange emails and talk to each other. Either Karcher and myself or Jim 

Rainey were able to talk on the Internet without any problem. There were some 

problems with the fi lls since we were working off different fi ll devices, but that 

was something that was easily overcome. We just needed to let our S6 work those 

problems out for us, but it was never a showstopper.

MM: Was there anything else that you could tell me – good, bad, what worked, 

what didn’t? Anything you want me to put in writing?

MS: I think I’ve pretty much talked about everything. The success of Jim 

stands out the most. 2-7 went into a meat grinder and they cleared the enemy off 

those streets and prepped the battle for the infantry. If those Army tankers weren’t 

there, we would have had a lot of Marines killed in action. But together, as a team, 

they were probably able to give one of the most decisive urban victories I think 

our nation has ever seen, against an enemy that was determined to fi ght until the 
67 

bitter end. There was one incident where we had a media reporter watch the bulldozers knock down a building that the Marines were taking unbelievable fi re from. 

It didn’t matter how many tank rounds or how many rockets you put into some of 

these buildings, sometimes the enemy just wouldn’t die inside the building. The 

bulldozers were bulldozing it down and the driver is getting shot at by the enemy 

inside. The only thing left on one of these guys is his upper torso sticking out from 

the rubble – and as the Marines and the reporter are going up to him, this guy threw 

a grenade at them. It was the last thing he ever did, but that’s the kind of fi ghting 

my guys faced inside that city. These Army tank commanders and vehicle commanders were fi ghting RPGs at close range and taking multiple hits. There are no 

better armored vehicles than the Bradley and the Abrams – and they survived more 

hits than people will ever know. I think there was such a sense of camaraderie and 

reliance on each other. We had to take care of our brothers, we had to get through 

this, and I think that’s what allowed us to have the success we had and the small 

number of casualties we actually had for it. Just good cross-talking. The differences you might see at higher headquarters never happened at the tactical level. It 

really was one team, one fi ght.

MM: It seems to me that this was the fi ght that took place in Iraq. Historically, 

I can’t fi nd anything that compares. You can go back as far as you want in history 

and look in vain for a situation where a city’s been almost depleted of the civilian 

population and you know the whole city is fi lled only with bad guys. I really can’t 

fi nd anything like that. It’s unparalleled in history.

MS: I think you’re right. I can’t fi nd any place in history either where we ever 

had a clean battlefi eld like this to fi ght the enemy. It was like a ghost town, and I’m 

sure that some of the guys talked to you about that. The citizens knew what was 

going to happen. They knew no one was going to stop on this one, so they left. The 

only people left were the bad guys that wanted to get the muj’ on, and we were 

ready to get the muj’ on with them. There’s never a place where the conditions are 

set up for a good battle, but we were very lucky, and we were lucky because of 

good soldiers, good Marines, good sailors and airmen that really did their job – and 

I think the nation should be very proud of them. I’ll tell you, I sure am. We had a 

lot of casualties, but also a lot of great things, and there are quite a lot of awards 

that are still outstanding. I think there are two Medals of Honor still going through 

the process, a number of Navy Crosses going through, and I’m anxious for these 

guys to get these awards, too. PFC Christopher Adlesperger from 3/5 – he fought 

for over 45 minutes defending his squad and killed at least a squad-sized element. 

He died later on in the battle, but what he did that day, I don’t think anyone of us 

will ever forget it.
68

MM: I think somebody who was actually there – maybe you or somebody else 

– needs to come out with a full history of this fi ght. 

MS: We do. But the problem is, every one of us is running on all cycles and we 

don’t even have a chance to visit our families. I’m on a three-month TAD [Temporary Assigned Duty] to redo the future of the Marine Corps. What’s our future 

vision? And it’s that way with every one of my commanders. My XO immediately 

took over as a battalion commander. My S3 is over there right now as a battalion 

commander getting ready to come home from Iraq. Every one of us is going back 

in the fi ght or contributing to the Marine Corps in one way or another.

MM: I’ve run into a half dozen people that I’ve tried to track down and interview, but who are back in Iraq again, particularly some of these advisor types. Sir, 

I appreciate your time
69 

Lieutenant Colonel Ken Adgie 

8 March 2006

MM: If you could just briefl y state your name, rank and your position in the 

preparations for the planning of Fallujah.

KA: My name is Lieutenant Colonel Ken Adgie. I was the 3d Brigade, 1st 

Infantry Division, Brigade Combat Team S3 [operations offi cer] from July ’04 to 

June ’05.

MM: Could you briefl y describe how your brigade became involved in Operation Phantom Fury or, as the Marines call it, New Dawn?

KA: Early October we knew that MNF-I / MNC-I [Multi-National Forces-Iraq 

/Multi-National Corps-Iraq] were planning on conducting operations in Fallujah as 

part of their campaign plan of where they were conducting operations: Najaf, Fallujah. The division received a warning order to provide forces to the MEF [Marine 

Expeditionary Force] – not the fi rst time we’ve done it. Our brigade also had an 

out-of-sector mission in Najaf in April, so we had that perspective going in, when 

we moved the brigade-minus to Najaf. So, late September, early October, we got 

the mission. 2d Brigade Combat Team was in Samarra, and that was the division 

main effort, so they were not going to pull forces from there, which left us – and 

it was a good mission so we started planning. The planning process was initially 

just “the planners.” Two planners at division – Major Kevin Jacoby and Major Jim 

MacGregor – who were talking to me as the brigade S3, and then Lieutenant Colonel John Reynolds, who was the S3 for Task Force 2-2. All four of us – not that 

this has anything to do with anything – we were all SAMS [School of Advanced 

Military Studies] graduates. So we shared a lot. It was a very collaborative type 

planning.

MM: And as it turns out, Colonel Craig Tucker, the regimental combat team 

commander, was also a SAMS guy.

KA: We went down to Fallujah in mid-October: Lieutenant Colonel [Pete] 

Newell, the commander, John Reynolds, myself, Colonel (now Brigadier General) Dana Pittard, and we met Colonel Tucker. Very good meeting. Had a good 

chance to talk and explain capabilities, and as Colonel Pittard and Colonel Tucker 

were talking, they realized they knew each other from somewhere. And it turns 

out that Colonel Tucker went to CGSC [Command and General Staff College] and 

SAMS the year after Colonel Pittard did. Over a very large map, Colonel Tucker 

and the rest of us talked about what the scheme of maneuver would look like; 

we exchanged viewpoints and things like that. Mainly what we did inside the 1st 

Infantry Division was to try to fi gure out what the force package would look like 
70

that we would send from our sector to the MEF. And we spent a lot of time on that, 

a lot of iterations of that, and it changed a lot over the four to six weeks that we 

were building. As it turns out, we think we gave the task force that went down there 

everything they wanted, but it went through many variations. Each time we briefed 

somebody it was, “Nope, not enough. Too much. Not enough.” We also understood 

very early on that we could not unplug Task Force 2-2 completely. So it would be 

the brigade sourcing the battalion from companies throughout the brigade combat 

team, and we also knew that we would have to look for backfi lls for 2-2. One of the 

main reasons Task Force 2-2 was picked was because their Iraqi Army battalion 

was the best Iraqi Army battalion that we had associated with us. So they were able 

to step up and fi ll that void when you unplugged half of a battalion. They were able 

to do that. We also knew that this would most likely happen around Ramadan – and 

it did – so we knew we could not strip out our brigade to help the MEF. As much as 

we wanted to, we still had responsibilities to our sector. So as we went through the 

force packaging, Task Force 2-2 was the battalion headquarters, with one of their 

infantry companies. We took a tank company from Task Force 2-63 – a guy named 

Captain [Paul] Fowler. We gave the brigade reconnaissance troop, F-4 CAV, which 

was the brigade reserve. Again, it didn’t own any land, but it was committed quite 

often to reinforce battalions. We gave them an FSB [Forward Support Battalion] 

enabler package – a FLE [Forward Logistics Element] – and we also gave them 

artillery: two M-109A6s from Task Force 1-6 FA [Field Artillery].

MM: Those are two Paladins?

KA: Right. Now, they were not the two Paladins that were normally with Task 

Force 2-2’s base camp. We didn’t want to take their guns from them, so we took 

those out of hide from 1-6, which was rolled as motorized infantry. So everybody 

took a little bite to build this package that we sent south; and what that did was 

spread the loss of combat power among lots of people, so we were able to continue 

operations. And as it turned out, we had a couple big fi ghts in November while 2-2 

was gone south. The brigade had two really big fi ghts. On the 9th of November and 

the 14th, 15th of November – so we were able to get through that.

MM: Going back to the BRT – at some point, looking at the task organization, 

that also had an armor platoon attached to it?

KA: No. We gave them the companies and Task Force 2-2 task organized. 

Again, as we went through the iterations, we worked our way down to what the 

fi nal look was – and it probably worked out the best. We originally had wanted 

to let Task Force 2-2 take two Bradley companies down there and then give F-4 

CAV to the remainder of Task Force 2-2 that stayed, but that just wasn’t going to 

work. We wargamed it, and every day we worked it until we came up with what we 

thought was the optimal solution: have the right mix of combat power but still not 
71 

strip out what we had here. Lieutenant Colonel Newell had very strong thoughts 

of what he needed to execute and Colonel Pittard did an exceptional job supporting him – and one of the things we thought early on was that we needed Paladins. 

Now, when we went back to division staff, that honestly didn’t sell very well, and 

neither did the thought of taking MCLCs [Mine Clearing Land Charges] because 

of the understanding of the current operating environment. “What are you going 

to use MCLCs for?” “Well, we’re going to use MCLCs to breach.” We got some 

pushback from the division staff saying, “We don’t do that. That’s a violation of 

the ROE [Rules of Engagement].” Well, as we started laying out maps and showing the intelligence picture – that the bad guys had spent the last several months 

strong-pointing Fallujah – it became obvious to a lot of folks, and then the division 

commandeer fi nally made the decision for us to take the MCLCs, as well as D7s 

[bulldozers] and the guns.

MM: As you were planning this out, was your decision to bring the two Paladins along and the MCLCs based on having talked to the Marines?

KA: Not at all. That was the way we had fought as a brigade. It was a combined arms mentality that Colonel Pittard had brought to the brigade. We all had 

shot artillery in Diyala Province, and we knew that when it was time to fi ght the 

enemy, if he stood and fought, we needed to use our combat multipliers: use CAS 

[Close Air Support]; use fi eld artillery, use mortars, use your information operations – basically, use everything in the toolbox to kill the enemy. So Colonel Pittard 

felt pretty strongly that we were going to set this battalion up for success, and one 

of the ways was to give him two artillery pieces. We had enough to do it and it 

made sense to do it. That was quickly agreed to at the brigade level. It took a little 

more work on the division level but, in the end, everything Lieutenant Colonel 

Newell asked for, he got – to include a light infantry company that backfi lled his 

forces on FOB [Forward Operating Base] Normandy.

MM: That was the Oregon National Guard, wasn’t it?

KA: I don’t think it was. I think it was a company from 1-14 Infantry out of the 

25th [Infantry Division]. I want to say it was Bravo, 1-14, but I’m not sure.

MM: Somewhere fl oating around I saw a single platoon from Bravo Company, 

Oregon National Guard – 

KA: Those guys came in after Task Force 2-2 had redeployed from Fallujah 

around Thanksgiving. In December, we were given another out-of-sector mission 

to Mosul, and that’s what we did. We then had an overlap of when forces were 

going to RIP [Relief in Place] in with 2d Brigade, 25th – of the guys coming from 

whatever National Guard unit that was. 2d Brigade, 25th, it was decided to freeze 

them for 35 or 45 days so they could get through the election. So now we had these 
72

extra couple of battalions from the National Guard, and they were given to us to 

help us pull FOB security in January while the rest of the forces were out there 

doing kinetic operations and setting stuff up for success. That was after Phantom 

Fury was executed. But back to how we got the force package: a very strong piece 

of staff work at the division and battalion level, with the brigade staff being the 

middleman. We also gave them combat camera teams, MPAD [Mobile Public Affairs Detachment], the brigade PAO [Public Affairs Offi cer] went down with them. 

So we allocated resources for them to accomplish the mission and it worked out 

pretty good. That was the planning piece.

MM: When you met with Marines, was there any talk about Marine communications and their radios, Blue Force Tracker type things? Was there any consideration given to the fact that maybe the two wouldn’t be able to talk to each other?

KA: When we went down to visit them the fi rst time, we brought the brigade 

S4 [logistics offi cer] and some other folks to marry up with their counterparts. The 

fi rst thing we worked through was the logistical plug-in piece, and there are a lot 

of similarities between the systems – more similarities than differences. There are 

some munitions and Class IX repair parts that the Marines don’t have in their system. The 201st FSB SPO [Forward Support Battalion, Security and Plans Offi cer] 

came down with us and they worked out a fairly detailed system that allowed Task 

Force 2-2 to get what they could from the Marines. But things that were not likeitems – parts for our Bradleys, for example. They had M1s in the Marine Corps, 

but they didn’t have Bradleys, so a lot of that stuff was a push system. We packaged some sustainment packages that went down with them, but what the brigade 

did for Task Force 2-2 during the fi ght was to sustain them from about 170 kilometers. That went exceptionally well, through the efforts of the 201st FSB. Just an 

amazing organization that used a combination of convoys. Probably about every 

second or third day, a ground convoy would drive 170 kilometers and push right 

up to the back of the fi eld trains. 

MM: I’ve interviewed Major [Erik] Krivda and he mentioned something about 

using Chinooks to fl y –

KA: The other thing the 201st did was aerial resupply, and the nights and the 

days we didn’t push ground packages, we used CH-47s. We successfully did that 

about fi ve times and probably had about three missions canceled because of priority switches. But we used CH-47s to push pallets of 155 [millimeter] rounds, big 

heavy things, small arms ammunition, mail, people. We were still doing the R&R 

[Rest and Relaxation] thing, so key people were coming in. We put them all on a 

bird and they’d go join the unit. So there was an incredible effort by the logisticians 

to ensure that Task Force 2-2 had what it needed. And then as the fi ght developed, 

it was like, “Holy shit, we need a lot of ammunition!” – 900 rounds of 155,900 
73 

rounds of mortars. We quickly depleted our supply, so we started going to the 2d 

Brigade Combat Team and we’d say, “We need some of your 155 rounds.” We 

dipped into the division reserve and everybody emptied out their wares, because 

they understood what was going on down here. We took the division down to 

about 60 percent ammunition, going into Ramadan and going into a couple of big 

fi ghts. But everyone understood that the main effort right now was Task Force 2-2. 

And Lieutenant Colonel Newell said something great when he got back: He said 

he never wanted for anything. So I think we did a pretty good job there. I can’t 

remember the details of plugging in with their situational awareness technology. I 

know they had Blue Force Tracker, their SINCGARS [Single Channel Ground to 

Air Radio System] worked, but I can’t remember the details. We had DSN [Defense Switched Network] conductivity to them. Major Krivda would be able to tell 

you better because he was the assistant battle captain.

MM: He just told us that he had to stay connected to this DSN line. 

KA: Blue Force Tracker sent text messages and the DSN line was how we 

communicated with them. There were some other new things we did to help 2-2. 

About the third or fourth day of the attack, John Reynolds comes up and says, 

“We’re in a pause right now but getting ready to attack south into this area right 

here. We’re not the main effort, so we’re not getting the UAV [Unmanned Aerial 

Vehicle] feeds that we need.” The Marines had a marvelous collection of UAVs 

that we couldn’t tap into. So they had their “Shadow UAV remote viewing station” 

– or whatever it’s called – which is a TV screen [inaudible] and we fl ew that down 

to them on a LOG bird. And then from Ba’qubah – 170 kilometers straight line 

distance – we fl ew our Shadow UAV to support their attack into Fallujah, so we 

were fl ying from Ba’qubah and they had their UAV video stream and were seeing 

it. We were exchanging information from the 3d Brigade TOC [Tactical Operations Center] in Ba’qubah, at FOB Warhorse. It was amazing. We were sitting in 

our TOC watching their attack. Unfortunately, we proceeded to have one of our 

key bridges damaged that day, so we had to turn that bird around and bring it back. 

But it worked and it took a lot of coordination at division level, through MEF and 

the airspace management.

MM: So that’s actually on fi lm somewhere then?

KA: Oh yeah, down in a warehouse somewhere. It looked like the moon landscape with all the damage. But we probably fl ew for them for about two hours, and 

then we realized that something was happening in our own backyard. 

MM: On that particular aspect of it, I talked to the acting S2 [intelligence offi cer] at the time, Captain Natalie Friel, and she said that it seemed as though the 

insurgents may have left the city before the attack started. They may have started 
74

launching attacks elsewhere, she thought, when Operation Phantom Fury started. 

Did you get that same impression?

KA: We did, and you can pick your poison on what caused it. Was it the latter 

stages of Ramadan? This is out of my lane, but there was discussion on whether or 

not we should have delayed this attack out of respect for Ramadan. Well, they were 

still doing bad-guy stuff; they voted to be bad guys still, so we initiated the attack. 

But the fi rst two weeks of November, there was a spike in violence in our sector, in 

western Diyala. A lot of violence. Not terribly organized, but you could see more 

ad hoc contacts: more IEDs [Improvised Explosive Devices], more sporadic fi re, 

more mortars and artillery rounds. On the 9th of November, there was a concerted, 

deliberate, well-organized operation inside Ba’qubah in which the insurgents attacked and destroyed several police stations. We wound up really killing a lot of 

them. Of course, it was a reaction, but we dropped artillery, 500-pound bombs, 

killing guys in the city. That was one of the few times they decided to stand and 

fi ght. They would occupy a building. Okay, we’ll attack and destroy it.

MM: Do you think that may have been a plan?

KA: That would be speculation on my part. The second attack happened about 

fi ve days later, about 14 or 15 November, and that was even bigger. That was when 

they caught us with our drawers down. They severely damaged the key bridge 

in our sector, the Diyala River Bridge. They did a couple signifi cant attacks; and 

whereas, on the 9th, the Iraqi Army and Iraqi police did a very good job of fi ghting, on the 15th they did not. There were a lot of reasons for that, some anecdotal. 

But the real, “Yeah, no shit, we should have realized it earlier,” was the Eid al Fitr 

religious holiday. It’s kind of like an Easter or a Christmas where lots of guys go 

on leave, so a lot of the leadership of both the police and the army went home on 

leave. One of the things we had to deal with is that the individual leadership of the 

Iraqi Army has a lot to do with the cohesion and fi ghting ability of that unit – and 

a lot of those units broke rank. We had a battalion commander who, on the 13th, 

died of a heart attack. His battalion melted. Company commanders went on leave, 

the battalion commander had just died, and the unit that had fought so well on the 

9th got smoked on the 15th.

MM: Do you remember the designation of that outfi t?

KA: They were tied to the Task Force 82d, the 82d Engineers. Lieutenant 

Colonel Gerry O’Connor was the battalion commander; he’d probably remember. 

They started changing the designation after we left. It used to be the 205th Infantry, 

which was the one for 2-2, and the one for 204th was with 2-63 – so it would be 

the 206th Iraqi Army Battalion. That has since changed, and I don’t know what 

it’s been changed to. But they were the ones that had Ba’qubah and just north of 

Ba’qubah. While this was going on, we also had a fi ght, so we didn’t see all those 
75 

things coming together. We did have a good plan, but it would be speculating to 

say the enemy’s plans were tied together. There was violence across – if you go 

back and look at the reports, there was a considerable spike in violence in November ‘04.

MM: Did Pete Newell make a decision to take Alpha Company? Was that his 

decision alone, with Captain [Sean] Sims’ company, or was the brigade saying –?

KA: No. When we did the force packaging, we sent a mech company and Lieutenant Colonel Newell picked Alpha Company, which was the right choice. They 

were a very good company, a very experienced company. When we went down to 

Najaf, we had taken both Alpha and Charlie. Sean was the more experienced commander. Lieutenant Colonel Newell picked it for lots of commander-type reasons. 

It was a good company. Charlie was a good company, also, but Adam Reese had 

just taken over probably four months prior, so Sean was the more experienced 

company commander and that’s why he picked him; that’s my guess.

MM: Did Colonel Pittard and Pete Newell get along okay? I got the impression 

there might have been some friction there. I interviewed Pittard a couple weeks 

back and he said, “There was a lot of friction between us,” but he kind of left it at 

that.

KA: Yes, but it was the good kind of friction. Brigadier General Pittard is a 

great commander and we were blessed with lots of really good battalion commanders, so there was always that commander-to-commander discussion on how 

we were going to conduct operations. I was with 2-2 for two years. 2-2 Infantry 

pushed the edge of what was allowed as far as working things hard, whether it was 

kinetic ops, whether it was training the Iraqi Army. At the brigade, we decided we 

would steal 2-2’s program on training the Iraqi Army, and it worked great. I would 

never say they didn’t get along. It was just a healthy commander tension of trying 

to do what’s exactly right for your unit. Now, what’s right for the brigade isn’t necessarily right for 2-2 – and Colonel Pittard always did what was right for the brigade. He understood the impact on the battalions, but what is right for the brigade? 

That led to a lot of the force packaging decisions and how we structured it.

MM: How did Captain Friel end up as the S2? Can a female S2 be in an infantry outfi t now?

KA: When we were in Kosovo, she was the HHC XO [Headquarters and Headquarters Company Executive Offi cer] for most of Kosovo. And when we got back, 

she went back to the S2 shop and then she got promoted. Well, we looked around 

and tried to fi gure out where to put a captain XO. Her husband, Jamey Friel, was 

my battalion S4 when I was the XO. 
76

MM: And during this operation, he was the BMO [Battalion Maintenance Offi cer]. 

KA: Right. The thing about Nattie was that she was wonderful. She was smart. 

She was hard. She was physically fi t. She could stand up and brief, and I would 

take her as my S2 in a heartbeat. She was a female, so what? That’s what she 

brought into the TOC. People didn’t care because she was really, really good – although the fact that her husband was a Golden Gloves boxer probably didn’t hurt at 

all. Jamey was a physically fi t monster. He was a Golden Gloves boxer from West 

Point. He could clearly kill you in a heartbeat. But she was the battalion S2 and 

stood on her own legs. She was great.

MM: So that’s something that’s okay?

KA: It is an oddity. Females are not authorized to be assigned to infantry battalions. We all winked, and how many females were in Task Force 2-2 the entire time? We had 16. They were the medics and they were the mechanics – and 

they were assigned to 201st FSB, because that’s what the rule said. But they were 

crossed-attached to us – there were females in our organization – so we could 

conduct searches of females. Plus, there were some females in the maintenance 

support teams because that was their MOS [Military Occupational Specialty]. So 

we had about 16 females. Our battalion surgeon was a female, Major Lisa Dewitt. 

She was a stud and she saved Task Force 2-2 soldiers’ lives. No on cared that she 

was a female; she was a good cutter.

MM: That’s another question I have. Was that a decision made in the planning 

process to bring your aid station and her all the way up there?

KA: That was a very deliberate thought, and we backfi lled from the 201st FSB 

to FOB Normandy.

MM: Had the Marines offered the use of their stuff?

KA: We plugged into their brigade system, but we wanted to know what we 

could source inside this battalion, because we know they’re headed to a good fi ght. 

What could we source? So Lieutenant Colonel Newell took people who were good 

and who he had confi dence in. Could we have given them a doc out of the 201st 

FSB who had been living and working at FOB Workhorse for the last eight months? 

Sure, but that wasn’t the 2-2 doctor. Lisa was. So those were easy calls. I’m going to take the boys we have fought and trained with for the last eight months. So 

that was an easy decision. Now, what the brigade did was to put a doc on FOB 

Warhorse, so there was not a degradation of skills and assets there; it was just different people, and it worked well. We had help from DISCOM [Division Support 

Command]. The division sent us folks to backfi ll 2-2 at FOB Normandy. It worked 

out well. 
77 

MM: As you guys monitored this fi ght – I guess Task Force 2-2 had about 84 

wounded. A large majority of those returned to duty.

KA: That number sounds high. That sounds more like the entire year. I know 

there were four killed: Sergeant Major [Steve] Faulkenberg, Sean Sims, Lieutenant [Edward] Iwan and Sergeant [James] Matteson. There was one soldier killed 

at FOB Normandy, but I would say that number was more in line with what they 

lost over the year. 

MM: Lieutenant Colonel Newell sent me the after action report and he’s got 

some numbers in there. He’s also got the ammo expenditures, which are really 

good. Is there anything that you can tell us about this operation, as I write this thing 

up, that might help other offi cers in joint operations?

KA: There has to be a part of your book that you talk about the loss of Sergeant 

Major Faulkenberg, Iwan and Sean and the effect on the unit. I don’t know how 

they reacted, but I know that First Sergeant Peter Smith – who’s down at the Sergeants Major Academy now – he’d probably be a great guy to interview, because 

he was the commander for about 48 hours and did a marvelous job.

MM: Did you make that decision from the TOC to send the fi rst sergeant in to 

take over or was that made by Lieutenant Colonel Newell?

KA: No, I was an observer by that point. We, the brigade, made no decisions 

in here – none whatsoever. We observed and we fi lled requests and needs, but we 

did not make any kind of tactical decisions.

MM: This was all Newell’s fi ght?

KA: Him and Colonel Tucker. Colonel Pittard was on R&R when this thing 

happened, which is a side note. But we clearly understood that once we sent this 

force to go out with a new daddy, they had a new daddy. Now, when Sean died, I 

got a hold of Colonel Pittard, briefed him, and he was like, “Holy shit! We need 

to get a company commander there.” And he said Captain Doug Walter. He’s now 

an OC [Observer Controller] at JRTC [Joint Readiness Training Center]; he’s now 

a major working at Fort Polk. Doug was the Alpha, 2-2 commander in Kosovo. 

Doug got real sick and they didn’t know if he was going to be able to stay in the 

Army. So he did not deploy with us. Sean took over the day before we deployed in 

February. Doug got healthier through treatment and medication at Landstuhl and 

he joined the brigade in July or August. He worked for me as the Iraqi Army guy, 

and then we moved operations and him to FOB Normandy. He was doing the Iraqi 

Army training there. When Sean was killed, Colonel Pittard asked my thoughts 

– but I don’t remember who the fi nal decision-maker was. I don’t remember Lieutenant Colonel Newell’s position. I know Colonel Pittard said, “Let’s get Doug 

Walter in there.” The brigade commander positions company commanders. There 
78

was probably about a millisecond of, “That’s the right guy” – and it was. That was 

his former company and it was helpful to the company to have a guy they knew.

MM: And 24 hours before that, you had lost Lieutenant Iwan, the company 

XO.

KA: So the penetration into the box with losing Sergeant Major Faulkenberg. 

The next afternoon we lost Iwan. The next day, which was a Saturday, we lost Sean 

– so there was some trauma in the unit that they handled exceptionally well.

MM: Can you tell me, as far as you know, what happened to Sergeant Major 

Faulkenberg? 

KA: From what I understand – and this is secondhand information – they did 

the initial breach into the city. The two companies did a penetration, began their 

movement, and there was an Iraqi Army unit that was following them. F-4 CAV 

was in the fl ank. The two companies were inside the city fi ghting and the plan was 

that the Iraqi Army was going to follow and secure behind them. Our guys were 

going to do the killing but, because of the craziness of the area and missing people, 

the Iraqi Army was securing the area behind them. Well, they were having problems fi nding the breach point and things like that, so Sergeant Major Faulkenberg 

had gone back to the breach point as was acting as a guide, getting the folks in 

there. He was dismounted outside his up-armored Humvee and he was killed with 

an AK-47 round to the head.

MM: When the Iraqi battalion was coming through, did the sergeant major 

have any contact with the U.S. Army advisors for these guys?

KA: I don’t know. He was dismounted, so my guess is that he wasn’t in radio 

communication. It did not sound like he was on the outside of the breach, other 

side of the railroad tracks, but he was actually in here as he was pulling them up to 

get them into position. 

MM: They had no radios or night vision?

KA: No. The advisors each had manpacks. One of the advisors was in Kosovo 

with us and he changed command and went off to Hohenfels to be an OC. When 

I ran into him later, he was part of the early teams and he was humping a radio. 

I don’t know if he was with 2-2 or who he was with. I don’t remember his name 

now. Those guys would have an interesting perspective on this.

MM: Yeah, that’s one of my priorities. I’ve talked to individuals who were 

advisors to other battalions in this fi ght, but I can’t fi nd anybody who was with 

this outfi t.
79 

KA: Here’s a guy to look up: Colonel Dave Sage. He was the former Task 

Force 2-2 commander in Kosovo in my fi rst year as the S3. He was “Timberwolf 

07” at Hohenfels when we were in Iraq and he sent guys to be part of that brigade. 

One of the guys he sent was an air defense battery OC who wound up being on a 

MiTT [Military Training Team]. He was our guy in Kosovo and he would remember the guy’s name. He would also be able to tell you the names of other guys who 

were part of the Fallujah fi ght, so you can start calling them and maybe get the guy 

who was with Task Force 2-2. Colonel Sage is getting ready to become the garrison commander at Fort Polk. He’s down at Fort Hood right now.

MM: How was your working relationship with the Marines? Were there any 

problems?

KA: They treated us exceptionally well. Once Colonel Pittard and Lieutenant 

Colonel Newell and the rest of us fl ew down there and linked up, once we did the 

face to face, we, the brigade, backed out of interaction with 7th Regiment. I never 

talked to them again. John Reynolds was talking to them a couple times a day. The 

last thing they needed was a gomer like me fi ltering tactical information during 

the planning process. From what John told me, they had a very good relationship. 

What was unique and something to consider – Task Force 2-2 had one Bradley 

company of 80 infantrymen or whatever it was on the ground. The Marine battalion next to them had 1,200 infantrymen. We had tanks and Bradleys; they didn’t 

have nearly as much. So we had more stuff, more combat power, more protection 

and we moved faster – and that became an issue as they were attacking and clearing. So was 2-2, but it started to go like this. And then 2-2 started getting assigned 

more and more battlespace until they got way down here and were doing some 

signifi cant fi ghting well outside of what was supposed to be their box. 

MM: Is there any truth, that you’re aware of, that Task Force 2-2 did become 

the main attack?

KA: I would say they did, but I don’t know if it was offi cially deemed that. 

Because at one point, the graphics looked like this on who owned what space. And 

then here was 2-2 owning a lot. They chopped boundaries from a Marine battalion 

to Task Force 2-2. Were they ever identifi ed as, “You’re now my main effort?” I 

don’t know. 

MM: I think John Reynolds arrived at Fort Riley today, if I’m not mistaken, 

and I’m supposed to be setting up an interview with him.

KA: Jim MacGregor, the division planner, is also at Riley right now. He’s the 

now 1-33 FA; the scarlet letter “S” on your forehead for SAMS kind of pulls you 

back in. So he’s down there doing some planning for 1st ID as a tasking. 
80

MM: John said he had a box of stuff he was going to send my way if I could 

link up with him.

KA: All these guys are in the G5 shop at Fort Riley. Jim MacGregor, John 

Reynolds, Jeff Jager, Sergeant Major Rodney Lewis.

MM: Yeah, I may be making a special trip out there to Fort Riley to talk to 

these people. It’s my understanding that Reynolds is going back to Iraq.

KA: John was a battalion S3 or XO when 3d Brigade inactivated or drew 

down, and then he got moved back to being the chief of plans for 1st ID. He’s staying focused on moving 1st ID back to CONUS [Continental United States]. Now 

2d Brigade, 1st ID looks like they’re going back to Iraq. They’re at Hohenfels right 

now doing their MRE [Mission Readiness Exercise]. That decision has not been 

made yet offi cially, but they’re preparing as if it has.

MM: I was also told by some people I interviewed that the Marine battalion to 

the right of Task Force 2-2 attempted to do a stealth breach of some kind, it didn’t 

work, and they had to actually come around and use 2-2’s breach?

KA: I was told their breach failed and they entered into their sector using 2-2’s 

breach. I was told that probably by the same person who told you. 

MM: I was wondering if that caused some confusion or mix up as they brought 

in the Iraqis.

KA: I don’t know. I heard it was hours afterwards. 

MM: Anything else important that we need to know? I’ll keep your email in 

case I have any other questions.

KA: I know Sergeant Major [Cory] McCarty – the CAC [Combined Arms 

Center] sergeant major – he fl ew down there with Major General [John] Batiste 

on about Day 10, probably the 18th of November. They fl ew down and saw the 

guys. I don’t know what impressions they formed, but I know that after the casualties they had, Major General Batiste was concerned about the effect on the unit. 

Redeployment was pretty straightforward. Another angle, and another person you 

might want to talk to is Jane Arraf from CNN. We had an incredible relationship 

with Jane. She’s currently taking a one-year sabbatical and sitting on the Council 

on Foreign Relations in New York. She and her team spent about eight weeks with 

us in the brigade in August. Then she went elsewhere, then came back, and she 

deployed with 2-2 – in the column with them, in the road march – and she was 

with them the entire way and broadcast from Fallujah. She’s a great American, and 

she would have a very unique perspective on this fi ght. I don’t know if it’s good, 

bad or indifferent, but she was clearly the one media person that had the closest 

relationship with 3d Brigade, 1st ID.
81 

MM: So was she broadcasting every day live? She was right there with the 

company?

KA: She was in the back of Newell’s Bradley for a lot of it. She was there during the rehearsals, during the briefi ngs. She was up there. She had a good perspective – and she’s just a wonderful person. She actually came to visit the brigade for 

our welcome home ceremony, so we had really built a great healthy relationship 

with some of the media folks.

MM: That’s super. General Pittard had mentioned something like he felt the 

Marines pawned off some media types on him, which he was more than willing to 

accept.

KA: He was a magician when it came to things like dealing with politicians, 

imams, sheiks – getting the media to do things to help the fi ght. Now, he wasn’t maneuvering companies daily on the battlefi eld, but he could do the IO [Information 

Operations] piece incredibly well. And we, the brigade, actually sought out media. 

He would ask them, “What are your objectives? Okay, here are my objectives that 

I’m going to get out of you.” He’d give them a brief, place everything in context, 

and then get them to a unit that would accomplish the objectives that the media 

person wanted. So they were happy. “We’re getting treated really well. We’ve got 

full, unfettered access to everybody.” And that trickled down to the battalions. Not 

every battalion was as opened-armed as 2-2 was. 2-2 was exceptional at how they 

treated the media. Lieutenant Colonel Newell understood the power of Jane Arraf 

on 30 January reporting from Ba’qubah on the Iraqi elections saying, “Phenomenal 

success.” So she helped us. Jane could probably give you a good idea.

MM: Time magazine did a good article on 2-2. 

KA: They did. I forget who the writer was. Made the cover. It was a good 

article. Let’s see, who else would be interesting? Have you interviewed Kirk Mayfi eld?

MM: He’s on my list. He was the BRT commander.

KA: He is in Vilseck, Germany. He was one of the guys that stayed in command during the draw down [inaudible], but again, using your organization to the 

best capabilities, what F-4 CAV did along the fl anks. Captain James Cobb – the 

artillery fi re support offi cer – he’s up in Alaska.

MM: One of the lieutenants, the platoon leader who was attached to the brigade reconnaissance troop, wrote some big thing that I found on the Internet – “Armor-geddon” or something – I can’t remember his name, but he apparently is back 

in Iraq now. He wrote a major piece on a blog, and at the very end it says that the 
82

Army had to pull the plug on it. I don’t know if you’ve seen this or not. I’ll dig 

through my fi les and fi nd his name.

KA: They had Bradley platoon attached to them the whole year, so it might 

have been his habitually attached Bradley platoon. Kirk deployed with his Bradley 

platoon, two scout CAV platoons and this infantry platoon, and then they had given 

him two tanks and took two Bradleys away, so he’d have tanks out here also. But 

Kirk was a great company commander. That’s about it.

MM: Okay, thanks very much for your time.
83 

Lieutenant Colonel William K. Mooney Jr.

19 April 2006

MM: My name is Matt Matthews [MM] and I’m an historian with the Combat 

Studies Institute. Today is April 19, 2006, and I’m interviewing Lieutenant Colonel William K. Mooney, Jr. [WM], the commander of 2d Battalion, 227th Aviation 

Regiment (2-227) during Operation Phantom Fury. Is that correct?

WM: Yes. We were technically a general support aviation battalion and I commanded the Blackhawks that supported the 1st Cavalry Division and Task Force 

Baghdad.

MM: Could you talk me through when you fi rst found out there was going 

to be a mission involving your unit and perhaps an attack on Fallujah? How did 

things unfold before the operation began?

WM: I don’t recall the exact date that we were notifi ed and received the operations order for Fallujah, but I know it was sometime in October when movement 

started to set the conditions. We actually began to support the movement of 2d 

Brigade, 1st Cavalry Division – augmented by Task Force 2-7, commanded by 

Lieutenant Colonel James Rainey – in late October; and by the 31st of October our 

battalion had been formally tasked to conduct a daily aerial logistics run in support 

of that operation. We were to support Task Force 1-227 – the attack battalion in 1st 

CAV that was supporting in that sector – and also any divisional requirements to 

move people, equipment, parts, mail or ammunition. So we began doing that on the 

31st. In addition to that, you need to understand the context. Our battalion, at that 

time, was made up of 16 UH-60 Blackhawks supporting seven ground maneuver 

brigades, and we also had the mission to support the interim Iraqi government, so 

there was a daily prioritization drill – but that mission received priority enough 

that two aircraft at a minimum every day were dedicated to that task. In addition 

to that, once combat operations actually began around the 7th of November, we 

began a daily standby downed aircrew recovery team. We were required to have 

an aircraft team on standby with a 30-minutes notice to launch to recover any 

downed aircrew and/or move an infantry rapid reaction force that my battalion also 

had control of. They were an infantry dismounted platoon from 1st Cavalry Division and they fell under my administrative control until they were implemented. 

My mission would then be to insert that force and they would fall underneath the 

operational control of whatever sector they were put in. Every night, we were still 

doing our logistics resupply to several locations around Fallujah in support of the 

Black Jack Brigade and Task Force 2-7. We would go to Taqaddam Airfi eld and 

to what we called LZ Fallujah on the eastern side of the city, and then any other 

movements as required. Something that was particularly noteworthy was that we 
84

also moved the acting Iraqi prime minister, Iyad Allawi, to Fallujah before the line 

of departure was crossed. A lot of active coordination and communication there. I 

don’t know the particulars about what went on in that meeting; all I know is that 

we were tasked to do that. 

MM: Do you know who he was meeting with at that time?

WM: I would assume it was the senior task force commander, the Marine general that was in charge, but I don’t know that for a fact. All I do know is that we 

fl ew him in and we fl ew him back out; and shortly thereafter, the combat ensued 

full-scale with the invasion of Fallujah itself. Once the heaviest fi ghting began, 

around 9 November, it primarily became an attack aviation operation. We were 

still providing daily logistics and downed aircrew recovery standby, but the focus 

and the stuff you need to hear about would be from Lieutenant Colonel Ron Lewis 

who commanded 1-227. His guys did some spectacular things over the course 

of the 8th through the 10th of November. Somewhere around the evening of the 

11th, Task Force 2-7 went black on ammo, and they were particularly short on 

120 millimeter mortars; and the Marines, who they were fi ghting under, could not 

provide that for them. We received a mission to do an emergency air resupply of 

120 millimeter ammo. The weather that night had fallen pretty badly; there was 

dense fog and the conditions were pretty awful. Night vision goggle fl ying in between Baghdad and Fallujah was made particularly more hazardous by the lack of 

visual cues. Once you get outside of Baghdad, it becomes a little more desert-like 

and fl at, contourless terrain, and it was extremely dark at night and very diffi cult 

to fl y with goggles. Our normal procedures for a resupply, even in a combat zone, 

would be to fl y if we had a ceiling above 700 feet and visibility of more than two 

miles. That was to allow us to gain suffi cient altitude to clear any obstacles and 

any attack aircraft working at a lower altitude. I think on the night we did the emergency resupply, the weather conditions had been reported as low as 200 feet cloud 

height and about a half a mile visibility – so given those conditions, we normally 

would not have gone. There was some dialogue directly between Lieutenant Colonel Rainey and myself, and he relayed how important it was that he got that ammo. 

We discussed within my headquarters how we could mitigate that risk and do that 

mission. I then discussed that with Colonel James McConville, the brigade commander, and we made the decision that we would attempt to do the mission and we 

would stack the deck, if you will. I hand-selected the best crews I had available in 

terms of fl ight hour experience. The team lead was Chief Warrant Offi cer Patrick 

McGurk, a CW3, and he just did a tremendous job in putting together that mission 

for the unit.

MM: How many Blackhawks went on this mission?
85 

WM: Just two. I can’t recall the total number of mortar rounds. Once they’re 

packaged up they’re fairly heavy. I want to say it was several hundred rounds that 

we were able to get into the back of these two aircraft. Initially, we wanted to fl y 

them right to the battalion trains of 2-7, which would be fairly close to the line of 

contact, and we had anticipated that. I had coordinated with Ron Lewis to get a 

gunship escort and bring them all the way to the point at which they were needed, 

and Lieutenant Colonel Lewis made the ultimate decision because he was actually 

in an aircraft in the sector at that time. He said that both the enemy situation and the 

weather would preclude his ability to safely get those aircraft all the way up to the 

front edge of the battle area. So it was decided that we would fl y the ammunition 

to the logistics airstrip we’d been using at what we called Fallujah East. We fl ew 

the ammunition there and I believe it was trucked from that landing zone to 2-7. I 

don’t know how long that drive was. Anyway, we still made the mission happen, 

but we would have liked to have fl own it all the way to the point of impact. And we 

weren’t able to do that mostly because of the enemy situation. Lieutenant Colonel 

Lewis reported his aircraft had been taking pretty heavy fi re in supporting 2-7, 

so the combination of the threat and the weather made us change our plans. P.J. 

McGurk and his fl ight of two Blackhawks loaded up the ammo, took off into that 

weather, made it through, delivered the ammo and safely got the aircraft home.

MM: Is there anything else that stands out during this time period? Were there 

any other signifi cant missions that your men went on?

WM: Just the movement of the interim Iraqi government and the prime minister. We continued to do nightly resupply, but it was fairly routine. We would 

receive not well aimed fi re routinely, but we were fortunate that, at no time, did 

we have an aircraft hit during that battle. The hardest part wasn’t necessarily the 

enemy, it was the environment. Battling the low visibility and the weather conditions at that time made things diffi cult. No other missions fl ew that night from my 

unit except for that emergency resupply.

MM: Is there anything else about this operation that you would like to get out 

there to other members of the Army, maybe a lesson learned type thing?

WM: We had been operating throughout the entire Iraqi battlespace. Supporting the interim Iraqi government had forced us to very routinely fl y into non-U.S. 

sectors and non-Army sectors, like the Marine Corps battlespace. The fi rst time we 

did that, it was somewhat challenging for us. Their radio procedures are different, 

their radio frequencies are different, their terminology is different – their requirements and expectations. So we had to battle through that. By the time this battle 

of Fallujah had come up in November of ’04, we had been in Iraq for nine months 

and were extremely profi cient and skilled in the local area. I really recall that that 

was the best example I had personally seen of true joint service communication 
86

and cooperation and joint warfi ghting. It was extremely impressive how the Army 

and the Marine Corps worked together, both in the air and on the ground.

MM: I agree wholeheartedly. My research so far tells me that this is one of the 

best joint operations I’ve ever come across. 

WM: We somewhat built on the success of this, and you may want to take a 

look at this as a follow-on. We later did some joint air assaults with Marines down 

in the North Babil Province that I think were built upon the trust and the relationships forged during the Fallujah battle. That’s what stands out in my mind, that this 

was a well orchestrated, well run, well coordinated example of joint warfi ghting.

MM: Sir, I greatly appreciate this and I may have a few more questions later 

on.

WM: I would like to provide you with the names of all the crews who were 

involved in that mission.

MM: That would be greatly appreciated. Thank you for you time.
87 

Lieutenant Colonel Peter A. Newell

23 March 2006

MM: My name is Matt Matthews [MM] and I’m conducting an unclassifi ed 

interview with Lieutenant Colonel Peter A. Newell [PN] who was the commander 

of Task Force 2-2 during Operation Phantom Fury. Sir, if you could just give me 

some background on where you went to school, where you grew up, your assignments prior to this operation.

PN: I’m a military brat from day one of my life. I graduated from high school 

in Junction City, Kansas, while my dad was a brigade commander at Fort Riley in 

the 1st Infantry Division. I went to Kansas State University and started my career 

as a private in the 635th Armor Battalion in Manhattan, Kansas, as part of the 

Kansas National Guard. After I was commissioned in 1986, I ended up in the 82d 

Airborne Division with 4th Battalion, 325th Airborne Infantry Regiment. Did the 

Advanced Course at Fort Knox, did a tour as a company commander in Germany, 

and spent a couple years after that in the 3d Ranger Battalion. After CGSC [Command and General Staff College], I was the S3 [operations offi cer] of 1st Battalion, 

12th Infantry at Fort Carson and then the brigade S3 for 3d Brigade, 4th ID. I then 

spent three years in the National Military Command Center as part of the Offi ce of 

the Chairman of the Joint Chiefs of Staff and then assumed command of 2d Battalion, 2d Infantry while they were forward deployed in Kosovo. Six months after 

returning from Kosovo, I deployed the battalion to Iraq.

MM: Could you talk me through your arrival in Iraq and what your battalion 

was doing up until the time you were notifi ed that they might use your battalion 

for Phantom Fury?

PN: We deployed in February 2004 to Kuwait. We spent three weeks there 

generating combat power and then conducted a road march up into our area of 

operations. We were based in what was called FOB [Forward Operating Base] 

Normandy, which was an old Iraqi corps headquarters, about 75 miles northeast 

of Baghdad. An area called Muqdadiyah, Iraq. It was kind of melting pot. It was 

not quite on the Green Line, but the population was probably 50 percent Sunni, 40 

percent Shi’a and another 10 percent Kurdish. This was the one place in Iraq where 

if you went northeast people were primarily Kurdish, if you went southwest they 

were Arab, if you went northwest they were Sunni, if you went southeast they were 

Shi’a. We covered an area that was about 1,500 square kilometers consisting essentially of 19 cities and a population of about 240,000 people. Mainly an agrarian 

economy. Agriculture was certainly the prime means of living. In most cases, the 

area looked more like Vietnam than any desert you’ve ever been to. A lot of triple 

canopy vegetation. Very diffi cult to move in. Essentially we were there to develop 
88

the Iraqi security force, the government, the infrastructure and eventually to hand 

off that area to the Iraqis.

MM: What was the fi rst indication that they were going to possibly use your 

battalion for this operation?

PN: We initially got a warning order in early October. It was one of those cases 

where you said, “Yeah, right.” Having been through that once before, though, we 

were launched into Najaf three weeks after we got into our sector, so we’d already 

done the, “Hey, we’ve got something for you to do. Move 400 kilometers and occupy a different AO [Area of Operations].” So in early October, we were given the 

initial warning order that said it may possibly happen, and we actually conducted 

a visual with the 7th Regimental Combat Team Headquarters out in the Al Anbar 

Province, sometime in that month.

MM: And that would have been Colonel Craig Tucker that you met with and 

his staff?

PN: Yes.

MM: Could you talk me through how you decided to set up your task organization for this particular mission, specifi cally why you picked Alpha Company, 

2-2? And it is my understanding that you were given Alpha Company, 2-63 and F 

Troop.

PN: Yeah. We had a lot of lengthy discussions about task organization. I would 

have been happy with any of my companies. The requirement that MNC-I [MultiNational Corps-Iraq] gave 1st ID was for two heavy company teams and a battalion headquarters. Colonel [Dana] Pittard tasked us to do that and the bottom line 

was I had one company team that was mech heavy and one that was one Bradley 

platoon and one motorized platoon. Then I had a mortar platoon that did stuff with 

them, so it was kind of a moot point. I had one company that was always built that 

way. Colonel Pittard fought hard for us to get some additional forces and, in fact, 

he allowed me to take one more tank platoon as part of Alpha, 2-2 and then offered 

up the brigade recon troop that also had one of my Bradley platoons attached to 

them. So that’s really how the task org came together.

MM: Now the tank platoon you added to Alpha, 2-2, did that come from Alpha, 2-63?

PN: No, that came from Bravo Company, 1-63. Bravo, 1-63 had been tasked 

org’d to me from all the way back in Kosovo. My Bravo Company, 2-2 Infantry, 

when we went Kosovo, it had been left behind as part of Task Force 1-63. So Bravo 

2-2, as we were deploying into country, was actually with 1-63 Armor in Kirkuk as 
89 

part of that initial assault of the heavy battalion. I had Bravo, 1-63 attached to me 

for the better part of three years.

MM: I was not aware of that. Could you talk me through the initial planning 

stages, through the major events that happened until November 7th or 8th?

PN: Sure. Throughout the month of October, we went back and forth with 

7th RCT. In the initial briefi ng we had with them, they wanted us to provide an 

outer cordon. After we had some time to talk to the regimental commander and the 

regimental S3 about what was an appropriate role, we assumed the northeastern 

corner, which was our recommendation. It put us on the outside and let us go a 

little harder and a little deeper. We went back and forth across over the course of 

the month, did a couple of other runs out to 7th RCT to kind of form up plans. At 

some point in here, I actually went home on R&R, nobody thinking that anything 

would happen during Ramadan. My division commander said to go because he 

didn’t think anything was going to happen. About two-thirds of the way through 

my R&R, I got a phone call that said, “Time to come back now.” 

MM: Had you gone back to the States or back to Germany?

PN: No, I was in Germany. I was actually in Garmisch when I got that phone 

call. I was able to get back to Vilseck and, over SIPRNET [Secret Internet Protocol Router Network], pull off the last version of the order that 7th RCT had sent 

us, as well as the course of action development sketches that John Reynolds had 

done. So in a space of about an hour sitting in the skip in the brigade headquarters 

in Germany, I was able to redraw the course of action, rewrite the COA [Course 

of Action] statement and send it back to him so that he could continue planning 

while I was attempting to get myself from Germany back into Iraq. The division 

pulled out every stop in the world to get me there, and I think it was less than 24 

hours from the time I walked out my front door to the time my PSD [Personal 

Security Detachment] dropped me at battalion headquarters in Iraq. It was literally 

walk off one plane, jump in a car, go out to another plane, get on it and get there. 

At some point, we sent a two-man LNO [Liaison Offi cer] team to Camp Fallujah 

and then fi nally, on the 2d of November, the S3 – John Reynolds – and a couple of 

the guys went to the 1st Marine Division at Camp Fallujah. We received FRAGOs 

[Fragmentary Orders] on the 7th, 11th, 20th and 28th of October. On the 28th, we 

actually published the op order and that was based on that last series of exchanges 

over SIPR between the S3 and myself.

MM: At this time, how involved was the brigade commander, Colonel Pittard, 

and the brigade S3? 

PN: I would say Colonel Pittard was very involved in getting us the task org 

we needed. I know there was that fi ne line between the division commander say-
90

ing, “I can afford two companies” and the brigade commander saying, “I want to 

send an entire battalion,” knowing we were looking at Fallujah and nobody knew 

what was going to happen. The brigade S3 – who was my former battalion XO 

when we did the deployment to Najaf in March – was very focused on ensuring 

that our movement from the FOB to Camp Fallujah went much better than our 

movement to Najaf did. 

MM: I have one quick question about RCT-7 initially wanting you guys to be 

the blocking force. Was that going to be similar to what the Black Jack Brigade 

ended up doing?

PN: It was, and I think it was initially built without the Black Jack Brigade 

involved. What they wanted from us was to cover the rat lines that came out of the 

southeastern part of the city.

MM: So once they found out that the Black Jack Brigade was going to be involved, was that the key turning point to have you guys go in with RCT-7 as part 

of the assault, or did you feel that you kind of convinced them?

PN: I think it was my argument that it was an inappropriate role for us. Again, 

it’s not a Marine thing but a light infantry thing. Guys talk about MOUT [Military 

Operations Urban Terrain] being the right place for light infantry, but very few 

understood the power of a mechanized heavy battalion in an urban environment. 

As we looked at the plan and talked about the things we could do, they were very 

concerned about their MSR [Main Supply Route], the one that went from west to 

east in Fallujah. I think it was Phase Line Fran. That was the only way they were 

going to be able to resupply the units once they were in the city, which was eventually what drove them to give us the eastern portion of the city with the role of 

getting to and opening Fran early on.

MM: On my map, I’m showing that’s Highway 10.

PN: That’s the one that goes from the cloverleaf to the west.

MM: Right.

PN: I think it was a combination of both. They realized that they didn’t know 

how long it would take them to get there and then getting it open fast enough to 

get some support.

MM: Can you talk me through how you went up and found where you wanted 

to do the initial breach for this operation? Could you also tell me about how you 

convinced them to bring a MCLC [Mine Clearing Line Charge] along for the operation?
91 

PN: I actually had to have the MCLC argument with Colonel Pittard fi rst. He 

initially said, “No, you can’t use a MCLC in an urban environment.” We went back 

and forth about it, then I showed him a piece of video that my S2 [intelligence 

offi cer] had given me of a weapons storage house up in northeastern Fallujah. It 

had been hit by a 500-pound bomb and, as it detonated, there were literally IEDs 

[Improvised Explosive Devices] surrounding the block that began to detonate in 

sympathetic detonations. We counted 12. So my discussion was, “If I’ve got to go 

into this place, I have to be able to go in without fi ghting IEDs to break the ring 

to get into the city. I can achieve the same thing with a MCLC that you can with a 

500-pound bomb, but it’s much faster and it’s under my control.” That kind of won 

over Colonel Pittard, and then we had a similar discussion with 7th RCT.

MM: Were they concerned that this may create some civilian casualties or 

something?

PN: No, that wasn’t it. If you look at the history of what the Marines had done 

in Fallujah, at all of the feints and those little pinprick fi ghts they had after the 

initial cordon on the eastern side of the city: the eastern side of Fallujah was essentially the al-Qaeda Maginot line. They had mined it, they had booby-trapped it, 

they had rockets that literally lined the roofs of the buildings, and that’s where they 

fully expected the attack from the Marines to come from. 

MM: It’s my understanding that you personally supervised and said, “We’re 

not going to do two breaches; we’re going to do one breach.”

PN: That was kind of a function of terrain. When we got up to Fallujah on 

about the 5th or 6th of November, we were going to do a leader’s recon the fi rst 

day we got up there. When we got out there, we were still at that point where we 

were trying to get the right radio fi lls. There was also a fi re fi ght between some 

Marines and some Iraqis up at the cloverleaf up on Highway 10, so the 7th RCT 

said, “Nope. We’re having problems across the brigade with the fi lls right now. We 

don’t want somebody stumbling into a fi ght so come on back.” The next night we 

did a full-up rehearsal – essentially drove up as a reconnaissance to the place we’d 

identifi ed as our breach point. At one time, we looked under the bridge where the 

railroad tracks were in the northeast corner, but that place was so thickly IED’d 

that we ended up passing it up. We took the leader tracks across the highway and 

down towards the northern side of Fallujah – at night – with the intent of actually 

identifying the place where we wanted to do the breach at. I had Alpha Company 

all the way up against the highway with Alpha, 2-63 on the other side of our area 

next to 3d Marine Battalion. I was in between the two of them. The terrain sucked. 

It was hard to move around in and hard to fi nd a place to penetrate, and then you 

had that railroad track embankment.

MM: Just how high was that embankment?
92

PN: It was a good four or fi ve feet. It was not enough to stop the tracks, but 

the combination of the height plus the metal rails were enough to stop the Iraqi 

fi ve-ton trucks that were carrying them through the city. So we were really digging 

around trying to fi gure out, “Okay, I can get the two heavy guys in there,” but my 

plan was predicated on going fast, breaking up any organized resistance, and then 

fi lling the void with the Iraqi Intervention Force battalion – so it was imperative 

that I keep them tied behind the two heavy companies. That night, I literally took 

my Bradley, along with the ops sergeant major in his Bradley, down to the closest 

point I could fi nd to where I wanted to cross. Eventually I got frustrated because 

I couldn’t see, so I got out and walked probably within 50 meters of that berm, 

and 75 meters from the town, looking for where I wanted to go. Probably not the 

smartest thing I’ve ever done, but I did have a tank sitting 300 meters behind me. I 

wasn’t worried a whole lot, but quite honestly the fi rst time I’d seen the place was 

in the dark – and knowing I had to come back and do it again, I was not willing to 

pick a point to breach without actually walking down the lane myself.

MM: Had you had much interaction by this point with your Iraqi battalion?

PN: Some. They arrived the day after we did, and there was only a span of 

about 72 hours between when we arrived and when the fi ght started.

MM: Did you link up at all with Major Fred Miller? I assume he was the lead 

Iraqi advisor for that effort?

PN: Yes, he was the LNO or their advisor. He showed up as soon as we got 

there and we talked a little bit about the plan for them. The next morning, he 

brought the commander and the S3 and a couple other guys up to the TOC [Tactical 

Operations Center]. We had planned a rehearsal for that day, so we brought them 

in separately into the plans area of the TOC and walked them through the plan. 

The next morning, John Reynolds actually walked them through a mini rehearsal 

by themselves before we started the full rehearsal. They actually went through a 

pre-order with us, the actual order, a pre-rehearsal and then a rehearsal with us. I 

found them to be fairly well trained and Fred Miller did a good job of getting them 

where they needed to go when they needed to be there.

MM: Could you walk me through the night of the breach and your fi ght all the 

way down to Phase Line Fran? 

PN: We actually started moving in the daylight about early afternoon. The plan 

was to set the brigade recon troop up in the northeast corner, on the high ground 

overlooking the city, so he could look down into the daylight into where the breach 

area was and the two blocks to the south. The bottom line is that I wanted him 

to shoot anything that moved in that area. I wanted to move the AIF [Anti-Iraqi 

Forces] that were defending the north side of the city out of that two block area, 
93 

so we had room to get the breach in and room to get Alpha, 2-2 deployed and then 

Alpha, 2-63 around behind him and back out to his fl ank. Kirk Mayfi eld sat up in 

that intersection with three snipers, a Bradley, a tank and a couple Humvees, and 

literally shot mortars, artillery and anything he could get his hands on any time 

something moved anywhere near that area.

MM: He was using visual and LRAS [Long Range Advanced Scout Surveillance System] for that?

PN: He had LRAS up there looking deep, and they’re not exactly static. They’re 

driving up and down looking at the crossroads behind the blocks, so as they shoot 

something, they’d push somebody south along the road. They were looking to see 

where the guy tried to move away from that area or moved back. Essentially they 

were ambushing guys. They were chasing movement, or they’d take fi re from a 

building and they’d hit it with direct fi re, sniper or mortar fi re. As the guy pulled 

out of the building and tried to drop deeper into the city, they would catch his 

movement from another block further south. They were very effective in cleaning 

the area out for several hours. I had one of those CTC [Combat Training Center] 

moments leaving Camp Fallujah where it starts raining in your face, my FSO [Fire 

Support Offi cer] calls up and says his Humvee was dead. The guy sent to get him 

had a fl at tire, and then the quartering party started taking rocket fi re so they had 

to move 1,000 meters. And this was all before we moved out of Camp Fallujah. 

It cleared up pretty quick. We crossed the LD [Line of Departure] and the recon 

troop reported his fi rst contact at 0940 in the morning, so he starts calling fi re. That 

goes on until at least 1700, and Sean Sims started his movement out of the assault 

position at about 1700. The fi rst of two Raven [unmanned aerial vehicle] crashes 

happens right after that.

MM: Where were those Ravens being launched from?

PN: They were being launched right up there just north of where we intended 

on breaching. What we found was that our Raven signals were confl icting with the 

Marine battalion next to us. So it would go up, cross signals with the other one, 

suddenly you’d be looking through the other guy’s Raven, and it would crash.

MM: Who was getting the visuals on this? Whose track was that going through? 

Was that going back to the heavy TAC [Tactical Command Post]?

PN: It’s going back to the TAC. The LD was at 1900, so from 0940 to 1900 

Phantom sat up there doing his thing. Sean Sims led the way through the breach 

and fi red a MCLC at 1915. I was literally only a quarter of a mile behind him and 

watched fi ve or six secondary explosions go off. He was through the breach in 

about 10 minutes, marked it, and the fi rst vehicle went through at 1940.

MM: What did you use to mark the breach?
94

PN: Chem lights and engineer tape.

MM: And then he basically headed straight south?

PN: Yeah, straight south. Then right behind him was Alpha, 2-63 – and actually Sean led the way through with a plow tank. We breached it with a MCLC and 

went through with the two plow tanks, knowing they could take the bulk of the fi re 

coming in. Fortunately, Phantom is still sitting on the high ground, and any time 

somebody moved towards the breach area, he would engage them with direct fi re. 

So they were able to keep at least the block south of the breach empty of AIF. The 

plow tank, I think, had either two mines or two IEDs go off on him as he went 

through, and that was the last guy through the breach that had any issues at all. 

About an hour after that, Sean starts taking mortar fi re, which turns out to be rocket 

fi re from the southern part of the city.

MM: Was anybody picking that up with Q36s or Q37s?

PN: Yes. That’s why I can say it was most likely rocket fi re because it was 

coming straight and was barely clearing the buildings.

MM: Were the two Paladins that you brought along responsible for any counter-battery?

PN: No, they were strictly shooting for me. There was a Marine 155 [millimeter] towed battery that was doing counter-battery and then a battery from Black 

Jack that was supporting the rest of the division. I had my two guns supporting 

just me. That was huge. Having two Paladins under your control, our two Paladins 

shot more ammunition than the entire battery that was supporting the Marine Division.

MM: Why do you think that was? Do you think it had something to do with 

Task Force 2-2 being able to identify targets better than the Marines?

PN: Yes, absolutely. The Marines have a number of things that they’re dealing 

with. On foot in the city, what you can see is 10, 20, 30 yards in front of you. Sometimes you can get to the roof and see further, but it’s fl eeting. By having that LRAS 

sitting on the high ground looking down into the city and deep, we were picking 

up targets frequently and shooting every time we had a chance. One of the other 

benefi ts I had was that I was not nearly as worried about dropping rounds closer to 

me because the bulk of my guys are mounted, and I was very comfortable with the 

accuracy of my guns. I donated at least one set of tires and a windshield to my own 

shrapnel in the process, but in an urban environment, the minimum safe distance 

just doesn’t work. The other issue was that I didn’t have any air to clear. The Marines were worried about fl ying their Cobras and other things; and because we’re 

the supporting effort to the supporting effort, I didn’t have to worry about clearing 
95 

airspace because I wasn’t getting any. Nor did I need it because I was moving too 

quick. It actually worked out very well for us.

MM: After Captain [Paul] Fowler comes through the breach and gets into his 

blocking position facing west, does the Iraqi battalion come along behind them?

PN: We got hung up for a little while. They got some dismounts through, 

but they ran into problems getting the trucks over the top of the railroad tracks. 

This is where I lost the battalion command sergeant major, Sergeant Major [Steve] 

Faulkenberg. He was supposed to be behind Alpha, 2-63, and he kind of latched 

into Fred Miller to ensure there wasn’t a disconnect. The last thing we wanted was 

the Iraqis in front of Alpha, 2-63 and fratricide because the guys were confused. 

So he was there to make sure that somebody had hold of them and knew where 

they were and got them to where they needed to be. So he was the guy who had 

the tail end of the tank company and he was going ensure they got to where they 

were supposed to be.

MM: Was he just in an up-armored Humvee with his driver then?

PN: He’s in an up-armored Humvee. Alpha, 2-63 has got two tank platoons, 

but he’s got a Humvee platoon kind of cleaning up his rear end as well. So he’s got 

a Humvee-mounted tank platoon as far as his task force. So it’s not a case of one 

Humvee chasing a bunch of tanks; it’s really six or seven of them back there. The 

IIF got guys across the breach at about 2151, and then we got all hung up with the 

trucks trying to get across the rails. Eventually we had to have the engineers blow 

a section of the rails out of the way in order to get the trucks across.

MM: So when you actually did this breach, this was not necessarily through a 

section of that track. Am I following that correctly?

PN: We went across a section of the track.

MM: But even with that, the trucks were still getting stuck?

PN: No, no diffi culties at all. In fact, the railroad track is a good 20 or 30 meters outside the city. We had to actually go up over and down and then drop probably another 30 yards before you hit the road on the lower side of the city.

MM: My understanding is that Sergeant Major Faulkenberg was standing in 

the breach when he was killed.

PN: No, he was through the breach and moving south behind Avenger. The 

report I got from his crew was that he was turning the Humvee around and had 

gotten out to ground guide the Humvee because they couldn’t see very well. The 

gunner was looking one way and the driver the other, and when they looked back 
96

they couldn’t fi nd the sergeant major. They then got out of the Humvee and found 

that he’d been simply shot over his right eye.

MM: It’s dark when this happened.

PN: It’s dark as hell.

MM: So it really couldn’t have been an enemy sniper or something.

PN: We expected that it was just a stray AIF round that came from the Marine 

sector next to us. We honestly don’t know. Nobody saw it happen; all we know 

is that it did happen and where he was at the time. This was about 2300 and both 

Alpha, 2-2 and Alpha, 2-63 were in contact. Phantom is taking fi re at Phase Line 

Donna, which is the phase line south, so he’s actually a little further down the 

highway looking into the city.

MM: During this initial phase up until the death of Sergeant Major Faulkenberg, are Alpha Company, 2-63 and Alpha Company, 2-2 under a lot of direct fi re 

this whole time?

PN: Quite a bit.

MM: And these are RPGs [Rocket-Propelled Grenades]?

PN: RPGs, small arms and a little bit of what I say was rocket fi re. They were 

fi nding a lot of IEDs, buildings that were rigged and HESCOs that have IEDs inside them. There’s a lot of fi re coming off the rooftops.

MM: What do you know about 1-3 Marines on your right fl ank? It’s my understanding that they had some problems initially getting in.

PN: 1-3 at this point is unable to get through his breach. I think he had two 

big D9 armored bulldozers. At about 2330, they call and ask to send their tank platoon through our breach. Right after that, he asked if we could help him with his 

MEDEVACs, because that’s the only way out for them. He got dismounts across 

because they could walk in, but they can’t get any of their other stuff across the 

railroad tracks and through the IED fi eld.

MM: So he got his dismounts across but couldn’t get his tanks across, and then 

had some casualties that you had to evacuate for him?

PN: He evacuated them, but we let them out through our breach. That went on 

for a while. I don’t know how long he used the breach, but it was for a while.

MM: Someone told me in one of the interviews that he was trying to do something called a stealth breach.
97 

PN: That’s a typical dismounted breach. You go forward, move dismounts 

across and clear the far side. Unfortunately, that means you can’t use the big stuff 

to open things up with. Then the terrain was wet and hard to move in, and combined arms breaching is not something the average Marine battalion trains. It’s 

just not a task they do, so when they gave this guy bulldozers and other stuff, they 

probably got them stuck. They ran into the railroad tracks and these were just 

things they had not anticipated, I guess.

MM: Talk me through your fi ght all the way down to Phase Line Fran. It just 

seems like you guys got there quicker than anyone thought could be done.

PN: We told them that when the sun came up, we’d be sitting on Fran. Remember, we’ve had eight months of fi ghting in our AO and, in a number of cases, company-sized fi ghts where the AIF has stood up and said, “We’re going to pick a fi ght 

with 2-2 today.” We’d literally gone through an eight-hour block to block to block 

fi ght, so we had – particularly with Sean Sims – a very experienced company commander in that kind of fi ght. We also had a very good idea of how to fi ght it. One of 

the lessons we learned in Muqdadiyah – and one of the things that frustrated me for 

the longest time – was if you get into a linear fi ght in an urban area, the guys you 

are fi ghting use little white pickup trucks to pick up guys and move them back and 

forth three blocks deep. So while you’d be fi ghting on one line of blocks, they’d be 

two blocks away repositioning and moving around. And unless you were able to 

get behind them and take away their lines of communications two and three blocks 

behind from where the fi ght was, they’d keep it up for hours. By putting the recon 

troop up on that elevated highway, we took away their deep fi ght. He was my deep 

fi ght. So now these guys that wanted to stay and fi ght had no place to go. If they 

stayed, they would end up fi ghting Sean and Paul Fowler; and if they moved, Kirk 

Mayfi eld was killing them. It was literally no contest.

MM: Was Colonel Tucker stunned that you guys got down there that quick?

PN: I don’t think he was stunned, I would never say that. He took me at my 

word when I said I’d be there by whenever. I don’t think the division was prepared 

for us to go as fast as we did. There were several cases where we were fl at out 

told not to move, because we were too far ahead. I think it worked well for Colonel Tucker. It was good news for him because he was able to push the AIF back 

towards the center city and back in front of the two Marine battalions, so folks 

weren’t getting out. 

MM: And because of that, it’s my understanding that they did not go with the 

original plan for you guys just to sweep west and everybody would just continue 

to go south.
98

PN: The original plan was that we would stop at Fran and then had a bunch of 

“on orders.” “On order, you go south and clear the industrial area, or go here, or 

go here.” There were fi ve or six of them, and it was one of those, “We don’t know 

what’s going to happen.” 

MM: So what happened after you got to Phase Line Fran? They wanted you to 

go back and do a sweep north again?

PN: We got to Fran, and my original plan was to go hard, go fast and break up 

any organized resistance – which means there were guys probably left behind us 

that we left the IIF to deal with initially. In one case, the IIF got in a pretty serious 

fi ght, which is where they lost two of their guys, and we lost one of Fred Miller’s 

guys. I then sent two tanks back to stay with them. One, to bolster their morale 

and, two, to ensure that nothing got organized behind us. When we got down to 

Fran and got Fran secure, we were so far ahead of the regimental combat team that, 

had I gone any further south, it would have created a gap between us and them, 

and anybody who was still fi ghting the Marines would have just fl ooded the gap 

to get out of the way. So we were kind of stuck. Paul Fowler’s now stuck on the 

blocking position in the west and I was stuck on Fran because we can’t go until 

they caught up a little bit. So we used that time to turn around and go back to the 

place where we’d made contact, knowing that these guys would try to regroup. So 

we went back and cleared every one of those things again. Sure enough, there were 

guys out there.

MM: It’s my understanding that Colonel Tucker would come around every day 

and you guys would have a “chalk talk” – a piece of Plexiglas and plan out the next 

day’s events. How did that work? 

PN: At least once a day. Generally it was towards the end of the day. He would 

show up and we’d pull out the Plexi-glassed-over imagery with the block map on 

it. I don’t know if any of the guys showed you, but there was an imagery map of 

Fallujah that literally had all the blocks numbered. That’s how we kind of adjusted 

phase lines and CFLs [Coordinated Fire Lines], was by saying, “Hey, I’m going 

to push into this block and this block and this block. I need to move the division 

CFL a little further over here.” Instead of a straight line, it kind of bent around my 

battalion so I was able to occupy more space. We did this from my TAC, from the 

front of a Humvee. That really became the TTP [Tactics, Techniques and Procedures] for every plan we put together. We’d essentially, with him standing there, 

sketch out a course of action of what we intended on doing. Then he and his S3 

would go back to the regimental TOC and then sketch out the regimental plan that 

supported that. The regiment essentially wrote the orders to support us, but where 

we went, they followed.
99 

MM: Can you talk me through how all these embedded reporters ended up 

with 2-2?

PN: Yeah, it was because nobody else would talk to them. We had a previous 

relationship with Jane Arraf from CNN, her producer Arwa Damon and cameraman Niel Hallsworth. They’d been out to visit us a couple of months before that 

and, in fact, they were down in the brigade AO someplace when this started. But 

the Marines have a very different approach to the press than the Army does, and 1st 

ID and 3d Brigade, 1st ID had a very different approach than the rest of the Army. 

They were very open with the press and very accepting of them. So essentially, 

they got shut out of all the Marine battalions. Many of them had had a bad previous 

experience with units in the Black Jack battalion and essentially said, “Well, we’ll 

come to 2-2.” And the bottom line was that, as long as they didn’t get in our way, 

we would help to ensure that the right message got out by talking to them about 

what was going on. I think that was a huge advantage to us, because it was obvious 

that there were no civilians in the eastern part of Fallujah at all. So rather than hear 

report after report of the possibilities of massive deaths of civilians, we had reporters sending out reports that there were no civilians there. Also, you did get to see 

what the al-Qaeda guys had done to that part of the city.

MM: Did Major Dave Johnson, the attached historian, take pretty good care of 

those folks? It’s my understanding that they were all in his track.

PN: When the CNN guys showed up, they had so much crap with them. It’s 

not like you could just throw one of those things in the back of your Bradley, so we 

decided to take a ‘113 that we had no use for – that we never moved. I had a sergeant fi rst class and a driver who were assigned as the guys who would keep tabs 

on them, and then Dave Johnson showed up. We put him in there and then Colonel 

Pittard sent me a guy who was acting as his PAO [Public Affairs Offi cer]. Between 

them, they kind of rode herd on most of them. Then I had the standard combat 

camera folks we had worked with all along who were embedded in the companies, 

and then we had some additional reporters and it was much easier just to embed 

them. There were 21 members of the civilian or the military press embedded at one 

point or another. A lot of them kind of came and went. There were some that were 

part of the pool. They would come in as far as the TAC and then they’d go back and 

write a story based on the pool information. I had others who would come in and 

stay for a couple days, but my experience with the press was different than most 

other folks. I did not have a problem. In fact, there was a case when we were in the 

middle of a fi ght, after we had taken Phase Line Fran. I wound up in a house full 

of Iraqi Intervention Force guys without my interpreter, and the only other person 

with me was a female Spanish reporter who spoke Arabic. I was trying to sort out 

what was going on and she fi nally said, “You know what? I’ve always wanted to 
100

be an interpreter.” So she spent the next two hours acting as my interpreter while I 

was trying to work with these Iraqi guys. Never wrote about it, never talked about 

it, but that was the kind of experience we had with the majority of the press folks 

that embedded with us.

MM: Do you recall her name at all?

PN: I could look it up. I’ve got a picture of her somewhere actually standing 

there interpreting for me. The great thing about having some of the press that close 

to you as a battalion commander is that you’ve got somebody to challenge what 

you’re doing, what you’re saying, and you actually have to think things through a 

lot more. I think it worked out to my advantage. It got to the point that I was able 

to look at the footage and the stories that CNN was putting together before they 

went out, and I was able to express an opinion on the quality of what they were 

doing. There were things they did that I was able to say, “Hey, I’m really uncomfortable with that. I don’t like the way you said it. I don’t like the way you put the 

scenes together.” And we could have an honest discussion about the effect of that 

versus what was really happening. In some cases, they would rewrite it or re-say 

it; on others it was just whatever. The press was at our orders. They were at our 

rehearsals. And I never worried about one of them giving up something that would 

jeopardize us. Actually, it was more of a benefi t that they knew what was going on 

so they’d leave us alone in the middle of things and not ask questions. Scott Rutter 

was a former battalion commander, and it was fortunate they had him up front as 

well. As a former battalion commander and a member of the media, he was able to 

explain stuff to the press folks that I just didn’t have to worry about.

MM: Can you talk me through the rest of the fi ght from Phase Line Fran into 

the industrial park up until when you guys were ordered to go back to your original 

positions?

PN: Yeah. On the 11th at 0400, we got an order to hand over our AO north of 

Phase Line Fran. They essentially expanded 3d Marine Battalion across to take up 

that space so we could go south. At 0700, we issued a FRAGO to start that attack 

to clear the industrial area. The intent at this point was to put the F Troop – the BRT 

[Brigade Reconnaissance Troop] – out on a fl ank and allow us to get in there. We 

started again with Alpha, 2-2 and Alpha, 2-63 side by side and went into the industrial area. I would say the industrial area was the heart of the school for terrorists. 

It had laid out defensive positions, wired for sound between fi ghting positions. It 

had mortar positions dug into the rear, IEDs to the fl anks. Eventually we’d go back 

and clear this place again and we found at least one VBIED [Vehicle-Borne Improvised Explosive Device] factory, a bunch of IED factories and a couple classrooms 

– there were literally drawings of how to engage jet aircraft with an RPG. We spent 

the bulk of that day and that night cleaning out that area and trying to get to the 
101 

southern side of the industrial area. In fact, that night I tried to get my TAC in there 

to set up and stay, but I could not fi nd a place to stop. It had mines around it or 

IEDs – and everywhere you went, you stumbled over something else. There wasn’t 

a safe place to sit. We continued further south and intended to go down to Phase 

Line Isabella, which was kind of a negotiation. We wanted to go south because we 

knew that’s where the fi ght was waiting for us, and south of Phase Line Fran is 

where things really changed. Up north, it was the remnants of the Fallujah Brigade, 

and in the south it was clearly nothing but foreign fi ghters. In fact, we learned later 

that the foreign fi ghters had chased out all the native Iraqis in that district months 

ahead of time. We’d come to a building that had a wall around it and it had a spider 

hole next to the wall, which would lead under the wall and back into the house. We 

found out that these guys were staying in these holes at night and, in the morning, 

they’d go back through the wall, eat something in front of the building, and then go 

back down the hole. So even if you tried to hit them with artillery or something on 

the building, you never got to them because they were always in a hole outside. We 

had some diffi culty getting the battlespace south of that area cleared. Originally we 

talked with RCT-7 about continuing to attack south, got the go ahead to do it, only 

to be told at about 2000 to stop. They were trying to move portions of the Black 

Jack Brigade and the Marine tank task force that was down there out of the way, so 

they weren’t caught in our fi res. We were fi nally given a limit of advance on what 

we called Phase Line Isabella, which in hindsight was horrible, because it was 

dead center in the middle of this built up area. Not knowing any better, we didn’t 

think it was a big deal. We started this attack at about 2000 at night at Phase Line 

Heather – actually, we were stopped at 2000. At 2330, we were able to start again 

and attacked until about 0530 in the morning when we hit Phase Line Isabella. As 

the sun came up, all these guys came out of their holes.

MM: So that’s on the 12th?

PN: Yes, about 0500 or 0600. So we’re pulling our NODs [Night Observation 

Devices] off and trying to sort things out – and we’ve been on the move for 10 

hours now. Alpha, 2-2 is now to the west and Alpha, 2-63 is to the east. They actually switched sides of the battlefi eld as we went south, knowing that the bulk of 

the fi ght would be to the west, because literally we’re so far ahead of the Marines 

now that anyone who wants to fi ght can gravitate that way. So we hit the limit of 

advance. The sun is coming up, we’re pulling NODs off. I’m sitting to the side of 

this open area next to a wall and these guys come out of the holes and start shooting RPGs. I lost count after about 12 or 13. Sean Sims was to the west side of this 

open area and he had an RPG actually skip off the ground and penetrate one of the 

tires of his Humvee. It didn’t explode, though. 

MM: Was he in it at the time?
102

PN: No, it was just one of his Humvees. He was actually in his Bradley. So 

he’s trying to do a recovery op and these guys are now around us. My biggest 

concern was that I’ve got AIF and al-Qaeda guys between me and the Iraqi Intervention Force battalion, and the last thing in the world that I wanted was a cat fi ght 

going on between us. There was a tank probably 150 meters from me who was in 

and out of contact with a guy, and he eventually takes an RPG shot to the turret. It 

splits the outside of the turret but doesn’t penetrate the inside. So I’ve got a tank 

that’s on fi re, and the guys never get out of it. It backed up a little bit and it’s almost like you see the tank shake its head a little bit and then go right back after the 

enemy. I’ve got the scout platoon that’s on the ground next to me in contact with 

four or fi ve different pockets of guys to the southeast. Sean is now in contact to the 

southwest, Alpha, 2-63 in contact to the northeast. About this time, I get the Alpha, 

2-2 XO, whose Bradley is coming across this open area – he stops about 15 meters 

in front of me, kind of pointing the other way. He takes an RPG round that skims 

right over the top of the turret and, unfortunately, catches him standing up in the 

turret looking behind him. It mortally wounds him. This is where we lost Lieutenant [Edward] Iwan, who is Sean Sims’ XO. This is probably 0620 in the morning. 

It takes us a while to sort this out. We’re stuck because it’s the limit of advance and 

I’ve got guys behind me now between me and the IIF – so I made the decision to 

back up. We backed up two phase lines to the northern part of that section of the 

city. I think it was Phase Line Lana. We were essentially trying to get everybody 

back and reorganized and get the IIF tightened up behind us. Rather than go fast 

and break things up, we’re going to have to go through every single room of every 

single house on every single street from here to the end of the city to get rid of 

these guys. We essentially sit on Isabella that night to get the 8th Marine Battalion 

down to catch up with us, so we’ve got somebody on our fl ank. That night we issued a warning order to do another attack on the 13th. Then that night, we used 

AC-130s and anything we could get our hands on and literally pounded anything 

that moved in that part of the city.

MM: That would have been anything south of Isabella?

PN: Anything south of Lana. We sat on the north side of Lana and the CFL 

was about 200 yards south of that. There was nothing out there. The 8th Marines 

were still all the way back up on Fran, still trying to move. The morning of the 

13th, we issued an op order for an attack on Phase Line Lana, for an attack that was 

supposed to LD at 1400. Kirk Mayfi eld came to me and said, “I know that Alpha, 

2-2 is smoked.” So he offered to take on clearing the two blocks south of Phase 

Line Lana. We decided to have him come from the east and sweep west across 

the front of the LD to open up some maneuver room for Alpha, 2-63 and Alpha, 

2-2. Then he would establish a set of blocking positions in the far west. His intent 

was to attack south, come back north again, move over to the west in front of 8th 
103 

Marines, and then attack south again. The intent was to get these guys up and get 

them moving, knowing that they would move and get Alpha in front of us. Use the 

brigade recon troop to kill them once they started moving, and then roll over and 

fi nish them by using our mobility to move faster than they could adjust to it. The 

technique we pushed was to use those tracks to move around faster than the AIF 

could think about what they were going to do next. At 1030 – and, again, this was 

going to start at 1400 – Sean Sims went into a building with the intent of putting 

his FO [Forward Observer] on top of the building. It was one of those buildings 

that, apparently, a guy had been living in a hole outside of. One of Sean’s squads 

had been in the building the night prior, and then as he was readjusting guys, they 

moved out of the building. Sean asked if the building was clear; they said it was, 

that they were in there last night. So he went into the building and, apparently, this 

guy had come out of his hole and into the kitchen was digging around for food 

when Sean walked in the door and walked right into the guy. So about 1030, the 

day after we lost the company XO, we lost the company commander.

MM: Was there a fi ght that ensued to go in and get him? Did they get the guy 

that killed Sims?

PN: The guy who killed Sean shot one of his own guys in there as well. The 

guy had his AK on full auto and just pulled the trigger and then took off. So there 

was some confusion as those guys extracted him from the building. At the same 

time, we’re moving the brigade recon through, which was in a fi ght of its own. 

After that happened, I pulled the Alpha Company fi rst sergeant – who had been 

acting as the platoon leader, who’d been acting as the XO, back up to the TAC just 

to make sure they could get the company back together enough to get this attack 

going. The bottom line was: the only way to put an end to this fi ght was to clean the 

area out, and I did not want to wait another day. I was mostly concerned about the 

foreigners having time to regroup, reorganize and come up with a plan. Because 

the Marines are moving so slow, the foreigners who are very well trained are having time to regroup, change their tactics, come up with plans, and are doing some 

damage to them. Whereas in our case, they didn’t have time to think – and I wanted 

to keep it that way.

MM: And that’s pretty much verifi ed by some of the radio intercepts in the fi rst 

48 hours of your attack down there.

PN: All that just reinforced upon us that we knew what the effect would be 

from our fi ghts in Muqdadiyah, and we knew what we were capable of from the 

northern part of Fallujah. What we did not want to do was stop. We just did not 

want to turn this into a deliberate fi ght, where I take a turn and then the other guy 

takes a turn, then I take a turn. I had a short discussion with the fi rst sergeant and 

the platoon leader. I told the fi rst sergeant that I wanted to continue the attack and 
104

that he was capable of it. Being the great guy First Sergeant Smith is, he said, “Absolutely,” and he took the company south. 

MM: At that time, he is really in essence the new company commander in 

there, right?

PN: He was acting company commander, and I trusted him to do it. Not that I 

didn’t have faith in the platoon leader. The young platoon leader was an okay platoon leader, but the fi rst sergeant I trusted to take that company and he did, without 

a doubt. We got delayed a little bit crossing the LD waiting on 8th Marines to catch 

up, and that cost us probably three hours. We were supposed to LD at 1300 with 

the two line companies. We didn’t LD until 1615, and we went straight south as 

hard as we could. At 1700, we came out the southern side of the city, went back 

north, did a hot rearm/refuel, and went back over in front of the 8th Marines. I 

went up on the roof of a building with the commander of the 8th Marines and the 

regimental commander and did some quick coordination about where we were, 

where they had problems, where we were going, and then essentially attacked 

south again. At this point, the brigade recon troop in the strong point is literally 

seeing guys grouping in the streets in pockets of six to ten, confused about where 

to go, because there’d just been a huge fi ght next to them and now we’re coming 

at them again. So the brigade recon crews did quite a bit of damage to guys who 

were lost and confused.

MM: They were just continuing the drop those 155s on them from the Paladins?

PN: In some cases, they were using tank main gun rounds straight down the 

streets. This is one of the places we realized that the over-pressure from a 120 tank 

main gun round is almost as lethal in an urban environment as the round itself. 

It is physically painful to have that thing go off next to you if you’re not inside a 

vehicle, so imagine what it’s like in front of it. In fact, we used it quite effectively 

sometimes to get guys up and out of their holes. You couldn’t stand it. It would 

make your ears bleed, your nose bleed. We had them up and moving, and it got 

dark about this time. We had AC-130s supporting us; we had armed Predators. My 

assistant S2, Natalie Friel, was back in the TOC looking at a GVS downlink that 

the division had deployed with us, chatting with the armed Predator pilots who are 

now engaging targets that are less than 350 meters away from me. It was awesome 

to experience, to literally listen to the conversations on the radio: “I got eight guys 

just went into this building. Can I shoot them?” “Absolutely.” The hard part about 

moving around in the dark is that we eventually had two tanks fall essentially into 

collapsed tunnels and, in both cases, their front ends are literally sticking straight 

up in the air. We fi nished the attack at 2200, but it takes us another three hours to 

extract the tanks from the battlefi eld.
105 

MM: Are you able to get any M-88s down there to do that?

PN: Yes, we sure did. An ‘88 will go anywhere you want it to, it just takes 

time.

MM: On the 15th and 16th, you continued to battle south?

PN: We went back up and we just did it again, although the contact on the 15th 

and 16th was negligible. That last night fi ght, I think we destroyed any remnant 

of any organized resistance there had been. After that, the only guys we ran across 

were the ones that weren’t smart enough to get out or couldn’t. There was very 

little left after that point, but we still went building to building and room to room 

and went through every one of them. At that point, we started clearing the caches. 

A credit to the IIF guys – who pulled up behind us – without us telling them to, 

they were re-clearing the buildings behind us. A pretty good TTP: As we went 

through an area and they fl ooded into it, they would immediately section off blocks 

and send platoons out and start clearing the buildings again. Then they started pulling the caches out.

MM: So would you basically describe operations from the 15th to the 20th as 

more of a mopping up type operation?

PN: I would call it a deliberate effort to clear everything. We even went back 

up into the industrial section and opened up every single garage and building in 

it. On the 16th, though, we did send the headquarters section from Alpha, 2-63 

and a combined arms platoon – two Bradleys, two tanks – up to work with the 3d 

Marine Battalion, which was still cleaning up some pockets of guys up north. Paul 

Fowler took his XO and a platoon up north and left his other platoon to work with 

the Iraqi Intervention Force guys. He went up and spent the better part of a day 

moving from hot point to hot point clearing for the Marines. He was a very active 

QRF [Quick Reaction Force] for them for a day. On the 17th, we moved back up to 

the industrial area and started hunting for all the caches and the IED factories. We 

were told at one point on the 18th to go all the way south out of the city and down 

towards the canal. Apparently, somebody thought there was still stuff down there; 

as it turned out, though, there was nothing out there but a minefi eld. That’s pretty 

much what we did until the 20th when we loaded up and pulled back up and went 

back to Camp Fallujah. On the 21st and 22d, we redeployed from Fallujah back to 

FOB Normandy. At the same time, there were issues about the loss of two soldiers 

from the task force, back in my own AO, the last week I was gone.

MM: Was that due to IEDs?

PN: One was an IED and one was an RPG ambush in an area where there had 

never been an attack before. 
106

MM: Where were these soldiers from?

PN: One was from Charlie Company and one was from Alpha, 1-6 FA [Field 

Artillery]. The Paladin section I took to Fallujah was not the one from my artillery 

battery. It was actually the one from FOB Gabe. I had the artillery battery headquarters, a platoon, a Q36 radar and some other stuff that sat up on what we call 

FOB Echo. It was up on a huge ridgeline above us. It also had the division retrans 

and a bunch of other stuff there.

MM: Tell me about Major Lisa Dewitt. The standard interviews I’ve been getting say that basically she was a stud and the greatest cutter of all time.

PN: Hopefully you can do an interview with her.

MM: I hope to do that this Sunday.

PN: She’s a one of a kind. When I deployed to Iraq, I was given a surgeon who 

was less than qualifi ed to do what he was supposed to. In fact, at some point after 

we got there, we found out that he had failed his boards. And this is a PROFIS 

[Professional Filler System] doctor. I had a phenomenal PA [Physician’s Assistant] and a phenomenal medical platoon, but my complaint to anybody who would 

listen was, “Here I am 60 miles away from my brigade headquarters, I’m a 30-

minute helicopter fl ight to any help, and I’ve got the worst doctor in the brigade.” 

So they agreed to take him off my hands. I guess Lisa Dewitt joined the Army and 

previously had been the head of the emergency room physicians residency in Miami-Dade Hospital. She decided to join the Army and get away from that life for a 

while and wound up in Kuwait. Doctors normally do a 90-day rotation and then go 

back, but she got to the end of her 90 days and said, “I’m not ready to go back. I’m 

liking life and I want to see Iraq.” So she hitchhiked a ride into Iraq with a HET 

[Heavy Equipment Transporter] company that was moving north, and was eventually found by the DISCOM [Division Support Command] commander on FOB 

Speicher. The DISCOM commander, being a great guy who knows of my problem, 

he fi nds out that she’s a qualifi ed and very good emergency room physician, so he 

said, “I have just the place for you.”

MM: At that time, when he fi nds her, she’s just literally on vacation or something?

PN: I don’t know what she was thinking. There are questions I never ask. Anyway, Dan Mitchell brings her up, introduces me and says, “I realize what this looks 

like, but if you want to keep her and she wants to stay, great, it works for us.” And 

we lived happily ever after. It was phenomenal and it was a blessing to us, because 

there were many cases where she was able to keep guys alive who would not have 

otherwise made it to the hospital – both Iraqi and American.
107 

MM: Did she stay with you guys after?

PN: She did. There was a period in the later summer, early fall, where she was 

making noise about going home. We had a long talk and fi nally all she wanted 

out of me was a motorcycle to ride. The Iraqis had found her a motorcycle to putt 

around on, so I coughed up the money for the Iraqi motorcycle to let her ride around 

the FOB. After that, she decided to stay with us until we redeployed home.

MM: Is there any other important information that you’d like me to know and 

get on the record about this operation? Maybe one of the most important lessons 

learned that you’d like to get out there to the rest of the Army?

PN: It comes back to leadership in virtually everything you do. There are a 

million different stories I could tell you about things that happened or things that 

people did – and not just the guys from my unit. A conversation I had with General 

[John] Batiste after Command Sergeant Major Faulkenberg was killed – he was 

very supportive. Then after Sean Sims was killed, I called General Batiste and 

he asked me what I wanted. The story of Doug Walter taking Sean’s place is an 

interesting one. Doug was the previous commander of Alpha, 2-2 and he got an 

intestinal parasite that made him very sick to the point that, right before we left 

for Iraq, we took him out of command and could not deploy him. So literally Sean 

Sims assumed command of Doug’s company the day he landed in Kuwait. Doug 

stayed back as the rear detachment S3 for the brigade, and eventually they were 

able to control this disease he’d acquired in Kosovo. They brought him down in 

late September, early October, and he was eventually going to take command of 

my HHC [Headquarters and Headquarters Company]. In fact, when we left for 

Fallujah, he was on the FOB getting ready to do inventories to take command 

of the headquarters company. Sean Sims was one of his best friends. When Sean 

was killed, General Batiste asked me what I wanted and I told him there was only 

one guy that could step in and take this company in the condition they were in 

– and that was Doug Walter. He was very well respected by both his fi rst sergeant 

and by the soldiers in the company. And General Batiste, without any discussion, 

launched a set of helicopters to FOB Normandy – and our conversation took place 

at about 2100. At 0400 the next morning, Doug was sitting on the ground with me 

in Fallujah, and at 0730 he crossed the LD on one of those last clearance missions 

to clear the buildings. Ken Adgie, who was the brigade S3, was literally coordinating Chinook fl ights to go from FOB to FOB on the 1st ID AO to pick up 155 and 

mortar ammo for us – the stuff we were going black on, or close to it. They were 

making it happen.

MM: It’s my understanding that you guys fi red so much artillery ammo that 

you basically depleted a large majority of the 1st ID’s artillery.
108

PN: We put a hole in everybody’s stuff for a while. Those two Paladins – the 

guys were literally driving their ammo carrier up to the other batteries that were 

there at Camp Fallujah, getting ammo from them, driving back over to the Paladins, shooting it, then going back and getting more while they were waiting on 

their own ammo to come in. There are many different stories we could go through 

about people who were just phenomenal. The interpreters. We took seven or eight 

of our own interpreters out of Muqdadiyah to Fallujah with us – voluntarily. And 

time after time, you would fi nd an Iraqi interpreter carrying an AK-47 standing 

next to an American soldier. And in more than one case, an Iraqi interpreter with an 

AK-47 pulling guard while a medic was working on a wounded American soldier. 

They fought just as hard as we did. These are the kinds of things you don’t see in 

the news and the press, but they’re just amazing to watch happen. The biggest lesson learned is about leadership. It’s all about common sense and leadership. John 

Reynolds and I talked about writing a book titled, “Leadership in a Plug-and-Play 

War.” Literally you’re pulling bits and pieces out of lots of different places and 

launching it somewhere on a moment’s notice. I don’t know if you’re aware, but a 

month after I got back from Fallujah, I got a call and in less than 24 hours launched 

my Charlie Company from FOB Normandy up to Mosul. In less than 18 hours 

notice, he moved. We had that kind of thing going on all over the place. Guys were 

showing up and were literally able to plug into whatever unit and be able to function and perform – particularly if there’s a big fi ght coming up – without missing a 

beat, and that’s what I’d call my relationship with 7th RCT. Not knowing what any 

other folks on my staff have said, but I don’t have any bad stories to talk about.

MM: Yeah, and I haven’t got any from anybody either. Just some minor things. 

They talked about the Ravens crashing and that sort of thing, but everybody said 

they were great to work with. As part of this project I’m doing right now, I’m also 

covering 2-7 over with RCT-1 and I’m getting a different impression of things over 

there. I’m nowhere near putting their picture together. The key here with you guys, 

I think, is that you had Dave Johnson and all the reporters. For whatever reason, 

there’s a phenomenal amount of information on 2-2.

PN: There is. It is very well documented. We hope it turns into a good book.

MM: I hope so too. 
109 

Lieutenant Colonel James Rainey

19 April 2006

MM: My name is Matt Mathews [MM] and I’m a historian for the Combat 

Studies Institute. Today is 19 April 2006 and I’m interviewing Lieutenant Colonel 

James Rainey [JR] who commanded the 2d Battalion, 7th Cavalry Regiment (2-7 

CAV), or Task Force 2-7, during Operation Phantom Fury. Could you please start 

off by giving me your full name and some background information on where you 

were born, where you went to school, how you got commissioned and your assignments up until Phantom Fury?

JR: My name is James E. Rainey. I was born in Brockton, Massachusetts, but 

I grew up in Akron, Ohio, went to college at Eastern Kentucky University and was 

commissioned in 1987 as an infantry offi cer. My assignment history is as follows: 

I started out as a light infantryman in the 82d Airborne Division and moved to the 

3d Battalion of the 75th Ranger Regiment. I commanded a company in the 1st 

Cavalry Division (1st CAV) and a company in the 3d U.S. Infantry Regiment, the 

Old Guard. I was a Joint Chiefs of Staff (JCS) intern for a year, did Command and 

General Staff College (CGSC), the School of Advanced Military Studies (SAMS), 

and then I was a division planner and chief of plans for the 2d Infantry Division. 

I went to the 1st CAV and was the operations offi cer (S3) for 1st Battalion, 9th 

Cavalry Regiment (1-9 CAV). I was the executive offi cer (XO) for the III Corps 

commander. I went to the initial invasion of Iraq as an augmentee and I worked for 

General William Wallace in his command and control vehicle (C2V) as a planner. 

Then I went back to 1st CAV and was the XO for 3d Brigade, and then took command of 2-7 CAV.

MM: Could you talk me through the whole history of 2-7 being deployed to 

Kuwait and then eventually up to Iraq?

JR: They deployed as part of the division and 2-7 CAV was task organized to 

the 39th Enhanced Separate Brigade (ESB), an Arkansas National Guard brigade 

that was part of the 1st CAV. 3d Brigade of the 1st CAV and the 39th swapped battalions, so 2-7 went to the 39th, did reception, staging, onward-movement and integration (RSOI) through Kuwait, and then moved forward up to Camp Taji, Iraq

MM: Did that swap of battalions actually take place while you were in Kuwait?

JR: We were task organized for Joint Readiness Training Center (JRTC) and 

then we deployed pure and then task organized formally in Kuwait, but the 39th 

was integrated into the 1st CAV back at Fort Hood. But for accuracy, I was the 3d 

Brigade XO during that deployment, and then I assumed command of 2-7 in Iraq 
110

on 17 May. I was not the 2-7 commander during the train up, the RSOI portion, the 

move forward and the fi rst 30 days or so in Iraq.

MM: What happened when you fi rst found out that the Marines might be using 

you guys in Fallujah?

JR: Before we start on that, I need to talk a minute about the 1st Cavalry 

Division. The 1st CAV Division was absolutely an incredible team and I’ll tell 

you why. The 3d Brigade commander, Colonel Mike Murray, got 2-7 ready to go 

through the train up, JRTC, deployment, equipping. He was an absolutely outstanding commander and fully adhered to the Army ethic and value system where 

if you task organize somebody, you send them a great unit that’s well equipped. 

General Peter Chiarelli, our division commander, it’s a matter of record what he 

did; but as far as building a team ethic, Colonel Murray and our CG were behind 

that, as well as the cultural aspect and the train up for this unique kind of warfare. 

Lieutenant Colonel Larry Phelps, the G4 – the effort that he put into 1st CAV 

from a logistics standpoint in terms of equipping us, making the transition to uparmored Humvees, having everything we needed to fi ght – logistically speaking, 

it could not have been better. There were four infantry battalions in the 1st CAV, 

all of them great units. It’s important from my standpoint that people understand 

that the reason 2-7 went initially to Najaf was about what we were doing at the 

time and what those other three infantry battalions were doing. Every brigade has 

got one infantry battalion. 1-5 CAV is fi ghting every single day in Sadr City at this 

time. 2-5 CAV is the main effort for 2d Brigade. 1-9 CAV is with 3d Brigade and 

owns Haifa Street in downtown Baghdad, which was one of the toughest places in 

Baghdad. 2-7 CAV is working for the 39th north of Baghdad and we had an important daily mission. We had a huge area and our primary mission up there was to 

protect Taji – which is where all of our aviation assets were and where our Division 

Support Command (DISCOM) was based out of. We were out fi ghting every day 

and we had 685 square kilometers that we owned up there. But the area we were 

in was not someplace where we were winning the hearts and minds of the people. 

It was 90 percent Sunni with the other 10 percent being Wahhabist/Salafi st kinds 

of guys. So when General Chiarelli was tasked to give a battalion up for Najaf, I 

personally think he could have sent any one of his battalions and they would have 

had the same success that 2-7 did. It was a tactical decision based on the fact that 

the other three battalions were more decisively engaged and more critical to the 

overall division fi ght than us.

MM: Could you expand a little bit on what it was like to work with the 39th 

ESB, Arkansas National Guard? That has to be something fairly unique, I would 

think.
111 

JR: I wasn’t with them for the train up and deployment, so I have a limited 

scope – but if I could, I will get to that later. Let me go back to the teamwork thing 

with the 1st CAV. I called Lieutenant Colonel Gary Volesky, the 2-5 commander, 

and talked to him because I knew he was fi ghting platoon- and company- sized 

fi ghts every day, and actually went to school on what he was doing. They developed some great stuff. They developed this box formation for urban fi ghting that 

was a very good, non-doctrinal tactics, techniques and procedures (TTP) based 

stuff. I also talked to Lieutenant Colonel Myles Miyamasu with 1-5, and his guys 

were down in Najaf at the same time 2-7 was. Lieutenant Colonel Tom MacDonald down in 1-9 had a really complex civilian population mixed in with insurgents 

down in Haifa Street. They developed these sniper stay-behind TTPs and all kinds 

of other stuff. So I went to school on all of three of these guys and then shared 

those TTPs. To be honest with you, the armor battalions we had were all fantastic, 

too; it was just that this urban environment was a mech infantry fi ght, so it probably had to be an infantry battalion. I just cannot say enough about what a great 

team we had, and that’s very important to me that that comes out. Anyway, 2-7 

gets sent to Najaf really based upon the availability of forces. We fought well down 

there. It was a tough fi ght and we were successful there based on a lot of things, 

primarily great young leaders and noncommissioned offi cers (NCOs). We worked 

with the Marines there as well, so when it came time to go to Fallujah, 2d Brigade 

got tasked, the Marines asked for an extra battalion and 2-7 was the path of least resistance. The same factors applied. We were up north and the other battalions were 

critical aspects of their brigade combat team fi ghts. I did hear that General John 

Sattler did ask for 2-7 CAV to come back, but I’m not privy to his conversations. 

General Chiarelli sent us over there and so that’s how 2-7 ended up in Fallujah. 

Back to your original question, the 39th ESB thing presented a lot of challenges. At 

different times during the year, we had parts of four different National Guard battalions placed under the operational control of (OPCON’d to) 2-7, and we worked 

through a lot of things. My personal experience would tell me that, about 90 days 

into a military operation, a National Guard platoon or company either is already or 

becomes a very competent platoon, equal to a baseline Active Duty unit. Also, in 

the type of fi ghting going on in Iraq, there’s some huge value-added in that the soldiers are generally older, more mature and they bring some very unique skill sets. 

The National Guard unit that was OPCON’d to us for the duration – Bravo Company, 2d Battalion, 162d Infantry Regiment (2-162) – the company commander 

was a policeman full time.

MM: Were they an Oregon National Guard outfi t?

JR: That’s right. When it came time for 2-7 to work with the Iraqi police, he 

really brought something to the fi ght that the Active Duty guys didn’t. As far as 

above company level, there are issues and there are successes. I was a battalion 
112

commander, so my ability to comment on my higher headquarters is obviously not 

where my expertise lies.

MM: Major Tim Karcher was telling me that when word started fi ltering down 

that something might be coming up and 2-7 might be deployed to Fallujah, he was 

having a hard time getting the information he required from the 39th ESB. He used 

some contacts he had at division to fi nd out what was going on. 

JR: That’s probably accurate. Major Karcher and Major Scott Jackson, the 

S3 and XO respectively, came down from division and corps, so that was a huge 

advantage that 2-7 had as far as reachback. I wouldn’t say that they were working around the 39th; I’d say that the 39th was focused on their area of operations 

(AO). Our ability to get information was enhanced by the fact that those guys had 

reachback and experience from those two higher headquarters.

MM: Can you start from the beginning, from when you guys fi rst fi gured 

something was going to happen, the planning that went into that, and how you fi rst 

made contact with the Marines? Basically the initial stages of what happened.

JR: We received a warning order from the 1st CAV, and everybody kind of 

knew something was going down in Fallujah. The Marines had asked for more 

forces and we got that warning order probably about 3 November. We did put 

together a small package with Tim Karcher and some intel guys – I think Captain 

Mike Erwin was probably with them – put them on a helicopter and send them 

out to Fallujah. We found out we were going to be working with the Marines’ 1st 

Regimental Combat Team (RCT), got them linked up and got them started in the 

planning process. Simultaneously, Scott Jackson and our forward support company commander, Jake Brown, started working on the movement aspects of it. 2d 

Brigade, Black Jack, had OPCON of us for movement.

MM: I wasn’t aware of that.

JR: We moved with them, doing a tactical road march; and it was a deliberate 

decision, as a show of force, not to put our guys on heavy equipment transporters 

(HETs). So we did the movement from Taji out to Fallujah, closed on Camp Fallujah initially, got into the process of planning with 1st RCT, conducting reconnaissance and getting our logistics footprint set. We had a great move; it’s not a 

simple matter to move and deploy in the middle of the night. 2d Brigade Combat 

Team (BCT) had a good plan, it was well supported, and then they chopped us over 

to 1st RCT.

MM: Did any of your units encounter any sort of enemy ambushes or IEDs?

JR: No. We didn’t make contact, and I don’t know if 2d Brigade did or not. 

They had moved several elements ahead of 2-7 so any contact they would have 
113 

had on the route, they would have cleared. The fact that we had no contact is a 

testament to their reconnaissance moving ahead of us. So we get in and I had been 

talking to Tim Karcher on the phone. The initial plan he got from 1st RCT was a 

very narrow penetration into the city along one axis of advance. When I got my 

fi rst brief on the plan from our guys, I liked the fact that they had a pretty good 

intel situation – unlike Najaf, where we had no idea where the enemy was or what 

he was doing or how many civilians were there. The Marines had done a very solid 

intelligence preparation of the battlefi eld (IPB). They knew where the mosques 

were, they knew how many civilians were in the city, they had pretty good numbers on the enemy, they’d done a lot of analysis and they had really good maps, 

overhead imagery and such, so I felt really good about that. I liked the fact that 

2-7 was going to be the main effort for 1st RCT, who was the main effort for the 

Marine Division (MARDIV) – so obviously I liked that for a lot of reasons. I knew 

their doctrine was the same as ours in terms of a main effort, and I knew we’d be 

resourced in terms of fi res and collection assets as we needed to be. What I didn’t 

like was the very narrow, limited mission. I had not talked to Colonel Michael 

Shupp yet. Tim briefed me on that. Tim had been working with their S3 guys and 

he kind of explained that that might not be the optimal use of a mech battalion. 

I fi nally met Colonel Shupp: great guy, all about team building, and he went out 

of his way to make sure we had everything we needed. We were well received. It 

sounds like a simple thing, but rolling in there and having clean tents and places 

to bed down our guys, the chow plan – things like that went a long way to getting 

us off on the right footing with them. I was very impressed. He’s obviously a very 

competent, successful infantryman, a warrior spirit kind of guy and very aggressive. He was really looking forward to fi nishing the fi ght in Fallujah. Initially, my 

concern was that we needed more of a frontage, the ability to get more of our fi repower into the fi ght than we could get on one main route. I looked to the west and 

there was a major road a couple blocks to the west.

MM: What’s this Phase Line Henry?

JR: No. We were oriented on Henry. The initial mission we had was Henry; 

and that was a battalion-sized penetration on that two-lane road and then turn west 

towards the two bridges in the city. That was the penetration. I asked Colonel 

Shupp for some more battlespace and explained to him that Route Henry was an 

axis of advance that would let us get maybe two tanks into the fi ght at one time. 

We had 14 tanks and 30 Bradleys and I really felt like we could do more for the 

RCT if we had more battlespace. So I looked west for more space because the east 

was a very limited option, because that part of the city had the older Byzantine 

type architecture, the streets don’t make sense, etc. He told me he did not want 

to buy off more battlespace. He liked the fact that he was the main effort. He was 

concentrated on one quarter of the city, 7th RCT had the other three, and he didn’t 
114

want to go that way. Obviously, he was the commander and so that was fair. The 

initial mission had 3d Battalion, 1st Marine Regiment (3-1) attacking the Jolan 

Park, which was the geographical center of gravity of the area 1st RCT had. It was 

the only open area and was the logical rallying point. There was a Ferris wheel, 

you can see it pretty well from a distance, and 1st RCT’s intel assessment was that 

the enemy would use that as a rallying point. So 1st RCT thought the enemy would 

fi ght all over the city and then fall back to Jolan Park as a fi nal defense; and the 

MARDIV’s plan was to directly attack that with 1st RCT as the main effort and 

give the other three quarters of the city to 7th RCT. As we’re looking at this – Tim 

Karcher, Mike Erwin, Captain Dave Gray, the intel guys, and my fi res guy – we 

came up with an option that would take Alpha 2-7 and attack as the 2-7 main effort, 

do a frontal assault, direct attack on about three different roads, with a platoon on 

each road. We thought we could seize the Jolan Park with Alpha 2-7, acknowledging that we weren’t going to go building to building. We’d kill anybody we saw 

that presented themselves, within the rules of engagement (ROE), but we were not 

going to clear towards the Jolan Park; we were just going to attack it and then seize 

it. At the same time, we could put Charlie 3-8 on Henry and still get everything 

in the fi ght that we would anyway – because we could only get a couple tanks up 

front – and use them as a supporting effort to Alpha 2-7. So we would move them 

on parallel and Charlie 3-8 secures the fl ank, still conduct the penetration and still 

kill anybody that wants to fi ght. We offered that up to 1st RCT and Colonel Shupp 

said that if we could do that, it would be great, so that’s the plan we settled on. 

Alpha 2-7 as the main effort, frontal assault, north to south, with two tasks: destroy 

enemy forces and seize the Jolan Park. That was supposed to take about a day. 3-1 

would follow Alpha 2-7 and do the detailed clearance to complete the destruction 

of the enemy. They would use the Jolan Park to do a passage of lines through us 

and then turn west down to the river, while 3d Battalion, 5th Marine Regiment 

(3-5) secured the initial foothold in the corner and also had a detailed clearance: 

a complete-the-destruction type mission. It wasn’t a negotiation. Colonel Shupp 

denied my fi rst request and granted my second request. He listened to feedback 

and made a decision, just like good commanders do. The fact that he was receptive 

to listening and acknowledged the fact that we probably were the experts on how 

to employ mechanized assets impressed me very much.

MM: When the Marines blow the breach to the west of the train station, can 

you talk me through how your companies came through there and where they went 

from that point?

JR: Sure – but let me go back to one thing that’s important about the 1st Cavalry Division. I read a lot about guys not having stuff and being poorly equipped. 

In 2-7, we had everything we needed. The only Humvees we had down there were 

the up-armored ‘1114s. We had M1A2 tanks, all with the system enhancement 
115 

package (SEP), with lots of parts. We had M2A3 Bradleys – the best Bradleys 

that we had. We had the new 120 millimeter digital mortars; we had Barrett sniper 

rifl es. Despite the fact that General Chiarelli had the main effort division in Baghdad and had already given up a brigade and given up 2-7, I felt like 2-7 needed 

a third company, which originally I had been directed to leave with the 39th so 

they’d have some mech forces. This is Charlie 2-7. So when I briefed General 

Chiarelli and briefed him on our plan, he asked me if I needed anything and I told 

him I really felt like I needed that third company – and it was really a difference 

of a platoon in terms of combat power. I was taking one of Charlie 2-7’s platoons 

anyway. I wanted to take a second platoon and a company headquarters. I really 

thought having Captain Chris Brooke and his guys and the ability to have a third 

company headquarters was critical to our mission; and, at great pain to the 1st Cavalry Division, General Chiarelli told me that if I needed it, to take it. Then we had 

had a problem with the enlisted terminal air controller (ETAC) – the same thing 

from Operation Anaconda all the way through OIF II. The ETAC thing is a huge 

problem. Not because they’re not great guys, but because there aren’t enough of 

them and we can’t certify Army guys as ETACs. It’s something that needs to be 

fi xed in the Army and it’s defi nitely an after-action review (AAR) point. But when 

we had not had ETACs in Najaf, we really had problems because of that. So when I 

asked for ETACs, General Chiarelli gave us an air liaison offi cer (ALO) captain at 

our battalion headquarters and ETACs with all three of our companies, which was 

basically almost the entire 1st CAV allotment of Air Force ETACs. We also had a 

lawyer. I felt that since we were operating independently of the division, I asked if 

I could have a lawyer and I was given one, a captain.

MM: Why did you feel you needed a lawyer?

JR: As it turned out, it didn’t turn out to be a big deal in Fallujah because our 

ROE were actually pretty good. But in Najaf it was just torturous in terms of ROE. 

Just having the ability to have a guy in our tactical operations center (TOC) that 

we could talk to about these things was great. And this is illustrative of what kind 

of commander General Chiarelli was. He’d give a commander a mission, the commander asks for something, and he provides everything we needed. So that’s how 

we got the third company. Getting back to your last question: We were leading with 

tanks, and the intel we had was that the area from the railroad tracks to the road 

was mined. We had brought rollers from Charlie 3-8 and, in all honesty, we had not 

done a good job maintaining them because we hadn’t used them in the six months 

that we’d been there. It wasn’t for lack of patriotism – I mean, the mechanics were 

busy and we had to prioritize our stuff; and since we weren’t using them, they got 

pushed aside. So it was hard to get the rollers back working. Anyway, we were 

going to follow the Marine breach with our lead tanks and, once they got a lane 

set, we were going to roll it. What really ended up happening was that the breach 
116

was very hard to get in. The light engineer company did a great job, but in terms 

of equipment and getting down there and actually breaching a railroad track on a 

trestle, it was not a simple thing. We actually didn’t get through the breach until 

0130 and there wasn’t a lane, so Charlie 3-8’s lead tank – Staff Sergeant Reyes 

was the tank commander (TC) - led with a roller. I remember doing breaches at the 

National Training Center (NTC) as a younger offi cer thinking, “When the hell are 

we ever going to do this shit?” and here we go. So we rolled the lane, marked it, 

the rollers went through the open area and hit the main road, and the breach was 

easy to fi nd because the kid who was doing it just jammed the rollers right into the 

wall on the other side of the road. To get a roller off a tank, you have to dismount 

the tank; so now we’ve got two tanks through the breach and a young hero gets to 

jump out of his tank in contact to get the roller off, because you can’t turn with it. 

He gets out and drops the roller – now we’ve got a lane marked and we’ve got a 

good point to orient on because the roller’s stuck in the wall on the other side of 

the road. Charlie 3-8 led, then myself and Major Karcher and our command section. They turn west on the initial road and then turn south on Henry into heavy 

contact. We were followed by Alpha 2-7 and I’d given them three axes of advance, 

a platoon on each: one tank in the middle, mech on each side. They conducted an 

attack in zone oriented on the Jolan Park. Charlie 2-7 was initially the reserve and 

they had to be prepared to follow and assume. If Alpha didn’t make it to Jolan 

Park, the main mission was to put Charlie 2-7 behind Alpha and have them do a 

passage of lines and complete the mission of securing Jolan Park. The secondary 

mission was if Charlie 3-8 couldn’t get far enough down Henry, I was going to 

put them in there. We didn’t see them doing a forward passage of Charlie, because 

anything tanks couldn’t do we weren’t going to do with Bradleys. But I talked to 

Chris Brooke and Charlie 2-7 and said they may have to come in and secure parts 

of Henry that would let Charlie 3-8 continue the attack south, which is eventually 

what ended up happening. Before all of this, when we were still at Camp Fallujah, 

once I understood the mission I was very interested in getting up there, getting 

eyes on the objective and conducting some reconnaissance. I sent Scott Jackson 

out, he had picked our assembly area to the north, and it was a real good location. 

We were pretty close, but this wasn’t conventional doctrine: the enemy could hit 

us with mortars at Camp Fallujah, so we went with “closer is better,” shorter turns 

to the fuel point. We were north of the train station, up pretty close. The RCTs had 

been doing limited objective attacks, reconnaissance’s by fi re, and the purpose was 

to keep the enemy guessing about our orientation and when we were coming. So 

7th RCT was attacking the city from the east and the south and 1st RCT was doing some limited objective attacks with dismounted infantry guys from the north. 

Colonel Shupp agreed to let us go up and do one of these limited objective attacks 

the night before the actual attack. He was rightly concerned and didn’t want us to 

take too many tanks and Bradleys and tip our hand. Our thought was we could do 
117 

a limited objective attack and the enemy wouldn’t know that that was the actual 

one we were going to use, because they’d done dozens of them all over the city. As 

I said, Colonel Shupp was rightly concerned so he gave me some real clear guidance about how close we could get and not getting decisively engaged. He did give 

us authority to engage targets within the ROE: so if we saw an enemy defensive 

position, or armed enemy forces in contact en route, we were cleared to engage 

and destroy them. So we took Captains Pete Glass and Ed Twaddell and they took 

their lead sections. It was the platoon leader, the Bradley that was actually going to 

be leading Alpha 2-7’s attack, Charlie 3-8’s roller guy and his lead platoon leader. 

We went from north to south and got up close to the city. We got close enough 

to leverage our optics and actually made sure that we all understood what three 

roads Alpha 2-7 was going to attack up. Then we identifi ed Henry and the train 

station. We couldn’t really see Henry because the train station was blocking it, but 

we got a good orientation on the breach. Captain Glass identifi ed three enemy in 

a prepared defensive position up in a bunker on top of a building just south of the 

train station, and he engaged them with a main gun round from about 1,500 meters. 

It was a very long shot against three individuals in a bunker with weapons. That 

ended our limited objective attack for the night, but we accomplished our recon 

objective, so that was a very good advantage we had. Our scouts, led by Lieutenant 

Jimmy Campbell, had been out the whole day marking our route. There were some 

danger areas I was real concerned about that I wanted him to mark. That way, the 

next night when we actually did the attack, he could get in there with engineer tape 

and infrared (IR) chem lights so we didn’t roll any tanks or Bradleys, because the 

route was pretty precarious and dusty and there was a landfi ll – risk assessment 

type stuff. In fact, the reason the breach took so long was that 3-1 actually did roll 

a vehicle in a similar place.

MM: Was that a tank they rolled?

JR: No, it wasn’t a tank, but it slowed things down a little bit. The second thing 

was the shaping ops, and Scott Jackson and Captain Coley Tyler will be able to 

give you more information. As I see it, while we had a lot of tough fi ghting in the 

city, we had won the fi ght by the time we crossed the line of departure (LD) based 

on how effective two things were. First, there was the unmanned aerial vehicle 

(UAV) collection of 1st RCT. They had UAVs all over the place. They had way 

more than we do – about three per company and eight per battalion, I think. What I 

liked about the way the Marines fl ew them is that they take full advantage of them 

being “unmanned.” There’s a reason they’re unmanned. They fl y them around, 

they crash them and they don’t really worry about them too much. So thanks to 

them we had pretty good intel. The second thing was that we had two AC-130s 

committed to this the night before the fi ght. As the main effort for 1st RCT, we had 

eight hours of one AC-130 dedicated just to 2-7 to shape this fi ght. It came with a 
118

second load of ammo, and we actually ran out of ammo before we ran out of station time, which had not happened in my experience in the military before. You 

usually run out of air before you run out of ammo. We destroyed obstacles we’d 

been able to identify with 105 millimeter munitions from the AC-130s. We’d collected and engaged numerous targets in the Jolan Park and taken away the enemy’s 

prepared defenses. Also, anybody who moves at night with a weapon when there’s 

an AC-130 up is going to die, so there was a very lethal eight-hour prep. Then we 

shot artillery and some 120 millimeter mortars – but we didn’t have eyes on so we 

couldn’t really get our 120s in the fi ght.

MM: Speaking of your indirect fi re, who did most of the 155 millimeter shooting for you guys?

JR: 2d Brigade had a 1st CAV division artillery (DIVARTY) battery, and Colonel Michael Formica could tell you which battery it was. But they shot a ton of 

ammo. Because we had so much air with the AC-130s over the city, the 155s were 

shooting from Camp Fallujah and were primarily supporting 2d Brigade’s efforts 

as part of the isolation of the city. They did shoot a lot in the city but not for 2-7. 

Our 120 millimeter mortars were unbelievably lethal, though. The fi rst time we’d 

ever fi red them was down in Najaf; and we’d fi red 200 to 300 rounds there, so 

we knew what other people didn’t know about how lethal they were. Everybody 

knows 120 millimeter mortars are lethal, but if you grew up in a 4.2 inch mortar 

Army, understanding the difference between those and even the 120s – between 

those and this digital, ballistically computerized system that we had fi elded in the 

1st CAV. Those are the stories you’re hearing from the Marines about the lethality 

and the accuracy of it. I was itching to get those in the fi ght but didn’t really need 

to because we had so much air. We had 1st Battalion, 227th Aviation Regiment (1-

227). We had Marine attack aviation and the 1st CAV Apaches. 1-227 was there, 

and we had worked with them every day in our AO back in Taji, we’d fought with 

them in Najaf, so just knowing they were there was just a tremendous advantage. 

There were all sorts of fi xed-wing stuff in the fi ght. Marines are very good at joint 

fi res, and I would say signifi cantly better than the Army, which is hard for me to 

say. But the reason I say that is because they’re so dependent on fi res and they 

train with it. Their platoon leaders and company commanders do it on a routine 

basis when they’re out doing fl oats, doing Marine expeditionary units (MEUs) 

and train ups. Whereas generally speaking in the Army, if you get live close air 

support (CAS), it’s out at NTC or a couple training missions at Fort Hood, but it’s 

not a routine thing. The Marines also have commo capabilities to talk joint fi res 

that we really don’t have organically in the Army, without getting those ETACs. So 

anyway, the joint fi res and shaping ops the night prior started at dark and went well 

into the night. The decisive point, where we started winning and the enemy started 

losing, was right about the time we LD’d because the enemy was reeling. Then we 
119 

hit them very hard with a very lethal mechanized force followed by dismounted 

Marines all over the place. If you’ve heard any of the enemy radio intercepts, they 

clearly show that the enemy was panicking and reeling from this attack. There 

were basically six battalions attacking from north to south and the enemy’s making 

contact on a broad front. 

MM: Why don’t we now focus on when the Marines actually blow the breach 

and the actions that occurred right after that.

JR: Sure. We were staged, waiting for the breach to get put in, and they had 

some troubles with just the normal fog and friction of combat. So we were waiting 

about four to six hours, trying to keep everybody alert. We were frustrated, as you 

can imagine, because we were burning that darkness up and we really wanted to 

have the entire period of darkness – limited visibility – to fi ght. Our plan was pretty 

simple. We were going to go through the breach with Cougar (Charlie 3-8). They 

were going to come down, turn to the east, orient on Phase Line Henry and attack 

along that axis. Alpha 2-7 would follow them through the breach. Then, as our 

main effort, Alpha 2-7 would conduct a frontal assault on three avenues of attack, 

but primarily three axes on three main roads, directly into the Jolan Park. It was 

risky; and when we did our wargaming and developed our plan, we realized that a 

frontal attack is not the optimal form of maneuver. However, if you’re a rifl e squad 

or a platoon in an urban environment, everything is a frontal assault. If we’d gotten sexy and tried to do some maneuver, we would have exposed a whole bunch of 

fl anks, complicated the plan and end up hitting the Jolan Park anyway. No matter 

which way we did it, it would ultimately be a frontal assault for those young guys 

down there in those squads and platoons. So we opted for the frontal attack and 

mitigated that risk by having Cougar with tanks on Phase Line Henry. The plan 

was to keep those guys on line, so if Cougar needed to get in there and help, they 

could conduct a spoiling attack on any one of the east/west roads from the east to 

the west. If Apache (Alpha 2-7) got in trouble in there, they had the mutual support of the three platoons; and if it got real bad, they could get out to Phase Line 

Henry. One of the things about this terrain was that once you were committed to a 

route, your choices were to go forward or turn. Turning around was not an option. 

The attack went pretty well. We started getting through the breach and, according 

to the IPB, the enemy had mined the open area that ran from the railroad tracks to 

the fi rst east/west main road. So we had our rollers on our lead tank, went through 

the breach, went through the open area into the road, and just put the rollers into a 

standard six-foot concrete wall on the far side of the road. As I said, this turned out 

to be pretty good, because when they detached the rollers and continued to attack, 

everybody was able to orient on the roller stuck in the wall, which turned out to be 

better than any terrain feature. Cougar turned and made contact initially. They had 

to turn their fl ank to the enemy and skirt that road, and they did a great job. They 
120

dropped off a platoon in overwatch and were engaging while the remainder of the 

company turned east and got on Phase Line Henry. Once there, they conducted 

the attack in-column as a company. They could get two tanks on line on the road 

because it was a pretty wide road, although one set of tracks were on the sidewalk. 

They followed that with two Bradleys so they could actually engage distant targets 

with the 25s shooting over the tanks if they had to. They made steady contact with 

the enemy: initially swarm tactics with the rocket-propelled grenades (RPGs) and 

a little bit of small arms fi re, but really ineffective in terms of fi ghting the tanks and 

Bradleys. But there were a lot of RPGs. We also reduced one obstacle with 105s 

from the AC-130. But the primary contact was two to three man groups with RPGs 

jumping out from alleyways and off of roofs.

MM: It was my understanding that these RPGs penetrated some of the vision 

blocks on some of the tanks. Is that true?

JR: Yes. It’s really a constant throughout the fi ght. We combat lost six M1 

tanks in this battle, which is indicative of the ferocity of the combat. What the 

enemy was doing – and I don’t know if it was intentional or just luck – but the 

M1s were pretty vulnerable when they took an RPG shot in the vision blocks. It 

would blow the glass back into the turret, which caused minor problems. Our guys 

were actually wearing ballistic goggles and everything inside the turret after this 

happened the fi rst time. We had two penetrations of number one skirts. We had 

one track blown off. Captain Glass ran over a Brazilian mine that blew the track 

off and damaged the turret. We had a couple pretty deep penetrations in the front 

hull armor. So we lost six tanks that had to be replaced, carted out. We had a lot 

of vision blocks blown out, some weapons systems damage, and one of our main 

guns took a RPG through the gun tube. But despite all this, we did not lose any 

tankers in the direct fi re combat. So anyway, swarm tactics, RPGs, guys jumping 

in and out – really hard to clear fi res, especially on the fl anks. In the meantime, 7th 

RCT was attacking behind us; the boundary was a little bit to our east. We actually 

got through the breach and were in the city fi rst, as per the plan, so you don’t have 

a secure fl ank. Even though Apache is off to the west, there’s a block of housing 

between Apache and Cougar; so when the enemy’s jumping out in there, shooting 

RPGs, your ability to return fi re is really important to understand where everybody 

is on the battlefi eld. We wanted to get Cougar all the way on to Henry, which would 

give Apache the room to get in there, get on those three avenues of approach, and 

start his attack with the two mech platoons and a tank platoon. Apache took a lot of 

small contacts – hit and run type things. We didn’t have enough infantrymen, nor 

was it our intent to dismount and clear in detail as Apache attacked north to south. 

They were to destroy enemy forces they made contact with, and I told them not 

to bypass a squad-sized element if they saw it. So through the night and as dawn 

approached, Apache attacked all the way to the Jolan Park and got there right as 
121 

the sun was coming up. Cougar had maintained that guard mission, that fl ank, all 

the way along Henry making heavy contact also. Major Karcher and I were behind 

Cougar on Phase Line Henry and then bounded east to west to check in and make 

sure Apache was doing fi ne.

MM: At this time, Charlie 3-8 and your element, you really have no protection 

on your left fl ank as far as the Marine battalion that was coming in on your left. 

Were they on line with you at this time?

JR: No. They were a little bit behind and there was a block or two of urban 

housing. The RCT boundary was a block or two to the east, so even if we were on 

line with each other – and they had the same problem. It’s not like they weren’t 

taking care of our fl ank; we weren’t taking care of theirs either. We intentionally 

planned to leave some dead space in between us and them, and I’ll get to that in a 

little bit. That’s what Comanche (Charlie 2-7) ended up dealing with, along with a 

bunch of other stuff. So, Apache gets up to Jolan Park. Once we got close enough 

to it to start taking fi re from the enemy defending there, we were able to really leverage the fi res. That’s where we got our 120s into the fi ght and got a couple close 

air missions into it. The AC-130, before it ran out of ammo, was able to pick up 

targets and armed men in Jolan Park, too, so they did a real good prep. Apache hits 

that, dismounts two infantry platoons, and basically drives the tank platoon through 

the Jolan Park from north to south. The plan was to attack through the objective 

mounted, dismount and clear backwards through it, which totally devastated the 

enemy. They were still trying to get out of the way of the tanks and the Bradleys 

and our infantry squads were on top of them. They killed a few guys, policed up 

some detainees, found a vehicle-borne improvised explosive device (VBIED) factory. Imagine you’re a young team leader clearing vehicles and you come up on a 

VBIED and don’t know if it’s going to go off or not. So they wisely got the hell 

away from that and got into a building. The sun’s coming up, they’ve secured the 

four corners of the Jolan Park, and we’re getting ready to do a passage of lines with 

3-1 Marines, who’d been following a couple city blocks behind Apache getting 

into that tough clearance of building by building. I think what happened was that 

some of the enemy had seen the tanks and Bradleys and all the fi repower and had 

just gone to ground in small two to three man elements. We just bypassed them. 

Even though we knocked out the big pockets of enemy and prepped all the terrain 

in terms of destroying cars that were VBIEDs, knocking down a couple obstacles, 

3-1 still had a tough fi ght behind us rooting those guys out. So we’re getting ready 

to do this passage of lines with 3-1 who was supposed to come up and pass through 

Alpha through Jolan Park and then turn west and attack downhill, if you will, to the 

river. We took a 127-millimeter rocket the enemy fi red into Jolan Park and, unfortunately, it hit a building and we took about fi ve or six wounded. We didn’t lose 

anybody but had some pretty serious casualties. We lost one of our sniper teams, 
122

lost our air and naval gunfi re liaison company (ANGLICO), so a little bit of chaos 

there. 3-1 was taking a little longer than they had thought, based on the tough fi ght, 

to get up there. So now we’re getting ready to do forward passage of lines of 3-1 

Marines; and the only good thing that came out of the delay with the breach taking 

an extra four hours was that now it was daylight and that was better than doing the 

passage in darkness. It’s hard enough doing a forward passage of lines in contact 

– because we’re still taking random sniper fi re, guys are jumping out and shooting 

RPGs into Jolan Park, we’re taking some mortar fi re and that one rocket. But now, 

you’ve got a U.S. Army unit doing a passage of lines with a Marine unit in contact, 

so this is about as complex an operation as you can get going here. Cougar is still 

in heavy contact on Phase Line Henry and we had not been able to rehearse the 

passage of lines. As far as we’d gotten was that Major Karcher, our S3, and the S3 

of 3-1 had met and gotten some shared graphics, made sure we’d done all the 

commo. Captain Twaddell had guys in contact so Major Karcher and I decided that 

that was the decisive point in the battle. We bounded up to Phase Line Henry three 

or four blocks over to Jolan Park and linked up with Captain Twaddell – who was 

doing a great job doing the passage of lines. I told him to get back in the fi ght and 

concentrate on the enemy. Major Karcher dismounted and the 3-1 S3 dismounted 

and the two of them stood on the corner talking on the radios. After a little bit of 

friction, they managed to complete the passage of lines and we got contact points 

set up. The challenge of doing a passage of lines is always fi nding the lanes. You’ve 

got to use what works for you, but in an urban environment the lanes are the roads. 

It’s pretty easy to identify them. Everything else is impossible, but that part is easy. 

So we got them on about four lanes and turned to the west. 3-1, over the course of 

about four hours, passes about two of their companies through us and got turned 

down to the west, which then freed up Apache to consolidate and complete actions 

on the objective and secure Jolan Park. As soon as we were sure that was going to 

happen, we pushed Cougar all the way to the southern boundary of our initial objective. Objective Pennsylvania was Jolan Park and Apache got that secured. By 

1230 on the 9th, we got 3-1 passed through us and decided that that night we were 

going to push Charlie 3-8 to what we called Objective Virginia. So they’re going 

to turn the corner from Phase Line Henry onto Fran and attack down to this open 

schoolyard-looking piece of terrain. The thinking behind that was that down in 

Najaf we’d had real good luck. Going back to my thing about the infantry associated with the mechanized formation that, in an urban environment, is pretty much 

committed to protecting the tanks and the Bradleys. Their job is to dismount, grab 

a building, get some elevation, get a piece of decisive terrain and, if the enemy has 

an obstacle set up, they can dismount and clear the obstacle. But they’re not going 

to clear in detail. What we found worked real well in Najaf, and what we’re trying 

to do here in Fallujah, is grab a piece of open terrain – a school, a park – something 

we could take away from the enemy so we could get our mechanized guys good 
123 

fi elds of fi re. What we saw in Najaf was that the enemy’s going to defend that because it’s important to him, too. So you have an opportunity to kill or capture the 

enemy as part of the initial assault, and it gives you a marked advantage in terms 

of terrain. Usually, the enemy will counterattack against that, therefore giving you 

even more of an opportunity to kill or capture him. So we’re trying to do that here. 

As Cougar pushes south on Henry, we start to not have enough of Charlie 3-8 to 

maintain Phase Line Henry. Charlie 2-7 was our reserve and their initial mission 

was to follow and assume Apache’s mission as Apache culminated or got bogged 

down going to Jolan Park; and its secondary mission was to follow and take up the 

slack on Henry so Cougar could continue the attack. Once we knew we had Jolan 

Park, that’s how we committed Comanche. So Comanche comes in, led by Captain 

Chris Brooke – a great offi cer – and he gets onto Phase Line Henry. The S3 and I 

are forward so we’re just talking on the radio. He pulls in there with his company 

and he’s got an unsecured fl ank to the east, unsecured fl ank to the west, he knows 

there are friendly Marines on both of those things, he’s got Charlie 3-8 forward of 

him, and he’s still making contact. The enemy is still counterattacking with those 

two to three man teams, jumping out, using RPGs, so he’s not in there just mopping up the road. I told Charlie 2-7 that they had enemy on their fl anks, they probably had enemy between them and Apache 2-7 and 3-1 Marines, and defi nitely 

between them and 7th RCT. They couldn’t be whipping 25 rounds all over the 

battlefi eld, but using precision fi res they could get it all mopped up. So they secured the road and Captain Brooke had his platoons dismount and took one set of 

buildings on each side of the road. They did have enough infantry, in that case, 

with the Brads on the road in support, to start detailed clearance of at least the fi rst 

set of buildings on both sides of the road. That’s what he spent the next day doing. 

He eventually expanded that to the west – all the way out to the 7th RCT/1st RCT 

boundary. Not your typical secure line of communications (LOC) mission. Anyway, it gets to be about 2300 and we decided to commit Cougar to Objective Virginia. We thought it would be Cougar but we had Alpha 2-7 prepared as well. This 

was our success option where Alpha was sitting on Jolan Park, we’d passed the 

Marines, and Cougar still had enough combat power to turn. At this time, as I recall, I think we’re a good way ahead of 7th RCT. I’d say they were about halfway 

to Fran over on their side. I knew Cougar was going to have an exposed fl ank to 

his west, but when he turned this corner, he’d be doubling the amount of exposure 

because the enemy was going to be on his south. Just to the west of Objective Virginia is the cemetery and we used the same kind of thought process as with Jolan 

Park. Now we’ve taken away their rallying point, the enemy isn’t going to know 

where to go, and so they’ll be congregating in there. We’re getting reports of 10 to 

20 guys milling around here and there and people on the roofs of buildings. When 

they did pick up weapons, the AC-130 was back up again that night and we would 

have them shooting in there. We also had our 120s shooting some prep fi res. The 
124

problem was that there was a protected target – a mosque – near the southwestern 

corner of Objective Virginia. We knew the enemy was going to take advantage of 

that, but we couldn’t strike it until we actually picked those guys up. So Cougar 

turns to the west on Fran and comes down on a couple different axes. Again, same 

basic TTP: we’re going to lead with tanks, attack through the objective, dismount 

and clear back. He does that, gets on the objective and, sure enough, we start taking 

a lot of fi re from that mosque. Of course, by this time, we’ve got dismounted 

squads on the streets, in the buildings and all around there, so we’ve masked all of 

our indirect fi re ability. We can’t shoot an AC-130 on it, can’t shoot 120s, can’t call 

for artillery, and we surely can’t do any kind of CAS or fi xed-wing strikes. We’re 

kind of in a predicament here. I’ve got good comms with Captain Glass. Major 

Karcher and I are sitting on Fran about halfway between Jolan Park and Objective 

Virginia. We get a call from Attack 6, the 1-227 commander, who is our organic 1st 

CAV aviation battalion. They were based out of Camp Taji and we’d worked with 

these guys pretty much on a daily basis when we were up in Taji, so we had a good 

working relationship, good interoperability. So Attack 6 says he thinks he can get 

a Hellfi re missile shot in. It took about 30 minutes. I told Captain Glass to get all 

his dismounted squads, get the situation under control, so at least his guys are in 

buildings so they can be secure. Once we did that, we cleared the objective and 

were able to get two Hellfi res shot in by lasing the target. 1-227 shot two Hellfi res 

into the building and that was it. They destroyed the enemy. I really don’t think 

they were expecting that kind of attack because we were so close to them. We were 

within 100 to 200 meters of the building probably. After the shots, Captain Glass 

did a great job of immediately getting his infantry back on the offensive. They got 

into the building and killed a couple guys, captured a couple more, but really their 

fate was decided prior to the squad getting into the building. So a day and a half 

into the fi ght, we’ve got our Day Two objective, which was Objective Virginia. We 

thought it would take us a day to get to Jolan Park, another day to get to Virginia, 

and then a third day to get down to Ohio and Kentucky, which were the two bridges. We’re already a little bit ahead of schedule and we had a long discussion about 

whether we should hold what we got during the day time and wait for another night 

– because we were really having our way with the enemy at night because of our 

optics. At this time, 3-1 was fi ghting but they were doing well; and 3-5 was up in 

the northwest corner of the city, which was their objective. They were in some really tough terrain and rooting the enemy out down there. I called Colonel Shupp 

and told him what we had and where we were. I said that I believed we could continue the attack, if that was his intent, or if he wanted we could continue to hold 

and consolidate what we had. He said to continue the attack. Now we had a couple 

different options. We could have pushed Cougar down to the bridges – Ohio in the 

north and Kentucky in the south. The good news is that the far side of the bridges 

had been secured by one of the Marine reconnaissance units and the enemy didn’t 
125 

have the ability to counterattack us across the bridges. The Marine UAVs were 

looking, all the aircraft we had up were looking, and they were all saying there 

were 10 to 20 man dismounted defenses around these things. We assumed – especially Ohio, the contractor bridge – that they had a psychological or information 

operations (IO) importance. Our IPB said there would be about a platoon of dismounts, RPGs and some automatic weapons at these two places, so I didn’t think 

we needed to send the tanks. They had just fought all night. Apache had fought all 

day and all night in Jolan Park, lost a couple guys to casualties, but basically had 

been static for about 12 hours. So we decided to have Apache go up to Henry, go 

south of Henry and come down Fran and conduct two platoon-sized attacks against 

those bridges and take Objectives Ohio and Kentucky. Captain Twaddell came 

back up on the net and said he could do that. But as he was looking at it, he wanted 

to go south of Objective Virginia and take Kentucky and then attack up into Objective Ohio from the south into the north. Everything had been a north to south fi ght 

and he thought that attacking south to North would give him a marked advantage 

over the enemy. He also didn’t want to get in between Jolan Park and Objective 

Virginia, because he had to turn over Jolan Park to the Marines and Cougar was 

sitting up on Objective Virginia. He didn’t want to shoot the gap in between those 

two guys because there wasn’t a lot of room. Captain Twaddell had done everything I’d asked him to do and he did a great job down in Najaf. And you know, the 

ability to acknowledge that one of your guys doing the fi ght might have a better 

idea than you is not something that’s lost on me, so I told him if that’s what he 

wanted to do, he could do it. He started that attack at about 0900 on the 10th. He 

made some contact as he was going south around Objective Virginia and that was 

then in the southernmost fl ank of 1st RCT. He got to Objective Kentucky, the enemy had a squad or two sized element on there, but it was downhill and the 25 

millimeter Bradley machine guns made quick work of that defense. They dismounted when they got there and the Navy SEALs we had attached to us as snipers 

weren’t doing anything. I asked their platoon leader if he knew anything about 

explosives and he did, so we put him in the back of Captain Twaddell’s Bradley 

and he went down there with an infantry squad and checked out the bridge so he 

could render a good report. We weren’t going to try and cross it; that wasn’t part of 

the plan. We just had to render a report on whether any visible explosives had been 

wired or detonated. Then they continued the attack south to north and saw the same 

type of thing: 10 to 15 guys on Objective Ohio trying to make some impassioned 

last stand that lasted all of about three or four minutes. They secured Objective 

Ohio and they were all done early on the afternoon of the 10th. It’s now starting to 

get dark. Since we’d taken the objectives, we didn’t want to give them up so we 

called back to 1st RCT and cross-talked with 3-1 and 3-5, because we weren’t sure 

which one of them was going to take the bridges. It was very unlikely that the enemy was going to try and take those back; and if they did, it wasn’t going to be 
126

much of a defense. Our other option was trying to do a battle handoff between a 

Marine platoon and an Army platoon at night. What we recommended, and what 

Colonel Shupp agreed to, was that we’d pull off those objectives, maintain overwatch and let the Marines come up and take them over that way, instead of doing 

a physical handoff of the two objectives. I think 3-5 was the one who eventually 

ended up doing that. Now it’s the night of the 10th around 2100 and we’ve accomplished the fi rst 72 hours worth of objectives. The Marines are having a good but 

tough fi ght, they have some causalities, but they’re rooting out the last pockets of 

the enemy in the 1st RCT sector. They’re well on their way to having that secured 

and I think they got that clearance complete and got out to Phase Line Fran around 

the morning of the 11th. So it took them about 48 hours. At this point, we’ve got 

Apache down by Ohio and Kentucky in overwatch; we’ve got Cougar on Virginia 

screening along Phase Line Fran and then the southern road that runs from Henry 

to Objective Kentucky. Comanche 2-7 has got Phase Line Henry from Fran back 

to the train station secured, and that’s where we stood on the night of the 10th.

MM: Can you tell me a little bit about the SEALs that were with you?

JR: They were snipers that we had attached to our companies. We had done 

the same thing down in Najaf and it worked really well in Fallujah as well. These 

sniper teams come with a real good capability because they’re all joint tactical air 

controller (JTAC) qualifi ed and can call fi res also. So we put them with our companies and when we got to a key piece of terrain – an extra tall building or a real good 

fi eld of fi re – we’d dismount them and put them in there. We’d use that cover to 

get them in position and secure them. We’d give them quick reaction force (QRF) 

capability, so if they had to break contact, they can get back to you. That worked 

pretty well. Their platoon leader would be in our TOC, usually. It was a good improvisation and my XO, Major Jackson, was the one who thought of that. Okay, so 

it’s the night of the 10th and we’re about a good solid day and a half ahead in terms 

of 2-7, and a day ahead in terms of 1st RCT. The original plan was for 7th RCT to 

take the other three quarters of the city, to attack south and kind of wheel around 

and attack the southwestern quadrant last. They had a tough fi ght over there, and 

no plan survives contact with the enemy. What’s really happening is 7th RCT and 

1st RCT are about on line and they’ve each taken about a quarter of the city. Their 

quarter was bigger, obviously. So we’re all arrayed on Phase Line Fran and this is 

when we had the conversation – the night of the 10th, morning of the 11th – where 

there was some talk about 2-7 moving over to 7th RCT and completing that attack. 

I was actually talking to Colonel Shupp while we were on Phase Line Henry at 

this mosque and General Richard Natonski, the 1st MARDIV commander, rolled 

up and we had a quick huddle. I just told him that it was not easy to break contact, 

disengage, get back and go get integrated in a new regimental combat team, so I offered the suggestion of just continuing the attack south along Phase Line Henry. It 
127 

would just be easier, purely from a re-task organization perspective for 2-7. I don’t 

know what the rest of the conversation was after that. He and Colonel Shupp talked 

for a while and, basically, Colonel Shupp came back and gave us the new mission 

of continuing the attack to the south. He wanted me to continue to attack down 

to Phase Line Henry all the way down to the southern part of the city. Then his 

plan was to take 3-1 and 3-5 and push them through the urban area to the south. So 

between 11 and 13 November, we continued the attack with Cougar down Phase 

Line Henry from Fran all the way down to the south. We attacked with Charlie 3-8 

and Alpha 2-7 on the night of the 11th. We attacked down to the south – not on a 

clearance mission – but we did pick some zones where we thought the enemy was 

concentrated based on terrain and intelligence. Cougar continued down Phase Line 

Henry all the way down to the southern part of the city. Alpha 2-7 launched from 

Phase Line Fran – again picking up one or two roads per platoon – and attacked 

about halfway through that fourth quadrant, about two kilometers into the city. 

They made really heavy contact there.

MM: Was that about the 13th when Captain Twaddell’s Bradley got hit?

JR: Right. The 13th was a bad day. We were fi ghting nonstop and were pushing the Bradleys and the mech platoons into that southern part of the city to try and 

prep it. We knew we couldn’t clear it all. We knew 3-5 and 3-1, primarily, were 

coming behind us and our guys were in there really trying to make contact with 

the enemy. By this time, the enemy wasn’t stupid, so they’re not really looking to 

make contact with tanks and Bradleys. They’d shot their best stuff at us, they’d 

shot RPGs, but the tanks are still out there. Every time they shot at a Bradley, 

they got a 25 millimeter response followed by dismounted infantry squads, so my 

assessment was that the enemy wasn’t going to make contact with us unless we 

found them. We’re pushing into these urban areas, knowing that the Marines are 

going to have to go building to building behind us. My guidance to the company 

commanders was to get in there and destroy the enemy where you can because, if 

not, he’s going to be fi ghting on his terms inside a building against the Marines. So 

we got in there and had several small engagements. The enemy really got a lucky 

shot into the ramp of Apache 6, Captain Twaddell’s Bradley. They had a couple of 

seriously wounded guys in there and the commander’s vehicle is now inoperable. 

I’m listening to all of this on the radio, and I’m about fi ve blocks north of that when 

it happened. I’m just thinking that it sounded like the beginning of a Black Hawk 

Down kind of thing, but we had some unbelievable heroism on the part of some 

young soldiers. Specialist Scott Cogil – Captain Twaddell’s medic – jumps out of 

the back of one Bradley, runs through open fi re and gets in to the casualties. One 

of our sergeants had his arm blown off by the RPG and he got in there, put a tourniquet on, and saved his life. The guys in the back of the Bradley were seriously 

wounded but were still trying to do buddy aid on each other. Captain Twaddell has 
128

wounded guys but he’s up there staying in charge of his company. Lieutenant Michael Duran and Lieutenant Daniel Kilgore, the two mech platoon leaders, moved 

to the location, got a good security perimeter and continued to engage and destroy 

the enemy. Over on Phase Line Henry, at about the same time, is where we had 

the engagement with 3d Platoon of Apache where they took some pretty heavy fi re 

from a building dismounted. The enemy had built a bunker inside the room so they 

survived the initial entry blast; and as our guys went into the room, they opened up 

with an RPK machine gun and infl icted fi ve casualties out of the squad in seconds. 

So we get everybody out on the street and the enemy is up on the roof throwing 

grenades down into the alleyway. Almost the entire squad is wounded at this time. 

Specialist Jose Velez had a squad automatic weapon (SAW) and basically stood 

over three of his wounded comrades in the alleyway and returned fi re, suppressing 

the enemy and keeping them off the wall so they couldn’t thrown grenades. He 

got hit by a sniper and unfortunately lost his life. He earned the Silver Star doing 

that. And Specialist Benny Alicea, who was in the same squad and was already 

wounded at this point by a grenade fragment that hit him in the leg and lower back, 

he stepped up and did the same thing. He put his body in between the enemy and 

continued with the SAW until the rest of the platoon could get up, get a Bradley in 

there, and start suppressing with 25s so they can evac the casualties. Then one of 

our armor platoons under Lieutenant Matt Wojcik moved to the location and was 

able to put a tank section’s worth of fi res into the building – and the enemy that 

survived actually surrendered. As a result of just that one squad contact in the alleyway, both Alicea and Velez were awarded the Silver Star. Unfortunately, Velez’s 

was awarded posthumously. But it was just unbelievable heroism and bravery and 

small unit leadership, and that engagement was indicative of what was happening 

everywhere: Marines, 2-2 Infantry, 2-7 – just all over the battlefi eld. In another 

instance, Cougar had lost one of his tanks; the vision block had been blown out. 

The platoon leader and the TC had both been wounded and evacuated, so Sergeant 

Jonathan Shields was trying to get the tank back to the task force support area. He 

was a great young sergeant trying to get his tank fi xed so he could get back to the 

fi ght, get back to his buddies. The TC’s hatch had been damaged by the RPG round 

and he’s up in that hatch. Well, the tank went into a 60-foot strip mine that was 

north of the train station that nobody knew was there; the tank fl ipped and unfortunately he lost his life. That was a great young sergeant. All he could think about 

was getting back and getting the tank fi xed, or jumping on another tank and getting 

back in the fi ght, because he knew his buddies were at it. For me, that’s the main 

difference between our soldiers / Marines and the enemy fi ghters. The enemy had 

some committed fi ghters and some competent fi ghters; and they had strategic leadership and operational level leadership just like we do. A different value system 

but effective. The difference is the enemy doesn’t have the young sergeants like we 

do and the fi re team leaders like Alicea and guys like Sergeant Shields. When you 
129 

make contact, four enemy equals four fi ghters; for us, though, four Marines or four 

soldiers equal a well-trained fi re team led by competent leadership. “Go where I 

go. Do what I do.” That carried the day in every single engagement that I saw in 

Fallujah and in Najaf.

MM: One of your soldiers was kind enough to drop off the memorial ceremony sheets. I’ve got Sergeant Shields and Specialist Velez’s pictures here from 

the ceremony.

JR: That would be a good one to put on the cover of the book. That’s what it’s 

all about. They were very tough losses. You can say the battalion fought a tough 

fi ght and only lost two guys, but to me that’s ludicrous. Others may say it was a 

big success, but whenever you lose an American fi ghting man in your command it 

was not a success. We accomplished our objectives, we destroyed the enemy and 

it was a big victory for the U.S., but it’s never going to be a great thing based on 

guys like that making the ultimate sacrifi ce for their country. So, we’re back on 

the 11th, 12th and 13th, continuing these spoiling attacks with Apache 2-7 and trying to make contact. Cougar is dominating the road to the south – again, exposed 

fl anks on both sides, pretty steady contact here and there. Sniper fi re is dying down 

now, so are the RPG fi res. 3-1 is moving behind Apache. The last piece is that the 

Marines were making pretty steady contact; and as they got south after they passed 

through Apache, there was some great work by some young company commanders like Captain Glass and his Marine counterparts who were down there talking 

to each other and coordinating the fi ght. He would ask where they were, what 

their next objective was. As a preparatory shaping operation to that, Captain Glass 

would take a tank section and attack east to west along an avenue of approach 

which would put him in proximity of those objectives, hopefully drawing fi re from 

the enemy. That would then give us the ROE we needed to engage and destroy the 

objective, shape the fi res, and greatly reduce the casualties that the Marines would 

take. We had real good crosstalk. About the night of the 13th, we got another mission to continue the attack all the way to the south and continue to conduct those 

attacks in support of 3-1, and that lasted until about the 19th. Then we pretty much 

controlled Henry all the way to the train station with Charlie 2-7 and to the southern outskirts of the city with Charlie 3-8. On the night of the 19th, we were told 

that the Marines had it under control from there and they released 2-7 to get back 

in the fi ght with 1st CAV.

MM: During the last few days as Charlie 2-7 is controlling that LOC, is he 

pretty much constantly still under fi re?

JR: Yes. I need to talk about that. He’s got a seam between him and 7th RCT. 

Apparently, there were 5,000 to 10,000 enemy in the city at one time and I don’t 

know how many of them stayed and fought, how many left, or how many fl ed. 
130

There were a lot of them in 2-7’s axis of advance and zone of attack. The enemy’s 

basic strategy was to stay in three to four man pockets, stay behind in the buildings, and wait for somebody to come into the buildings in order to take away the 

advantage of indirect fi res and all the other advantages we had over them. By now, 

we’re monitoring all this and we know what’s happening to the Marines. They 

went into one building and the enemy detonated the building on them; there were 

several buildings where the enemy had set booby traps and IEDs. The one incident 

we had was where the enemy had built a bunker inside a building and there were 

satchel charges. So inside the buildings was no way to do business. My guidance to 

Captain Chris Brooke was that he needed to destroy those pockets of enemy but he 

needed to make contact on his terms. Chris spent the whole time with some great 

sergeants and platoon leaders dismounting and moving fi re teams through the urban area, making contact with the enemy, breaking contact, remounting, and then 

destroying the enemy in detail both mounted and with fi res. He basically made 

movement to contact to make contact, fi x the enemy, back up so he could clear 

fi res, and then destroyed them primarily with the 120 millimeter mortars. We were 

so confi dent in those things: you can shoot them behind you; you can shoot them 

between units. As long as you’re confi dent in the grid you’re calling, you’re going 

to hit exactly what you shot at, and that was a great asset. The 4th Battalion of Iraqi 

Army was OPCON’d to 2-7, basically to pick up that security of Phase Line Henry 

from Fran back to the north. I tasked Captain Brooke to integrate them and he did a 

great job of that. He used them to do the search and security missions. They’d fi nd 

a cache, maintain security on it, which then let Chris maintain his combat power 

for these mounted and dismounted urban search and attack missions he had to do 

to clean up that scene. Basically, three companies in heavy contact at the same 

time, all different fi ghts but all doing a great job, and it’s 100 percent due to the 

skill and the will of the individual soldiers and Marines, which was very high. The 

real difference maker, I would say, was from team leader through platoon leader, 

and then three great company commanders.

MM: In your unit’s AAR comments, they have a slice in there on roles and 

missions. They have the commander managing the chaos, the XO controlling the 

fi res and the S3 controlling maneuver. Do you have any comments about that, particularly your role in managing the chaos?

JR: We made that slide when we came back because we really wanted to capture these lessons for efforts like yours. We did some offi cer professional developments (OPDs) with other units that were deploying, and this was just something 

Major Karcher, Major Jackson, Sergeant Major Timothy Mace and I, along with 

the platoon leaders’ and company commanders’ input, put together. In my career 

growing up as a platoon leader and a company commander, I’d spent a lot of time 

and energy trying to get my guys going, trying to get the support by fi re position 
131 

up, trying to get a squad to bound – all the way back to platoon live-fi re stuff. 

However, the thing I was struck by is that that’s not what happens. In the absence 

of guidance, these great soldiers are going to act. They want to make contact with 

the enemy. They want to do their job and, quite frankly, within the ROE, they want 

to kill everybody they can kill. The challenge as a commander is harnessing that 

energy and that violence of action – because they’re going to go somewhere. It’s 

not about getting them to go; it’s about getting them to go where you want and 

stopping a company when you need to stop them so you can get your other company up on line. Like in the beginning of the fi ght when Cougar’s out on Henry: 

their whole purpose is to stay parallel with Apache, secure Apache on the fl ank, 

and give them the ability to get out or be able to counterattack. Well, left to their 

own devices, Cougar would have attacked all the way through the city the fi rst 

night. The ability to know where you’re at on the battlefi eld is important, so you 

can do things like call fi re. There’s no doubt about it: you can’t win at anything 

without infantrymen on the ground physically taking it. But the easiest, most effective and least casualty-producing-on-friendly-forces way to fi ght the enemy – even 

in an urban environment – is with fi res, and Major Jackson did an incredible job, 

as did all the guys in the TOC. But in order for them to be able to their job, my 

job as commander was to make sure we knew where everybody was and that we 

were controlling that violence. The best analogy I ever heard came from one of 

my former company commanders. He said that fi ghting in an urban environment 

was like playing tackle football in a hallway. Then you throw tanks and Bradleys 

in there and it’s like a demolition derby in a hallway – and that’s the kind of chaos 

you need to manage. You’re the guy behind the main effort company or in between 

two companies, and you listen to the radios, leverage your digital systems and you 

pay attention to who’s really where and make sure you’re doing the right thing.

MM: One of the Marine battalion commanders was telling me that, in the 

course of planning this operation when they were discussing the ROE, he said your 

S3 raised his hand and said something to the effect of, “When you unleash a heavy 

mech battalion like this in the city, it’s going to be Armageddon.” That apparently 

got somebody’s attention.

JR: [Laughter] Well, I don’t know about that. But, you know, they know that. 

Colonel Shupp and Lieutenant Colonels Willy Buhl and Pat Malay are career infantrymen. Marine infantry and Army infantry are probably closer than Army infantry is with other branches in the Army. They’re pros, but maybe they do have a 

bit of angst: they don’t have Bradleys and they don’t fi ght mech warfare the same 

way we do. But at the risk of overstating the obvious, we did go to great pains 

to point out to them that a mechanized task force is not a precision instrument. 

Things are going to get broken and there’s going to be some damage. Sometimes, 

when a sniper is placing effective fi re on somebody and, depending on where he’s 
132

at – and the fact that we can see him wherever he’s at – sometimes we’re going 

to shoot a tank main gun round at a sniper, which happened a lot. It does break a 

lot of stuff and those 120 millimeter mortars are great. We shot 580 of them, and 

every single one of them is going to destroy something. Literally leveling buildings with mortars. I think some of the Marines would tell you the same thing, that 

those guns were one of the big lifesavers out on the battlefi eld – a big enemy killer 

and a devastating weapon system. So out there on the battlefi eld, that’s kind of 

how we divided the labor with the two majors. I would fi gure out what’s going 

on, I’ll talk to Company Commanders and control the big picture. Major Karcher 

knew the plan and, passed down from me, he issued clear, direct task and purpose 

orders. He would listen to what I would tell the company commanders and would 

follow up on it to make sure it happened, make sure they understood exactly what 

I meant. He would look at implications of that movement to other things in the task 

force and would make sure we were adjusting a phase line or moving a fi re support 

coordination measure. Calling over to 3-1 and reporting back to the TOC. Major 

Jackson did a great job as well, and his task was to fi ght the fi res. He kept me out 

of the business of worrying about which aircraft is doing what to who. He did all 

that, using the UAVs and mIRC Chat and all the other intel capabilities. And oh by 

the way, we lost six tanks and at least three or four Bradleys, and were shooting 

ungodly amounts of ammo. Going back to what I said earlier about the 1st CAV. 

Colonel Murray called me one time and said, “Do you want them with crews or 

without crews?” That’s all he said. The guy was in charge of the Green Zone in 

Baghdad – the one place they can’t fail in all of Iraq. He’s talking about sending us 

tanks, fully loaded tanks with ammo and crews if we’d asked for them. We’d get 

the helicopters fl ying us mortar ammo in conditions that nobody had any business 

fl ying in. All that was because of Major Jackson and the BN TF staff, they made 

that happen.

MM: Is there one overarching point that stands out from the battle of Fallujah 

that new battalion commanders should know?

JR: Something that is obvious, but needs to be said, is that I was struck and 

amazed and will forever be humbled by the selfl essness and lethality of the American fi ghting man: Marine and soldier, tanker and infantryman. They are an absolutely unbelievable treasure that our country has. And it’s not about leading them 

in combat; it’s about watching them and serving with them. To watch these guys 

look at a building full of bad guys that they know are in there, to watch them look 

at their buddy and look at their team leader and go, “Hell yeah, we can do this.” 

They went building after building, block after block and won every single fi ght. 

This is Fallujah, the last stronghold, the last bastion of the insurgency, the most 

diehard guys – and these young fi re teams, these squads and platoons just whipped 

their ass. We had the best company commanders that I’ve ever served with, not just 
133 

in 2-7 but across that whole formation. The stuff we ask company commanders to 

do on the modern battlefi eld exceeds what battalion and brigade commanders have 

done in history. That’s my number one observation. From a tactical lessons learned 

standpoint, mechanized forces can fi ght in urban terrain and can be absolutely lethal and devastating. We have the best equipment in the world, period. When you 

talk about the commander’s independent thermal viewer (CITV) systems on the 

Bradleys and the tanks, you basically have turned a section of tanks into a platoon 

of tanks and a section of Bradleys into platoon of Bradleys. You can put two tanks 

at an intersection and they can control all four of those roads. There are 11,000 

rounds of coax on the tank, not to mention the main gun rounds and the 25 millimeter on the Bradleys. If you take a round from a building, you can respond. They had 

an asymmetric enemy running around shooting sniper rounds and whipping RPGs 

at us, and a section of Bradleys can suppress the face of a 10-story building and kill 

everybody in it with relative precision. They can hit a window the enemy is shooting from and do so without causing damage and casualties they don’t intend to. As 

long as the infantrymen organic to that mech task force understand that their task 

and purpose is to protect the tanks and Bradleys, and that there’s a supporting force 

that’s larger than that mechanized formation. Don’t get me wrong: if you’re going 

to clear and secure urban terrain, you’re always going to need to have dismounted 

light infantrymen – guys like the 3-1 and 3-5 Marines and all the other guys that 

fought. But if you’re going to go in and destroy the enemy, gain a key piece of terrain and take something important away from the enemy in an urban environment, 

I believe that not only can you do that mounted with mechanized forces. You can 

also do it faster, with more effect on the enemy and way fewer casualties by going 

with that mounted tank and Bradley/dismounted infantry mix – as long as you have 

good fi re support. I caveat all that by saying that that was Iraq and the battle of Fallujah. It worked for us in Najaf and Fallujah, although there’s always going to be a 

caution against learning lessons and then applying them to a different enemy on a 

different piece of terrain. The enemy we faced was a dedicated, committed enemy; 

he was well trained by insurgent standards and defi nitely well equipped; he also 

had a good amount of time to prep his defense and had decent communications 

– but he was still nothing compared to U.S. forces. He was a pretty competent enemy, but he was absolutely devastated in every engagement we had with him. That 

would be the thing I learned over the course of a year as a mech battalion task force 

commander in Iraq, because I would not have thought that going in necessarily.

MM: Is there anything else you’d like to add?

JR: I’ve taken a lot of your time already, Matt, but I’m glad you’re doing this. 

MM: Thank you very much for your time.

135 

Major (Dr.) Lisa DeWitt

23 April 2006

MM: This is Sunday, April 23, 2006. My name is Matt Matthews (MM) and I’m 

an historian with the Combat Studies Institute at Fort Leavenworth, Kansas. Today 

I’m interviewing Major Lisa DeWitt (LD), who was the surgeon for 2d Battalion, 2d Infantry Regiment, or Task Force 2-2, during Operation Phantom Fury. To 

start off, could you please give me some background information on where you 

were born, where you grew up, where you went to school, how you were commissioned?

LD: I was born in Miami, Florida, but I grew up in north Georgia. I did most of my 

schooling, including college and some post-graduate in Florida. I graduated from 

Florida State University. I went to medical school at Southeastern College of Osteopathic Medicine, which was in North Miami Beach at the time. Now it’s called 

Nova Southeastern. It’s in Fort Lauderdale, Florida. So I did my internship in West 

Palm Beach, Florida, then I did a three-year emergency medicine residency training in Chicago. I graduated from that training program in 1993 and stayed up there 

for a couple more years. I then moved back to Florida and, in 1998, I was a residency program director for the emergency medicine residency training program. 

I was working real hard in emergency rooms, very busy ERs, and training and 

teaching. Then September 11th happened and I decided to serve my country. I felt, 

as an ER doctor, I’d be of good use so I joined the Florida Army National Guard. I 

actually was commissioned as a major on April 30, 2003, so next week is my third 

year anniversary in the military.

MM: That’s incredible.

LD: So primarily, having a civilian life and being 41 years old when I was commissioned, I did three drill weekends, two soldier readiness processings (SRP) where 

we just did physicals and stuff, and then I went and did two weeks of Offi cer Basic 

Course for the reserve component of the Army Medical Department (AMEDD). 

Right after I graduated from the Offi cer Basic Course, two weeks later, I was deployed, which was my goal: I was itching to get downrange. However, I was quite 

sad that they were only going to send me to Kuwait. I even called up the state surgeon: “With all due respect, sir, I’m an emergency physician. Don’t you want to put 

me with that infantry battalion that’s in Iraq?” They were in Ramadi at the time. He 

said, “You know, honey, I know you’re no powder puff, but we’re going to put you 

in Kuwait.” So I was the troop medical clinic doctor for Camp Victory in Kuwait. 

The volume of that camp was anywhere from 2,000 to 11,500. We did a lot of sick 

calls, took care of a lot of soldiers and Marines. But for the most part, it wasn’t a lot 

of trauma. It was mainly urgency/emergency. As a reservist, you only have to do 
136

90 days boots on the ground. I left here in the middle of October 2003 and then, by 

the time my 90 days was up, it was January; but my Florida Army National Guard 

medical unit, they only had 45 more days left until their 365 boots on the ground, 

so I volunteered for another 90 days. I stayed with them for another month and a 

half. Four and a half months in Kuwait, they’re going home and I still have a little 

time left on my second 90 days. So I went over to another camp, started bumming 

around and found somebody that had a caduceus on their collar, which happened 

to be a Medical Service Corps (MSC) offi cer. I asked if I could bum with them and 

get attached to them. They went on north to Kirkuk; they were actually the 25th 

Infantry Division (ID). I, through a bunch of emails, got orders attached to them 

with their blessing and everything – and they wanted an extra doctor. Now, when 

my unit went home and my orders came through, all I had to do was get to them. 

So, I decided the best way to see the country would be to hitch a ride on a heavy 

equipment transporter (HET) convoy with a California Guard unit and I drove all 

through Iraq. It took about a week. They dropped me off in Tikrit, so now I was 

closer to Kirkuk. Then I was kind of squatting, living out of an abandoned building 

behind the Division Support Command (DISCOM) commander’s surgeon’s building. Then the division support commander found out I was an ER doctor and he 

changed my orders to send me down to Ba’qubah, because they were seeing more 

traumas than Kirkuk. So I hitched a ride on a convoy down to Ba’qubah. I was 

there about nine days when the support battalion I was working for said that 2-2 

Infantry, which was a little bit farther out in the boonies, had to send their battalion 

surgeon home. Evidently he failed his boards or something like that.

MM: I think Lieutenant Colonel Pete Newell, the 2-2 commander, told me he 

could very well have been the worst doctor in the Army.

LD: Well, no, I tell you what, I’m going to stick up for this poor kid. He had 

done four years of medical school, a one-year psychiatric internship, and the Army 

throws him in the front fi ghting lines of a mechanized infantry battalion seeing 

trauma. So the Army really did this doctor a lot of disservice by doing that. But that 

being said, the guy really had very little time to study for part three of his boards 

during all of this, so he failed them, so now they have to send him home. Also, 

he doesn’t know anything about trauma. I’m this seasoned, experienced, teaching 

ER doctor and I’m right at home with that kind of stuff – plus too, I like guys and 

guns and boys and mud and camping, so I was in my element. I went up there to 

Muqdadiayh, which was an hour east/northeast of Ba’qubah, and I felt at home the 

minute we drove in the gate. I really realized that this is the right place. I arrived 

there about three weeks after 2-2 had established that camp at Forward Operating 

Base (FOB) Normandy. I stayed with them the whole year. So, I spent four and half 

months in Kuwait and a year in Iraq – and that’s my story and I’m sticking to it.
137 

MM: Can you talk me through when you fi rst found out that 2-2 might have to go 

on this operation with the Marines?

LD: We kind of knew that it was in the talking phase; there were a lot of different hot beds that were kicking off. If you remember, Samarra was kicking off. We 

were keeping abreast of all this and we kind of knew Fallujah was going to be 

an operation; we just didn’t know when. We were getting ourselves prepared. Of 

course, Lieutenant (now Captain) Greg McCrum, my physician’s assistant (PA) 

and I, when we would talk about it, we knew that if we were going to do anything 

major, I said, “You’re not leaving me behind, we’re going together.” He said, “Oh 

yeah, we can probably get backfi lled, just like we did in Najaf back in April when 

we did that operation.” From the beginning, it was always thought that both Greg 

and I and a certain element of our medical platoon would go, and then we would 

get backfi lled. And that’s exactly what we did. We had a PA come up and stay with 

the platoon, some other medics came up and augmented the battalion in the rear, 

and then both Greg and I and 10 medics went forward. My platoon leader, Lieutenant Chris Carlson, he was actually on leave and didn’t come back until after we 

were already out in the fi eld and they brought him in.

MM: You mentioned Greg McCrum. Can you tell me something about him?

LD: [Laughter] Okay, let’s see. Captain Greg McCrum: he’s a maniac; he’s a wild 

man. He is married, has two children, and his second child was born in the summer. 

He was able to go home and spend less than 48 hours with his daughter after she 

was born before he had to return and then see her again six months later when he 

went home. He used to be an 18D [Military Occupational Specialty 18D: Special 

Forces medical sergeant] with the 7th Special Forces Group, so he’s a Special 

Forces medic and then he went to PA school. He’s very aggressive as far as wanting to learn, wanting to do things right. He’s extremely intelligent, so he and I 

could always talk intellectually, medically, didactically about cases, and he knew 

a lot of areas that I didn’t. There are things they teach 18Ds, especially in more 

primary care. He knew dentistry a little bit more than I did. He defi nitely knew 

tactical stuff way more than I did. But I had more knowledge in anything that was 

emergency medicine. We communicated fairly well together and I always thought 

of him as a partner, not as subservient or a subordinate. We were a team, which 

was good.

MM: Could you tell me about your preparations to leave FOB Normandy to go 

down to Camp Fallujah?

LD: The biggest thing was we got our personnel situated, about which medics 

would come with us and which would stay in the rear. I wasn’t really involved with 

who; it didn’t matter to me which ones came. For Greg and me, we would do a lot 

of talking about what to anticipate. In terms of being out in the fi eld, my only other 
138

big operation was Najaf and we sat out in the fi eld: we all had cots that you could 

pop and lay on. We knew this was going to be an operation where we were going 

to be in the fi eld and fi ghting and you were going to sleep wherever you could. It 

was preparation of things you would need to just live and survive. And then as far 

as medically, our big thing was we were not going to rely on the normal chains of 

medical resupply. I think this is a good key thought: we brought a fi ve-ton truck 

with us and that was our medical resupply truck. So the vehicles we took, we had 

a Humvee, which was our command and control; we had ‘113 tracked ambulances 

– the two front line ambulances (FLA) and two tracked ambulances; the fi ve-ton 

and then the ‘577 which was our treatment track. We went down there in serials, 

staged at Camp Fallujah, and the time up until we went down to Fallujah was just 

a matter of making sure we had all our supplies. That was never really a big issue. 

We knew what we had to take and we already had it prepackaged.

MM: The commander of your particular serial that went down there, was that commanded by Captain Sean Sims? 

LD: Yes, it was.

MM: Did you know him fairly well?

LD: Yes, I did. In my serial, my wing man was Staff Sergeant Esteban Alvarado 

and he was going to be the medic noncommissioned offi cer in charge (NCOIC) for 

us when we were in this operation. He and I drove an FLA down there in the last 

serial and my serial convoy commander was Captain Sims. We went down to Warhorse and staged there momentarily until we went on to Fallujah. I have to say that 

Sean was very calm. He’s a very mild-mannered guy and not the typical personality you would expect with somebody who’s a very successful infantry company 

commander. He had such a genteel nature to him, and everybody loved him and 

respected him. Going down there, you would think he would be all stressed out, 

and he wasn’t. He was keeping his mind on track, doing what needed to be done. 

I’ll tell you, Matt, that I’m the type of person who can always fi nd ways to acquire 

things and go about getting things for soldiers outside the normal channels. I did 

things the unconventional way. We were all staged, nobody’s allowed to leave 

their vehicle but, of course, we always had that need to get ice for our cooler that 

kept one of our medications refrigerated. So I went over to the fi rst sergeant and 

Captain Sims and I said, “Hey, I need to go over to the chow hall and get some ice 

for our cooler. Is it okay if we run over there and get that?” He said, “Yeah, just 

take your FLA and drive over there.” I said, “Okay.” So we left the convoy, Staff 

Sergeant Alvarado and I, and we’re happy because we’re on a little run. So we go 

to the chow hall, and not only do we get ice for our cooler, but we stopped off at 

the little ice cream bar and got a couple burger and grilled cheese sandwich trays to 

bring back. I got a bunch of orange sodas. When I came back, I went over to Sean 
139 

and said, “Hey, Sean, can I get you something? You want something to drink?” 

He says, “No, I’ve got water.” And I said, “Hey, Sean, I have an orange soda, you 

want one of those?” He looked at me, his eyes got wide, and he said, “Yeah, you 

have an orange soda?” And I said, “Sure, come on over here.” He was so polite 

and so sweet, and here I’m thinking, “This guy has all this heavy, heavy pressure 

on his shoulders. I mean, we’re about to enter a fi ght that hasn’t been done since 

before the war. He’s got to get this whole serial down there without getting hit and 

he’s got such pressure on him: he’s the company commander of our main fi ghting 

company. 

MM: Which would be Alpha Company.

LD: Right. And yet he was just very thankful for the orange soda. He was a real 

good guy.

MM: Were there any eyebrows raised that there was a female in this infantry unit, 

and that you were actually going to be so close to the combat there? Did that ever 

present any problems or anything?

LD: No, not at all. We had actually three female medics with us, too. We had been 

doing operations all the time. I went out on missions with the civil affairs (CA) 

and the civil-military (S5) shop doing clinic evaluations and city council meetings 

– and we were routinely targeted or hit. That was not a big deal. Being female, the 

issue was never raised at all.

MM: Can you tell me a little bit about when you arrived at Camp Fallujah and 

when you met the Marines for the fi rst time? Were there any issues with the Marines? Did they treat you guys okay?

LD: Camp Fallujah, which is a Marine camp, had prepared by setting up all these 

large tents on one side of the camp, where all the units that were coming in would 

be staged. For me, it looked just like back in Kuwait again: all this dusty desert 

stuff, and the sand was like talcum powder, especially with all the tanks driving 

through constantly. We staged all our vehicles and then we had to walk over this 

berm to our tents. They already had the cots set up in them. So, we were going 

to leave our duffl e bags there; that was our resupply personal duffl e bag, and we 

were only taking our rucksacks with us. Now, I actually didn’t have a rucksack, so 

I used a jump bag that somebody had given me, but that was all you were taking 

with you out to the fi eld. We had no clue as to when we were going to be coming 

back to these tents. So, when we were staged at this tent, the only contact we really 

had with the Marines was when we went over to visit their Marine hospital. I went 

over to make face and meet the doctors and people. It’s the equivalent of a combat 

support hospital (CSH): there were Navy medical care providers for a surgical 

unit and an ER and a medical facility. They were in a hardened building. I just met 
140

them briefl y, but I did fi nd out that their nurses over there had women’s showers 

that were actually nice. Whereas, over where we were staged – remember, I’ve got 

three female medics with me and myself. There was another unit, I think, that had 

a female that was staying in the rear, but I think we were the only females out in 

the fi eld. The tents and the shower trailers they had up, they had designated that 

one shower trailer would be for females for only one or two hours of the day. Well, 

it happened to be the shower trailer that had no electricity and had only cold water. 

So of course, like I said, I’ll fi nd ways to go around and get what I need and my 

soldiers need. We females drove across to the other side and snuck into the nurse’s 

showers, which were really, really nice, comparatively speaking. They had a bench 

that you could lay your things out on. It was clean, they had warm water, and we 

were in seventh heaven over there. So, we were able to shower before we left for 

the fi eld, and I think we stayed there two nights in the tent. The tent was where 

all the females and males stayed; and again, there are only four of us females. But 

we’re all like family, we knew each other and you just laid down. So that’s what 

we did, just preparing and waiting until we go out into the fi eld. We were fi xing 

vehicles, making sure we have everything. For Greg and me, we were going over 

to the tactical command post (TAC) for meetings about the assault before it happened.

MM: Were you given any particular guidance at those meetings by Lieutenant 

Colonel Newell at that time? Is there anything you recall?

LD: If the meeting was run by Lieutenant Colonel Newell, he was good in his 

guidance; he was good in his advice. I think he’s strong leader. If the meeting was 

run by another person, then sometimes they were less benefi cial. The thing we prepared for, initially, was a feint that we did. That was the fi rst time we went out to 

do this all night long mission, and it was in blackout conditions. We went out there 

in the fi eld all night long, came back, and I think it was about an 18-hour thing. 

Anyway, that turned out to be not a lot of fi ghting, but I think it helped a lot of 

people who were nervous. I personally wasn’t nervous about the whole thing; I just 

wanted to know more about what was going on. I never was fearful or nervous or 

scared or anything like that. I knew God had me in the right place where I’m supposed to be, which is normal for me. I knew that some of the young men, though, 

had a fear or were scared or nervous; and I think that by doing the feint and getting 

out there and not really having a big fi ght and then coming in, it made them relax 

a little bit more. They knew there was going to be fi ghting, but at least they got the 

jitters down to a controllable level.

MM: Now, on this particular mission, were you guys also going out to look at 

where your logistics resupply point (LRP) might be located?
141 

LD: No, the LRP was going to jump. When we went out with the forward aid station, we took out all our vehicles and set up the ‘577 track, which has all the treatment chests in it. So the minute we set up, we park the vehicles in a certain manner 

and then set the nine trauma trunks out, set up our cones and set up our four litter 

stands. So for us, it’s a quick set up and a quick break down. We could do it in six 

minutes. That fi rst feint, it was almost like a practice set up: it was all night long, 

didn’t have any casualties, we just watched the fi reworks. 

MM: What happened 24 hours prior to the breach going on with the mine clearing 

land charge (MCLC)? What were you and your crew doing?

LD: We had this rock drill that was extremely long and was not done until right 

before the mission, so by the time we fi nished the rock drill, there wasn’t a lot of 

time to go back and rest up. You just had to go and get a whole bunch of stuff done. 

I kind of geared my sleep. I knew that if we were getting up at 2:15 or 3:00 in the 

morning, we already had our vehicles staged where they was going to be, so the 

only thing we had to carry out was our individual backpack that we were going out 

in. I laid down to go to sleep just before 8:00 p.m.; and actually, during the whole 

time of Fallujah, I was reading a novel.

MM: May I ask what novel it was?

LD: It was a Ken Follett novel about a female spy, Jack Daws, and I read it the 

whole time I was out there. So I was lying in my cot, reading a novel, and just taking in and watching a lot of the things, divisions around me, the sights. It’s like taking pictures in your mind, seeing how some soldiers would be nervous. I remember 

that night, it was very loud. All the guys that do the chow, this other support team, 

they were so loud. They were playing their music in the tent and everybody kept 

turning on lights. Finally, I got up, grabbed my sleeping bag and went right outside 

the tent where there was a cot set up outside – because that’s what we’d sit on in 

the evenings when we’d eat and some people would be smoking out there. Nobody 

was outside, all this activity was going on inside the tent, and all I wanted to do 

was sleep. So I went outside, it was a little chilly, but I got in my sleeping bag and 

curled up and looked up. The stars were so beautiful; they were so bright and the 

constellation Orion was very, very bright right above me. I think I remember seeing 

that he was aiming his arrow right at the city of Fallujah! [Laughter] I thought that 

was a premonition. I just remember it being so chaotic, and so loud and light, and 

yet the minute I went outside it was total peace. I just rolled over and went to sleep. 

Well, we started getting mortared in the middle of the night. I remember whoever 

had guard duty was told to come and tell everybody they had to wear armor if they 

went outside the tent. Which I had to laugh at, because if the mortar hits you in the 

tent or outside the tent, it doesn’t really matter; it’s just that you can’t get people 

to wear their individual body armor (IBA) inside the tent. This guy comes up, it’s 
142

2:00 in the morning, or an hour before we’re supposed to wake up, and he says, 

“Ma’am?” I said, “Yeah?” And he said, “We just got a radio call and we have to tell 

people that they have to wear their IBA outside the tent.” I said, “Okay, honey,” He 

said, “Um, are you going to tell Lieutenant McCrum?” And I said, “Yeah, I’ll take 

care of it.” He said, “Um, should you tell him now?” And I said, “No, let’s just let 

him sleep.” So I rolled over and went back to sleep, then I got up and went inside. 

It was a big mortar raid – but I didn’t care, I was getting some good shut eye time 

before the assault. But that was it: there was a little bit of nervousness; I don’t think 

a whole lot. We went to the Marines, basically to go to their chow hall, and that 

was it. We didn’t have a lot of contact with them, except in passing just here and 

there. Truthfully, we got along fi ne with them; they were fellow servicemen. It was 

very professional; it wasn’t like an Army-Navy football game. We got along with 

them in the chow hall, asked them directions because they lived there – it was very 

normal. I did not see any inter-service antagonism whatsoever.

MM: Can you talk me through your movements up until the very moment they 

blow that breach and all those improvised explosive devices (IEDs) go off?

LD: We moved up to an area we had done the feint in, only now we’re doing it in 

daylight – which was very odd to do the feint at dark and then you were doing the 

actual assault in daylight. Everybody’s dressed out in full battle rattle and you’re 

always looking around for anything. We took the service road that was to the east 

of the north/south road. It was a rough ride; it wasn’t like a nice drive.

MM: That’s where you could see that cloverleaf –

LD: Actually, yes. If you look at a map of Fallujah, go from Camp Fallujah, you 

go outside the southern gate and then you start heading north. I think when we 

left, we went out the north gate. Either way, you head west and you hit that north/

south highway; but by the time you get to the cloverleaf, you go on a service road 

that was to the east of the main expressway. So from just south of the cloverleaf, 

through the cloverleaf heading north, you were to the east. The highway is an elevated berm and it’s a protective against direct fi re. So we went there; and as you 

go north past the cloverleaf, there’s another east/west road or bridge and we went 

even north of there. Now we’re to the northeast of the city out in the middle of nowhere. A big, old desert where we just picked a spot; it’s like camping on a beach. 

We set up our LRP immediately and, at this time, my medical section platoon 

leader was not there. Greg, the PA, was acting both as a platoon leader as well as a 

PA, so he was doing a lot of the radio talking and stuff like that. We all were pretty 

relaxed for the most part. We got hit. We were mortared when we fi rst got there 

and our fi rst casualty was some little laceration of the fi nger. So we had it all set 

up, but we kept getting rocketed and mortared, so we picked up and drove a little 

bit further and went to another place. Again, I’m a passenger on this train. I don’t 
143 

make decisions as to where we go and when. Greg gets a call across the radio that 

we’re moving and we moved with the other support elements, but the rest of the 

battalion was with us too before the breach. We jumped to one place, then jumped 

further east/northeast, then we jumped near our fi rst place again for the night. So 

those three jumps we made on that fi rst day. On the third jump spot is where we 

were that fi rst night and that’s when there was the fi eld artillery going off and the 

MCLC. Have you talked to Captain James Cobb?

MM: Yes, I have. I have not done a formal interview yet, but I’ve talked to him a 

few times on the telephone. We’re actually going to interview him at some point.

LD: He was a key player in the artillery. He was a rock star; he was the man in 

charge of all that. That fi rst night, I think, seriously: I look at Marine casualties and 

our casualties, and I really think the fact that we had less casualties per capita had 

to do with two main things. One, we had shorter evacuation times to me and Greg, 

and shorter evacuation times to surgical. And number two is we fi red a hell of a lot 

of artillery and infl icted mechanical type injuries to the enemy before we sent in 

ground troops. I think that alone helped save us. The Marines, bless their hearts, 

they’re so courageous and so strong and I’ll fi ght with them side-by-side any day, 

but they charge right in and they keep going. All I know is that, then, they had to 

evacuate their personnel north and their forward aid station equivalents were further away from the fi ght than ours were, just by the nature of the set up, just the 

anatomy of Fallujah. That’s why we didn’t use air evacuation because we helped 

to reserve any air evacuation, which Marines don’t really have a lot of air evacuation like the Army does. It was a Marine air evacuation unit, or Navy – I’m not 

sure who it was, but I know it was not the normal amount of Blackhawk medical 

evacuations (MEDEVAC) that we would normally have in an assault like this. We 

let them reserve for only the Marines, because we were so close by ground. In 15 

minutes, I could get my guys in there by ground. Anyway, Captain Cobb had a lot 

to do with that whole artillery piece. He was the main guy. So we were sitting out 

there, we had four aid stations set up, and initially it was with binoculars. Then as 

it gets darker and darker, you can see the fi reworks. In the beginning, I was asking 

Greg – who was sort of my tactical expert – I would say, “What was that? What 

was that?” Well, he was able to identify the types of rounds for the fi rst fi ve minutes, but then fi nally there were so many kabooms going off that he said, “Man, I 

don’t know what any of this is.” It was so much. 

MM: In the interview I did with CNN’s Jane Arraf, on this particular topic she said 

she thought the world was coming to an end.

LD: I thought it was just a really big fi reworks show. I won’t go to that extreme. It 

was a really, really big fi reworks show. I remember thinking to myself, “I’ll never 

go to a 4th of July fi reworks show with the same thoughts ever again.” It was loads 
144

of artillery. And for me, I’m trying to get an education here with Greg telling me 

what’s going on. There was also a Sergeant Wolf, an add-on from another platoon, 

and he was great too. Anyway, they were telling me what was going on, what 

was being shot off. But after awhile, even they couldn’t keep up with it, it was so 

much.

MM: Major Erik Krivda gave me some DVDs and CDs with some fi lm footage of 

that night. On one of those, you can hear your Lieutenant McCrum saying, “So far 

everything’s going okay; we’ve only had two minor casualties and one was a selfinfl icted gunshot wound by one of the Iraqis.”

LD: Right. At our fi rst jump site, we were rocketed and mortared and, like I said, 

one guy had a small fi nger laceration that I sewed up. At our second jump site, they 

brought in one of the Iraqi Army guys. He had shot himself in the foot to get out of 

the fi ght. The Iraqi Intervention Force (IIF) – which was a terrible name because 

it sounds like AIF, or anti-Iraqi forces – they were the elite of the best trained battalion of Iraqi forces at that time, and they really were very, very squared away. 

They had a physician and some medical personnel, but they didn’t have anything 

but a civilian ambulance, and they didn’t have a further medical system. So I talked 

with that doctor a lot; he was co-located with us at two of our jump spots but not 

at our fourth or fi fth. When they got the Iraqi that was shot in the foot, I think we 

gave him to those guys to transport in their civilian ambulance and they would 

have security elements that accompanied them back to Camp Fallujah. But up until 

that point that you’re talking about on Krivda’s fi lm, that’s all we had until the fi rst 

night hit.

MM: Talk me through that fi rst 24 hours after they blow the breach, anything you 

recall there.

LD: What I should do right now is pull up my pictures. I’ve got my pictures in 

folders by day in my big folder of Fallujah. I’m trying to go by memory. The fi rst 

72 hours, it’s all like a blur; it’s like day ran into night ran into day ran into night. 

I look at some of these pictures and I can’t remember if that was a sunset or a sunrise. There was no sleeping, except for whenever you could lean your head back 

and sleep for a second, so it runs together a little bit for me. I remember all the 

artillery and us sitting out on the hoods of the Humvees, taking non-fl ash pictures 

through our night observation devices (NODs) of some of the stuff that was going 

on. When the MCLC was getting ready to go off, they radioed and had everybody get inside their vehicles and close the doors for the big boom. I have to say 

that when that big boom occurred, there was a collective celebratory shouting and 

cheering, like somebody scored a touchdown. 

MM: From my understanding, when it went off a whole bunch of IEDs went off 

with it.
145 

LD: Correct. I was in there listening to the radio; and when the big boom hit, there 

were at least fi ve daisy-chained IEDs that went off after that. That was basically 

how the city was: the city was rigged because they had plenty of warning; they 

knew we were coming. They just rigged up every place: every vehicle, IEDs all 

along the roads, a lot of daisy-chains. Of course, we were not in the breach, so the 

personal accounts of what occurred going through that breached hole, you’d have 

to talk to those elements. The sad part is that in the front of it were the tanks, then 

came the rest of the infantry, and then at the tail end was the IIF, which was being 

led by the liaison leader, Command Sergeant Major Steve Faulkenburg. 

MM: Could you tell me what you know about him being killed? Was he taken back 

to your facility?

LD: Yes, he was. And again, days ran into nights ran into days, so my accounting of time and space is just off unless I’m looking at a document of our logged 

medical records or my pictures that I have the date and time on. It was in that 

fi rst night after the breach through, the IIF had come in through at the tail end. 

As I understand it, Command Sergeant Major Faulkenburg had dismounted his 

vehicle because there was a lot of bottlenecking at the breach site and there was 

bottlenecking down these roads where maybe only one tank could pass through 

easily. There were very narrow alleyway roads. There was a fi refi ght going on between our elements and somebody else. The IIF, led by Command Sergeant Major 

Faulkenburg, had come up to that point and he had dismounted to go fi nd out what 

was going on, why they couldn’t move. A stray bullet struck him in the forehead. 

We got the call on the radio that Ramrod 7 was coming in. We actually thought he 

was accompanying the casualty, but it turns out he was the casualty. I had a feeling 

that that’s what it was, but there was some confusion when we heard about that. 

So of course, we all have our gloves on, everybody’s ready. We had a ‘113 tracked 

vehicle, which was solely responsible for bringing casualties from sector in Fallujah directly out to us where we were. I’m trying to think of where we were. We 

were at the third jump site.

MM: I’ve got some documentation and some maps from Major John Reynolds, 

now Lieutenant Colonel Reynolds, on where individual units were at different 

times.

LD: When Command Sergeant Major Faulkenburg came in, Greg and I had a standard procedure in which he would greet the casualty coming out of the back of the 

‘113. I stayed 10 or 20 feet away by the litter stand, ready at the head of the bed 

for airway and to intubate him. When he came out, immediately he was laid down 

on our litter stand and there was a dressing around his head. I think a medic from 

another unit that was attached to us had put this dressing on. I took the dressing 

off and knew this was a fatal shot. His brain and cranium were exposed. The med-
146

ics had actually dove into him, doing what they do best, which is cut off clothes, 

begin IVs and they had already started and I stopped them right away. He had one 

entrance wound about a centimeter above his right eyebrow and an exit wound at 

the top of his head.

MM: So that must have affected you personally; you probably knew the command 

sergeant major pretty well.

LD: Yes, we were all affected; however, I knew we had a mission to do. I think at 

my maturity level, I’m able to take those feelings and put them in a room and close 

the door for now. Remember, I’m with young soldiers. It hit one young female soldier pretty hard. We did Command Sergeant Major Faulkenburg and then we didn’t 

have any further casualties right afterwards, so there was some time to prep his 

body. We were also responsible for any “angels,” which is what we call deceased 

people. We were responsible for taking the “angels” and processing them initially. 

So that was the fi rst night; that was our fi rst bad hit. We had no idea how long this 

was going to take, how many more were going to die. You just live through it and 

endure it.

MM: Now shortly after Command Sergeant Major Faulkenburg was killed, I have 

here in my notes that there was a mass casualty: 17 IIF soldiers came in.

LD: Yeah. There were some explosions and fi ghts, and the IIF soldiers were injured. The “mass casualty” being a large number of them – some of them were not 

severely injured, some of them were more injured. I don’t think any of them died. 

When they started coming in, we had to triage and process them very quickly, to 

put the most immediate ones in one area and the next immediate ones in another 

and start taking care of them individually. Well, that would be easy: you get them, 

you triage them, you put them in your categories and you take care of them. You 

start taking care of the more serious ones right away. We split up our medics. Remember, I’ve got 10 medics, plus Greg and me. The problem was that at the exact 

same time, we were at the third jump site and the insurgents had pinpointed where 

this LRP was. They started shooting rockets at us, and we believe those rockets 

were coming from the southern part of the city, south of the industrial sector.

MM: All the way from down there?

LD: Yes, and they were aiming directly at us; they were rocketing us specifi cally. 

Every time you hear that initial “whiz,” it sounds like an F-16 or an F-14 fl ying 

right over your head and you have to dive over your patient because they don’t 

have their IBA on anymore; we’ve already taken that off. So you see four litter 

stands with four patients on them, fi ve other patients that were on the ground that 

were minor injuries – I had one medic taking care of them. Then we had some other patients on ground litters that were in the medium category. All the medics were 
147 

taking care of them; and then you hear these rockets come in and all the medics 

will cover their patient. Or if you can, dive into a track if you’re not with a patient 

or hit the ground. So we kept getting rocket attacks and, right in the middle of that, 

they said, “We’ve got ‘angels’ coming in.” I forget exactly how many, but one was 

an American soldier. Of course, all of us are holding our breath. Is this somebody 

we know? Which one of our friends is this? It turns out it was Staff Sergeant Todd 

Cornell, who was a liaison person to the IIF, and so we didn’t know him. But I was 

walking over there to the IIF soldiers, and I think there were two or three other 

dead IIF soldiers. You know what, now that I’m thinking of it, I don’t know if that 

was in the same mass casualty event. In my mind, I thought they were two different 

ones but maybe they were in the same event, I’m not sure. But anyway, they came 

into us about the same time, after our live casualties came in. So we’re taking care 

of a lot of casualties, getting them packaged, getting them treated, bandaging them 

up, splinting them, evaluating them, writing up their casualty theater card and putting them in categories of who’s going to get transported when. When we received 

the “angels,” I went over there to see the American soldier and it was Todd Cornell. 

That Iraqi Army physician, when I said, “It’s not one of ours,” he says, “No, it’s 

Todd Cornell, I know him, I know him.” Evidently, this Iraqi doctor had worked a 

lot with Todd and I did not know that. Right as we’re packaging up those “angels” 

and we sent our FLAs loaded with the passengers – and it was Greg’s decision to 

ship even the minor casualties on to Camp Fallujah. We didn’t have enough time at 

that moment to fully evaluate whether they were going to need X-rays or not. Because if it was a minor casualty, yeah, we could have kept them in the fi eld, but we 

didn’t have time to fully evaluate them. So if they needed X-rays, they had to go to 

Camp Fallujah. Personally, I think it would have been nice if we’d had a situation 

where we could have kept some of them and not inundated Camp Fallujah with all 

of them. However, the situation in the fi eld was that we were getting rocketed, we 

received our “angels,” and now we have to jump. So the best thing is to put them 

on an FLA and send them to Camp Fallujah, so we sent all the combat casualties. 

At that time, it was chaotic to have all these things happening at once. We packed 

up and, like I said, in six minutes we could pack up, we’re on that service road 

heading south to the cloverleaf, which was our fourth jump. When we were told 

to jump, the rest of the support stayed behind for about two hours. And I’m thinking, “We have no security element except for some Iraqi Army offi cers that were 

there.” 

MM: So you guys were hanging out there for a couple hours?

LD: Yeah, if not longer. We had no crew-served weapons; it was kind of crazy 

there. “This just doesn’t seem quite right.” But, you know, these things happen.

MM: You sent most of the critically injured to Bravo Medical?
148

LD: Bravo Surgical, which was the surgical element at Camp Fallujah. From the 

cloverleaf, they were about a 15-minute transport. I think our fastest time was 13 

minutes, pedal to the fl oor the whole time.

MM: As the fi ght’s progressing, Sergeant James Matteson, do you recall anything 

about him?

LD: Yes, he came in as an “angel.” We did not resuscitate him. He was hit in the 

chest with a rocket- propelled grenade (RPG).

MM: How about Lieutenant Edward Iwan, the executive offi cer (XO) of Alpha 

Company?

LD: Lieutenant Iwan was standing up in the turret of a Bradley. Have you talked to 

Sergeant Major Darrin Bohn?

MM: Not yet, he’s also on the list. So far, believe it or not, Jane Arraf gave me a 

pretty good description of what happened, but she wasn’t really positive on anything.

LD: Sergeant Major Bohn was a witness to Lieutenant Iwan getting hit; and what 

he told me was that Lieutenant Iwan was standing up halfway in his turret and was 

talking on the radio through his helmet. Sergeant Major Bohn saw the RPG strike 

down and hit him, and it hit him in the right side of his abdomen, pelvis area. The 

RPG was on fi re, you could see it. Lieutenant Iwan’s last words were, “It’s hot, it’s 

hot!” and then he just slumps down into the Bradley. In the back of the Bradley, 

and you have to understand – the turret, to pull someone through and pull them 

into the back, you have to turn the turret to where the doors line up, the holes line 

up. In the back of the Bradley was actually one of my senior line medics, Sergeant 

Harris. So they turned and Sergeant Harris pulled him in, but he still has the tailfi n 

piece of the RPG sticking out of his abdomen. The only thing they could do in the 

cramped quarters of the back of the Bradley is basically stabilize him. They took 

him to where he was transferred over to our ‘113 and then he was brought in. When 

they brought in Lieutenant Iwan, they put him on a litter and carried him to me. 

We immediately started to resuscitate him; and as I started to intubate him, lifting 

up his jaw with the laryngoscope, his airway opened and he took a gasp which 

meant he still had signs of life. He still had a femoral pulse – and this is a very, very 

short time from the point of injury to resuscitation. At the northeast corner of the 

cloverleaf, our casualties were basically hopped on Phase Line Fran and evacuated 

immediately to us: we’re talking minutes, very few minutes. He still had signs of 

life, we get in IVs immediately, I drugged him down, and I know that a lot of sedation and medication is going to drop his blood pressure even more. However, with 

this kind of injury, my feeling was that if he has any feeling whatsoever, I want all 

his pain to not be there. So I gave him lots of medication and intubated him. Greg 
149 

looked up at me and said, “Did you see this?” I looked down and he’s eviscerated, 

his intestines are out and the RPG tailpiece is sticking out. I said, “Well, just bandage it however you can.” Greg thought quickly enough to know that the explosive 

ordnance disposal (EOD) guys were 30 feet away, so he called them over to give 

us a heads up on whether this is a live round or not. They looked and said, “No, 

this is not a live round; it’s just the tailpiece hanging out.” They did the best they 

could to bandage this extremely open wound. Meanwhile, I’m bagging him, we’ve 

got IVs in, we’ve given him medication, we’re packaging him and Chris Carlson, 

who’s with us at this time, says, “Lisa, are you going to go with him?” And I said, 

“Yeah, I’ll go with him on this transport.” So I hopped in the back of the FLA and 

then I realize that the two medics that are going with, one is a female medic – she’s 

going to work the radios – the other is the driver, and I’m going to be in the back by 

myself with Lieutenant Iwan. We start bagging and this service road – picture your 

worst Jeep trail ever. I’m in the back of this FLA, just banging around, my head’s 

hitting the bars. He didn’t have a chest strap hanging onto him so I’ve got my hand 

on his bare chest, just holding him in place while I’m bagging. That was probably 

the longest 13 minutes of my entire life. We get to Camp Fallujah, had to go in the 

south gate over a bunch of speed bumps, go around to their surgical unit. We called 

before we got in, and this is my fi rst time personally transporting a patient there. 

I’m thinking the surgeon’s going to be right there, right? No. I’m starting to give 

reports to these guys who are just litter bearers. Then we go inside their trauma 

resuscitation bay and I ask, “Where’s your doctor?” I know how I am in an ER, I 

would be standing there. The fi rst doctor that came in was a female pediatrician 

who was acting as the ER doctor at the time. I said, “He’s got to go to surgery now. 

This is a surgical case here.” Then the next minute, an ER doctor, an emergency 

medicine residency trained physician and the surgeon come in, and I give the full 

report. Now picture them in scrubs, me in full battle rattle, dirt and sweat trickling down my brow, and I’ve been out in the fi eld for a couple days, weapon on 

and everything. I’ve given them the full report, they take off the dressing and the 

surgeon looks at me and says, “This is not a survivable injury. Do you mind if we 

call it?” And I couldn’t breathe, I couldn’t say anything, I was just stunned. I had 

done everything I could for this guy. He had a pulse, he had respiratory effort and, 

in my mind, all he needed was a surgeon and here’s the surgeon saying this is not 

a survivable injury. I guess he could see this blank look on my face because then 

he followed it up with, “You know, we’ve done so many surgeries this past month 

on things like this and they never survive; they don’t survive things like this. We 

haven’t had one with this kind of evisceration.” So then the only thing I could say 

was, “Well, does he have a pulse?” And I saw this nurse check his radial and say, 

“No, he doesn’t have a pulse.” Now, I knew he had a low blood pressure because 

of all the medications I had given him, but then the ER doctor took the SonoSite, 

which is an ultrasound, and quickly threw it on his chest. He says, “Well, he’s got 
150

cardiac activity.” So the surgeon says, “Well, okay, I’ll guess we’ll continue to resuscitate him.” So they started hanging blood on him and resuscitating him. Then 

all of a sudden, my medic comes inside and she says, “Ma’am, ma’am, we have 

to go. We have more casualties coming in.” I answered, “Okay, have to go.” I said 

to all of them in the room, “Thank you very much for what you’re doing,” and I 

left my Lieutenant Iwan there. I came back a couple days later because my scout 

platoon leader wanted me to check in on some of the patients who were casualties 

and wanted to make sure his guys were getting good care. When I stopped by the 

hospital to get the X-rays, somebody recognized me and said, “Oh, you’re the one 

who came in with Lieutenant Iwan.” I said, “Yes.” They said he had survived 30 

minutes into surgery before he died. They were just amazed that he had lived that 

long: he was a kid who did not want to die. The surgeon was still carrying around 

his casualty feeder card in his pocket. He said, “This is a reminder to me that sometimes they’re courageous to the very end. They want to live; they have that will to 

live.” Anyway, I did get the X-ray on digits; they had stamped an abdominal X-ray 

in the operating room and I burned a disk of it. Now that I was looking at it, you 

could see the RPG sticking out and his whole iliac crest was blown out, so it was 

a horrible X-ray. But anyway, that was Lieutenant Iwan. He was the only one who 

we had attempted resuscitation on. I thought maybe if anybody had a chance, he 

did. 

MM: So you left to get back to the fi ght. 

LD: And we were getting more casualties in.

MM: What is the nature of most of the wounded coming in?

LD: Penetrating shrapnel. Did Greg send you that paper?

MM: Yes.

LD: It has a breakdown of our casualties. It has how many penetrating, how many 

head, how many neck, how many thorax. We had one guy that was shot in the 

chest with an AK-47 round that just entered his small arms protective insert (SAPI) 

plate; it made a little red mark on his chest and we returned him to the fi ght. So 

there were things like that happening. But Greg’s paper dissected all of our casualties; there were 79 or 81 casualties.

MM: And the majority of those, you were able to return them to duty?

LD: Roughly half of them were returned to duty and half of them had to get evacuated back to Camp Fallujah. Out of that half, some of them recuperated and then 

were able to come back to the fi ght; some of them went back even further. His 

paper has the statistics on all of that. We took the log book and broke it all out. I’ve 
151 

got a copy of that and I have a copy of the raw data on my computer. Look through 

his paper and see which paper he gave you.

MM: Yes, I’m pretty sure it’s in there, but I’ll check.

LD: The ballpark is 78, 79 or 81, the number of casualties we received during that 

time period. We lost fi ve American soldiers and I think three Iraqi soldiers. You 

have to look at the statistics; I’m going off the top of my head. Four of them were 

from our battalion and the fi fth soldier was Todd Cornell.

MM: Within 24 hours after Lieutenant Iwan was killed, Captain Sean Sims was 

killed. Can you take me through that?

LD: They had brought in some casualties and I was treating this one sergeant’s 

shoulder; he had a gunshot wound and he was more distraught than what his injury 

suggested. I can’t remember exactly what he was saying but it was something 

about, “How’s the commander? How’s the commander?” I’m thinking, Lieutenant 

Colonel Newell? And so I answered, “Which commander are you talking about?” 

Evidently what had happened is that four guys went to clear a room and Captain 

Sims said to his sergeant, “You cover me right,” and Captain Sims goes in the 

room. But to get your M-4 around the corner, if you’re a right-handed person to 

shoot right, it’s more of a delay than if you’re going around a corner to shoot left. 

Well, Captain Sims enters the room and two insurgents with AK-47s just shot him. 

The other guys behind Captain Sims came into the room shooting, too, but two 

of them were hit. Now Captain Sims is down inside the room and these guys are 

taken out. They evacuated them to us and then they had to go in there afterwards. 

So I’m with the two casualties, both shot in the shoulders: one to the left shoulder 

and one to right shoulder. It’s from them that I’m understanding that Captain Sims 

is still an unknown casualty. I’m looking at Greg saying, “What’s going on?” Then 

I see First Sergeant Peter Smith and I yelled across to him, “First Sergeant, where’s 

Captain Sims?” And he looks back at me and says, “I don’t know.” He had just received the radio call to go back. He had escorted these two casualties. So he’s running back and then, as we’re fi nishing up on these casualties, we’re getting, now, 

the fi rst sergeant’s voice over the radio telling us there’s a KIA, an “angel” will be 

coming in. Then he set out his battle roster, “Rank? Captain. Battle roster? Sierra, 

Sierra.” And that’s how we knew. I immediately turned to Greg, I’m in disbelief, 

and I asked, “What does that mean? Is that Sean? Is that Captain Sims?” It sinks in 

to Greg quicker than it sunk into me. “Are they saying he’s a KIA?” And he said, 

“Yeah, he’s dead.” I looked at him and said, “How do they know he’s dead? Why 

don’t they bring him back here? How do they know he’s dead?” My point was: 

here they brought Command Sergeant Major Faulkenburg back as a casualty when 

he was dead and I had to pronounce him and stop all the medics and say, “Wait, a 

minute, wait a minute, we’re not resuscitating him.” How did they know he was 
152

dead? That was my fi rst initial, emotional thought. I remember Greg almost yelled 

at me. Greg responds to things in a more mean way when he’s upset. He said, 

“They know!” He was telling me to just back off, they know it. And then all of a 

sudden, he came in and they brought him as an “angel” in a body bag. They put 

him down where we put our “angels,” which was just off from where we were. So 

he’s in a body bag, on a litter stand, on the ground, away from our casualty area. 

Greg and Lieutenant Carlson and the other offi cers who had come by, I know they 

were all good friends, these young offi cers, so I gave them some time. Greg came 

back and I immediately hugged him and said, “I don’t like this.” And he said, 

“Who are you telling?” And that was it; that was as much grieving as we did out 

in the fi eld. We carried on.

MM: Are there any other major advances as we go through to 20 November you’d 

like to talk about, after the death of Sean Sims?

LD: From there, we jumped to the abandoned gas station. We had a whole bunch 

of detainees come in. I don’t know when that was. I remember we were at the cloverleaf. There were a bunch of detainees that were taken in, I forget the numbers. 

Perhaps Lieutenant Colonel Reynolds knows or you can fi nd it in Greg’s statistics. 

Anyway, the detainees that required medical care came in. The fi rst grouping came 

in and they had been beaten and somewhat tortured. I say tortured because they 

had loop mark beatings from days old, when it turns black and blue. Greg and an 

interpreter had to interview each and every one of them, because we only had one 

interpreter. I didn’t get involved to help do their medical screenings. We were doing a medical screening before they went to the detainee prison for further care. 

None of these had any injuries that required immediate or urgent surgical care. But 

according to them, they had been taken captive by these insurgents and were held 

captive in these houses, basements and rooms where they were beaten. They were 

not given food except for maybe some bread and water occasionally. Different 

ones had had different lengths of stay; they had been bound.

MM: Were these perhaps citizens of Fallujah?

LD: Well, interestingly enough, they were all males of fi ghting age. So when you 

listened to their stories, they would say, “Oh, I was just standing on a street corner, 

smoking, when they came up to me and told me they were going to make me fi ght 

with them.” And then our interpreter would turn and say, “He’s lying.” From what 

the interpreters told me, from additional information they found out from the IIF, 

most of these men were originally with the fi ghters in Fallujah, but at some point 

and time they had decided they didn’t want to be a part of that gang anymore. 

At whatever point that was, whether it was before the fi ght or during the fi ght, 

their fellow fi ghters were not letting them leave. So they then became essentially 

a hostage, a prisoner, until their prison keepers left in the midst of fi ghting. Our 
153 

American forces found them there, and the bottom line was they had been beaten. 

I remember one guy who was essentially black and blue from head to toe. Some of 

them only had a couple bruises; others had bruises of different ages. They all had 

described some sort of beating, torture or poor treatment by someone who held 

them against their will. It appears, from all the information I gathered, that they 

were original fi ghters themselves but were wanting to abandon their cause. The 

other interesting thing is we did get four other insurgent casualties who were still 

alive, with open femur fractures and abdominal injuries, who had been lying in a 

building for four days when they fi nally waved the white fl ag and gave up. They 

were brought to us for care and we bandaged their wounds, splinted their fractures, 

gave them IVs and then they were sent to Bravo Surgical or Abu Ghraib. I’m not 

sure which surgical unit they went to, but they went to higher hospital care.

MM: Did you have to treat any actual civilian casualties at all?

LD: Actually, there was not one civilian that was in our sector. There was not one 

old person, not one female, not one child in our entire sector, not one.

MM: Yes, that’s my understanding. They pretty much denuded the entire population.

LD: I would talk with the IIF, who would talk with other people from the area. Evidently, the regular people of Fallujah left a long time ago. We had a big campaign 

of fl yers; and some of our psychological operations (PSYOP) people still have 

the fl yers. They’re about the size of a dollar bill, a little bit bigger. They were just 

warning the people: give up your weapons, don’t fi ght, just leave town. Evidently, 

these people locked up their homes and they left town.

MM: I know this is kind of a touchy subject over in the 2-2 area, but did you have 

any casualties that suffered anything from white phosphorous (WP) rounds?

LD: No. In fact, even with the Iraqi casualties, there were no WP casualties that 

came in whatsoever.

MM: In one of my conversations with Captain Cobb, he said he’s been raked over 

the coals on the Internet about shooting some of that.

LD: You know how all that came to be, right?

MM: Somebody told me the Italian media got in there and did something –

LD: What happened was: it was such a successful artillery assault, Captain Cobb 

did a phenomenal job; he was highly praised. But when he came back, while the 

rest of us are recuperating and recovering, he wrote a paper on the –

MM: On the shake-and-bake missions?
154

LD: No, not on the shake-and-bake missions. He wrote a paper to document the 

artillery and that’s online; you can get that and it was published on a fi eld artillery thing. What he said in that paper was that the WP – we used it that fi rst night; 

remember I said the fi reworks? We used it for illumination during the fi ght. But 

what would happen is the illumination and the incendiary smoking would make the 

insurgents come out of the building, then the conventional weaponry was used. He 

said in one tiny little blurb that it was used to smoke out the enemy and then they 

were killed by conventional weapons. I have seen thousands of pictures. I have my 

pictures of the LRP casualties and all my soldier friends who took pictures inside. 

I’ve seen numerous pictures of corpses from Fallujah and medically I didn’t see 

any evidence of severe burn injuries. Now, there are corpses that have decayed, 

but decay was happening because they weren’t going into these areas until two 

and three days after the bombing and assault. And it was warm during the day, so 

there’s a lot of evidence of decay. When all of this came up about the WP, I got 

on the Internet, onto some of these Al Jazeera-loving blogs and websites of that 

nature. I saw the pictures they were using as propaganda, saying these bodies were 

burned. Well, actually they were decayed bodies. They were blackened, decayed 

bodies.

MM: Just like information warfare, basically.

LD: It was propaganda that was never, ever based on any truth whatsoever, and 

which stirred up the Arab community with Al Jazeera, Al Arabiya and some other 

blogging kinds of emails. It became an Internet fi reball, but none of the stuff based 

on the Arab view was ever based on fact; it was all made up and it was funny how 

it was so delusional. That basically brought it to the national news level and Wolf 

Blitzer from CNN wanted to interview Captain Cobb. There is no issue here.

MM: Interview him actually when the fi ghting was going on?

LD: No, this is just recently, in December of ’05. Now it’s brought up as an international issue of what happened 13 months previously, only because these very 

pro-insurgent websites and blogs got a hold of Captain Cobb’s paper that was on 

the Internet and said, “Hey look, this is proof that they used napalm.” So I can tell 

you that, because I was there –

MM: Yeah, you’d be the one to know.

LD: Exactly. There were no casualties whatsoever from any WP in our sector, and 

we’re the ones who used it.

MM: Going back briefl y to the reporters, how did the embedded reporters work 

out? Any comments on that at all?
155 

LD: Yeah, they did their thing; they rode in the back of Bradleys. This is out and 

out warfare, so they were made to sit in the back of the Bradley; and the only time 

they could get out and do an outside story was just in certain safer areas. We want 

to keep them safe, too. We want them to get the story; we want them to report from 

the front line. I can tell you that, at the LRP, we had no information of what was 

happening just fi ve kilometers away. We’d hear the booms, we’d hear this stuff, 

we’d listen to the radio, but what actually was happening, we had no visual on. 

Greg had brought this satellite radio and we could pick up CNN. We knew Jane 

Arraf was embedded with us, with 2-2. Every hour on the hour, whatever it was, 

when Jane would do her spiel, you’d see 12 or 13 people all on little stools and upturned boxes all crowded around this little satellite radio. It was just like the 1920s 

around the radio. There was another embedded CNN reporter with the Marines 

and it seemed like that reporter – and I can’t remember who it was or what he was 

doing – but he was picking and choosing certain little stories that would make a 

big to-do. He wasn’t really giving a good overview of what was really happening 

on the east side. When I say east side, I mean east of us. It was very sensationalist 

journalism. We would hear him and then we’d hear Jane Arraf. She’d give pretty 

true-to-life stories and just tried to give an overview of what was happening. I 

think her job is kind of hard. I would hate to have to do that, work for somebody 

else and try to paint an unbiased picture. It’s very hard for national news people to 

do that and they don’t do it well most of the time. The anchorman at the desk, he 

was the media go-between between Jane Arraf and this guy on the east side. He’d 

hear the guy on the east side and then he’d go to Jane and say, “Now, let’s hear 

from Jane. Jane, can you hear me?” Then he would say, “Jane, have they found 

very many civilians; how are the civilians doing?” Because the guy on the east side 

was really focusing in on some woman who ran out because her mother was killed, 

or something like that. Focusing in on one small, little incident. And Jane says, 

“No, we haven’t even seen any civilians. There are absolutely no civilians, not a 

one that we’ve found. But what we have found are weapons caches,” and she’s 

going into all the other stuff that they found. Well, then they would go back to the 

anchorman and he would reply, “Well, there you have it. We don’t know what’s 

going on down there.” [Laughter] Greg and I would look at each other and we’d 

say, “Didn’t Jane just say what’s going on? It’s like they don’t want to believe it.” 

She did a decent job; that’s my personal opinion. I think it’s a hard job to do and I 

think she did us well. Lieutenant Colonel Newell is very open to having reporters, 

and not only having them but making sure they were treated well. That was a very 

important thing to him: that they are our guests and that we treat them well.

MM: Well, as we wrap this up, is there anything else you’d like to tell us that 

stands out, that young soldiers or young doctors might have an interest in knowing 

about what you learned on the battlefi eld?
156

LD: I know your initial writing project is just going to be a 50-page brief, right?

MM: Yeah, basically just discussing the joint-ness of the operation. But we hope to 

do a full-blown book at some time.

LD: Well, the basic brief of this is that, jointly, we got along very well with the 

Marines. At my level and at the individual soldier level, we did not deal with the 

Marines; it wasn’t a joint site. I think at Lieutenant Colonel Newell’s level is where 

he had to be working with a joint force operation. At our level, it was just a matter of doing MEDEVACs and we’re used to doing joint stuff there. We’re used to 

doing joint Air Force evacuations in other situations. To us, medicine is medicine, 

we all bleed red, and it doesn’t mean very much. As far as the whole mission itself, 

there were a lot of unknowns. We didn’t know if we were going to be there two 

weeks or two months. I think the success of the mission was very few casualties in 

2-2, although it was our very important people. We were well prepared medically; 

we had a good MEDEVAC. However, Greg was more in touch with the medical 

setup in the overall theater of the operation. I wish I had become more involved at 

the whole operation-level medical, so I would know, if these guys are driving right 

by me, where their forward aid stations were at. As far as preparation, this was one 

of those operations that you don’t bring any amenities with you. You just deal with 

shared food, water and do your mission. It’s not something where you’re going to 

bring a cot to sleep in. You bring a sleeping bag, and most of the guys in the fi ght 

didn’t even bring that; they brought their poncho liner and that was it. I don’t think 

I have any other words of wisdom, except for that. I was fortunate to be with a 

good unit, and I was fortunate to even be a part of it. 

MM: Okay, let me thank you for doing this interview. I’ve got some other things 

I’d like to talk to you about but I’ll turn the tape off. Thank you for your time.

LD: You’re welcome.
157 

Major Andy Dietz

21 February 2006

JM: My name is John McCool (JM) and I’m with the Operational Leadership 

Experiences Project at the Combat Studies Institute, Fort Leavenworth, Kansas. 

I’m interviewing Major Andy Dietz (AD), U.S. Marine Corps, on his experiences 

during Operation IRAQI FREEDOM (OIF). Also present is Matt Matthews (MM), 

also with the Combat Studies Institute, and he will be asking questions as well. 

Today’s date is 21 February 2006 and this is an unclassifi ed interview. Before we 

begin, sir, if you feel at any time we’re entering classifi ed territory, please couch 

your response in terms that avoid revealing any classifi ed information. And if classifi cation requirements prevent you from responding, simply say you’re not able 

to answer. Could you please start off by giving us a brief sketch of your military 

career and then we’ll focus in on your OIF deployment?

AD: After going through the Basic School for the Marine Corps, I went to the 

Field Artillery Basic Course at Fort Sill. Following that, I went to serve with 1st 

Marine Division (MARDIV), 1st Battalion, 11th Marines. I was a battery forward 

observer, platoon commander and fi re direction offi cer. From there, I went to Marine Security Force Company, Kings Bay, Georgia, and spent two years there as a 

guard and platoon commander and guard offi cer. From there, I went to Amphibious 

Warfare School in Quantico and to the 2d MARDIV where I was a battery commander, a fi re direction offi cer and a battalion logistics offi cer for the 3d Battalion, 

10th Marines. After leaving there, I went to inspector/instructor, which I think is 

similar to an active component/reserve component (ACRC) billet, in Chattanooga, 

Tennessee, with a Reserve artillery battery and spent three years there. When they 

were activated for OIF II, I was a draft pick, going over as an individual augmentee to Regimental Combat Team 1 (RCT-1). Now I’m here at the Command and 

General Staff College (CGSC).

JM: What was the time period of your deployment to OIF, what position did 

you hold, and where were you located?

AD: My deployment went from July 2004 through March 2005. I was the 

information operations (IO) offi cer for RCT-1. During Operation Al Fajr – also 

known as Operation Phantom Fury – I was the fi re support coordinator (FSC) for 

RCT-1, which I think is the same as a fi re support offi cer (FSO) in the Army.

JM: As we discussed earlier, we’d like to focus mainly on your role with RCT1 in Operation Phantom Fury/Al Fajr so, to begin, could you give us an overview 

of your unit’s mission in the months preceding? A description of your area of operations (AO) and what your particular duties were?
158

AD: Our AO for RCT-1 prior to Operation Al Fajr was basically from Abu 

Ghraib all the way to just about Habbaniyah as far as east to west. North to south, 

we went from just south of the Euphrates River all the way up to Lake Tharthar 

in the north. A lot of it was treated as a security zone. In the months in between 

Fallujah I and Fallujah II, it was containing Fallujah because Fallujah itself did 

not belong to us; that battlespace was actually Marine Expeditionary Force (MEF) 

battlespace. We were that entire area, Fallujah exclusive, so we were charged with 

containing Fallujah and keeping the main supply routes (MSRs) open. Two major 

MSRs went through our area.

MM: Now, was Highway 10 going through your area?

AD: Yes, and I have to apologize up front: I’m more familiar with the MSR 

names we gave to them. I think 10 was MSR Mobile. There were two very large 

MSRs that went through, Mobile and MSR Michigan. We were charged with keeping those open. We had rather large cities outside of Fallujah that we were responsible for – Karmah and Saqlawiyah – and then also the area around the Abu Ghraib 

Prison, Nasser wa Salam and Kandari. We also had areas south of Fallujah and 

north of the Euphrates, called the Zaydon region. This is a very rural area, there 

were very few population centers, but it was the prime spot for hiding weapons 

caches, for various insurgent cells to operate, so we had that mission as well. Then, 

of course, the overriding theme throughout was setting the conditions for Fallujah 

II. 

JM: What was involved in that process of setting the conditions and how did 

you prepare and plan during those early phases?

AD: I probably shouldn’t say shaping but that’s what it was: focusing the insurgents inside the city on where they thought we were going to come from. And 

so a lot of time was spent operating, whether it was demonstrations, limited objective attacks, feints along the southeast and eastern approaches to the city. We also 

maintained a very heavy presence on the east side of the city – there’s a cloverleaf 

– the main approach to the city. I think both sides knew it was inevitable and we 

wanted them to prepare their defenses appropriately to where they thought we 

were going to come from, so it was more of a deception.

MM: How did you handle getting the civilians out? It’s my understanding that, 

over a length of time, you guys attempted to do that.

JM: Was that part of the IO piece?

AD: Yes, that was part of the IO piece. The other half of it was getting the city 

prepared for combat operations. There has been, of course, a lot of argument about 

us letting everybody leave and we let some of the big fi sh leave. But our way of 

looking at it was: we did not want to go into a built-up city that size with poten-
159 

tially 250,000 non-combatants, so we wanted to get the people out. The problem 

was that if we tell people to leave, then by international law we’re responsible for 

taking care of them. We also knew that most of those people could leave and they’d 

be just fi ne with family support structures from Baghdad all the way to Saqlawiyah, and even further to Habbaniyah. We always had a campaign to try to drive 

a wedge between the civilians and the insurgents. We saw a lot of them as being 

fence-sitters, and with their culture the ascendant power is the one they’re going to 

lean towards. So that was something we were working on even before we started 

getting people out of the city. Since we couldn’t go into the city proper, we utilized 

a lot of leafl et drops over the city. We did things such as tell them how much money had been allocated for Fallujah for reconstruction and why that money wasn’t 

coming – and we’d do it sequentially. First week, “We would have already been 

spending X-million number of dollars to repair your city with these projects and 

now we can’t.” The next drop would up the ante on what projects weren’t getting 

done, the money, so we kept doing that. Other methods we used were radio messages, some of which were generic to the Al Anbar Province, but a lot of them were 

targeted to the people in Fallujah. We would do loudspeaker broadcasts from the 

periphery of the city, especially on Fridays doing counter-mosque messages. And 

then the last thing, we would pass out handbills in places we knew people were 

transiting into the city. We couldn’t go into the city itself, but we knew if we gave 

these handbills in certain spots they were going to wind up in the city, and that’s 

what we wanted to happen as well. So that was trying to get the fence-sitters and 

basically make it as diffi cult as possible for the insurgents to operate in the city. 

Toward the latter phase before Al Fajr, we focused on getting people out of the city, 

and we did that with a variety of methods. First we changed the tone of the radio 

broadcasts. We started spreading our messages, both through the radio and through 

leafl et drops, that said things like, “In the event of combat operations, please do the 

following things: stay inside your home; don’t get involved; if you have to come 

outside, don’t come out with a weapon.” Basically messages that were gearing 

people towards the fact that something was going to happen. We started changing 

the tone of those, kind of ratcheted them up a little bit as we got closer; and we also 

started sending messages to the insurgents. They’re the target audience now: “Defeat is inevitable. There’s no way you’re going to win.” So we’re getting a trickle 

of people coming in and out, and they would know when we were going to come 

because they’d have to see the troop buildup. Well, they obviously saw that wasn’t 

happening yet so we started another deception operation, which I don’t think I can 

talk about. The target audience and the effect were not the general population, but 

they were supposed to start word of mouth. We basically culminated our IO efforts 

by fi ring illumination missions over the city, usually around two to three o’clock 

in the morning. Lighting it up, which had unintended consequences which were 

actually of great benefi t to us. We did that for several nights in a row, and then we 
160

culminated with illumination rounds and Marine F-18 sonic passes over the city. 

After that, everyone knew the game was on; people left in droves and they quite 

literally emptied the city. We encountered very few civilians in the city. Most of 

them were males that stayed behind to watch their houses. We would transport 

them out of the city, usually up to Saqlawiyah where we had a civil-military operations center (CMOC) set up that would take people, give them some food, and get 

them on their way to their families.

JM: You mentioned loud speakers, radio messages, handbills and leafl et drops, 

and you mainly targeted the civilians with those. Did you a sense of which ones 

were the most effective?

AD: Well, I guess it would depend on what we were trying to accomplish. As 

far as getting them out of the city, I think the leafl et drops were rather effective. In 

terms of measures of effectiveness, I don’t think we can argue with the illumination rounds and the sonic booms; those things would be what tipped the scales. It’s 

something we always wrestled with: getting measures of effectiveness from radio 

broadcasts was very diffi cult. You just can’t simply talk to people. There were 

rumors that nobody during the day would be caught listening to one of our radio 

stations in public. So we would usually run most of our public service announcements as well as our radio messages at night when people would be inside their 

houses and had the freedom to listen to the radio. But very diffi cult to get. We did 

fi nd a lot of our leafl ets in houses, sometimes in vehicles, so we knew people were 

picking them up. Our IO campaign in Fallujah was always much different than it 

would be in the cities we had that were outside of Fallujah. So it was very unique 

and often very diffi cult because you were working basically two campaigns at the 

same time. 

MM: When this mass exodus of civilians started, was anyone able to search 

the vehicles and check people as they left?

AD: No, when the fl oodgates opened – I really don’t think we had expectations 

that we would be able to do that, and some criticism came of that. There was an 

issue with our troop-to-task and also, quite frankly, we have a line of cars stopped 

that close to the city which is an easy target for a vehicle-borne improvised explosive device (VBIED), so we let them go. We had a pretty good picture within the 

city on what we felt we needed to have a picture of. There would be indicators that 

would cause us to take action, if we felt it was necessary, and we weren’t really 

concerned with the exodus.

JM: Were you able to get a sense of what impact this IO campaign had on the 

insurgents themselves? Did it just harden them?

AD: The fact that we were mostly fi ghting foreign fi ghters in the city when it 

actually came to combat operations was an indicator that wedges had been made. 
161 

Whether you call them anti-Iraqi elements, anti-Iraqi forces, or whatever you 

wanted to call them, the fact was there weren’t nearly as many Iraqi insurgents in 

the city as there should have been. So I can attest to the fact that there was some 

success in targeting the insurgents.

JM: Once it became clear that you guys were going to go in, how did RCT-1 

fi t into this overall plan and what were your responsibilities?

AD: I’m an artillery offi cer by trade, so once it was going to go kinetic, I went 

from being the IO offi cer to being strictly the FSC. Several things happened. First, 

we gave up the rest of this entire AO [referring to map]; it was parsed throughout 

the various units. The unit that took the biggest chunk was 2d Brigade Combat 

Team (BCT) from the 1st Cavalry Division. Then we shrank it down – our zone 

changed to be basically like that.

MM: Is this map pretty much correct, with 2d Battalion, 7th Cavalry Regiment 

(2-7) on your left?

AD: As far as starting positions, it was. We had a radical shift in our zone and 

were able to focus all of our forces on Fallujah. We also did have this peninsula 

right here; that was 3d Light Armored Reconnaissance (LAR) Battalion, which 

was attached to RCT-1.

MM: They participated in taking the hospital?

AD: Yes, they drove down to the peninsula, isolated the hospital, and the Iraqi 

forces themselves went into the hospital. We made it clear to everybody that it was 

Iraqi forces that went in. Once they cleared the hospital, then we occupied positions around the hospital, this bridge right here. We had a small craft company, 

basically a riverine company, and they were patrolling the waterways right here 

as well. From Fallujah I, we knew there were rat lines that were coming into the 

city using the river and so we used our small craft company, which was normally a 

division asset, but it was attached us. They closed down the river as well and that 

was all done before anyone went into the city.

MM: That was November 7th, I think.

AD: Correct. It was the fi rst day which was, of course, followed shortly after 

by – actually, these numbers on your map are incorrect. This is 3d Battalion, 5th 

Marines (3/5) over here; this is 3d Battalion, 1st Marines (3/1). Then we were basically in all of our starting positions. 

JM: So we can try to get some of this on the tape, 3/5 is the northwest corner 

of the city and then 3/1 was right next to them?

AD: Correct. 3/1 was right next to 2-7. I don’t know if you want me to get into 

it right now, but I can tell you why everybody was where they were.
162

MM: That would be great.

AD: There’s a peninsula across the Euphrates from Fallujah, we just called it 

the Fallujah Peninsula. That was part of our AO and 3d LAR attacked north up the 

peninsula and isolated the Fallujah hospital, which is right at the tip. That’s where 

the Iraqi security forces went in and actually cleared that themselves. Then 3d 

LAR isolated Fallujah from the peninsula by taking the west end of both bridges 

and shutting them down. The southern part of the city as well as the eastern part 

were also isolated; that wasn’t our mission; that belonged to 2d BCT, with a second reconnaissance battalion who had been working with us, to seal the southern 

part of the city. There’s a large apartment complex that slopes up – and the city is 

actually pretty low. This is all much higher than the city. 3/5 secured an apartment 

complex in the northwest part of the city. Right here is a large train station.

MM: That train track sits kind of on a berm?

AD: It’s on a very high berm, about 30 meters high. To get into the city from 

the north, there are really only two places to come in. There’s a road right here and 

then there’s a much larger road right here called the Saqlawiyah Road; it leaves 

Fallujah and goes northwest off to Saqlawiyah. The only way to come in is either 

through this road or through this road, which has a trestle bridge so it’s a natural 

chokepoint. 3/5 takes the apartment complex and then 3/1 came down and took the 

train station. Once they took the train station using engineer assets, they basically 

cut the tracks and made lanes through.

MM: I’ve been reading about 2d Battalion, 2d Infantry Regiment (2-2) over 

here on the left. They used a mine clearing land charge (MCLC) to breach and they 

claim there were secondary explosions with that.

AD: There probably were. I know there was a minefi eld up here; we encountered it much later on as well after we cleared the city. But no, we didn’t. The berm 

was very low at the station for obvious reasons and the engineers just cut lanes 

through there. Almost simultaneous with that, 3/5 attacked to secure a foothold in 

the city. This was accomplished by avoiding this chokepoint altogether. 3d Marine 

Air Wing (MAW) drop eight 2,000-pound bombs simultaneously, basically causing a huge breach, cut a lane through the 30-meter train track berm. Engineers 

were right behind them, plowed over it, made it traffi cable, and then the entire battalion came through. Avoided this all together, came in from the west, and secured 

a foothold in the city. RCT-1’s objective was the Jolan District where all the heavy 

hitters lived; that was the area the insurgents probably deemed un-takeable.

MM: And at this time, RCT-1 was in fact the main effort?

AD: Yes. So they secure a foothold, then 2-7 CAV basically did a penetration 

attack straight down, almost one single MSR coming down here. Following them, 
163 

almost in trace, was 3/1 who were clearing on foot – tank/infantry teams clearing 

it. So the penetration attack goes down and ultimately we were trying to isolate 

this area of the city. They shot down fast enough to cut off any insurgents coming 

from the south going back to the north, because they originally thought we were 

coming this way. 3/1 clears, 2-7 CAV comes down and isolates this part of the city 

and strongpoints it, then 3/1 moves all the way down to the south, makes a right 

hand turn, cuts over to the rigger, and 3/5 then moves through the Jolan and clears 

it out. Later on, because of the dynamics of the city and the progress the other RCT 

was making – initially we were just supposed to do that, but we wound up actually 

pushing down all the way to the edge of the city.

MM: Did RCT-7 at some point become the main attack, or is that just somebody blowing smoke?

AD: Not to my knowledge. They were designed to be a supporting attack the 

entire way. They’re actually supposed to come down and clear this half of the city. 

We had such success here, going so quickly, that it only made sense to have us continue coming south. Rather than them hooking, they just continued south as well. 

Both our RCTs pretty much came down on line because the city is sealed here, they 

can’t get out, so ultimately it turned into a hammer and anvil operation.

MM: Speaking of tanks, you guys basically had a platoon of tanks with each 

battalion. Is that correct?

AD: We had two tank companies, so it was pretty much a tank company with 

each.

MM: They supported your Marines in the house-to-house fi ght while 2-7 took 

off down the road?

AD: Right.

MM: Now later on, did any elements of 2-7 have to come back and help or 

support anybody?

AD: Occasionally someone would call, especially the Bradleys – but their 

primary mission was to do the penetration attack to isolate that part of the city, 

strongpoint it, and keep that MSR open so we could move rapidly up and down 

the road as far as resupplying, medical evacuation (MEDEVAC) or whatever the 

case may be.

MM: I was reading Bing West’s book, No True Glory, and there’s a part in here 

where General John Sattler requests 2-2 and 2-7. Is there any truth to this, that they 

had worked with them before?

AD: I don’t know if he had or not. I know they were not the original unit that 

was going to do the operation with us. Originally, it was going to be the 2d BCT 
164

from Korea – not from 1st CAV. They used to work the peninsula more towards 

Habbaniyah. But I think the reason they didn’t come to us was that they were even 

lighter than us. I believe that higher levels wanted an armored punch, which is why 

CAV units were requested.

MM: Was that based on the April attack on the city?

AD: I believe they realized that we didn’t need more light forces; we needed 

heavy forces. In other words: an armored force that can protect itself. I think had 

the original plan or force allocation gone down, we would have been stripping out 

some of our armored assets to reinforce them. Of course, once we’d uncovered the 

whole city, we did an extensive back clearing to include the area RCT-7 had. They 

weren’t able to stay long enough to do the back clearing. They left and we, RCT-1, 

back cleared the entire city, literally every building and every house.

MM: The Iraqi forces working with you, did they work out okay? Were there 

problems; what went right or wrong?

AD: For their mission, they worked well. Of course, the ones on the peninsula 

did a great job. We also had some Iraqi security forces with 3/1 and they actually started back clearing; they were following right behind 3/1. I don’t know that 

there were enough Iraqi security forces that we could’ve employed them in any 

other way. But it was good because when an Iraqi soldier goes into an Iraqi house, 

he generally knows where to look for anything of importance and that was a big 

benefi t up front. Then later on, as we got more of them into the city – we always 

integrated them into a Marine unit so they’re working side by side.

MM: And you had your own Marine advisors?

AD: Yes. These units came with Marine advisors and, as each unit would come 

in, they would get integrated into a Marine battalion. It would go all the way down 

to the platoon level; there may be a Marine platoon with an Iraqi squad. Towards 

the latter stages, as you get closer to the election, there may be an Iraqi platoon 

with a Marine squad attached to it; that was the thought process anyway. We did 

back clear the entire city and that’s when I wound up taking my FSC hat off and 

putting my IO hat back on. At this point, we sent out messages, mostly over the 

radio and then handbills to the surrounding communities, saying we’re going to 

reopen the city for civilians to come back once we determine it’s safe, we’ve neutralized the insurgent threat, we’ve found all the weapons caches and unexploded 

ordnance, and we’ve restored some semblance of basic essential services to the 

city. So we were putting that message out. Then also, the three of us that made 

up our IO section went out with our psychological operations (PSYOP) detachment and literally went through everywhere they were clearing. We were putting 

in packets of PSYOP products, information sheets about the rules of the city, how 

the city was going to open, where they could fi nd help, what unexploded ordnance 
165 

looks like, what they could do if they had information, that type of stuff. It was a 

packet of about 10 handbills that we were literally putting in every house, every 

business. Posters, of course, all over the place. As the Iraqi soldiers established 

forward operating bases (FOBs) throughout the city and got their own little real 

estate, we were giving them those as well. The plan was that once someone came 

into the city and went to their house, there was already a packet waiting for them 

– and that was in addition to what we would hand out to them as they came into the 

city. We had fi ve entry control points into the city and we opened it by district so 

we could control the population as it came in. They received further information 

packets as they were coming into the city, once again a mix of PSYOP products as 

well as just strictly information products. Ultimately, we wound up opening up the 

whole city and letting everyone back in. From an IO perspective, we were focused 

on telling people how they could get to the CMOC, if they had any problems how 

they could take care of them, things of that nature.

MM: Could you talk about your calls for close air support (CAS) and indirect 

fi re? How did that go and were all these CAS missions provided by the Marines or 

was the Air Force involved?

AD: Anybody who had an aircraft wound up in one of our stacks. We knew 

we would have a lot of air. We established what we called Keyhole CAS; I think 

they’re trying to make it doctrine. We established four CAS stacks based on cardinal directions around the city, and that’s how we were able to deconfl ict our aircraft. The FOB is down in this direction and this is where our artillery was located, 

so naturally we already deconfl icted our gun target lines with aircraft. We put the 

aircraft in stacks, usually what ordnance they had and how much fuel would determine what altitude they would enter the stack and wait, and they’d just sit there 

and wait until someone on the ground requested some CAS. Then we would pull 

the appropriate aircraft from the stack and push them to the forward air controller 

on the ground. We would ultimately have to clear it ourselves back at the Regimental Fire Support Coordination Center before they dropped their bomb. Usually, 

they never had to enter the airspace over the city because they could drop them 

from outside. We also deconfl icted unmanned aerial vehicles (UAVs), depending 

on what type of UAV and where they operated at. From the air perspective, completely deconfl icted. The only time we would violate this was on purpose at night. 

We would bring AC-130s in over the city, but since we had positive control over 

the artillery and the aircraft, we could deconfl ict that ourselves.

MM: Were you handling any indirect fi re missions, say if you took some mortar rounds or some rockets? I don’t know if you guys had any Q-36s and Q-37s.

AD: We did. RCT-1 served as the target processing center for the division and 

we responded. Normally we had three Q-36s and a lightweight counter mortar 
166

radar. We were also tied into the network, both at Habbaniyah and at Baghdad International Airport (BIAP). In fact, we actually fi red a lot of missions into the 1st 

CAV zone for them because we could deconfl ict our air a lot faster than they could. 

When the fi ght went down for Al Fajr, we actually had full Q-36 radars; we had 

360-degree coverage. We also had two lightweight counter mortar radars all tied in 

together; and when you factored in the 36s and 37s that were outside our zone, we 

had absolute 100 percent coverage over our area. Before Al Fajr, the Marine artillery battery at Camp Fallujah was the primary counter battery shooter.

MM: And these are 155 millimeter towed?

AD: Yes, they are. When our RCT-7 came down, they brought a battery with 

them as well, so that gave us two batteries. Then, in order for us to provide this 

battery as direct support for RCT-1, an Army battery came in and assumed the 

counterfi re mission. 

MM: Those were the Paladins?

AD: Correct, but they were still tied into RCT-1; we still controlled them from 

a counter battery fi ght. So if we took incoming fi re, whether it was towards the city 

– which they actually did sometimes – or more likely towards us at the FOB, we 

would clear the point of origin, confi rm the point of impact, make sure the air was 

clear, and we’d fi re. In fact, there’s an article in the Army’s fi eld artillery journal 

written by our executive offi cer (XO). The Army battery came in and took over 

that mission for us, but this was the fun part. If I wasn’t working the counter battery fi ght, which was actually pretty slow at this point, I’d pull them into missions 

so I could mass artillery in the city. They fi red a lot of rounds into the city; and 

sometimes, if it was a big enough target, we would run air and artillery and mass 

it on the same target.

MM: So at times you did use air to come in and get a mortar or a rocket round 

that might have been fi red at you guys?

AD: Not in the city. However, outside the city – and this was before and after 

the fi ght – we would. If a rocket or mortar had been fi red and we had an aircraft 

in the air – and usually we do this with Harriers – we’d immediately vector him 

onto the spot with his targeting pods, he calls: “I see a pickup truck, I see two heat 

signatures, one from the engine block and another one in the bed.” Well, that’s the 

mortar, so we’d say go ahead and he’d drop on it. We did that several times.

MM: Just a rough estimate, but how many times do you think the insurgents 

fi red indirect fi re weapons during the course of this operation?

AD: I don’t know. At Camp Fallujah, I think we went 71 days in a row taking 

indirect fi re, and usually they fi red them in volleys of two or three.

MM: Were these mostly mortars or rockets?
167 

AD: Usually rockets, usually 120s. Usually they couldn’t get close enough to 

us for mortars. Typically, they would fi re mortars at our outposts that were guarding the MSRs or into platoon and company size locations we had in other cities. 

They’d fi re them at that. 

MM: What went well and what went wrong with working with the Army? The 

only thing I could fi nd historically was perhaps the Army working for the Marines 

on Guadalcanal. This is the fi rst battalion working side-by-side for a long time.

AD: It went great; it was very complementary. 2-7 CAV had their mission to 

blow straight down the city and then the 3/1 was basically protecting their fl ank as 

they went. We didn’t have nearly as many tanks but we had a lot more infantry, so 

they blew down the MSR and the Marines cleared the buildings and cleared their 

fl ank.

MM: And Marines were responsible for clearing each and every house, so 

they were going take a while – 

AD: At this point, we weren’t clearing every house. If we didn’t encounter 

anybody they just continued to move. They didn’t do detailed clearing very often 

unless they actually got into an engagement. Using UAVs as well, we could also 

follow the progress, see if there was anybody moving behind them or in front of 

them. On several occasions we did initiate artillery calls for fi re and CAS from our 

Fire Support Coordination Center. The air offi cer and I were actually the controllers for that, and typically we would do that off of UAVs.

MM: Speaking of UAVs, I got an email from somebody in 2-2 that said, I think 

it was November 8th, that they threw up one of their Ravens. Apparently, he said 

there was a frequency problem with the Marines and the thing crashed.

AD: I never heard about that. Sometimes we had problems with some of our 

UAVs over the course of the deployment. If there was a frequency issue, it could 

have been with our Dragon Eyes, which are a similar platform. They could have 

had some kind of problem but, to be honest, I don’t know.

MM: I had to look the Raven up because I hadn’t heard of that one. I guess it 

was a hand-tossed UAV.

AD: Right, and that’s about the same size as our Dragon Eye. The Dragon Eye 

is pack-portable. You just take it out, fold the wings out and let it go. I never heard 

of any UAVs crashing during this stage, at least not by accident.

MM: I guess there’s a controversy swirling around this entire fi ght on the use 

of white phosphorous (WP), and I don’t know if you can comment on that.

AD: I know we used it once, we being RCT-1. We used an MA25 felt wedge, 

and that was as a smokescreen we put up as the units were coming through the 
168

lanes. That was it; we didn’t use it anywhere else. I believe RCT-7 and I think 2-2 

did use it for another purpose, but I don’t know what that was. We never really saw 

the need for it.

MM: Apparently they had some sort of “shake-and-bake” mission, as they 

were calling it.

AD: Right. Once we got into the city, we almost fi red exclusively high explosive (HE) or else concrete piercing; that was about all we used. Fired a lot of it, 

but that was it. The only time we used WP was for a screen, and I know there was 

nobody underneath that one.

MM: Do you consider this to be the biggest fi ght of the war? Is there anything 

else that stands out about the fi ght for Fallujah?

AD: For OIF II, it was certainly the biggest one in my opinion. People have 

made comparisons as far as urban combat, that it’s the biggest battle since whenever. I would say it was probably bigger and more intricate than Hue City, so then 

you’re pushing all the way back to Seoul as far as being the biggest urban fi ght. 

We had a basically four-by-two kilometer battlespace with 7,000 Marines and Iraqi 

soldiers. But yet we still ran – depending on who you ask – 340 CAS missions, 

fi red about 4,000 rounds of artillery into it, and didn’t have a single case of fratricide, so I think a lot of lessons for years to come are going to be drawn from this.

MM: A lot of your fi re missions here, could these be considered danger 

close?

AD: Of the artillery missions, I would say at least 50, if not 60 or 70 percent, 

were danger close. I believe the closest we fi red to an observer was 60 meters with 

artillery and 100 meters for dropping ordnance. It had to be danger close almost always. On the fl ip side of that, I’ve never seen artillery fi red that accurately either.

JM: How do you account for that; is that just good training?

AD: One part was that the battery hadn’t moved for a while; they’re literally 

on a fi re base. We knew our positions, we had a pretty good handle on the shooting 

strength, the characteristics of the ammunition and propellants we’re fi ring and all 

that kind of stuff. Meteorologically speaking, we were fl ying MET balloons about 

every other hour, so they had easily satisfi ed four of the fi ve requirements before 

they’d even fi red. Of course, the last one was target location; and when everybody 

has their global positioning system (GPS) coordinates locked in on the target location and you’re looking at something that’s only 100 to 200 meters away, it’s hard to 

miss. We got to the point where we were actually using artillery as a counter-sniper 

weapon. If all other means failed, we would usually fi re two HE concrete-piercing 

rounds in the building the sniper was in. It proved to be extremely effective. 

JM: How closely did the planning you did track with the actual execution?
169 

AD: Initially it was going great. Actually, I would say we had to go off on a 

branch plan because of how successful it was going. We were able to penetrate 

the city much quicker than we initially thought. On the fl ip side, I don’t think we 

anticipated how much back clearing and how many insurgents there would be. It 

was almost like fi nding Japanese on an island 20 years later. For weeks afterwards, 

we were fi nding some of these guys coming literally out of holes in the ground 

who looked like they hadn’t eaten in days. They were very disheveled but still had 

as much fi ght in them as they did before. Then of course, the one thing we really 

couldn’t plan for was looking for and fi nding everything that was in the city. I think 

at last count we found somewhere in the neighborhood of 500,000 pieces of ordnance in the city: anything from 7.62 rounds up to anti-aircraft guns, mines, IED 

making material, artillery rounds, you name it. You couldn’t go anywhere in that 

city without fi nding some. Even when the people came back in we were fi nding it, 

because they were coming in and saying, “Hey, I found this in my shop; you need 

to come here.” You’d fi nd huge weapons caches still. So what went well was that 

the insurgents bought our deception and made the initial penetration in the city 

easy. Where it became diffi cult was how we were victims of success.

JM: Were you part of the IO campaign that was trying to accomplish this initial 

deception or was that being conducted by others?

AD: That was us, but it was more of a kinetic deception: doing the feints, limited objective attacks, that kind of stuff was a huge chunk of it. There were other 

things that I can’t really talk about that I was involved in that were non-kinetic, but 

I think the biggest piece was the kinetic deception.

JM: Is there anything, looking back, that you would have done differently, 

either from a fi re support perspective or IO?

AD: Not really from a fi re perspective. As far as IO, I don’t know because I 

don’t know what worked and what didn’t. 

JM: Are there ways IO could have been better employed or is that too diffi cult 

to quantify?

AD: I think it could have been better employed when we had a captive audience of people coming back into the city. Unfortunately, we knew what we wanted 

to tell them; but I don’t think we necessarily knew what they wanted to hear. I think 

we got better at that as we went along because we started fi nding out what it was 

they wanted hear. But we just didn’t have that up front, and I think we may have 

wasted some resources that had little effect.

JM: What did they want hear?

AD: They wanted to hear specifi c things like when the essential services were 

going to be up, how were they going to get their house rebuilt, what the Iraqi gov-
170

ernment is going to do to help. Some of those things we had answers to and some 

of them we didn’t, and we would make assumptions. Part of the city is actually 

lower than the river so when a lot of the pump stations were out – which many of 

them were out when we went in – a lot of water collects in the streets. They were 

fl ooded. So we’d get the pump stations fi xed at great cost and effort and risk to 

peoples’ lives and pump the water out, and we assumed people realized that that 

means progress. Well, it doesn’t necessarily mean progress because they don’t 

really understand how the whole pump system works, and we don’t bother telling them about it. “Why should I tell them this has been fi xed? They can see it 

themselves.” Well, maybe not necessarily – and guys that live in unaffected areas 

certainly don’t know that. We made it easier for them to report possible insurgents 

trying to infi ltrate back into the city and report unexploded ordnance and weapons 

caches. They didn’t know what to do if they found them, even though we handed 

out these things telling them what to do. Well, we started putting English on the 

back of these things that said, “If an Iraqi gives this to you, they have information 

about the following.” Because a lot of times, they’d hand these thing to a Marine 

or a soldier and, “Great, what does this mean?” Well, now they can fl ip it over and 

show you. Once these things started to work, more and more people started giving 

us actionable tips. There was another thing that worked really well that we didn’t 

even think about for a while. Even though we have one of the hospitals running a 

couple clinics and one or two ambulances, people don’t really know that’s available, so we put out a handbill that said, “If you need emergency medical attention, 

fi nd the nearest Iraqi security force or multinational force to get help.” We put 

on the back side in English that if someone hands you this, they need emergency 

medical help. Lo and behold, a couple days after we started handing those out, we 

actually had a father who ran out and stopped a Marine convoy going through the 

center of the city in the middle of the night, well past curfew. They stopped and 

he hands them the thing. His daughter had gotten burned with cooking oil on both 

hands really bad. They take her and the father, bring them back to our FOB, she 

gets immediate medical attention, and it paid huge dividends because that person 

is now going to go back in the city and say, “Hey, this a great thing.” We were slow 

on the uptake on a lot of that stuff because we just didn’t know what they wanted 

to hear. We had put up water tanks that were erected all over the city, and we assumed they would realize they could go and get their water there. We didn’t know 

we had to tell them. Of course, on the fl ip side, we didn’t think we would have to 

tell them, “Hey, stop taking the pipes and spickets from these things because the 

water doesn’t work then.” I don’t know how we could’ve gotten information like 

that, but we could’ve been more effective had we known that.
171 

JM: Do you know if there were any major lessons learned that either the Marine Corps or the Army took from this IO-wise that were applied to better effects 

later on?

AD: I don’t know the effect of it, but we were able to leverage radios a lot. We 

also did send a lot of radios into the city for people to use with instructions, and 

that’s not something that’s inherently in the Marine Corps. I think we realized that 

and we really leveraged that. I think there’s a difference between Afghanistan and 

Iraq. In Iraq, people are more likely to have and use radios. In a situation like that, I 

think it paid dividends being able to hit a large audience at one time. We also started making good use of large signs and billboards and that’s not something we were 

really thinking about up front – which are also a pain in the butt to produce. Two 

other things I know I learned – and hopefully the people on our staff learned – was, 

one, that IO at the tactical level in the Marine Corps is not properly staffed. There 

are not enough people doing it, it’s paid lip service, and it’s extremely important. 

We didn’t have the resources, such as copiers, to be able to mass produce handbills 

and things like that. The other thing is that the commanders place a great importance on IO, and I think they’re starting to learn exactly what that means. You want 

to have an IO campaign, what does that really mean? What kind of people do you 

need? What do they need to know? Who are they going to be working with? What 

kind of resources do they need? More importantly, how are you going to employ 

them? Are you going to have them do what you think is right, or are you going 

to have them tie what they’re doing to the scheme of maneuver, complementing 

lethal fi res, making the synergistic effect? We spent a lot of time reacting to what 

the insurgents were putting out rather than being proactive and better supporting 

the scheme of maneuver because we had limited resources.

JM: How much of the IO campaign was counter propaganda?

AD: Quite a bit of it. Counter propaganda and, say, counter events. If something happened, us coming out and explaining why that happened – and here’s 

another thing we didn’t know. A lot of times, we didn’t need to do that. If you’re an 

American and a car is driving through a checkpoint and the police shoot it up and 

kill the driver, that’s a huge thing; to us, that’s a signifi cant emotional event. Not 

necessarily true with the Iraqis. If we were to walk up and give them a condolence 

payment: if the lawyer goes out and gives them $2,500 for their family member 

that was killed and another $1,000 for their car, that guy is more than likely happy 

and he’s not going to raise a stink. We assume, however, that he’s going to. So, in 

an event like that, we go overboard explaining what happened, why it happened, 

how we can avoid it happening in the future.

JM: Broadcasting it all over the place –
172

AD: Well, people knew it happened but, quite honestly, they didn’t really care. 

I mean, they cared, but you know what I’m saying. You’re not going to elicit the 

same response from them that you would from an American, and I think we wasted 

a lot of time on things like that.

MM: I just checked one of my emails I got this morning from Brigadier General Dana Pittard; he was a colonel at the time. I think he was the BCT commander 

that was doing the blocking position in the south. He was saying something in 

the email about taking all the reporters. At least for your RCT, did you guys have 

reporters with you?

AD: Yes.

MM: So they weren’t just handed off to the Army?

AD: No. Unfortunately, one of my collateral duties was public affairs offi -

cer (PAO) for the regiment. We determined our threshold was usually fi ve media 

teams per battalion and we were more than maxed out when we went into the city. 

Everybody had multiple reporters. Shortly after Fox News did a big two-hour report on the thing in Fallujah – Greg Palkot was one of the embeds – we had embeds 

everywhere and we did everything we could to facilitate them getting the story out. 

I don’t want to say they helped us, but they helped report the steps we were taking 

to mitigate certain types of collateral damage. They would report on how we would 

approach a mosque we were taking fi re from. They knew we wouldn’t blow it up. 

They would help us explain to the world: “Hey, look, we’re returning fi re in kind, 

trying to limit the collateral damage. We’ve gone through every possible step we 

can and we have no choice left now but to do X.” We can’t task them and we can’t 

tell them what to report, but if they sit there and see everything we’re doing and 

they report it, then that’s a good thing and that happened. We had more press than 

we probably could have handled, but we did; and with the exception of one case, 

they were completely cooperative and played by the rules. In that one case they 

didn’t, they were asked to leave and were replaced by a different reporter team. 

MM: Who was it that wasn’t playing by the rules?

AD: It was a large TV news outlet; let’s just put it that way. But they acknowledged that their reporter had done something wrong and we let them bring someone else in to replace that reporter. Unfortunately, after the fi ghting was over and 

Fallujah became one of the safest places in all of Iraq and there were really great 

things going on, none of them wanted to come because there was no story then. 

JM: There was no bad news.

AD: Exactly. On Election Day in Fallujah, where half of all the votes from Al 

Anbar were cast – the entire province, half of them, 8,000 of them, were cast in 

Fallujah, which we fi gured was 30 to 40 percent of the eligible voting population 
173 

for the city. On that day, there were two reporters in the city, and one was a local 

radio reporter from Chattanooga. Nobody wanted to come and cover the story. 

They didn’t want to cover the hundreds and thousands of people that were in line. 

They didn’t want to report on the fact that we ran out of voting material and had 

to run some of the Independent Electoral Commission of Iraq (IECI) workers back 

to our FOB to get more. They didn’t want to report any that, and that’s why I think 

the media gets a bad wrap from people like me that were down there involved in 

things like this. They only want to report the ugly stuff. That’s my soapbox on the 

media but, yes, we did have them and they helped show the truth of what was going on, to dispel any kinds of rumors. Before we went into the city, there would 

still be news stories that would come out of the city, and usually they would hit AlJazeera because they’d placed stringers in the city. They didn’t necessarily have to 

be credentialed; they could be anybody who writes a story. Even though we know 

they’re not telling the truth, it was very diffi cult for us to counter that in the Arab 

world because we don’t have anybody on the ground. So once we got reporters in 

the city, that was huge because now these are agencies that have a better reputation, 

perhaps less biased, less of an agenda than someone reporting for Al-Jazeera. We 

actually took one embed team from Al-Arabiya. We put them in the city with one 

of our civil affairs (CA) teams, ran them around for a while. We had been telling 

them, “Hey, you guys can come,” and one of them fi nally said, “Yeah, we’ll do 

it.” The Marines weren’t exactly thrilled when they found out who it was going to 

be at fi rst, but they worked great. I don’t want to say the media was part of our IO 

campaign, because it wasn’t, but I think it complemented it quite a bit.

JM: How did you educate yourself or how did you get smart on what constituted effective IO prior to conducting them? What was part of your training?

AD: I had very little training when I got over there. I had a two-week course 

before I showed up. At fi rst I though that IO stood for investigating offi cer or 

incidental operator. I didn’t know it meant information operations. So I did a twoweek course, got there and sat down with the guy I was replacing. Sat down with 

the PSYOP, the detachment offi cer in charge (OIC) captain. We fi gured out what 

effect we wanted to have on the population and then we’d work back and see what 

kind of product we could do. What was the best delivery means? It was really hard 

to see measures of effectiveness. If we were running a campaign to help educate 

people about vehicle control points and procedures they should do when they approach them, the fewer people that got shot up told us that our campaign was having some kind of effect. When we started seeing anti-insurgent or neutral graffi ti 

messages starting to come out, those were measures of effectiveness for some of 

our IO campaigns. When the mosque would stop printing the jihad and hate messages on Fridays, that was a measure of effectiveness. Then, of course, the biggest 

thing, when we knew our IO campaign worked – at least on one occasion – is when 
174

we wanted to get people out of the city: we got them out, we didn’t ask and they 

left. We would literally just look at the effect we wanted to have and try to fi nd the 

best way. Who we were going to target, how were we going to get the message to 

them, and what’s the message going to be? Sometimes it got creative. One city, 

Karmah, it’s kind of a hot bed and people wouldn’t take the handbills we were 

trying to pass out. So what we started doing was handing out little packets with 

coloring books and markers and soccer balls and soccer jerseys to the kids. After 

we’d done that a few times in the city, we’d hand out that plus a couple handbills 

to the kids because we knew they were going to take them home. And it got to the 

point where the kids just liked the handbills. We’d hand them the handbills and 

they’d run them home. Now, maybe the adult would read it, because we fi gured 

out that the adult wasn’t going to walk up to us and take something because they’d 

just marked themselves. But if it gets into their house, maybe they’ll read it. So we 

fi gured out some techniques like that. The target audience was the adults, but the 

means of delivery was the kids.

JM: Are there any other things you’d like to touch on or other things you think 

deserve special attention about Fallujah or anything else?

AD: I will say one thing: Fallujah was a unique city. It’s traditionally been 

along smuggling routes. It recently had a big criminal element and also a big former Ba’athist element down there, which also made it kind of a unique city. Something we really had to focus on was that most of the rest of Iraq didn’t really care 

what happened in Fallujah. An Iraqi I knew and worked with from time to time 

– who was not from Fallujah; he was from Baghdad – he said, “Iraqi population: 

25 million. Big bomb” – meaning Fallujah – “Iraqi population: 24 million. Nobody 

really cares.” That was kind of the perspective most people outside the city really 

had, which I think helped us to realize that, while we want to avoid collateral damage as much as possible, we may have a slight window here where we can go a 

little heavier. Also, when we started talking to people afterwards – and we leveled, 

Lord knows, probably half the city and damaged the other half – and people are 

walking up and don’t have a house anymore, we’re thinking they’re going to be 

really upset with us. Actually, they said, “You know, I don’t have a house, but I also 

don’t have to worry about my kids anymore.” We were shocked that people in this 

city are talking like that. Election Day turned into a mob in that city. We couldn’t 

stop our vehicle because if we stopped, we probably wouldn’t be able to start them 

again because people would be coming all around us. Shock. We had no idea that 

the people in the city were that anti-insurgent and were probably wanting us to 

come in. We had no idea, and that would’ve been a really nice thing to know. The 

uniqueness of the city gave us more of a free hand in being heavy handed when 

we needed to be.
175 

MM: You’re going to be over here for a few more months, right, in case we 

have any other questions?

AD: Yes, until June. 

MM: Great. Well, I have your email address and am certain to have many more 

questions.

JM: Thanks so much for you time.

177 

Major Pete Fedak

15 February 2006

JM: My name is John McCool [JM] and I’m with the Operational Leadership Experiences Project at the Combat Studies Institute, Fort Leavenworth, Kansas. I’m interviewing Major Pete Fedak [PF] on his experiences during Operation 

IRAQI FREEDOM [OIF]. Also present is Mr. Matt Matthews [MM], also of the 

Combat Studies Institute, who will be asking questions as well. Today’s date is 15 

February 2006 and this is an unclassifi ed interview. Before we begin, Pete, if at 

any time you feel we’re entering classifi ed territory, please couch your response in 

terms that avoid revealing any classifi ed information. And if classifi cation requirements prevent you from responding, simply say you’re not able to answer. Could 

you please start off by giving us a brief thumbnail sketch of your military career 

and then we’ll focus on your deployment to OIF?

PF: I came in to the Army in 1993. I attended IOBC [Infantry Offi cer Basic 

Course], Ranger School, commissioned in the infantry. My fi rst assignment was 

in Korea. I went over and was a platoon leader and executive offi cer of Alpha 

Company, 1st Battalion, 506th Infantry up at Camp Giant along the DMZ [Demilitarized Zone]. After that, I came back to Fort Benning, spent my time there from 

1995 through 1997 at 1-19 Infantry, basic training on Sand Hill as the company executive offi cer for Bravo Company. Then I attended the Infantry Offi cer Advanced 

Course. After that, I went to Fort Hood from 1997 through 2001. I spent time there 

as an S3 Air, Bravo Company commander, battalion S3 and HHC commander for 

2d Battalion, 8th Infantry Regiment, part of 2d Brigade, 4th ID [Infantry Division]. 

At that time, I went overseas to Hohenfels, Germany as an OC [Observer Controller] in the summer of 2001 and stayed in Germany through summer 2005 when I 

came here for CGSC [Command and General Staff College]. In Hohenfels, I was 

a scout platoon OC, rifl e company OC, S3 Air OC, and the Training, Analysis and 

Feedback Facility advisor to the senior task force OC. While I was in Hohenfels, a 

tasking came down for two 10-man teams to deploy to Iraq to train Iraqi Army soldiers. The tasking was supposed to be from March of 2004 for a period of approximately six months, and I was selected to be the lead for one of those two teams that 

were sent down. So myself and nine men went down to train the Iraqi Army.

JM: Now, how did you prepare yourself for this assignment? Did your OC 

experience help you get this position?

PF: As far as getting the position, the taskings went to Hohenfels and they 

were assigned to two of the OC teams to fi ll. Part of the intent was to keep the 

teams together for unit integrity so as not to, if you will, pull guys from all across 

Hohenfels, so it was guys who had already worked together and had some level 
178

of cohesion. As far as being selected, it was something that I had asked to do, 

volunteered for, and I was lucky enough to be chosen as the lead for one of those 

teams.

JM: Can you describe the team training you went through prior to going, and 

also, then, the regimen that you put these Iraqi soldiers through?

PF: It’s kind of interesting. When the tasking came down, it was pretty early 

in the formation of advisor teams. At the time, they were calling us ASTs, Advisor Support Teams. The message I saw that tasked us to go to Iraq to do this 

was pretty vague. It instructed that the 10-man team would consist of a major, 

two captains and seven NCOs. One of those NCOs would be the team sergeant 

– preferably a master sergeant – but instead I took a very senior E-7 who he did 

a great job. There were six additional E-7 sergeants fi rst class. As far as the guidance, though, there was very minimal as far as what exactly we would be doing 

down range, except for that we’d be training Iraqi Army from formation through 

preparations to going into an operational status. Our understanding at the time, to 

put it in layman’s terms, would be to conduct basic training with Iraqis from the 

time they showed up – similar to Sand Hill –through graduation. And then additionally, which is different than Sand Hill, instead of just doing individual soldier 

training, we would take them through squad-level, platoon-level collective tasks 

– time permitting – up through company and battalion staff functions. These are 

obviously pretty complex tasks to accomplish in a six-month period. So that was 

our understanding. Like I said, it was pretty vague at the time. There was really no 

explanation of, “These are the sort of the things that you’ll do by this method of 

instruction.” Our 10-man team generically prepared for movement to Iraq just doing individual soldier skills: fi rst aid, shooting, those types of things. As far as any 

thoughts about operational-type missions, we kind of thought that that would be 

beyond our purview. The tasking was a basic training-type tasking. So, that said, 

we had been informed of the tasking, I want to say it was the end of 2003, maybe 

December. After that preparation, our fi nal orders were to deploy the beginning of 

March; and if I remember correctly, we fl ew out on 15 March 2004 from Ramstein 

Air Base and we went down to Kuwait. We were the lead team of those two teams. 

The other team that eventually wound up being advisors to the 7th Battalion left 

approximately a week or two after us. Is this on track?

JM: Yeah, this is great.

MM: This is actually perfect stuff because we’re also getting ready to write 

something on the training of indigenous forces.

PF: I just wanted to make sure I wasn’t going down too far down the road here 

with the details. So then we arrived in Kuwait. And once again, the training mission was not really a set mission at this time. So when we showed up, there was a 
179 

lot of confusion as far as, “Who are you guys with? Who are you assigned to?” At 

the time, we were working with the unit called CMATT. 

JM: The Coalition Military Assistance Training Team.

PF: Right, out of Baghdad. So we were contacting them on the phone from 

Kuwait. They had fi gured out, “Well, okay, you need to get a fl ight up to Baghdad 

with your team. Once you land there at BIAP [Baghdad International Airport], 

we’ll get in contact with you and we’ll get you squared away and fi gure out where 

you’re going from there.” So I caught a C-130 from Kuwait up to BIAP. We landed 

and some of the CMATT fellows linked up with us. One of the captains and I went 

to the palace, as it’s called, in the Green Zone. The CPA [Coalition Provisional Authority] headquarters there. I talked to CMATT and tried to understand a little bit 

about what they expected that we would be doing in country. The next day, my 10-

man team was moved from BIAP to Taji, Iraq. Taji was really the fi rst time that we 

started to see the training teams – or people that were associated with the training 

teams. There was a base structure there, the senior guy being a lieutenant colonel, 

and he had a sergeant major and then the requisite fellows underneath him, and that 

was sort of a CMATT forward. So CMATT proper was back at the palace; CMATT 

forward was out at Taji. I think what wound up happening later was that they really 

became sort of the RSOI [Reception, Staging, Onward-movement and Integration] 

for advising teams. They would come in and get their ground rules on, “Here’s 

what’s going on as an advisor.” And then they would get farmed out to whatever 

unit they were going to go be advisors for. When we showed up, it was pretty much 

the early stages. There was one battalion that was at Taji, if I remember correctly, 

that was there and operational. I want to say it was the 2d Battalion, Iraqi Army, 

and they had an advisory team that was operating out of Taji with us. When I say 

Taji, it was adjacent to 1st Armored Division, which I think was at Camp Victory. 

Outside of that wire, there was a separate area for the 2d Battalion Iraqis and the 

CMATT fellows, which is where we fell under. So we went out there, stayed with 

them. I think now there’s something called the Phoenix Academy of Taji. I don’t 

know if you’ve heard of this, but I believe it’s supposed to be like a little training 

program for new advisors coming into country. Well, when we showed up, there 

really wasn’t a Phoenix program per se. The sergeant major that I spoke of, he 

kind of said, “Here’s where we are at.” And there were about three days worth of 

classes – and I use the word “classes” loosely – to try to get us spun up on what 

was happening with the advisor teams, to give us a little bit of fl avor for Iraqi culture, a little bit of language. Understand that this was the only thing available or 

set up at the time; the sergeant major was doing his best for us. And then we were 

in a holding pattern, basically, until they could fi gure out which battalion we were 

to link up with and work with. Because at this time, they were still forming them. 

There was a lot of fl ux as far as which posts would form the bases for the differ-
180

ent training locations. So we were at Taji for two weeks, because we went up to 

Kirkush on 1 April, which is my anniversary, so I remember that. While we were 

there, the other advisor team out of Germany came and met up with us at Taji also, 

and we also met up with the 5th Battalion advisory guys – which is that fellow I 

referenced in the Bing West book, Major Mike Zacchea, who turned out to be the 

lead advisor for 5th Battalion. What fi nally ended up hashing out was that these 

three teams – the Marine team, led by Major Mike Zacchea; the one Army team, 

led by myself; and then the other Army team, led by Major Jim Lechner – would 

form the nucleus of the 3d Brigade teams, and we would fi ll, respectively, the 5th, 

6th and 7th Iraqi Army Battalions that all fell under the 3d Brigade. There was additionally a lieutenant colonel, then promoted to colonel – Toby Hale – who was 

located at Taji also. He would be the advisor to the 3d Brigade. Once we all met up 

at Taji, formed up, then we moved to Kirkush. There was some controversy about 

whether we would train at Taji or Kirkush. The fi nal decision was made for us to 

move to Kirkush and conduct training out there. On 1 April, we moved basically 

the whole brigade’s worth of advisors from Taji up to Kirkush. When we got up 

there, Kirkush was a pretty good-sized base – probably fi ve kilometers by about 

15 kilometers in size – a small portion of that having an American unit contingent 

on it, which was the 30th Enhanced Separate Brigade out of, I want to say, North 

Carolina. But 30th ESB fell under 1st ID. They were one of the brigades operating 

in 1st ID’s footprint. They had a small portion of the camp. The rest of the camp 

fell under a Marine major who worked for CMATT and who was the base commander, Major Mike Manning. He was responsible for getting us in, getting us 

settled, and he was the one who played musical units and shuffl ing the different 

units around as they arrived. Space was limited and there was only so much room 

on the camp as facilities were being upgraded, so they couldn’t use all the facilities 

at a given time. He had to sort of shuffl e people around. On the camp, a battalion of 

Iraqi Army was there. It already had an advisor team and had already fi nished basic 

training. They were operational. It was 1st Battalion or 4th Battalion, I can’t remember right now off the top of my head. Additionally, the ITB, the Iraqi Training 

Battalion, was located on Kirkush – basic training for Iraqi soldier replacements. 

They weren’t actually doing full units; they would train these guys and then they 

would fi ll shortages in the battalions that existed at the time, which was 1st, 2d, 3d 

and 4th Battalions. At the time, they were called IAF, Iraqi Armed Forces, but then 

later transitioned to the IIF, Iraqi Intervention Forces. So you’ve got ITB, you’ve 

got the one operational battalion, and then we show up. It’s 1 April. The plan 

was to bring in the leadership, initially, for the battalions, and they were staged 

sequentially. So the training was staggered, with the fi rst battalion formed being 

the 5th, the last battalion being the 7th, and we were kind of in the middle. If I 

remember right, it was around the end of April when we received our leadership, 

which consisted of all the offi cers that were assigned to the battalion, and I think 
181 

the NCOs starting coming about two weeks later. The intent was to try and get the 

offi cers together, fi gure out the training plan – and we got a very generic schedule 

from CMATT as far as what tasks needed to be accomplished. It was sort of an 

example calendar of what this basic training would consist of. We kind of took that 

and modifi ed it based on range availability, moving things around. It was kind of 

a structure of what needed to occur, for the most part. The intent was the get the 

Iraqi leadership together and get them spun up so they could run the basic training. 

I’ll speak to our battalion, 6th Battalion, because I know our battalion the best. 

6th Battalion was at its peak at about 1,000 guys. So for 10 advisors we couldn’t 

really run the basic training. We had to advise a core leadership to run it and then 

use them accordingly.

MM: What was the background of these Iraqi offi cers that showed up? Where 

did they come from? Were they former army offi cers or were they selected? Were 

they Sunni or Shi’ites?

PF: I can’t defi nitively say that all of them were former army, but I want to say 

that the majority had some military experience as offi cers. As far as the recruitment, the recruitment for offi cer, NCO and enlisted guys was handled at CMATT 

or at another unit, which wasn’t part of my purview. My understanding was they 

sort of interviewed, vetted and tried to fi gure out who was going to fi ll which position based on experience. I know that a lot of the offi cers who showed up had been 

assigned at a rank probably one below their formal pay grade: so if they were a 

lieutenant colonel, they came to us fi lling a major’s position. For example, the battalion commander was a full colonel and he showed up as a lieutenant colonel, and 

he was a full colonel in the Iraqi Army in the old days. As far as the ethnic breakdown, it was a mix. The demographics tried to mirror Iraq, so we had a proportion 

of Sunni, Shi’a and Kurds that were approximately comparable to the population. 

So the bulk of our guys were Shi’a; the minority were Kurd and Sunni. I can’t 

remember what the exact percentages were, but it pretty much mirrored the demographics. The intent was to keep it diverse and not just Shi’a or just Sunni. And a 

lot of our Kurdish offi cers had been offi cers that had served with the peshmerga up 

in what they consider the Kurdistan region in the north of Iraq. It was a diversity.

MM: Was there any concern on your part that there might have been some antiIraqi forces that maybe slipped in and were able to get into the army? Was there 

ever any concern that you might be working with somebody that had fi nagled his 

way in?

PF: Absolutely. That was something that you had to keep in mind. And understand, that was the very early stages; the vetting process can only be so thorough 

initially, especially when you’re trying to form entire battalions. So, yeah, you had 

to treat things as suspect. One of the big issues that the battalion commander and 
182

I would struggle with was operational security. In other words: How much can we 

release to what level of the men as far as what missions we’re going on? When is 

the level too low and when do we assume too much risk telling too many people? 

There was always a concern that either anti-Iraqi forces were in there, or people 

that just have ulterior motives. Some of our Kurdish offi cers had left, and this was 

across the board. We had attrition across the board. For example, the Kurdish offi cers, the discussion was that if they left, they were leaving to go back to the peshmerga and bring some of those lessons learned and some of the information about 

our training system. But not to single out the Kurds, because, across the board, 

we had Kurdish, Shi’a and Sunni all go AWOL [Absent without Leave] at various 

point throughout the training, all the way right up through operations in Fallujah 

in November 2004.

JM: Talking about possible infi ltration, did you have any actual incidents of 

that?

PF: No, we never had anything concrete, where something occurred and we 

were like, “Yes, this guy had infi ltrated and caused this to occur.” Once again, we 

had guys slip away in the middle of the night, don’t know where they went off 

to, what sector of society they turned to. But as far as anything happening per se 

against 6th Battalion that really stood out as being tied to infi ltration, no, I didn’t 

have any experiences of that, but it was something you had to keep in your mind 

and think about.

MM: How’d you work paydays over there if there really weren’t any banks? 

Did you have to give them a couple days off to take their money home? 

PF: Yes. Payday and leave are major emotional events with the Iraqi Army, 

and we laugh about it as Americans, because for an American soldier you have 

direct deposit. Your wife has access to your funds. As you said, there are no banks 

over there so we think, “What’s the big deal?” Payday activities in the Army have 

dropped away. There are no payday activities. Your direct deposit goes in, life 

goes on, come to work and shut up. In Iraq, it is a major emotional event. What 

happened is leave would have to be cycled over a four-week period. So when the 

soldiers signed up to be in the Iraqi Army, they signed up for three weeks of work 

and then one week of leave, and that was the cycle they were supposed to be on. 

The problem with that – you can kind of guess this – is we can’t say the whole battalion gets to go home. And ultimately this is part of the confl ict that occurs. I’m 

kind of jumping ahead now, but remember when the ministries got turned over to 

Iraqi control in 2004. It was either June or July.

JM: It was in late June, I believe.

PF: Yeah, June. It was a surprise that we did it early, that Paul Bremer turned 

it over a couple days early. But anyway, payday was basically “X” day towards 
183 

the end of the month, give or take a few days on each end. So the money would 

have to come from Baghdad, it would come to Kirkush on a convoy, and when it 

would show up that was the time when everybody in 3d Brigade would get paid. 

The problem was, that’s when everybody wanted to go home. “I got money, so I 

want to go home for a week to pay my family.” Well, 6th Battalion consisted of six 

companies. You had a headquarters company, four line companies – 1st Company, 

2d Company, 3d and 4th – and then we had a transportation company. So six companies, and the intent was to cycle it so every week one of the four line companies 

would be on leave and a quarter of headquarters and a quarter of the transportation 

company would be on leave. The problem was that, right after payday, you had 

some guys that would say, “I’m not waiting for my leave,” because it would rotate 

a little bit. If you can imagine, 52 weeks in a year and eventually it would rotate 

where you’d be the guy that would get paid and get to go right on leave. But if you 

happened to be the guy that got paid and then had perhaps three weeks to wait until 

you got to go home, you might say, “Forget this, I’ve got to run.” We had that, and 

sometimes a guy would go home and then come back, and it was a hard decision 

whether to take him back. Is this a good soldier or do we need to say, “Hey, you 

went AWOL; you’re out of the army.” So those are things you had to take into 

consideration. So pay was huge. And also trust. I know the Army is going to put 

money into my account on the last day of the month. That’s going to go in there. 

There’s no mystery about it. For the Iraqis, though, if the convoy was running late, 

which often occurred, they’re working on good faith now. “Where’s my money 

for my work?” “Well, you’re going to get paid.” Well, if you don’t have that trust 

from the past, and if the Iraqi government in the past used to not pay their soldiers, 

there’s that level of, “Well, I’m going to stay around here and you’re not going to 

pay me, and then you’re going to tell me to go home and I’m going to get screwed 

out of a month’s worth of pay.” So that was a huge issue.

JM: How did you go about building rapport with these guys and establishing 

trust, of you by them and vice versa?

PF: That’s a long process, and it takes a lot longer in the Middle Eastern culture to establish that rapport than in America, where you’re forced to work in 

teams for better or worse. You run into the same problems, but there it’s a much 

slower process. We tried to do habitual advisor relationships. I had myself, two 

captains, a senior NCO and then six sergeants fi rst class. Those six sergeants fi rst 

class acted as habitual advisors to the six companies. So they were the guys who 

always stayed and always worked for that company and was their mentor, if you 

will. And initially, when the leadership showed up, they’d work with that leadership, then bring the NCOs in, and then when the privates came, hopefully they 

had a little bit of that rapport built. The NCO piece was hard because the Iraqi offi cers don’t look at NCOs the same way American offi cers look at NCOs. So there 
184

wasn’t that level of trust and there wasn’t that level of confi dence as far as what 

could be delegated to an NCO. The two captains basically split duties within the 

staff functions of S1 through S4. So one captain worked the S1 and the S3 jobs, 

and the other captain worked strictly the S4 job. That may seem a little backwards 

but, at the time, conditions were very austere being one of the fi rst units that stood 

up, so supply and logistics was a major emotional event. Just to get these guys a 

bed to sleep in, shaving kits, the bare necessities of life, and then additionally get 

uniforms and equipment. So that was a full-time job for one of the captains. The 

other captain worked S1 so, obviously, pay was a huge issue, accountability with 

AWOLs, and additionally he was the operations guy and would do a lot of the operational planning. Those two captains could also fl oat and kind of be mentors. We 

split up the companies. I want to say the S1/S3 captain, Captain Chris Clay, had 

Transportation Company and then 1st and 3d Companies. And then Captain Mike 

Sullivan, who was the S4 captain, he had 2d, 4th and Headquarters. The short version is that they split over three companies to hopefully give that Iraqi captain/major, that company commander, give him an American captain mentor that he could 

talk to about offi cer stuff. He had that embedded sergeant fi rst class advisor, but 

someone else who could give him another perspective. And then myself and my 

senior sergeant, Sergeant First Class Richard W. Smith, we worked battalion integration, battalion commander, battalion sergeant major, and then basically through 

the whole spectrum of staff functions down to talking to company commanders 

and trying to get companies up and running. Anyway, does that help with rapport? 

I think over time we grew closer. Fast forward from forming up in April to actually 

rolling out to Fallujah in November 2004, which was approximately seven months 

later, that core group was pretty tight. There was a high level of respect both ways. 

My respect grew quite a bit for the Iraqi troops and what they’ve gone through and 

understanding their cultural aspects, which is something that I can talk about for a 

while. Understanding their aspects and how to look at it from their point of view, 

versus always imposing an American point of view.

JM: You talked about this proportional representation – you had Shi’ites and 

Sunnis and Kurds – were they able to get along well, especially the Kurds with the 

Iraqis, considering their history. Were they able to be a unifi ed fi ghting force?

PF: Surprisingly, yes. We had thought prior to deploying and getting there that 

there would be a lot of infi ghting issues amongst the soldiers. If you think about 

America, back when there was segregation and such, there was probably more 

resistance at higher levels. But at the user level, where the people are interacting, it sort of melds together more. And we mirrored it through the companies. 

We wouldn’t make a Sunni company or a Shi’a company, and CMATT had pretty 

much said that: “Keep diversity down to the platoon levels. Don’t try to keep guys 

segregated.” We didn’t see a lot of that problem. You would see cliques, if you will, 
185 

of guys who would habitually hang out together in the evenings. People would 

generally group up with their cultural structures, which is really not that out of the 

ordinary. There were some unique problems that arose, specifi cally due to culture. 

The one I can think of precisely was that there was a group of Kurds called the Yazidi Kurds, and the issue was that they were adverse to water. In other words – and 

I don’t know how to say this without coming off a little strange – but their religious 

beliefs were that dirt was okay and that water was actually bad, to cleanse yourself 

with water. So there were some hygiene issues in the barracks with this group of 

soldiers. But it really wasn’t so much based off the fact that that they were Kurdish, 

more the fact that they’re not washing up properly and are making a mess in the 

latrines, and this is a problem for everyone. Within the offi cer staff, I felt like we 

had a pretty good relationship between the different the various groups, between 

the offi cers. A good working relationship.

JM: Can you talk a little bit about the context that surrounded your battalion getting sent to the Fallujah fi ght? What was the timeline of events and everything?

PF: Okay, so we have the leadership training. We got those guys spun up and 

then we basically started fi lling the battalion with new recruits. So what happened 

was that they showed up at the front gate at Kirkush from across the country, 

which is different than the ING [Iraqi National Guard] units at this time which had 

been taken from a local area. So the battalion could consist of guys from Basra 

in the south all the way up to Mosul in the north, and everywhere in between. 

So they show up. We get them integrated. We conduct our basic training, which 

takes approximately two months, so we’re looking at May/June. And then once we 

fi nished the individual training, we had the graduation ceremony, similar to Sand 

Hill at Fort Benning, Georgia. They graduated and then we began working collective tasks. We started a rotational schedule where guys could go on leave and then 

three weeks of work, and during those three weeks we started off with squad-level 

training and we really got up to platoon-level training coherently. Company-level 

operations weren’t really what we’d consider company-level operations in the U.S. 

sense. We’d go out as a company and set up a company checkpoint, but really the 

platoons work in concert at one location. We conducted that training basically inside the wire in Kirkush: safe and benign, just training inside the wire. Getting outside into sector was a little bit of a struggle initially because the 1st ID controlled 

the area we were in. It was their sector; 30th ESB worked for 1st ID; they owned 

the sandbox outside of Kirkush proper. You can’t just wander outside the gate and 

start doing stuff; everything has to be coordinated. We needed to coordinate with 

1st ID, basically, to start doing joint missions with the U.S. forces there at Kirkush, 

to sort of get our feet wet and start getting the guys out on live missions. We need 

to get out and start doing operational missions close to base, just to get guys in the 
186

fi eld for locking and loading – real missions, real rounds. With Bremer leaving and 

the CPA being stood down, MNSTC-I [Multi-National Security Transition Command-Iraq] is standing up, so it takes over. And at this time, General [David] Petraeus is also taking over as the trainer for Iraqi security forces. Specifi cally under 

him, our CMATT point of contact was Brigadier General [James] Schwitters. He 

was the guy that sort of did the Army portion of that. They basically talked to 1st 

ID, got the arrangements set together, and then we started doing partnership missions where we would go out with a platoon of guys from the 30th ESB – from the 

different infantry units that were there. That platoon would go out and we would 

take company- sized Iraqi units at a time. So basically, your cycle was a red, amber, 

green, leave. You’d go on leave, you’d come back from leave; you’d have a red 

week where you just kind of got back, got some individual tasks down and sort of 

got set; in the amber week, you do some collective training to get ready; and then 

in the green week, you’d go outside the wire and actually start doing some, I’ll 

call them “baby missions.” Relatively speaking, Kirkush was a somewhat quiet 

environment relative to Baghdad, or something to that effect. So it was a good 

chance to get the guys out with these platoons from 30th ESB and let them start 

doing real-world missions. The bulk of our missions at that time – probably at the 

end of July – were traffi c control points up in that area, obviously looking for contraband, weapons, large sums of cash, and cordon and searches. Well, I shouldn’t 

say cordon and searches. I guess I should say combat patrols. I don’t want to use 

the term “presence patrol” because that’s out of vogue. It’s never a presence patrol; 

you’re there for a reason. But basically we would try to get the Army into the villages around Kirkush and let them start meeting the local people. And really what 

we were trying to do was gather intelligence, with the intent that, hopefully, when 

some Iraqi faces started going into these villages, there’d start to become some 

more crosstalk versus when the Americans were there by themselves. “Hey, here’s 

an Iraqi. I can trust him a little more. Let me tell you what’s going on.”

JM: Is that what happened? Were you able to quantify that?

PF: In the time we went operational – which we’re looking at the end of July. 

We moved to Fallujah in late October, beginning of November, so it was really 

about three months. While I was present, we never really got any large payoff tips 

from that piece. In those three months, I can’t give you anything concrete of, “Here 

was a high payoff; we got some feedback that turned into something.” I know later, 

after I had left and the unit came back to Kirkush after Fallujah, there was a large 

training camp that was identifi ed south of the camp about 20 kilometers, in an area 

that we had been working prior. I don’t know if some of that led into it or not. I 

can’t say either way. So that was really a three-month operational period from the 

end of July through November. During that period, all the battalions had graduated, so now you had 5th Battalion, 6th Battalion and 7th Battalion that were in an 
187 

“operational status.” Ready to go outside the wire and do stuff, but not trained to 

the level of 1st through 4th Battalion IIF guys. So 5th Battalion had got the word, 

“You’re going to move back to Taji, near Baghdad, and provide base protection, 

basically for Taji.” They were going to take over the perimeter. More training was 

going to be done at Taji so they wanted to relieve the units that were there from 

the security mission. And 5th Battalion was going to do that: manning posts and 

also doing active patrolling outside the wire. And us, along with 7th Battalion, 

we were to remain in Kirkush and do those local patrols with the 1st ID. I think it 

was in October, but 7th Battalion got activated to go up to the fi ght in Samarra, so 

they cleared out of Kirkush and went up to that location. 6th Battalion remained 

at Kirkush. We took over the base security and still conducted local patrols right 

outside the wire, the traffi c control points, the combat patrols in the villages. About 

this time, we were starting to get some good experience. Guys were getting their 

feet wet. During that period we had one good combat engagement. We had some 

guys that were doing a combat patrol in the area, stopped them, they actually got 

out and started fi ring and seized the vehicle. They killed one of the members and 

there were several items in the vehicle: a PKM machinegun, a couple RPGs [Rocket Propelled Grenades], stuff like that. So the guys were starting get some experience, not to the Fallujah level but starting to get some. So about that time, the word 

came down that Fallujah was going to be happening and that 6th Battalion and 5th 

Battalion out at Taji would both disengage from Kirkush and Taji, respectively, 

move down there and be involved in that fi ght.

MM: Now, who’d you get the orders from initially to send your people into 

this operation? Were you dealing with the Marines? 

PF: All of my transactions went through the brigade advisor team, which at 

the time had transitioned to Lieutenant Colonel Rodney Symons. He was the 3d 

Brigade advisor and the one who obviously was talking to the division advisor 

team. And really, at that point, the division was still in its infancy. I mean, really, 

the operational unit was the 3d Brigade, so he was really dealing a lot directly with 

the palace, General Schwitters and CMATT. He’s the one that specifi cally told me: 

“6th Battalion and 5th Battalion are going to go down to Fallujah.” And then we 

worked with the 30th ESB and 1st ID to coordinate the convoy security to get us 

down there. The Iraqis can convoy in and of themselves but, in order to get the 

combat multipliers – air cover, artillery, anything like that – we need to be tied in 

with a lifeline to an American unit that understands we’re there and we’re out operating. So, we coordinated with 1st ID, 30th ESB, and got the convoys down and 

moved the battalion-minus down. I want to say it was around November 1st. 

MM: Did anybody ask, “Hey, do you think these boys are ready to fi ght?” 

Were you asked any input on this or were you just ordered to –?
188

PF: You guys are familiar with the Army USR [Unit Status Report] where we 

say how ready our units are. Right about the time we graduated basic training, 

we had started doing like an Iraqi version of the USR, a readiness assessment. 

Initially, as I said, S4 was a big issue. Getting the equipment that we needed was 

a huge issue, so when we fi rst graduated, most of our readiness assessments were 

red, basically for lacking equipment: machine guns, trucks; not having any of that 

equipment. I was the one responsible for sending in the 6th Battalion readiness 

reports, and we were in a ready status before we rolled out to do the operational 

stuff right around Kirkush. Were we as ready as when we went to Fallujah? No, but 

we were ready. Absolutely. When we went to Fallujah, I felt like the battalion had 

the equipment. We’d been fi lled up and the men were trained properly to go and 

conduct company-minus-level operations. We couldn’t really go in and conduct a 

battalion-coordinated operational attack, but as companies we’d performed at that 

level of operations.

MM: Could you just now explain the entire operation to us, the Fallujah 

piece?

PF: Sure. We had showed up at Camp Fallujah, just to the east side of Fallujah, 

and there was actually a staging area set up outside of the Marine camp. As an 

advisor, I got the impression that there was an “us” and a “them.” In other words, 

there was the American camp and, then, outside there was a bermed area for the 

Iraqis, of which we were part. But they were starting to set up some very hasty living conditions for the Iraqis that were coming in. There was 5th Battalion, 6th Battalion – which was my battalion – and there was also the 1st Brigade IIF that was 

also showing up, so they were trying to get tentage and living spaces for all those 

guys. This was right around the 1st of November and we had over a week to try 

and basically get guys together, start doing some training there at the camp, start 

getting all the PCCs [Pre-Combat Checks], PCIs [Pre-Combat Inspections] done. 

The 5th Battalion actually worked with the Marines. I believe it was 1-3 Marines. 

They actually got cut and started doing rehearsals with them as far as how they 

were going to ride in on the LAVs [Light Armored Vehicles] coming into the city. 

And then the IIF was conducting its own separate rehearsals. They were over in the 

Jolan District, and I don’t exactly understand their relationship with the Marines 

specifi cally. Well, what I was told through Colonel Symons was that 6th Battalion 

would be put under 2d Brigade, 1st Calvary Division, which was the Black Jack 

Brigade and Colonel [Michael] Formica. I’d have to look at the orders to remember exactly whether we were attached, OPCON’d or TACON’d [i.e., placed under 

the operational or tactical control of]. 

MM: Right, I’ve spoken with Colonel Formica and we’re setting up an interview with him, too.
189 

PF: So we were put directly under him. We basically got our marching orders 

directly from the 2d Brigade, so our tasks were given down from the brigade. I 

started initially plugging into the 2d Brigade as far as getting my missions, as far 

as what we would start conducting. I started bringing my colonel, my Iraqi colonel, 

Colonel Jawad with me, so we were sort of doing the group liaison thing, getting 

him plugged in. Initially, prior to the assault going into the city, 6th Battalion was 

responsible for checkpoints along the routes. Do you have a blowup of Fallujah?

MM: We’ve got this one, which has the outline of the city – 

PF: Yeah, those aren’t going to – I didn’t have time to pull it out. Once again, 

we were sort of off to the east.

MM: Now, I think on this map here, they do actually identify – can you see if 

that’s Camp Fallujah or not? 

PF: I’m thinking Camp Fallujah is over there. I’m thinking that’s the northeast corner of the city here. Well, this isn’t a showstopper. If you look at this, here 

we’ve got Fallujah proper and then to the east we have this main highway that 

came out – 

MM: Highway 10/PL Fran, the one with the spiraling traffi c loops –

PF: Yes, that one right there, which headed back. Then there was another highway that kind of came off up here, north of the city, came out and then they intersected.

MM: You can see these traffi c circles right here.

PF: Right, that was the main entrance there. I can’t remember what that Phase 

Line was – 

MM: Phase Line Fran.

PF: But these streets here, and there was another one that came out here, and 

they kind of came out, looped and they crossed. Abu Ghraib Prison was over here 

at that one intersection, and then you sort of went off to Baghdad. Initially, our area 

of responsibility was between the east side of the city and Abu Ghraib and on those 

two main routes. I can’t remember the MSR names. 

MM: On this other map, they’ve got you located – I don’t know if they’ve got 

you as the right unit here, but – 

PF: That’s kind of correct in relationship, but just so you don’t get the misperception, 6th Battalion wasn’t fi ghting through the eastern edge of the city. The 6th 

was actually out on the perimeters with the roads conducting traffi c control points 

and also doing route security – and that was from this entire expanse from here 

along the western edge of the city all the way down along this road to Abu Ghraib, 

and then coming back up on the northern route. So really that was sort of our sec-
190

tor, if you will. We did the TCPs in order to interdict people that were coming into 

and out of the city, and additionally we did route security: making sure that once 

these roads had gotten closed down for the operations, that they stayed closed. The 

only traffi c you had on those was military at the time.

MM: So Black Jack Brigade’s pretty much given the mission that they’re going to go into a blocking position. As the attack goes in, they’re supposed to be 

catching any insurgents that might try to break out to the south or something. Were 

you guys given a totally different mission then? Were you instructed to do this 

blocking mission or were you to do some other sort of mission?

PF: Initially, our battalion was not given its own mission. It wasn’t, “6th Battalion, Iraqi Army, you’re going to go set up these checkpoints.” What was happening was that 6th Battalion was working in concert with U.S. units at these 

checkpoints, and this was a common thing I saw as an advisor in Iraq. Understand 

that most of the American units at that time had been with ING, which did not have 

the same level of training as the Iraqi Army at that time. So there was a little bit 

of a reluctance to say, “Okay, Iraqi unit, you’re going to go take this area of the 

sandbox.”

JM: They weren’t confi dent that they could carry it out.

PF: Right. So basically, we were working in concert with U.S. units. We were 

probably providing, at different checkpoints, maybe 50 percent, maybe greater, 

of the strength that was at the checkpoints with American units there. And that 

necessarily wasn’t a bad thing. We had our advisors spread out so, if we had to, we 

had links to the Black Jack Brigade, air, indirect, or more importantly MEDEVAC 

[Medical Evacuation] if required. 

MM: Did your battalion have use of radios?

PF: Yes and no. The Iraqis actually received a Motorola vehicle radio. It kind 

of looked like a CB. It was about the size of one with a little hand mike on it that 

they mounted in the pickup trucks that you see – the white Nissans. They weren’t 

secure, obviously, and the range was kind of limited. Off the top of my head, our 

battalion had about 30 or 40 of those for our vehicles, and then additionally they 

had the handheld Motorolas.

MM: Did you at least have a decent radio so you could get in touch?

PF: Later, much later. But before we went operational, we had gotten two uparmored Humvees along with dual radio, a VRC-92 comm suite, one .50 caliber 

machinegun with spring mount, and one M-60 machine gun. The 10-man team had 

those two trucks. And, honestly, that was plenty, because to try and man them with 

three guys each, that’s six guys out of a 10-man team. By that time, I had lost – not 

lost due to injury or anything; there were some different issues that had come up 
191 

– but I was down to a seven-man team at that point, so we were pretty full just to 

man the Humvees and get out there. So yes, the Iraqis were initially pretty austere 

on communication assets, and I don’t know what the situation is over there now. 

JM: By the time Fallujah kicked off, what kind of vehicles were the Iraqis in? 

Were they all still in the pickup trucks?

PF: Yes.

JM: So they didn’t have military vehicles?

PF: No, they did not. A commander would be in a pickup truck. Additional, 

we had the PKM machineguns, which required some fabrication, and for this, 30th 

ESB – which was on Kirkush with us – was a huge help. At the time, there was 

no formalized machinegun mount on those trucks. So if a guy in the truck bed 

took a PKM machinegun and laid it over the cab, it would slide around while you 

were driving. So the 30th welders, out of the goodness of their hearts and through 

some scrounging, they built us some post mounts in the back of the trucks, so what 

we had were, in essence, gun trucks, technicals, that we built. But there was no 

armor protection at all, so that Iraqi standing up in the back of that truck on the 

machinegun was fully exposed. The guys that actually came to Fallujah, they were 

some great soldiers – the Iraqis, I’m speaking of. Some of the things they did, we 

would never expect our soldiers to do. It really showed a lot of intestinal fortitude, 

I thought. But yeah, they were still using those trucks and, in addition, they were 

using what we called the “bongo trucks,” which are kind of like fi ve-tons but a 

civilian version. They were tan Hyundai trucks with a tarp covering the back. We 

tried to give them a little more protection, so we made them make sandbag walls 

along the two edges of the trucks. Basically, if you crouched down in the truck, 

you could put your rifl e over the sandbag. There was a tarp on the side and it would 

give you some protection and a fi ring port to shoot out as you drove. So getting 

back to it, yes, most of the missions initially were joint missions with U.S. forces. 

All those TCP missions along the route were joint, and it was usually based on 

what unit was close by. For example, at Abu Ghraib, we had a checkpoint right 

outside and that was manned by an MP unit, I believe, that was inside the prison 

there. But then the Iraqi forces were linked in, along with their advisors. One thing 

that helped in one way but complicated things in another way was, at this time, we 

were in country for about nine months and they were trying to switch out advisor 

teams. So there was a new advisor team that had showed up just prior to deploying to Fallujah. So we were able to use them as an extra set of hands for getting 

out with the Iraqis and manning the Humvees. But the fl ip side was that they were 

new in country, so we were reluctant to say, “Go out there; you’re alone in the 

wilderness by yourself.” We wanted to get them spun up and make sure they were 

ready before we disengaged from them. So it was kind of a blessing that we had 
192

extra hands, but then additionally it was probably not a great time to do a handover 

– being actually involved in major operations. During those TCP routes, I felt that 

Black Jack started to get more confi dence in the abilities. They hadn’t seen a lot 

of the problems that they’d seen with the Iraqi National Guard fellows assigned 

to 1st CAV. At this point now, the operations in the city are going on. The Marines 

are actually fi ghting through and 5th Battalion is located with the Marines going 

down through the center. I don’t want to speak for Mike Zacchea, but I want to say 

that they were kind of a follow mission, given specifi c objectives, i.e. mosques or 

things that were really culturally sensitive.

MM: Is he up at the school right now?

PF: No, he’s a Marine.

MM: Oh, okay.

PF: He’s a Marine and I don’t know if he stayed on. I know he was a Reserve 

Marine. I don’t know if he’s back in the civilian sector or not. But anyway, back 

to Fallujah. Once we started to get some confi dence and some rapport built with 

Black Jack, that was when they started to give 6th Battalion some cordon and 

search missions, as battalion-level proper missions. So in other words, “6th Battalion, go and conduct a cordon and search of this village.” I can’t remember the 

name, but it was basically up in the north, northeast of the city. We went on a few 

cordon and search missions looking for any Iraqi foreign fi ghters that had fl ed the 

city. A major fi nd that sticks out in my mind was a police station that had basically 

been abandoned by the police. The Iraqis came in and made contact with some 

people that were living in the police station. Talked to them and, come to fi nd out, 

the police had left and the people living there had secured the police station. Well, 

they would up fi nding the guy who knew the guy who had the friend who had the 

key to the storage room. They opened it up and there were several hundred Iraqi 

police vests with the plates in them and 50-plus AK-47s. The vests were one of 

the big things, because if those had gotten into the hands of the insurgents, they 

could’ve really helped their fi ght. There were also some pistols and some other 

equipment in the storage room, so that was probably one of the biggest seizures, 

but it wasn’t a seizure under contact per se. Once again, it was the Iraqis working 

with the locals. They told them about it and said, “Hey, we want to get this stuff 

turned in, we’re tired of watching it, we’re scared some bad guys are going to get 

a hold of it.” That was a small example of the success with the Iraqis working with 

the Iraqi population. It’s one of those things that we, as Americans, don’t get the 

connection if we go in there. So Black Jack started trusting us to do those missions. 

We did the cordon and searches up there north and northeast of the city. About that 

time is when I was transitioning out also. One of the units we did that in concert 

with, too, was the 1-5 CAV out of Black Jack Brigade. I think it was Lieutenant 
193 

Colonel Myles Miyamasu. Once that rapport was built, we actually wound up going into the town itself and doing the search. 1-5 CAV actually acted as our outer 

cordon, so they were in essence a shaping operation for us, the decisive operation 

inside the city. There was sort of this transition from, initially, “What are we capable of handling?” to when we were doing the actual mission with the American 

battalion who was shaping operations. I felt like we really built a great rapport with 

those guys, with the 2d Brigade, Black Jack. I felt like that was a good use towards 

the end. My preference would have probably been to be tied in with the Marines, 

with the actual city portion of it, but I understand the logic. And the logic was: 

we wanted to get the Iraqis tied in with every aspect of the operation. Black Jack 

Brigade, which was a shaping aspect of the operation – while not as glamorous as 

the Marine piece – was an important part of the overall operation. It did get Iraqis 

spread out, with that shaping operation with Black Jack, plus Iraqis actually doing 

the missions in the city itself. I understand why we did that. And also, the natural 

fallout was 6th Battalion had Army advisors and 5th Battalion had Marine advisors. Let’s put Marines with Marines and Army with Army.

MM: Did they pull your battalion out about the 20th of November? Were you 

there for two weeks?

PF: I actually left Fallujah – I want to say it was around the 20th, somewhere 

around there.

MM: Because that’s when all the Army units retrograde out of there.

PF: Breaking contact out of there, I had to get all these different fl ights and 

everything, so I lose track of time at that point. Around the 20th when I pulled out, 

I handed to keys over to Major John Curwin. He took over as the senior advisor for 

6th Battalion and that was about the time we were doing the cordon and searches 

of the villages northeast of Fallujah proper. My understanding was that the battalions hung around for a little while. From talking to John, I don’t think they came 

back up to Kirkush until sometime in December. Don’t take this as gospel, but I 

believe they stayed in the city as a police force until MNSTC-I could get the forces 

together to put in an Iraqi police force proper and then get the Army units disengaged. And then once 6th Battalion got disengaged, John told me they went back 

to Kirkush and stayed up there as their center of operations. They got renamed 2d 

Battalion at some point; and they also got re-designated from Iraq Army Force to 

Iraqi Intervention Force at some point during that Fallujah operation. I’m a little 

vague as to what happened after that period.

MM: No, that’s fi ne. I can tell you right now, a lot of the stuff that you’ve given 

us, I’m certain they’re going to use in the On Point II book that they’re working on 

right now. I was just discussing this with some of them the other day, so I’m sure 

they’d love to see this.
194

PF: I feel like it was kind of nebulous, some of the stuff I told you. I don’t 

know if it was concrete enough.

MM: It was; it was great. Plus, what you have pertains a lot more to John’s 

project, but now this is an extra added piece for me with the Black Jack Brigade, 

the shaping operation and who was out there. 

PF: And it will be interesting. You said you were going to be talking to Colonel 

Formica?

MM: Right.

PF: It’ll be interesting to hear his views. Once again, the brigade was very 

receptive to us coming in. Understanding that, coming in as an Iraqi Army battalion, we bring a good cultural aspect. But as far as fi repower and combat power, 

it’s pretty limited. Keeping that in mind and understanding he’s responsible for 

the overall operation. Although initially we were doing those joint operations, I 

feel that once we sort of proved ourselves and they got a gauge on where we were 

at, they literally put us into some good missions. Those cordon and searches were 

good battalion-level missions, and they were actually pretty complex. It was really 

sitting down with the Iraqi battalion commander and making sure that he was wired 

on what was going to occur. You know, when I initially went over there, when I 

would talk to the battalion commander about something the battalion was doing, 

my thought was: this is the way, my way, that we should fi x the problem. It was the 

American way and, thus, it had to be the right way and this is the way we should 

approach the problem. Well, after having our 10 guys living right in the middle 

of several hundred Iraqis for a while, you start to realize that, because of cultural 

differences, something that they do, which might seem silly to an American, is 

actually pretty effective. And by the end of my tour, I would very often default to 

Colonel Jawad: “Sir, how do you think we should solve this problem?” He would 

tell me something and, regardless of my personal American-skewed view on it, a 

lot of times, if we let his advice play out, it would work a lot better than trying to 

put the American answer on top of it. So the cultural aspect can’t be understated. It 

can’t be overemphasized as an advisor going in to work with a foreign army. You 

have to take into account that they understand their people better than we can. It’s 

the same as if an Iraqi came here to New York City and you asked him to fi gure 

out who the criminals are. We could just look and say, “Well, that guy looks a little 

shady.” It’s the same thing, so the cultural aspect is huge.

JM: Could you give us any specifi c examples, instances when the American 

way may not have been the best way?

PF: That’s a good question. I’ve tried to think of some of these, but it’s been a 

while. We’ve talked about the importance of leave and pay, and I think that’s probably one of the key examples that I fi nally came around to. Once again, the Ameri-
195 

can perspective is: “I don’t see what the complaint is. You’re going to get paid. 

We’re not going to cheat you out of your money. You’ll get your leave when you 

get your leave, end of story.” Well, the Iraqi colonel approached it like, “Who really has to get back to see their family and give them money?” And why do they get 

what, in America, we would call special privilege. I would want to say: “This is the 

standard and we’re not going to deviate from that. No one’s going to get a special 

exemption for that. Why are you above this guy?” But I think he understood better 

people’s personal situation and he could take into account things in the family that 

I couldn’t: the size of the village they were from, whether there was someone else. 

The Iraqis had a fantastic network – and I don’t know how they could do this. But 

if a relative died or was sick hundreds of miles away, the soldier would know that 

by the friend of a friend who brought a note to a friend and it would end up at the 

front gate. I don’t know how they did it, but it was extremely effective. There was 

this sub-network of information and culture, and he understood that better than 

me. He could say, “This guy needs to go home. He will come back. He’s not a bad 

soldier. He just needs to do this, he’ll return, and then he’ll be better for doing this 

than if we force him to stay here for another two weeks.” That’s probably a good 

example of that.

JM: You were doing a lot of coaching, mentoring and advising. Is there anything that you learned? Maybe not in a tactical sense, but is there anything you 

learned that maybe contributed to your professional development in a positive 

way?

PF: The number one aspect that I learned was that cultural awareness piece. 

The American attitude is sometimes very arrogant and we are very quick to assume 

that we, as Americans, have the only right answer. Perception is reality a lot of 

the times to someone from a different culture or a different country. Even if I say 

two plus two is four, if he doesn’t believe that, that may never be the right answer 

to him. So I think that’s the number one lesson that I learned. Other things that 

stood out – in CGSC we use the term FID [Foreign Internal Defense] missions: 

training foreign armies. This goes back to the cultural understanding but, in my 

mind, I imagine what a battalion would look like if Pete Fedak was the battalion 

commander or a company if Pete Fedak was the company commander: what I’d 

expect, how things are laid out, how it should be arranged, etc. Well, due to cultural 

differences, in the Iraqi Army – to use a single battalion as an example – that unit 

could never look exactly like I imagined it. Trying to get it to that level, to that fi t 

– once again, when I fi rst got there, that was my vision. “This is what an American 

battalion looks like, so this is what an Iraqi battalion has to look like.” And it’s 

never going to quite get there. It’s never going to look identical. And I guess what 

I learned here is that that’s okay. It’s okay for it not to look identical to an American battalion. You can still be effective without fi tting the mental model of what I 
196

think is an effective unit, what I think is the only way right can work. Things that 

we wouldn’t think are important might be very important to an Iraqi unit. The unit 

patches. Okay, what does it matter if you have a patch? Does that really make a difference? You can still go out to fi ght. It’s not going to be a showstopper. But for the 

Iraqis, that was a huge cohesion issue. And when they got to put on those patches, 

when we got our 6th Battalion patches, that was tremendous. Little things that I 

might think are silly, and it kind of goes back to the cultural understanding. “I think 

it’s silly so it’s got to be silly.” Well, it’s not silly if they don’t think it’s silly.

JM: Do you have anything more, Matt?

MM: No, I’m good.

JM: Just one more from me, then, if you don’t mind. You mentioned you kind 

of had this hasty advisor course – if you want to call it that – or some kind of shotgun approach to how you’re going to advise. If you were design maybe a program 

of instruction or give advice to someone tasked with a similar mission, what would 

you include in that? How would that be structured? What are some of the main 

points you’d want to get across?

PF: That’s a great question, too. When I say “course,” it’s a very strong word 

to use based on what we had happen at Taji – and I can understand, it was the early 

stages. When I showed up, literally people did not know what an advisor meant, 

what an AST meant. This wasn’t even a term in vogue, per se. I guess now it’s gotten quite a bit more popular, but when we went over, no one knew what that was. 

So I think it’s hard to just come off right now with a laundry list of things that need 

to occur for an advisory training program. But I do think there needs to be some 

sort of a program prior to leaving the States, Germany, wherever you’re stationed, 

just to get you spun up initially, mentally, what you’re going to be doing there. I 

want to say some of that’s occurring now. A friend of mine, a sergeant fi rst class 

that was stationed with me at Hohenfels, he’s going over as an advisor and he told 

me he had just gone to Fort Hood for some sort of a predeployment program. Now, 

I don’t know if that’s just a basic program on qualifying with your rifl e, getting 

some medical training, or if they focus on the advisor aspects. I also understand 

now from the speech that General Petraeus gave us a few months ago, that there’s 

what they call the Phoenix Academy in Taji, which is kind of a no-bullshit, “Here’s 

what’s going on as an advisor in Iraq.” So I think prior to leaving home station or 

your duty station, you need to get a dose of that; and then when you get in country, you need to get the, “No shit, here’s the way things are occurring,” dose of it. 

Going back to what I said originally, it would be great if they could have some 

of the guys who’ve done this give some words of wisdom. Not so much for the 

war stories, but to emphasize things like the cultural piece, understanding that the 

American way isn’t the only way, and don’t expect things to look exactly like you 
197 

imagine it. And maybe you don’t quite buy it until you get there and live it, but if 

someone had shook me and said that earlier, maybe it wouldn’t have taken me so 

long to hit the switch and say, “You know, it’s okay if it’s not an American model 

unit. It’s okay to live with some imperfections if it gets the job done.” This is getting off on a tangent a little bit, but General Petraeus made the comment about the 

readiness status of the Iraqi forces. There was something in the news about the 

categories and that they wanted to get this category unit to operate at 100 percent 

independent, by themselves. I don’t want to put words in his mouth, but he mentioned that it was kind of a reality check to say that category one should actually 

be a unit requiring minimal help to get combat multipliers that they’re not capable 

of themselves, such as close air support or MEDEVAC, and I totally agree. If I can 

put 10 guys with a 1,000-man battalion and give them a SINCGARS [Single Channel Ground to Air Radio System] link to close air support, artillery, MEDEVAC 

and American combat multipliers, that gives me 1,000 rifl es on the ground and 

only costing me 10 U.S. soldiers. That’s a lot of bang for the buck and I think that’s 

a good thing. If we realize this expectation and say, “Hey, look, it’s unrealistic to 

think I can have 1,000 guys out there and an Iraqi is going to talk to a pilot on the 

radio and call in a CAS strike.” I mean, that’s hard for a U.S. soldier to do, let alone 

in a second language. So, the realistic expectations. I don’t know if they’re actually 

doing basic training like we did. I think that might be a thing of the past since the 

units are already operational. But if guys are still going over and standing up units 

from scratch, I think in these prep courses – either stateside or Phoenix Academy 

– they should give them a very detailed, “Here’s what we expect you’ll accomplish” with a program of instruction. And even if they just reference what the task 

and mission standards are – I mean, that’s all we did. We basically went through 

how you qualify on a range. We were given some loose guidance as far as how 

many hits with an AK on a standard-sized target at 25 meters. That, I think, was 

occurring while I left, actually, because I knew there was a basic training method 

of instruction that came out to emphasize that. Those aren’t really great answers 

right now. I think that’ll require some thought, to really think what items we need 

to put in our program before a guy gets over there. But I think we defi nitely need 

something. I think it’s the wrong answer to just say, “Go over and fi gure it out on 

the fl y.” Let’s give him some grounding, and the main focus should be cultural: not 

the American looking glass but the Iraqi looking glass.

JM: Okay, great. Well, thanks very much for your time, Pete.

PF: I feel like I didn’t spend enough – I know you were really interested in 

Fallujah.

MM: I got what I needed, but I’ll tell you, there’s a bigger picture here. Before 

you leave, I’ll introduce you to the guy who’s writing the history of everything that 

you just talked about: the training of indigenous forces. 
198

PF: Okay, like I said, our story is not too glamorous regarding Fallujah.

MM: It’s another piece. It’s important.

PF: Does that give you a feel for what we did in Fallujah?

MM: Oh, absolutely. But I must confess, I tried to put all of this together while 

we were waiting for you to come over here, and I said, “Wait a minute. This says 

6th Battalion and this says 2d Battalion. Somebody’s wrong here.”

PF: I hadn’t looked at that book, the Bing West book. I’ve been wanting to 

read it and I pulled it the other day at the library. For some reason, I was thumbing 

through, saw that, and I was like, “I wish I had seen that before he came. I would 

have stopped in and just –” He had a lot of information. I’m not dinging him on 

it, but just to set it straight so, if he does a reprint or something, he can modify it. 

Yeah, 2-2 was defi nitely tied in with the Marines.

MM: Even the Marine general in this article I have here, he even gets 2-2 

wrong. He has 2-2 as part of 4th Infantry Division.

JM: We’ll just stop the tape here. Thanks again.
199 

Major Tim Karcher

14 March 2006

MM: My name is Matt Matthews [MM]. I’m with the Combat Studies Institute 

at Fort Leavenworth, Kansas. Today is Tuesday, March 14th and I’m interviewing Major Tim Karcher [TK] who was the S3 [operations offi cer] for 2-7 CAV [2d 

Battalion, 7th Cavalry Regiment] during Operation Phantom Fury. If you could 

just give me a little background on how you got commissioned and your military 

service up until Operation Phantom Fury.

TK: Okay. I was a 1989 graduate of the University of Missouri, Columbia, 

with a degree in political science. I got my commission through the ROTC [Reserve Offi cer Training Corps] program, had to do all the typical infantry things 

at Fort Benning, and my fi rst duty station was Fort Irwin, California. I was at 

the OPFOR [Opposing Force] there at the NTC [National Training Center], and 

then I went to the Armor Offi cer Advanced Course to expand my horizons as a 

mechanized guy. Went to command in Germany, did a rifl e company and an HHC 

[Headquarters and Headquarters Company] there. Came back and taught tactics 

at the Infantry School, the Advanced Course, and then went to CGSC [Command 

and General Staff College] and SAMS [School of Advanced Military Studies]. 

After SAMS, I went to the III Corps Headquarters at Fort Hood and did the fi rst 

six months of my deployment to Iraq there, with III Corps, making slides, hating 

life. I then went down to be the S3 of 2-7 CAV in July of ’04 and stayed there with 

them until redeployment in March of ’05. 

MM: Super. Can you just walk me through the planning for Operation Phantom Fury? When was your unit alerted that you might have to go on this mission? 

Just tell me the story there.

TK: Sure. It kind of started with operations in Najaf in August. We were down 

in support of 11th MEU [Marine Expeditionary Unit]. We were basically an economy of force position for Task Force Baghdad and we were in the northern area 

of Baghdad out in the rural area around Taji. That was our normal area of operations. Therefore, everybody saw us as an element that could easily be pulled away 

– and so we were. We got pulled away in August to go support 11th MEU down 

in Najaf, and we worked pretty well with the Marines. I think the fact that we did 

some pretty robust destruction for them, if you will, and killed a lot of enemy for 

them, we got a reputation with the 11th MEU – and thereby the 1st MEF [Marine 

Expeditionary Force] – as a unit that could go in and mix it up with whatever the 

enemy had to offer and come away pretty coherent. We started getting rumblings 

that we would be asked to come back to fi ght with the Marines around about early 

October. The brigade we were attached to – the 39th Enhanced Brigade out of the 
200

Arkansas National Guard – we couldn’t get anything great out of them as far as 

when we were going, if we were going, so we made comms with division planners 

because both the XO [Executive Offi cer] of 2-7 and I had just both left corps and 

division jobs, respectively, so we knew these guys. We called up and said, “Hey, 

what’s the latest and greatest?” When we fi nally got the DIRLAUTH [Direct Liaison Authorized] with the Marines, I went there for a planning conference with 

them sometime in the middle of October. I met the 1st RCT [Regimental Combat 

Team] command group and staff and started laying the groundwork. That was 

probably one of the biggest weakness we noted in Najaf. We got there with an ADVON [Advanced Party] of about 20 people on a Sunday night, about 2300 hours, 

and we were fi ghting the city the following Friday. And oh by the way, we still 

had to move all of our personnel and equipment 200-plus kilometers, so really our 

forces got in on Tuesday and were fi ghting Friday morning. So one of the things 

we learned was backing that timeline off – that worked very well for Fallujah. We 

got in at the grassroots of their planning, were able to work with them and let them 

know what we were able to do for them. Then we were able to shape their course 

of action a little bit, their concept, to something that was more in line with our capabilities. So I thought there was a lot of give and take on both sides and it worked 

out pretty darn well.

MM: Now you personally – or your unit – pushed that to happen, is that correct? Did the Marines try to get you on board early or did you guys really push that 

so you could start planning earlier this time?

TK: I think the Marines understood it was a weakness in Najaf also. It was a 

mutual thing. There was no one party that was pushing harder than the other. They 

wanted us to come there, lock, stock and barrel, and soon as we could. They also 

knew we weren’t going to come into the city until we got some serious high-level 

commitment criteria.

MM: As part of your planning, how did you work your fi re support? Did you 

actually have some Army artillery or were you going to be calling in Marine artillery?

TK: We had some Army artillery but it was supporting the whole 1st MARDIV 

[Marine Division] so it wasn’t like we just called back the Army guns. We could 

call back fi re missions through our fi re support element at the battalion level into 

the 1st RCT – and whoever fi red the guns, I don’t know. A lot of times it was 

our Paladins that were attached from 3-82 [3d Battalion, 82d Field Artillery Regiment]. The 2d Brigade was around the city, but I couldn’t be sure of that. It was one 

of the DS [Direct Support] battalions there in 1st CAV [1st Cavalry Division].
201 

MM: Can you discuss how your task organization came about for Task Force 

2-7? How did you end up with Charlie Company, 3-8 and Alpha and Charlie of 

2-7?

TK: That was based on our relatively permanent task organization for OIF II 

[Operation IRAQI FREEDOM]. 2-7 had had Charlie 3-8 since the beginning and 

that had just been a cross-attached tank company. We had cross-attached Bravo 

Company to 3-8 CAV to make a combined arms unit. So that was no big deal. If 

you look at the slides I sent you, if you look at the task org under HHC 2-7, under 

battalion control, we had 2d Platoon, Bravo, 2-162 [2d Battalion, 162d Infantry 

Regiment]. That was a motorized infantry platoon from a cross-attached unit that 

was also with us up in Taji. We left the rest of that battalion, plus one of our platoons of mech from Alpha Company, back to control our normal AO [Area of 

Operations] while we left out of there.

MM: I believe that B/2-162 is an Oregon National Guard unit?

TK: Yes, it is.

MM: What was it specifi cally that the Marines wanted Task Force 2-7 to do? 

What was the mission?

TK: They wanted us to make a penetration through the enemy’s defenses to 

allow the Marines to get into a more decisive piece of terrain around the Jolan District, which is right along the west side of the city, along the Euphrates River – and 

get in there relatively unscathed. The problem is that penetration sounds much better in a more linear battlefi eld, but when there’s a bunch of insurgent cells running 

around, it doesn’t work as well. We actually told them, from experiences in Najaf, 

that they weren’t going to bust a hole in his defenses because he’s more mobile 

than you are and he doesn’t have a command structure. He can just run to where 

the sounds of the guns are. So we went back and forth on that and we essentially 

attacked on a broader front than they wanted to initially. Initially, they wanted us 

to make a couple block-wide penetration, but that made less sense than attacking 

across a broad front and killing as much as we could to make it easier for the Marines to walk down to that decisive terrain, because that’s how they got there.

MM: Speaking of that, what did the Marine infantry battalions basically have? 

Did they have any tanks attached or any armored vehicles whatsoever?

TK: I don’t know how familiar you are with the Marines, but they have a piece 

of equipment called an AAV – Amphibious Assault Vehicle – and it’s got the armor 

plating of most good desks. It’s a very lightly armored vehicle. Having said that, 

they were reluctant to bring those into the city, and rightfully so. What they did 

was they’d bring them to the edge of the city and dismount there. They did have a 

couple tanks, usually with each company, but it was catch as catch can and they’d 
202

use those – as the tanks were originally designed – as a direct fi re support weapon 

for the infantry. And they did that with a very positive effect when they were able 

to use them. Unfortunately, they’ve got so few of them that they couldn’t spread 

them around as much as we could. 

MM: Can you talk me through November 8th – on the very opening of the attack on Fallujah and what exactly happened and who went through fi rst? Was it 2-7 

that blew through the breach? 

TK: We started out really on the evening of November 8th. We moved down 

into attack positions, pretty much about a kilometer, kilometer and a half, outside 

the edge of the city. The Marines then breached a railroad track complex, and if 

you’re looking at the graphics I sent you – the one marked “Fighting in Fallujah, 

8 through 10 November.” Look between Charlie, 2-7 CAV and 3-1 Marines [3d 

Battalion, 1st Marine Regiment] – just to the north of them. If you made a triangle 

out of that, you’d see a weird- looking complex that’s kind of cross-hatched. That’s 

the train station. They breached the tracks just to the west of the train station and 

we came down through. They fi red a Mine Clearing Line Charge – a MCLC – to 

detonate any possible minefi elds between the railroad tracks and the city, which 

intel had said was likely to be there. But luckily, to my knowledge, it wasn’t there. 

We then led with our tanks, because the minute we popped the MCLC, that will 

clear a line, but you still have to proof it with our tanks. So we put tanks with rollers in the lead to detonate any leftover mines.

MM: Were those from Charlie Company, 3-8?

TK: They were. A Cougar element. Charlie, 3-8 was the lead in the order of 

march. They gained that outer ring probably about 1:30. It was raining and it was 

a really miserable evening, and we sat there for a good six or seven hours waiting 

to go, watching this rain of fi re down on the city.

MM: And is this 0130 on the 8th of November?

TK: 9 November. So we watched this death and destruction rain down on the 

city, from AC-130s to any kind of fast-moving aircraft, 155 [millimeter] howitzers, 

you name it – everybody was getting in on the mix. We then went in and secured 

a road that was essentially the route that Charlie, 3-8 went on in my graphics. 

That was called Route Henry and it was a north/south running road that divided 

the Jolan District from the remainder of the city. So our task there was to initially 

destroy enemy forces in the eastern portion of the Jolan District. You can see how 

our forces were arrayed with Alpha to the fl ank of Charlie, 3-8, so we essentially 

attempted to clear that area. Again, it’s all depending on the enemy popping up his 

ugly head, because you can’t just shoot every building. Having said that, many 

of the buildings were obviously prepared for this. I mean, I’ve walked 40 years 

on this Earth and never had sandbags in the windows of my house – and there 
203 

were plenty of houses with sandbags in their windows, so those were obviously 

prepared positions. And nine times out of 10, the enemy engaged us from those 

positions and we were able to return fi re.

MM: When they were engaging you at this time, was this small arms fi re, 

RPGs [Rocket-Propelled Grenades], just the whole kit and caboodle?

TK: Anything they could put on us, they did. There were some heated fi refi ghts 

and there were also some that were just one round fi red by one of our tanks, then 

end of mission. It just depended on what the position held.

MM: Your forces all stayed mounted at this time? Did you have to dismount 

any infantry to go in and clear anything?

TK: We didn’t. The goal was not to dismount at that time, because we had a 

whole battalion of infantry behind us in the form of 3-1 Marines and we thought it 

was best not to mingle our forces. So the goal within 1st RCT was, “Stay mounted.” If we got into something really nasty, we’d call up [inaudible] and dismount, 

but the fact of the matter was: we were trying to stay mounted and keep the momentum.

MM: So go ahead and talk me through what happened with the rest of the fi ght, 

if you will.

TK: If you look on the graphic, pretty much in the center of the graphic there’s 

a rectangle that Alpha 2-7’s line goes to. That is what’s called the Jolan Park. It was 

an amusement park and that was our primary objective. We had reason to believe 

that the enemy was using that as a key rallying location to conduct their mobile defense from. Their rational for that was, I believe, from the April fi ghts – that’s what 

they had done. They had rallied their forces there and interspersed them throughout 

the city. Everybody believed that the Jolan District was going to be the fi nal bastion, if you will, of the enemy’s defense. He was going to go into that area, which 

was very, very restrictive terrain in the form of very narrow streets, tight buildings, 

just kind of a maze. They thought the enemy would go in there to take away our 

advantage of moving armored vehicles in. But they thought that the enemy would 

fall back to those locations, so if we were able isolate the park and clear what was 

there right away – “we” being 1st RCT at that time. Because 2-7 wasn’t much in 

the way of clearing; we were in the mode of destroying. So the Marines actually 

went in and did the dirty work of clearing, and I’ve got to give them credit for that. 

They were awesome, but they took a lot of casualties in the process. We were supposed to get to Jolan Park by 24 hours into the fi ght. We were actually there in 12 

hours and we had secured that, thereby allowing 3-1 Marines to follow us down 

and essentially take a right turn, turn west at the Jolan Park, and attack into the 

Jolan while 3-5 Marines came down from the north. And that was the movement 

initially. We were then supposed to penetrate the Jolan District, which we did by 
204

sending the 3-8 down to the objective just south of there, which was an industrial 

complex. Went there and seized that at about 2300 – and that was supposed to be 

the next day’s objective, so we were 24 hours into it and we were on the objective 

we were supposed to be on in 48 hours. Then the following morning, we withdrew 

Alpha Company from Jolan Park, moved Iraqi security forces in to assist Charlie 

Company, which was basically keeping the LOC [Line of Communication] open, 

which was Route Henry. If you draw a line between Charlie, 2-7 and Charlie, 3-8, 

that’s Route Henry. So they were keeping the LOC open and further isolating the 

battlefi eld. Then Alpha Company came back, refi tted, rearmed and refueled, and 

attacked down into the bridge-crossing sites across the Euphrates River, and they 

seized those. The northern bridge crossing site, which was the last objective there 

that you see an arrow going to, that was the actual bridge where they’d hung the 

contractors up in April and started the whole April uprising.

MM: As you’re coming down and going towards the area, you’re on this Highway 10 – Phase Line Fran – as you come down there and then turn back west to go 

towards those bridges?

TK: Correct.

MM: So what happened after you secured the bridges?

TK: Once we did that, we were 36 hours into it and our objectives were 72. So 

everything happened a lot quicker than we thought it would, and I couldn’t even 

begin to tell you how many enemy forces were killed in that process. We had to 

engage them pretty frequently and pretty constantly, really. One of the nice things 

we found in Najaf was that if we found one of these points of dominance – where 

we could actually dominate the terrain – the enemy would try to push us off them. 

Well, they wouldn’t attack with platoon or company strength, rather they would 

attack in cell strength, very decentralized. So the fact of the matter was: we’d grab 

a chunk of terrain and we’d get 10 men assaulting from here, 10 men assaulting 

from there and 10 from there – and at that point, it’s really a very unfair fi ght. We 

just fought a hell of a lot better then they did. So we were able to really destroy a lot 

of the enemy’s force there and, like I said, the Marines with 3-5 and 3-1 were going in there and clearing the Jolan District, so the enemy had pressure all over the 

place in Jolan. Honestly, I think his best laid plans of doing a mobile defense were 

really thwarted by 1st RCT’s plan of hitting him at multiple points. We were able 

to isolate that area and prevent enemy from getting out and getting in. I think that 

was one of the successes of this plan: 3-1 and 3-5 got to fi ght the forces that were 

there for the fi ght, as opposed to anything that could mass on that area. Now, they 

still had a lot of hard fi ghts and I don’t want to take anything away from them. Everybody talks about the Marine Corps having some of the best PAOs [Planning and 

Analysis Offi cers] in the world, and I couldn’t agree more. But the fact of the mat-
205 

ter is: there’s a lot of brave troops there and they took it in the face a lot of times, 

because they were doing it the old-fashioned way as infantrymen, and that’s a hard 

business. I’ve got nothing but respect for those fellows. Once they had started to 

clear the Jolan District the fi rst time – and they did it two or three times just to really get at it – that was when we got the change of mission, if you will, to go south. 

And that was never really in the plan, because I don’t think anybody understood 

how quick this was going to break open. So the morning of 11 November, we got 

told to get everybody ready to go south – and for a mech unit, that requires refueling, rearming, some decent maintenance. So all day on the 11th we essentially held 

what we had and got the troops ready for the next push. That night about 2200, we 

attacked south along Route Henry, using that as our left guide, and then attacked 

into the southern area. Our goal there was to destroy enemy forces in anticipation 

of the Marines moving south again. We had no real intention of staying there – nor 

did 1st RCT have any intention of us staying there – but once we got in there, 1st 

RCT got orders from 1st MARDIV not to give up terrain that we’d already fought 

through. Now, mind you, we hadn’t cleared or seized anything along those lines; 

we just destroyed enemy strong points in that area. So we ended up staying there, 

which was not to our liking, quite honestly, because the enemy is relatively “solar 

powered” and we have a great advantage over him during the night. I mean, if we 

saw it once we saw it 100 times there: guys trying to sneak up on us. A guy going 

down the side of the street will light up to the thermals at 500 meters. They just 

know there’s tank noises down there. And honestly, it didn’t work out well most of 

the time for them, because we could see them – and once we identifi ed weapons 

in their hands, we were able to kill them at 400 to 500 meters before they could 

even see us through their RPG sites. Once we stayed there, though, during the day 

the enemy was able to come out and meet us on a little more even terms, kind of 

maneuver on us and send a bunch of different little cells against platoons. We had 

some pretty hard fi ghts the morning of the 12th there. Each day – the 12th, 13th 

and even the 14th – we had some relatively stiff fi ghts. We started encountering 

more and more professional insurgents. There were reports of guys maneuvering 

wearing body armor and Kevlar helmets, which they likely stole from the Iraqi 

National Guard.

MM: Do you think these may have been foreign fi ghter elements?

TK: I don’t know. That’s not my expertise. Rumors abounded, of course. If we 

were sitting around drinking a beer and I was telling you a war story, I’d probably 

tell you something different, but I can’t confi rm that for what I’d call historical 

accuracy.

MM: You were talking about the 12th, during the heavy contact. Was that the 

time that Captain [Edward] Twaddell’s vehicle was hit? Was that the same fi ght 

there?
206

TK: It was. He took an RPG through the back rack, killing one individual in 

the back, traumatically amputating the arm of another individual, and the RPG 

actually lodged in the back of his turret. So Alpha Company had some pretty stout 

contact that day and it took them almost in total to secure their casualties and to 

back out of that fi ght, or that series of fi ghts, and secure the retrograded, damaged 

equipment and wounded personnel. So we expanded Charlie Company, 3-8 back 

up and Charlie, 2-7 down to keep complete control Route Henry. The day of the 

12th, we had pretty constant contact. We had a slight gap between the two Charlie 

companies, so we brought Alpha Company in there to reestablish their positions 

after they had gotten their vehicles fi xed up as much as they could. It was an exciting fi ght and the bottom line was that we continued that isolation. By this time, 

the Marines had started to work in from north to south in the form of 3-1 attacking 

south, and we pretty much had the clearing going on again in the form of 3-1 while 

we isolated. For a couple days, it was like that. We were just maintaining Route 

Henry, isolating the area and letting the Marines do the fi ghting – and the Marines 

were taking far greater casualties than we thought were necessary or required. So, 

in conjunction with their commander and their S3, my commander and I talked 

to those folks and said, “Hey look, we can do some stuff for you. If you’ll tell us 

what your ops are for tomorrow, before the sun comes up we can just drive through 

there, attempt to draw out any fi re, and destroy some of those strong points before 

you have to send men in fi rst.” We had created a great effect for them, to the point 

that on the 14th of November of last year [2005], I got emails from both the commander and the S3 of 3-1 Marines saying, “Remember where we were a year ago? 

Thanks.” 

MM: So that was something that you had to go over and maybe prod them and 

say, “Hey we can help you out here.”

TK: Exactly. Not because they were dumb, but because they were using the 

assets they had. We were like, “Hey, we’re not doing enough. Instead of you taking it in the face on the way in the door, we can leave nothing but a charred room.” 

And that was exactly what they told me that evening. Their S3 called me up on 

my net said, “Hey, where you at?” and I said, “I’m just coming back for some fuel 

and more ammunition.” He said, “Hey, can you swing by the train station?” and I 

said, “Yeah, I’m almost there.” And so the moment we dismounted our Bradleys 

and the commander and I swung in there, their commander walked up to him and 

the S3 walked up to me and gave us a big hug and said, “That was awesome, man! 

We went into the buildings and there was nothing but freaking dead insurgents in 

there.” It was a good feeling, and we continued that process for about three or four 

days. We found out where they were going, went in there and tried to draw fi re, and 

shot anybody that shot at us.
207 

MM: And you basically did that for them all the way up to the 20th of November?

TK: Pretty much. It was one of those things where we were working in close 

coordination with them and anything they wanted us to do, we’d do.

MM: What would you say worked the best during this operation? What was 

the good, the bad, and the ugly, in your view? What went right, what went wrong 

as far as joint operations are concerned?

TK: The good, in comparative terms, is the massive fi repower the Army brings 

to the fi ght. We were able to dominate any enemy that chose to pop its head up. 

That doesn’t mean that the enemy couldn’t get some shots in, but he didn’t have 

the staying power to capitalize. He get a casualty here, a casualty there against one 

of our vehicles, but he really didn’t have anything he could use to stop us. The 

strength that the Marines bring to the fi ght is just a veritable boatload of infantrymen. They can go in and actually clear and hold terrain – and we were not able 

to do that, quite honestly. A full-strength Bradley rifl e company should have 81 

soldiers that it can put on the ground. We could probably put, at best, about 50 on 

the ground from a company – and if the company is task organized and it’s only 

Bradley platoons, really we could probably put 35 or 40 at best. That’s really not 

enough soldiers to clear an area. We relied on the Marines to clear and they relied 

on us to make clearing easier – and clearing is never easy. I really hated watching 

them do that. That was one of the most painful events of my life, watching those 

brave guys go in there and do that. So it was a very symbiotic relationship. We had 

something they needed and they had something we needed. From another joint 

perspective: joint fi res are absolutely essential. Having said that, sometimes they 

delay the process. One of the things we used to a great effect was the 120-millimeter mortars. Our mortars were a digital system that literally could hit exactly 

what you told them to hit. The adjustments we were making were to hit a different 

corner of the building, versus the building, so we were able to work that kind of 

accuracy from those systems. It was just absolutely amazing, because all our tanks 

and Bradleys have GPS [Global Positioning System] on them. They also have laser 

range fi nders, which will tell you on your display exactly where your laser hits. 

So if you lase the building, you get the exact 10-digit grid to that building. Then 

you call it up to the mortars and those rounds are going to hit that building. The 

fi rst time I called a mortar mission, I lased the building, called the grid up and the 

round hit essentially at the seam where the wall of the building came down and 

intersected with the ground. I didn’t realize that to actually hit the top of the building, you’ve got to add a few meters to get them actually on the building; otherwise, 

they’re actually just hitting the face of the building. They were just that accurate.
208

MM: What was your biggest problem working with the Marines, having said 

what you just said? Were there any major problems or did it all go well?

TK: I imagine it’s like this when you work with any new force: you’ve got 

to get used to each other and the way each other operates. Their big thing is they 

would essentially plan the night before what they would do the following day and 

that, quite honestly, was a little inside of our planning timeline. We would be planning two or three days out and executing tomorrow off of orders we gave the day 

before. So we had to shrink our planning timeline to fi t better with theirs, because 

they’d call up and tell me where they were going the following morning. Whereas, 

in a perfect world, I’d already have given those orders a day or two before, they’d 

be acting on them, and I’d be giving them orders today for missions two days from 

now. That resulted in hasty planning. One of the things we were very careful about 

was not having our forces fi ghting in close conjunction, because when you’re doing that hasty of planning, you’ve got a greater likelihood of fratricide if you’re 

working in the same box, if you will. So when we did our clearing and destruction 

operations prior to, we’d make sure we were out of the area before they came in 

for just that reason.

MM: When I spoke to you a couple weeks ago, you really didn’t have anything 

good to say about the book, No True Glory, by Bing West. Do you have any comments to add?

TK: I bought the book and I read the book. I’d told my Marine friends that I 

was going to get the book and read it as an honor to them, because it truly honors 

their unit and I would never take anything away from that. The thing I didn’t like 

was that it didn’t show the whole picture. It showed only the Marine picture, and 

that’s okay. That’s who he interviewed. 

MM: We’re going to try and rectify that.

TK: I think everybody did a great job. We had some Air Force members attached to us to be an air liaison element and they were great, so there wasn’t a service left out – perhaps with the exception of the Coast Guard. I don’t know if they 

were participating. But the fact of the matter was that everybody threw their hat in 

the ring and performed very well. We had a lot of SOF [Special Operations Forces] 

guys with us in the form of SEALs, Army Special Forces and Marine Force Recon 

guys, and they did great. It was a very well put together operation. I can’t take 

anything away from 1st MEF or 1st MARDIV – their planning and control of the 

operation. The only thing I had against West’s book was that, after reading it, I 

wasn’t sure I was really there.

MM: I heard somebody in 2-2 Infantry say that, at some point, they thought 

they’d become the main attack. Is there any truth to that, as far as you know? 
209 

TK: I would say, based on what I know of it, the main effort never shifted from 

1st RCT. But then again, I would be lying if I told you that for sure. We were, at 

times, the main effort for them, and once we were done doing our initial destruction of enemy forces in both the north and the south, by all means the main effort 

was those Marine elements that were clearing. So I don’t claim by any stretch of 

the imagination that we were the main effort throughout. We were the main effort 

going into the city initially: 1st RCT was and we were their main effort – 2-7 was. 

But the fact is that there are plenty of accolades to go around. And the one thing I 

will agree with Mr. West on is that there’s never glory when you’re killing people 

or when your soldiers are dying. That’s not one of those things that, once you’ve 

done, that you really relish. I’m very proud of having been there. I’m very proud 

of the contribution that our unit made. I thought we did some great work and I 

thought we probably saved a bunch of American lives in the process. But it’s still 

killing, and if you can ever put a pretty face on that, then you’re a better (or worse) 

man than I am.

MM: Well, this has been a super interview and you’re still going to be stateside 

for a while, won’t you?

TK: Yes, on and off.

MM: So if I have any other particular questions, I can pick up the phone maybe 

and give you a call?

TK: That’s fi ne. I’m going to be changing phones and, when I do, I’ll shoot 

you a message with my new number.

211 

Major Erik Krivda

6 February 2006

JM: My name is John McCool [JM] and I’m with the Operational Leadership 

Experiences Project at the Combat Studies Institute, Fort Leavenworth, Kansas. 

I’m interviewing Major Erik Krivda [EK] on his experiences during Operation 

IRAQI FREEDOM [OIF]. Also present is Mr. Matt Matthews [MM], research historian at the Combat Studies Institute, who will also be asking questions. Today’s 

date is 6 February 2006 and this is an unclassifi ed interview. Before we begin, 

sir, if you feel at any time we’re entering classifi ed territory, please couch your 

response in terms that avoid revealing any classifi ed information. And if classifi -

cation requirements prevent you from responding, simply say you’re not able to 

answer. Major Krivda, could you please start by telling me a little bit about your 

background, about your military career up to your OIF deployment, and then we’ll 

focus a little more closely on that.

EK: I enlisted back in 1990 as an 11B [Military Occupational Specialty 11B: 

infantryman]. I spent time in the Maryland National Guard while I went to college. I was commissioned in 1994 as an infantry offi cer, was a rifl e platoon leader 

and a support platoon leader in the 10th Mountain Division, 1st Brigade. I PCS’d 

[Permanent Change of Station] from there to Korea. I was a rifl e company XO 

[executive offi cer] and later the S4 [logistics offi cer] for 1st Battalion, 506th [Infantry Regiment] in 2d ID [Infantry Division]. From there, I went to the Advanced 

Course and then went to USAREUR [U.S. Army Europe]. I was at USAREUR 

Headquarters for just under two years and from there went to 2-2 Infantry [2d Battalion, 2d Infantry Regiment] – that was back in 2000 – and I had been in the battalion from 2000 up until coming here in 2005, leaving OIF and coming to CGSC 

[Command and General Staff College].

JM: You had two deployments to OIF, is that correct?

EK: Yes.

JM: And could you tell me what the time periods were for those and what duty 

positions you held?

EK: I was the Charlie Company commander for 2-2 Infantry in KFOR [Kosovo Forces] B, which is where 3d Brigade was initially when OIF kicked off. I left 

there in August of 2003 and changed command and took over HHC [Headquarters and Headquarters Company] 1-63 Armor, which at the time was currently 

deployed in northern Iraq with the 173d [Airborne Brigade]. After about a month 

or so of inventories, I deployed down there in the September/October timeframe, 

came back in December/January. The rest of the battalion came back almost simultaneously as the rest of 3d Brigade that had come back from Kosovo deployed 
212

for OIF II. So basically we were fl ip-fl opping the battalion with the brigade. So I 

changed command in August of 2004 and went back down to OIF II and was the 

assistant S3 [operations offi cer] in 2-2 Infantry.

JM: With respect to your service in OIF II, could you give an overview of your 

unit’s mission and what your area of operations was. Also, what were your particular responsibilities preceding your unit being sent to Fallujah?

EK: Okay. August 2004 was when I came back to 2-2. I was the AS3. Basically there are a lot of captains in the ‘3 shop, different missions between battle 

captains to coordinate Iraqi security forces. What I did specifi cally was trying to 

get the Iraqi police stood up in some type of functioning area. Eventually, within a 

couple of weeks of my getting there, we did get three U.S. police offi cers who were 

contracted through DynCorp to start up a police training academy, so that’s where 

a majority of my work prior to Fallujah was. Getting a basic training for police set 

up, coordinating with the Iraqi National Guard – because we were also running 

that – training for those personnel and trying to also coordinate security in our 

sector. The sector we had, which was east of Ba’qubah, was called Muqdadiyah, 

which was the main area. The FOB [Forward Operating Base] was just specifi cally 

for 2-2, which was FOB Normandy.

JM: And what were the circumstances or maybe the context of your unit’s being sent to Fallujah?

EK: We had rumors fl oating around back and forth probably about since September on whether or not we were going to deploy to Fallujah. We had heard some 

warning orders that we might actually go. We kind of kicked into an initial planning – or at least attempted to come up with a possible course of action. We really 

didn’t know much about it. There was some email traffi c sent back and forth in 

September or October, and it was very vague. We weren’t even sure if we were 

gong to go or not, but it was kind of a be-prepared-to mission, which we started 

to lean forward on. October timeframe, we were literally told by the 1st Infantry 

Division that we were not going, to stop planning for all possibilities, until the 

last two weeks in October, in which rumblings kept coming back down from 1st 

Marine Division. It was contacting us pretty much direct saying: “We put in a request for you; we think you guys are going to come to us.” So in the last week of 

October, we offi cially got the word that we were going, and that’s when we started 

planning a lot more detailed operations.

MM: I’ve read that the Marines specifi cally requested you guys. Could you 

give us any background on that? You obviously had worked with them before.

EK: We did actually – and some of this I picked up just from talking and the 

other stuff I picked up from reading the book on Fallujah. Apparently, the Marines 

had observed and had worked with us before in Najaf. It was a little bit before I 
213 

had gotten back to the battalion. They had deployed down to Najaf, and that was 

initially with the [Moqtada al-] Sadr uprising back in the beginning of August 

timeframe. 2-2, with elements of 3d Brigade, deployed down to put on the initial 

cordon of Najaf. Now, I don’t know where the Marines were in reference to that 

area, but at that point in time, they had worked a couple of times with 2-2 Infantry 

and that’s where I think the initial working relationship was developed.

MM: Another article I was able to pull off the Internet has you quoted as saying, “Usually we keep the gloves on, but in this operation, we took the gloves 

off.”

EK: [Laughter] Yeah, there are a lot of British or leftist Web pages that have 

me listed as a war criminal. It’s one of those things where you probably want to 

keep your mouth shut around reporters. That actually happened around the 8th or 

the 9th of November – the fi rst 24, 48 hours. We were about to stage out and the 

initial forces were staging into their attack positions, basically, and the Washington 

Post reporter was sitting behind me when I was discussing it with some other guys 

and I had made that comment. I didn’t think it would be taken so out of context.

MM: Well, this particular article, I don’t think they take – 

EK: Oh no, and the article that was in the Washington Post – when I read it 

after the fact – it was not taken out of context. I’ve seen it on other people’s Web 

pages, though, as just specifi cally that quote.

MM: As a matter of fact, one of the other quotes I was going to use, unless I get 

shot down by the bosses here, I was thinking of using your quote, “It was a hornet’s 

nest,” for the actual paper.

EK: That description actually came after – down south, we pushed south. I 

think it’s right in this area here, or it was somewhere in this area here – there was 

kind of an open area. This was where Alpha Company had set up a defensive area. 

When we were coming down south here –

JM: Could you describe where you are so we can get it on tape?

EK: Sure. This was basically this road here – Phase Line Fran, south of Phase 

Line Fran – I forget how many days it was into this; the days, in all honesty, kind 

of blend together. But we came in where there was literally one road coming north 

to south and one from the north but kind of heading towards the southwest, and 

they converged almost simultaneously. It was Alpha Company on one side – the 

eastern side – Alpha Mechanized – I mean, Alpha Tank – basically come in and 

converging into an area, and it was an open area and, I believe, it was right into 

here. If not, it was just south in this area here. But it was a larger square and it was 

like a hail of RPG [Rocket-Propelled Grenade] fi re and the whole battalion was 

heading right into one gigantic chokepoint. The insurgents that were down there in 
214

the southern part of the city were primarily al-Qaeda, foreign fi ghters, very good 

at RPG fi re, very accurate. After the battle, when we realized this and we cleared 

out the area a couple of days after this battle took place, that was when Command 

Sergeant Major Darrin Bond – he was the ops sergeant major and became the command sergeant major later on – had gone down and went through some of these 

building and found strategic bricks removed from walls and from compounds so 

they could actually angle the shots. So they actually had a prepared ambush set 

into that area. When we fi rst got into that area, Lieutenant Colonel [Pete] Newell 

had realized everyone was converging on top of each other. There was a lot of fi re 

coming on, so he actually withdrew both companies simultaneously. That’s where, 

I think, Lieutenant [Edward] Iwan got hit initially, because that was the initial blast 

and then they started to push some up, I think.

MM: And I had that question on there – let’s come back to that one. Could you 

just briefl y explain the scheme of maneuver for 2-2 and give us a good picture of 

the order of battle and maybe the task organization for the companies.

EK: We had one tank company, one mechanized infantry company and then 

the Brigade Reconnaissance Troop, and that was really just a wheeled infantry. 

They did have one mechanized infantry Bradley platoon added in to the BRT, so 

you ended up having three platoons. What we did was we took two of those Bradleys and some of the dismounted infantry and moved that over and swapped it in 

the armor battalion. So they gave them two Bradleys and some dismounted squads 

and we took the two tanks out of that and moved it over into the BRT. So you had 

kind of a mixed platoon: you had an armor/infantry platoon in either and then, 

within Alpha company itself – a mechanized infantry unit – we had two infantry 

platoons, one engineer platoon and one tank platoon, and the tank platoon actually 

came from Bravo Company, 1-63 Armor. That company didn’t deploy to Fallujah; 

they were back in the rear. They cross-attached one tank company, and the main 

effort for pretty much the entire fi ght was Alpha Company, 2-2, the infantry company, because that had the most array of forces. We breached approximately in 

this area here. The key was the gigantic railroad berm here to the north of the city. 

That had been probed for about a month or so prior by the Marines consistently at 

night. What they found was the whole berm itself was IEDs [Improvised Explosive Device] that were dug inside this berm. So how we breached was basically 

a standard mechanized breach with a tank forward and a MCLC [Mine Clearing 

Line Charge] would be fi red in. Once we shot the MCLC in, there were 20 or 30 

secondary explosions up and down the sides, so the intelligence we got that that 

was actually linked with IEDs was true. 1-8 Marines were to our right fl ank – to 

the west here – actually, 1-3 and then 1-8. 1-8 did the same thing we did. They 

breached with a MCLC. 1-3 tried to do a stealth breach, where they put a platoon 

out there and tried to probe. They took heavy casualties in their location, which I 
215 

think was about right in here. Because when these two breaches blew simultaneously – not sure if all of these were wired together so all the IEDs blew on that 

berm. There were the fi rst two rows of building here – what we suspected was the 

remnants of the Fallujah Brigade. These are Iraqi guys who were defending that. 

If they just went and blew their explosives, because we fi gured it was all wired in. 

So they basically had six that were urgent within the fi rst hour or so of the breach, 

and they ended up never breaching and actually getting into the city. What they 

did was split their forces and they came through 1-8 and they came through our 

breach location and breach lanes, and they literally fought sideways to get on line 

and then come back down.

MM: So the Marines did not follow behind 2-2 Infantry, per se – 

EK: They used our breach location to get through, but that was not their initial 

plan.

MM: I’ve got the Marine commander, Lieutenant General [John] Sattler saying – and he’s got you guys as part of the 4th Infantry Division, which is obviously 

wrong. He says that you guys fought in zone. Is that correct?

EK: Pretty much. You can see here – this is our zone right here – with 1-3 to 

our right fl ank as we came down south. The intel read we had was basically – we 

weren’t really sure specifi cally. We had ideas of where we thought concentration of 

forces were, just based on intel reports. It was more of a terrain-based attack. But 

we had goose eggs of where we thought we were going to be within 12 hours and 

then 24 hours. We fi gured we’d be down along Highway 10.

MM: And Highway 10 was, in fact, Phase Line Fran?

EK: Right. But we came through – Alpha Company was the lead in to the attack. They established the battle position, maybe not even 1,000 meters into the 

breach basically to provide a blocking position. And then an Alpha Company tank, 

which was just to the right of Alpha Company providing suppressive fi re off to 

the side, they came through the breach and then pushed as a blocking position to 

the west to form more or less an “L” and gave time for Alpha Company to start 

pushing south. Alpha Company was the main effort and the Alpha Company tank 

was more or less a blocking effort that just maintained kind of a right fl ank. The 

tanks really had problems holding ground, other than they had a small amount of 

infantry forces they could dismount – but there really wasn’t much they could do 

to clear buildings or anything like that. The BRT, initially within the fi rst couple 

days, did not even go into the city. They stayed on the outside to the east of the city 

on top. This highway here was an elevated berm – maybe about 20 feet high – so 

they spread out from the cloverleaf here north in observation teams so they could 

watch from east to west any lateral movement. They could both observe fi res and 
216

also inform Alpha Company and the infantry company of where the enemy was 

moving, if they’re moving between the buildings or anything like that.

MM: Was there anything further off here to the east at all? On this overlay 

here, it kind of –

EK: These buildings here really were more or less [inaudible] our sector. 

Eventually our scout platoon moved into these building down through here to help 

observe targets, but these building here, we more or less bypassed – and a lot of the 

enemy that was through here we bypassed – because again, we were looking more 

terrain-based versus some of the other battalions were literally clearing buildings 

straight down the whole way down. We pushed forward with speed. So we hit Fran 

and the Marines were still only a couple blocks up north here, which made it a lot 

harder, and we had to do a lot more search and attack up north. We almost felt we 

were being held at the reigns because the Marines were taking a long time to come 

through.

MM: So unlike, perhaps, 2-7, which, to my understanding, the Marines came 

in behind them. They swept through and the Marines came behind to go house to 

house. You guys didn’t really have an element that was going to go – 

EK: Well, we did when we had the Iraqi Interdiction Forces [IIF]. We had basically a battalion of them. 

MM: And that’s 6th Battalion, 3d Brigade. 

EK: Yes. And what those guys did when they came through – and that was really the plan. As we pushed south, they were going to set up vehicle checkpoints 

and just start manning this area. The problem was that the further south we went, 

the more stretched out those guys get, so really they didn’t hold the city here. They 

kind of were a fl oating buffer behind us as rear security.

JM: This wasn’t a unit that you guys had trained, was it?

EK: No, we picked these guys up literally two days before we LD’d. When 

we were doing rehearsals was when we actually met these guys. They brought the 

battalion commanders out and each of the company commanders and we met and 

talked with these guys and got kind of a one-on-one – at least to talk to their commanders.

MM: How did you rate their performance?

EK: I think they did okay. The problem they had was they didn’t really have 

up-armored vehicles; they had these large bongo trucks, large fi ve-ton type trucks 

that are not armored. They didn’t have NVGs [Night Vision Goggles] either, so 

when they came through the breach, they really couldn’t see. Everything was 

marked with IR [Infrared] and stuff. We could just shoot straight through, but these 
217 

guys couldn’t see, so literally they had to be guided up through, which is where 

Sergeant Major [Steve] Faulkenberg went back three times to guide each of the 

companies through.

MM: That was one of my other major questions. Was he killed the fi rst night 

then, trying to direct the battalion?

EK: He was guiding in the Iraqi Interdiction Forces and he was on his third 

attempt when that happened.

MM: Did that cause any major disruption of leadership when the battalion 

sergeant major was killed?

EK: It was a shock to a lot of the soldiers and I think it kind of threw them. 

Unoffi cially, we didn’t really talk about it much – and it was kind of a conscious 

decision on my part and with some of the senior NCOs when I would meet them. 

We had a logistical resupply point back here. Every time I talked to them, there 

was a few that knew about it, but with the confusion that night not many people 

got word of it. So the few that I had known, senior NCOs that were on the net and 

were talking, we said, “Let’s just keep it quiet for now until these guys get through 

the fi rst couple of days and we get the confi dence in them and hopefully they’re not 

completely shocked by it.” Some kids knew; some didn’t. The kids that worked in 

the TOC [Tactical Operations Center] knew, but the individual rifl e squads and the 

crews didn’t hear that.

MM: You didn’t really work as much as 2-7 did with the Marines, I guess.

EK: I don’t know if they were ever attached before or had more of a working relationship. I’m guessing. We did not. This was the fi rst time ever we really 

worked with the Marines.

MM: Did you feel that that worked well? Were there any major problems that 

2-2 had, or anything that worked well?

EK: For fl exibility and everything, the Marines were great for supporting us. 

Logistically, we had some issues because we were pulling from our forward support battalion that was still in our old sector, so every night we’d get a couple 

Chinook runs of ammunition and equipment that we needed.

MM: And how many kilometers away was that again? That was quite a ways.

EK: That was up in Ba’qubah, which is where they were at. That’s a good – 

MM: 100 kilometers.

EK: At least. At some point, there were some ground convoys that did come 

through and Ba’qubah here, you had to come through Baghdad and over to Fallujah, so this was basically the road route that we had to take, so it was kind of a 

long haul – 
218

JM: Southeast to here and then west over to Fallujah.

EK: Exactly. So the easiest way, and we did it nightly – almost every night 

– was we did Chinooks. They would sling load and load the Chinooks up and we 

could get the most responsive stuff that way.

MM: Holy cow, I was not aware of that.

EK: Just because of the fact that we had the Bradley ammunition, the tank 

ammunition that the Marines couldn’t give us, but they didn’t have enough in the 

supply line. So when we came, we came under the agreement that the majority of 

our logistics would still come from our brigade.

MM: So did your headquarters company or something set up fi eld trains 

or –?

EK: We sent our fi eld trains initially up here because our attack mission basically was up here on this side of the berm, where everyone staged 24 hours prior. 

So the early morning of the 7th, we rolled out of Camp Fallujah and everyone set 

up here in an attack position with the HHC, which we had our fi eld trains – our 

equivalent. We called it the Forward Logistical Assault Team. Basically we had 

the BMO [Battalion Maintenance Offi cer] with the some recovery assets and some 

maintenance assets. We had pretty much a full battalion aid station with our doc 

and PA [Physician’s Assistant] out there, and then we had some emergency resupply out there. Instead of the S4 going out and leading that – our S4 was a junior 

lieutenant who had just made captain – we put the HHC commander and the fi rst 

sergeant. He had been an S4 before, he knew what was going on, and he was more 

in tune with everything going on, so it was better to put him out there on the ground 

leading that. He had a little bit more sway and just intuition of what these guys 

may need with respect to daily operations. Eventually, within the time the battalion 

went down to Fran – really within 24 to 48 hours – they had actually jumped down 

to this location, right here at the cloverleaf basically. That’s where they stayed for 

eight to 10 days. Their fi nal location was a gas station to the south.

MM: So you were able to use Highway 10 to –?

EK: Exactly. Once we secured Fran, the Marines took it over and operated a 

checkpoint here. And along the side, there was one Marine – at least a company or 

a couple platoons within that area – and once we pushed south, they maintained 

that open and that became the large MSR for all units. So we could use that back 

and forth and it was basically a service station back here where platoons would 

pull up one at a time and they could come back here for an hour to two hours at 

a time. They would go through, dump any trash, get uploaded on ammunition, 

refuel, and then get hot chow. We did that every 24 hours and then they could also 

rack out for a couple hours and then go back into the city. It kind of gave them a 
219 

mental break. Outside of this area you could walk around. We had this huge berm 

here that protected them from any small arms fi re. They were close enough to the 

city that they could roll right back in, but it was still on the outskirts of that city 

so they were outside of that 24-hour security, the 360-degree security that they 

needed. The mechanics, some of the medics and some of the other personnel that 

were out here, they actually pulled security for them so they didn’t have to worry 

about pulling security.

MM: How did 2-2 get fuel and ammo prior to arriving at Highway 10? 

EK: By dawn of the next day, we were about here. So we fought through the 

city without really anything and we held up. Alpha Company was about here, just 

on the outskirts of this open area here. They initially rolled out in this direction and 

then came back in. We ended up pushing a little bit on the far side and we secured 

that far side so they could just keep coming up through there. So that really became 

the main area – I think within maybe the 15th or so. Five or six days before we 

ended operations, we moved down to this location here, which was a gas station, 

and that was a little easier. We took a dozer – it’s not really a D-7 dozer, but the 

Marines had attached two of the combat dozers they had, the bulletproof ones, 

the really huge ones. They cleared a lane through here to make sure there were 

no mines so that we could then move, almost sideways, outside the city and then 

move back in.

MM: Could you just explain to us about the loss of the Alpha Company XO 

and CO [commanding offi cer] and what the ramifi cations of that were and actually 

the story of what happened?

EK: I forget exactly the location. It was up in this area right here, before we 

went south. They were killed within a 24-hour period, literally. It was actually a 

very quiet time; there was down time going on and there was a Time magazine 

reporter who was embedded with Alpha Company, and moved down with Alpha 

Company, and he had his bag or something like that. I wasn’t physically there, but 

he had his bag somewhere in the bubble rack of the Bradley and Lieutenant Iwan 

had climbed out of the Bradley to pick the bag up to throw it to the guy and give it 

to him as he was leaving. And just then the insurgents – I don’t know if they were 

waiting and observing this or they were creeping up towards Alpha Company at 

that time – but a hail of RPG fi re went out and that’s what hit Lieutenant Iwan. He 

took an RPG round to the hip. It lodged in there. It did not explode. He fell into 

the track and was evac’ed out of the track and brought back to Camp Fallujah. 

From what I understand, he died on the operating table in the aid station. That 

was already pretty much of a shock to the Alpha Company. They actually liked 

that guy a lot; he was one of my young lieutenants as a rifl e platoon leader. Very 

good kid. The next day, literally, the Alpha Company was still a little bit shocked 
220

from that, but still had other missions to go to. Alpha held through that night in 

their positions. They had battle positions across and they had one or two platoons 

holding those buildings in the defense. The CP was a little bit back, and then either 

behind or behind to the left was another platoon from Alpha Company in security. 

That next morning, they were basically going to push south. What happened was, 

[Captain] Sean Sims got out with his combat air controllers and his small security 

element from his headquarters element. He was going to move to another building 

that I think was taller, to place his combat air controllers to observe CAS [Close 

Air Support] missions and everything for the attack south. The platoon that was 

in the rear here was called off the line by battalion to escort CNN to observe some 

cache they found. So they went back to pick up CNN and bring them forward to 

some cache that they wanted to have fi lmed for a story on CNN. I don’t know if 

this was in that timeframe or they were already gone when this happened, but the 

insurgents attacked as the company commander was going into the next building. 

I don’t know the specifi c details of what happened. I know the combat air controller was wounded. I think his driver was wounded, and Sean Sims was inside the 

building when everything happened, and that was the other two guys within his 

team that were about to go into the building. So they were both wounded outside 

the building – and it took a while for the company to go inside that building and to 

get hold of Sean, and by then he was already dead.

MM: Were there any other casualties with any of the other company commanders or platoon leaders?

EK: No. That was the fi rst and only. Iwan was the fi rst offi cer. First Lieutenant 

Cole Namkin was injured – but it was either an IED or rollover or something and 

he broke his leg. But other than that, there were really no offi cers that were shot 

or killed.

MM: Does anyone have a fi gure on total wounded in this fi ght? KIA [Killed 

in Action] or –?

EK: Yes. I have a little thing here that we looked at. We took 39 who were returned to duty, wounded. Wounded in action, 34. Some of those don’t correspond 

– those two numbers – that’s just what we had when we fi rst left. We had four 

KIA. Now, of those four, one of those was a staff sergeant and he was attached to 

the IIF, and so that was a very confusing fact. When he was killed actually, we had 

information that it was a staff sergeant. We didn’t know who he was, and when 

the name came up and everything we sent it forward – but it was one of the guys 

attached to the IIF. That was a major problem actually with the Marine Corps side. 

We think it was probably someone within that – it was a National Guard or Army 

Reserve training team that was attached to the IIF, and those guys had gone off 

more or less on their own. There was a complaint that his wife was literally called 
221 

from the battlefi eld, probably though a Thuraya phone, and we think it was one of 

the NCOs or the OIC in charge. Someone called that wife directly from the city 

of Fallujah and said, “By the way, your husband is dead.” Which went outside the 

chain, and that was something that came down later on – but we had no idea that 

that had happened.

MM: How did you end up as the battalion executive offi cer? 

EK: Major John Petkosek was the XO. The problem was that we were splitting the battalion. We took our Alpha Company from 2-2 Infantry, our Charlie and 

Bravo Companies stayed back in sector, and so we needed a fi eld grade to OIC 

operations back there in the rear. To clear fi res, you need a fi eld grade. That was 

under the rules that we were operating under. So we left Major Petkosek behind. I 

had gone forward, I had experience with the battalion and was a captain promotable at the time, so instead of maneuvering the S3 to be the XO – he was already 

squared away with the plan and he went forward in the TAC with the colonel. Then 

I was back as the XO so I could keep an eye on the S1, the S4 and the actual TOC 

operations as well.

MM: Did Lieutenant Colonel Newell go forward in his own Bradley?

EK: Yes. The attack was a consolidated attack. Instead of pushing the S3 in 

one location and the battalion commander in another, they consolidated both of 

those Bradleys for security and two additional ‘113s. One additional ‘113 came 

from Bravo, 1-63 Armor just to haul all the embed reporters. I think we had 20 

embed reporters. It was just basically baggage.

JM: You’ve mentioned these embeds quite a lot. What are your feelings on 

the embed process and did they hamper or in any way help your operations in Fallujah?

EK: It was unique. I’d never seen that many reporters in one location in any 

given time. In some aspects, it seemed like a circus on the way down, because 

we just kept picking up more and more and more and more. When we would go 

through rehearsals and everything, you always had these reporters and they’re always asking questions. In other aspects, from what I’ve heard just from guys on 

the outside – 2-2 was in the press 24/7. So I guess it helped out when you talked 

to the Family Support Group, because they could see Jane Arraf or Scott Ritter on 

Fox News or CNN. They were with 2-2 and they would say they were with 2-2, 

so it kind of boosted morale a lot. In fact, Scott Ritter left a couple days before 

the battle ended but he fl ew back to the United States and, on the way, stopped at 

our battalion headquarters and did a talk to the Family Support Group just to say, 

“These guys are okay. These are the guys I saw. These are the guys I talked to.” So 

that was a good thing that he did for us. In some aspects, there were some confl icts 

back and forth. Dealing with reporters – some are really good, some are really bad. 
222

The worst I saw was when pictures of Sean Sims’ body got out in the press. It was 

initially published in a German paper and then got on the Internet after that. One 

of the reporters – I forget what agency he worked for – it was almost like UPI, but 

it was a European version of it. I think it might have been Knight Ridder or something like that. He was just a photographer. He would get out and take pictures and 

everything like that. So he had taken pictures of Sean Sims’ body and came back 

before anyone else had seen what he had done. He uploaded them on the Internet 

and emailed them out and sold them within a few hours of his death.

MM: How did you move your TOC around?

EK: The problem was that we did not move the TOC at all. We would have 

liked to have moved the TOC to this building right out here. It was a secure compound, a warehouse basically. The problem was just connection with the Marine 

Corps. That was our big fear, that we would lose connectivity with the Marine 

Corps. We had a landline phone – not a TA-312 – but we normally used it just as 

regular DSN [Defense Switched Network] line. But the problem was that our version of that phone was a newer version and was not compatible with the Marine 

Corps’ version of the DSN phone. So if we picked up the phone to talk to the G4 

or the regimental ‘4, we couldn’t talk. So we had to get a Marine Corps version 

of it and be tied in landline to the other Marine battalions and tied into the Marine 

regimental headquarters that way. So therefore, we were limited in how we could 

move.

MM: So there were some communications problems?

EK: Exactly. The other major factor was that they used a Microsoft chat to do a 

lot of their instant messaging, even between battalions, the regiment and division. 

In some aspects, it was really great, particularly for intel. We could get a lot of 

information fast: disseminate it, print and save it – and a lot of the spot reports, we 

could keep from different sectors, whether it was 1-3 or 1-8 Marines. So we could 

inform our guys of what was going on. The problem was that the Marines have 

some kind of wireless capability that they could put their TAC [Tactical Command 

Post] out north of Fallujah and still talk off an Internet laptop. We just didn’t have 

that capability. We had set up a satellite system that would tie in that way. It was 

mounted out of two Humvees, basically. We could mount it on a roof if we were 

in an abandoned building, and that’s where we basically stayed the whole time. 

The TAC could move back and forth but again, with the majority of the regimental 

communication not on FM traffi c – it was on this instant messenger stuff – the 

regimental traffi c was very quiet. So that was something that was diffi cult to keep 

up with. We did update a lot on FM, but a lot different than the Marines did. So we 

would take it off Blue Force Tracker and we would update it at my TOC and send it 

forward to the regiment. Or, every now and then, they would call or the regimental 
223 

commander would come into sector and talk face to face with Lieutenant Colonel 

Newell.

MM: How did you work the indirect fi res? Was that just your call for Air Force 

or artillery?

EK: A mixture of both. We had combat air controllers that were out: one with 

Alpha Company, one with the BRT, and there was also a section up at the TAC. So 

they worked a lot of that internally. We did some coordination for that, but not a lot. 

Same thing with indirect fi res. We did indirect fi res in the deep fi ght using UAVs 

[Unmanned Aerial Vehicle], whether it was Predator, Shadow or anything like that. 

We would use that to ID targets, get grids and fi re.

MM: Was that all coming back directly to you?

EK: Yes. And in our TOC, we had links and we could observe all that. UAV 

feeds that couldn’t get into the TAC – other than Raven – they could observe. But 

Raven, we put them with the mortars and they were out in this area off to the side. 

It could spot targets for mortars, basically – for the deep fi ght that was. We had 

FISTrs [Fire Support Teams], of course, with the Alpha Company, infantry and 

with the BRT, and then the FSO was back in the TAC so he could communicate 

everything back and forth. That was the big problem: FM communications. The 

TAC initially stayed out north of the city. Once we secured Fran and pushed south 

– and once we had secured this area here – then they fi nally moved in to this area 

right in here, just south of Phase Line Fran. And it was just on the edge of the city 

but just enough to maintain communications-wise. There was a rock quarry up 

through here and then down through here were all kinds of cut-out quarries, which 

made communications a little problematic. We could communicate from the TOC 

here, and once guys got close to Phase Line Fran, we could communicate with the 

northern side of the city here. Once they got inside the city and down into this low 

ground just north of the railroad tracks, we really had problems communicating. 

We tried pushing retrans out. Retrans went out with the mortars, but it was just 

ineffective. Whether retrans was out south of Fran or not, we ended up pulling 

retrans in because we could talk to everyone; we could hear everything here; but it 

was north of the city here in that fi rst 10 to 12 hours or so. That fi rst night, we really had problems listening and understanding everything that was going on, even 

though we had retrans out. The buildings within that area – once they went inside 

the city, we basically lost communications with them.

MM: It must have been a nightmare talking to the 6th Battalion Iraqi individuals here?

EK: There was really nothing besides face-to-face communications. The NCOs 

– I forget how many teams they had really within here – they had SINCGARS and 
224

they had up-armored Humvees and that was the only way we could communicate 

with them. So it was very limited, and a lot of it was face-to-face communication.

MM: Were there any incidents that you were aware of, of any indirect fi re killing any friendly individuals, or how about cross-boundary fi re from the Marines?

EK: Initially, we didn’t have any problems because, for the fi rst 12 to 24 hours, 

we stayed along this area here and the Marines were still fi ghting south. We cleared 

some fi res across and we actually destroyed some targets out in this area – outside 

of our sector – in 1-3’s sector. But 1-3 was still only a few hundred meters into the 

city fi ghting, and so that whole area we knew was clear. We called them direct and 

they told us to go ahead and engage. What was really very effective was we had a 

Bradley/tank team with our forward observer NCO here, at this cloverleaf, and he 

was using LRAS [Long Range Advanced Scout Surveillance System] to observe. 

He could see all the way down Highway 10 and pick off targets and groups of insurgents moving back and forth across that highway. Once we ID’d the buildings 

they would go to, we could actually destroy them with that. But we could see almost all the way down, halfway through the city that way. And that’s the same with 

what the BRT did. They more or less set up observation points along that highway 

as we fought south towards Fran. They observed any lateral movement back and 

forth, going west to east or east to west, behind the buildings. In some aspects, they 

were able to engage with direct fi re, with a Bradley or a tank, but a lot of times they 

were able to just destroy them with indirect fi re.

MM: Did you have a lot of communications with the 2d Brigade Combat Team 

that was down south with the Stryker battalion?

EK: No, I don’t think they stayed. Before we crossed the LD, they were recalled back to Mosul and they were gone. We saw them leaving and that was about 

it. 2d Brigade, I was able to do some coordination with them, but we really didn’t 

come in to talking with them until we got into the south part of the city and the last 

couple of days – then they would contact us or we would contact them directly. A 

couple times they ID’d targets or buildings that they were receiving fi re from and 

we were giving them authorization to fi re based on what our troop locations were. 

Also, they were seeing targets and we were observing and fi guring out where their 

reconnaissance elements were and where their blocking elements were.

MM: Do you recall any of the tanks or the Bradleys being knocked out by 

RPGs?

EK: I was just telling this story, too. The platoon from 1-63 Armor, the lieutenant’s tank actually got hit with either seven or eight RPGs. The whole thing 

erupted into fl ames, but it was not knocked out. In fact, one round was a dud that 

was lodged inside the turret, at the very front of the turret, but didn’t explode. It 

was sticking out. But the scout platoon thought it was destroyed, went out with fi re 
225 

extinguishers thinking they were going to have to pull the crew out. And literally 

the tank traversed and started engaging the RPG gunners with the coax. It was in 

operation the entire time. There were issues with tanks and Bradleys at times having mechanical problems, but when those platoons would pull out into the FLAT 

or our forward FLAT, the mechanics were good at doing some pretty quick BDA 

[Battle Damage Assessment] and getting everything back in action, so we never 

lost one tank or one Bradley the entire time.

MM: Were M-88s (M-88 Recovery Vehicle) able to get into the heart of the 

city and if you had to, to pull somebody out?

EK: Yes. We did do a couple of recovery missions. I’d only heard secondhand, 

but I think it was the Alpha Company ‘88 crew – because they were following behind – the company was engaged a couple times with small arms fi re. They were 

able to pull back and actually return fi re and got into some of the fi ghts, but I know 

they were covered. The scouts: we lost two up-armored Humvees just off to this 

side because the scouts were trying to move outside the city and keep an eye on 

the buildings just to the east side here. When the came across, they came across 

two mines and they blew up two up-armored Humvees. But the crews themselves 

didn’t take casualties from that. There were concussions.

MM: In the 113s (M-113 Armored Personnel Carrier) you were using, that’s 

pretty much your medics?

EK: Medics, the mechanics had tracks, ‘113s, and we had two ‘113s in the 

TAC forward, one for the reporters and one just for security personnel. 

MM: No catastrophic losses with those or anything?

EK: No, surprisingly not.

JM: During this time, from your perspective, what was your assessment of the 

enemy: his tactics, his adaptability? What were you seeing on that score?

EK: In this northern section of the city, north of Fran, we thought we were 

seeing basically the remnants of the Fallujah Brigade. We decimated them with 

indirect fi re initially within the fi rst 12 to 24 hours, even before we even breached. 

And those guys – as soon as we started coming into the city – they ran straight 

back literally. Once we got south of Fran was where we started hitting a lot of the 

foreign fi ghters, and that’s where we got a lot more accurate fi re: guys who were 

really very well trained. I’ve heard some of the soldiers say that some of these guys 

were even singing songs and happy and cheering the whole time while they were 

fi ghting. The foreign fi ghters in the south, when we’d go into the buildings where 

the bodies were, there were needle tracks. I don’t know if it was heroin or some 

other type of drug they were on, but they were pretty doped up.
226

MM: So you would say, based on your observation, that the foreign fi ghters 

probably knew more about what they were doing than the actual individuals who 

were remnants of Saddam’s army.

EK: Exactly. These guys were very well trained, very good shots, very good 

marksman – some with RPGs, some with rifl e fi re. Very specifi c. They knew who 

they were looking for. They had areas that were really tagged out, small dugouts 

where they could literally hop from one building compound under a wall to another group, or to another area and escape. So they could fi re some shots, draw 

you into somewhere, hop under a wall and then take off and disappear – or hop to 

another building and continue fi ghting.

JM: Did you know that you were going to be encountering people like this?

EK: Not really. We knew there were going to be foreign fi ghters. We knew 

these guys would be a lot more trained. We were told there were certain areas 

where there were training ranges set up, to include this open area here. They had 

observed some guys doing some type of military training out there, so they knew 

there was something going on.

MM: Between the foreign fi ghters and the Fallujah Brigade individuals, did 

you guys take a lot of indirect fi re coming in?

EK: Not really from them. When we fi rst set out the fi eld trains and moved 

into that area, they received some indirect fi re. Captain Fred Dente was HHC commander. He received some indirect fi re, and he says he thinks they were bracketing 

him because he saw fi re forward of him and behind him and it was more or less 

being bracketed in. There was a counterfi re mission about the same time that that 

went out and we think that probably hit them, so that pretty much negated that. But 

we did fi nd in the seven buildings in this area of the city, south of Fran, there were 

rooftop rockets and they were pointed towards Camp Fallujah. There were fi ring 

devices and these homes here had them on their rooftops. The fi ring port would 

be down in the basement a couple of buildings over to get away from the counterbattery fi re. So they had these rockets lined up ready to fi re, that they could fi re 

remotely from a couple buildings away, down in the basement where they could 

actually take cover.

MM: Was somebody out there with Q-36s or Q-37s?

EK: The Marines did have that and they were consistently fi ring counter-battery every now and then throughout the battle. Up until the very end, they still 

would have mortar or rocket fi re, but it was only one or two rounds and then the 

counter-battery would go right back.

MM: Do you know if the Marines had the Q-36 or the Q-37?
227 

EK: I don’t know which. You could tell within minutes that they were automatically counterfi ring. We had two 155 [millimeter] guns, Paladins, attached to 

our battalion during the entire fi ght, so we more or less had our own fi re support 

organic artillery. We could, and we did a couple times, use Marine Corps batteries to shoot, but a majority of that time was just shot on our guns – and that was 

one of the major limiting factors, just the amount of 155 rounds we had. Getting 

it every night off Chinook runs and we even sent PLSs [Palletized Load Systems] 

to each of the Marine Corps batteries, because they weren’t shooting as much as 

we were. And literally a couple times we drove PLSs straight up to Marine Corps 

batteries, pulled a couple racks of 155 rounds right from their guns, drove them to 

our guns, fi red the whole rack up, and came and dumped the dunnage right back 

to them within an hour or so. I think we shot over 900 just HE [High-Explosive] 

rounds alone.

MM: I think I’ve got the major points. Did you have a few more, John?

JM: Yeah, I was going to ask you, what did you look to as the explanation for 

the successful conclusion of this fi ght? What was most important in your mind?

EK: There was a lot of information that was pulled. I think this was a major 

defeat for the enemy. These guys were gung-ho. Based off the Marines pulling out 

the fi rst time, they thought, literally, that they had won against the United States, 

and here these guys stood up for a second time and failed. We came in a crushed 

them pretty quickly, and I think that was probably a big demoralizing factor for 

those guys.

JM: And what accounts for the quick crush, if you will?

EK: I think it was fi repower, just overwhelming them with fi repower. To observe the amount of fi repower that we, just in our sector alone, unleashed on these 

guys, that was probably the most awesome sight I’ll ever see in my entire life. To 

see areas that were buildings and factories that were literally dust just a couple 

days later, it’s kind of humbling in that aspect. It was amazing to see.

MM: You get on Google and look through a lot of stuff on the November battle 

of Fallujah and they say it’s a big Marine victory. Marines did this, Marines did 

that. Do you think the Army’s been overlooked at all in this?

EK: Well, we were under the Marine Corps when we did this. There were only 

two Army infantry battalions that were attached. You could specifi cally see the differences in how we fi ght: the Marines and the Army. When we rolled down with 

tanks and Bradleys and we would receive sniper fi re or direct fi re from a building, 

we’d immediately put a 120 millimeter HEAT [High Explosive Anti-Tank] round 

straight into the building. We’d do whatever we could to drop that building fi rst. 

The last possible resort is we send an infantry squad in to clean up the remnants. 
228

And the Marines were almost the exact opposite. They took a lot heavier casualties 

than we did because they’d walk through with a squad, take a lot of fi re. If they 

couldn’t, with direct fi re, assault that building with that squad or platoon, then they 

would call up their one tank and start engaging the building or something like that. 

So it was the complete opposite way of using fi repower. We walked rounds, right 

after Sean was killed, in the south here. I don’t know the exact grid and I don’t 

know if I’m even allowed to say them, but we did eight guns on line of rolling barrage south with a Marine Corps battery and our guns shooting also. We had eight 

155s that shot one kilometer south – basically one foot each time, make an adjustment, south and back north and back south again. So we swiped the area three 

times with indirect fi re and just leveled buildings. We got into that hornet’s nest 

where there were a lot of foreign fi ghters and we knew where their concentration 

was and we had them engaged. For us, it was great opportunity to pull back, douse 

them with indirect fi re – as much fi repower as we had – crush these guys, and then 

push back forward through and see what’s left.

MM: Yeah, that is a big difference from the Marines. One of the things that 

my paper is going to talk about is how the Army operated differently that the Marines.

JM: Would you have changed any elements of your planning, looking back?

EK: I think we knocked out a lot of the questions that the company commanders had through our rehearsals. There was some stuff within the staff that we really had to tweak out, because it was a junior staff. The S2 initially that we had, 

that was part of this and forward in the TAC, had not been the S2 in the battalion; 

he had just showed up a couple of days prior. So our real S2 was Captain Natalie 

Friel. I put her in there on the contact list. But again, she was a lieutenant who had 

just made captain. Same with our S1, our S4. Our staff was very junior, so when it 

came to this type of planning, it took a lot more direction, a lot more supervision 

in some aspects. The S3 had been there since August and was new. He had just 

come from division plans section. So, really, to have a lot of planning that you’d 

think a unit going into Iraq would be very used to working together, and have set 

SOPs and what a rehearsal looks like, what kind of things a company commander 

is going to back brief – we didn’t have that. We had a staff planning book that 

was actually developed by Major David Batchelor, who’s now Lieutenant Colonel 

Batchelor. But this was years ago, back when I was the S4, before I even took command in 2-2. So when I came in as the XO, I pulled that book out, because that was 

the only staff planning SOP that we had, and starting bringing it up to guys and 

saying, “This is what you’re going to brief; this is the SOP and how everything’s 

going to run.” But that was all developed under a different battalion commander so 

there was a little bit of a kickback to that. The new battalion commander, Lieutenant Colonel Newell, didn’t like that and wanted his own staff planning SOP, but it 
229 

was not in effect and there really was none prior to. So we had to throw out the old 

staff planning book and operate, not using the old staff planning book, but using 

something different – just due to personality differences and everything like that. 

And if you don’t have a senior staff and guys that can easily adjust off something 

like that, that’s a little confusing.

MM: Had anybody been through the battle command and training warfi ghters 

or any experiences like that?

EK: No. As a staff, these guys were all pretty new. In fact, the S1 was a company XO initially in Iraq and he had just switched over. The S4 was a support platoon 

leader initially in Iraq; he had just switched over to the S4. I think Natalie was in 

the job as the S2, but she was kind of second-seated by the brand new S2 who came 

in, although he had never really worked with us and had just come from division. 

So he didn’t really know that much. The S3 was new, so he had not worked really 

much with the staff before. So there was a lot of difference in that. It was like forming a hodgepodge unit and throwing them together. As for company commanders, 

[Captain] Paul Fowler was the Alpha Company commander – never worked with 

us before. He was from 2-63 Armor. Sean Sims had worked with us, of course, and 

the BRT company commander – Captain Kirk Mayfi eld – he was new and had not 

worked with us before either.

MM: Was there any consideration given, or was it just the luck of the draw on 

what companies were sent on this operation?

EK: We initially asked to take both of our infantry companies and then the tank 

company. The problem was that it kind of got dictated to us exactly how we were 

going to take it. Some of that was because the brigade wanted to make sure that 

the whole brigade played in this, so we got a company from 2-63, our company, 

and we wanted to take our second company but there was a lot of kickback from 

division headquarters. I’m not really sure how it came about, but there was fi ghting 

between General [John] Batiste and the Marines on exactly how much they could 

take from 1st ID, and so it was very specifi c on that. It wasn’t, “Hey, whatever you 

need, take it.” It was, “Hey, I’m only going to give you the bare minimum that 

you demanded that I give you.” And that was something that came through corps 

headquarters to kick this off.

MM: In the new book about Fallujah that Bing West put out, No True Glory, 

we got the 1st Marine commander telling the Army, “Hey, I need 2-2 and I need 

2-7.” You probably read that part there.

EK: That I had actually known about. I didn’t know the specifi cs of it, but we 

knew there was something going on and our guesstimate was that it was because 

Samarra had just ended and 1st ID was pretty angry about doing Samarra on their 

own and not having any support, so I think they were kind of in the same mentality: 
230

“We did it with Samarra; why don’t you guys do it on your own with Fallujah?” 

They didn’t want to cough up anything. Then there’s also the problems we had 

when 3d Brigade pulled completely out of Najaf, left sector, and left about a platoon or the BRT stayed in the brigade sector and each of the battalions left maybe 

a team and a half back in sector. And the sector – all the engagements fell right 

off. A lot of problems occurred because the whole brigade pulled out and went to 

Najaf. Another thing division didn’t want to do is to pull an entire battalion out of 

sector, ending any good work they had done prior to that, leaving it for a month 

or an unknown, unspecifi ed time, and then having to come back later on. So that’s 

why they wanted to pull as few as they could from other units within the sector and 

spread it out evenly across.

MM: When Task Force 2-2 took off to head for Fallujah, were there any IED 

events or anything like that going down there?

EK: I was in the advanced party so I came down about 24 hours or so prior to, 

to set up everything. It was me and the sergeant major and the scout platoon, to 

start receiving the guys as they came in. I think Alpha Company, 2-63 hit an IED, 

and it was one of the HETs [Heavy Equipment Transporter] with a tank on it. The 

HET actually caught fi re because of the fuel, but the tank itself was fi ne. It was 

burnt up a little bit, but they drove the tank right off the HET and put it on another 

HET and moved it forward. But I think the HET drivers were injured in that one, 

but not the tank crew itself. It was the same on the way back. We took a couple 

IEDs on the way back. The convoy I was in got hit and one of the HEMTT [Heavy 

Expanded Mobility Tactical Truck] drivers from support platoon was injured with 

shrapnel to the face and neck. He was evac’ed but later came back to duty a week 

later. I think there were two other IED strikes. I don’t know specifi cally which serial numbers in our convoy.

MM: Do you know anything at all about the Marines using any sort of armor 

or the few tanks they had?

EK: I think they had a platoon of tanks almost per battalion; that was it. So 

they had about four tanks per. 1-3 and 1-8 both had a tank platoon each, and I think 

they had either a company or a platoon of LAVs also. I think it was just a platoon. 

Just watching them operate and as they were staging, they had some Amtracs, but 

they really didn’t have a lot of equipment, which was kind of confusing for us. We 

were going with tons of stuff.

MM: Well, that’s all I have, John.

JM: Were there any major lessons learned that you had, either just in general or 

specifi cally about urban operations, that you took away from this fi ght?
231 

EK: As a young soldier, you’re always taught that you clear every building, 

you move from one building to the next, and you clear everything – and we just 

didn’t have the personnel to do that. It was such a huge city and it was so complex 

– it was a nightmare. And so everywhere we went, basically no building was secure unless you had guys standing inside that building. So everywhere you went, 

you always maintained 360-degree security. I used to drive into the city once, 

twice a day. You always were under sniper fi re or had something else going on, so 

you always had to be careful of anyone moving or anything moving around, so you 

always had to maintain contact, even if you’re going to observe or take a look at 

a building that you had seen. We had to go back and re-look at a VBIED [Vehicle 

Borne Improvised Explosive Device] factory that we found. You had to go back 

through with your security element and clear every building fi rst before you start 

looking at the building. So as soon as you leave a building, it’s no longer secure. 

And that’s something that we pushed through. As we came down to Fran, we did 

some search and attacks back north and the same thing as we came down to the 

bottom part of the city. We’d get called back a couple times to come back through 

and fi nd these pockets of resistance. And a lot of the guys who were operating in 

the city – it was a very simple tactic they would use – they knew that we wouldn’t 

shoot at them if they didn’t have a weapon, if they were walking in the street. So a 

lot of times they would fi re from one building, drop their weapon and run to another building, where another cache was. We kept fi nding these caches strategically 

located throughout the city. So they’d run from one to another without a weapon, 

thinking that we wouldn’t shoot at them because that was against our ROE [Rules 

of Engagement]. But at that point, we were 100 percent sure that everyone to our 

front was enemy, and we were coming through to kill everything we possibly could 

as we came through the city. When you have to call that off, it’s kind of a diffi cult 

thing. The Marines, for a while, 1-3 took over our sector once we went south of 

Fran, and there was a big point of contention between 1-3 and our guys because we 

were rounding up all military-age males no matter if they had a weapon or not. If 

they would surrender, we’d pick them up and send them to the MPs. The Marines 

were not doing that, so they were letting people wander back and forth through the 

streets and then, sure enough, someone would walk right through your formation 

or around your formation, count your people, and probably come back and shoot 

at you later on.

MM: So some of these people that your folks caught – you were sending them 

back north and the Marines were just letting them go, basically?

EK: Yeah. One of the major problems we had was the EPW [Enemy Prisoners 

of War] thing, especially towards the end of the fi ght. The MPs were very keen 

on two sworn statements plus all the EPW cards, and if you’re collecting guys in 

a high-intensity confl ict, you’re just rounding them up and you’re sending them 
232

out. The foreign fi ghters basically fought until the death, so that was pretty simple. 

But the Iraqis that were there, which we think were part of the Fallujah Brigade, 

they surrendered. But again, you’re asking some PFC who’s got another building 

to clear to fi ll out a sworn statement – that’s too much paperwork. HHC would fi ll 

out some of the paperwork, but there were times we’d shift back personnel and the 

MPs just wouldn’t accept them, and they’d release them right at the gate.

MM: These are Marine MPs or Army MPs?

EK: Army MPs. Yeah, it was a disappointment actually for that. Finally towards the end of Fallujah, we got these gunpowder kits, instant residue stuff, that 

we could shake on a guy’s hand and it would show a certain color if the guy had 

gunpowder on his hands – then you knew he was fi ring a weapon. So that became 

a great tool to use, but it was only at the very end of the fi ght when we were down 

in the southern part of the city, just on some small search and attack operations. So 

really, by the time we got it, 48 hours later, we had pulled out of the city and we 

were done with that.

MM: Before the operation, did anyone express to the higher-ups that maybe 

there weren’t enough people to perform this operation, or did it seem like everybody was motivated and knew they could perform the operation?

EK: No, we had requested a couple times to take our Charlie Company at least, 

saying that we didn’t have enough infantry squads to do the operation, but we were 

basically told, “Nope, you’re going to fi ght with what you got.”

MM: Now is that coming from 1st Marines or –?

EK: No. From what I understand, that was from our brigade and division headquarters, because we wanted to take our Charlie Company. When we got to the 

Marine side, we fought with what we had, basically.

MM: That’s all I have, John.

JM: Okay, I’m good too.

MM: This is super. I extremely appreciate it.
233 

Major Sean Tracy

15 March 2006

JM: My name is John McCool (JM) and I’m with the Operational Leadership 

Experiences (OLE) Project at the Combat Studies Institute (CSI), Fort Leavenworth, Kansas. I’m interviewing Major Sean Tracy (ST) on his experiences in 

Operation IRAQI FREEDOM (OIF). Also present is Matt Mathews (MM), also 

of CSI, who will be asking questions as well. Today’s date is 15 March 2006 and 

this is an unclassifi ed interview. Before we begin, sir, if you feel at any time we are 

entering classifi ed territory, please couch your response in terms that avoid revealing any classifi ed information. And if classifi cation requirements prevent you from 

responding, simply say you’re not able to answer. Sir, could you please start off by 

telling us what unit you served with during your operational deployment?

ST: I was with III Corps headquarters, which was the Multinational Corps-Iraq 

(MNC-I). First we were Combined Joint Task Force (CJTF)-7 on the tail end of V 

Corps, and then on 15 May 2004, we changed over to the fi rst MNC-I. With that, I 

was in the fi res and effects cell, but I was the joint fi res planner that was attached 

to the G3 plans shop. 

JM: You were based at Camp Victory in Baghdad?

ST: Yes.

JM: What was the time period of your deployment?

ST: I was there from 10 January 2004 through 13 February 2005.

JM: Could you give us a sense of what your major responsibilities were? 

ST: As the joint fi res and effects planner, I’ve got to tie all the lethal and nonlethal effects into all the corps plans. At the time, I didn’t write the information 

operations (IO) piece, but it was a part of our responsibility. We were supposed to 

ensure that the effects objectives for the corps were being represented in all our operations; and if an effects objective needed to change due to an operation, we took 

that effects objective, gave it to the effects assessment group, where they would 

make metrics and measurable effects so we could actually assess that objective. If 

you have an objective that can’t be measured, it’s useless. And twice a month, we’d 

brief the commanding general (CG) on, “Here’s our list of effects objectives and 

here’s what we’re using to assess them.” Our major goal for that year was leading 

up to establishing local control of the 18 provinces to be able to have an effective 

fi rst election. That’s how we measured success: we didn’t think it was going to 

be in the mid-70s, the percentage of voters; we were going to be happy with the 

mid-50s. 

JM: A better turn out than in the U.S.
234

ST: Yeah, it’s all relevant. If you look at our 35 or 36 percent voter turnout, 

needless to say, we were happy when it was 70 or so percent that voted. 

JM: Can you outline what your chain of command was and where you were 

on the totem pole?

ST: My direct boss was Lieutenant Colonel Joe Gallagher. He’s since been 

promoted to colonel and is at the War College in Carlisle Barracks, Pennsylvania. 

He was the deputy fi re support coordinator. His direct boss was Brigadier General 

Richard Formica who’s been picked up for a second star and is at the Pentagon. 

He was the fi re effects coordinator for the corps. He was dual-hatted; he was the 

III Corps artillery commander out of Fort Sill, Oklahoma. That had a lot of weight, 

having a general in charge of your section. We didn’t really fall under the ‘3 shop; 

we were a separate war fi ghting force. When you have a one-star general, your 

chief of staff is also a one-star, and you have a working relationship where we’re 

not being beaten down like other staff sections, so we had a lot of power to throw 

around and do our jobs. 

JM: One of the principal operations you had some visibility over and did some 

planning for was Operation Phantom Fury, also known as Al Fajr. Can you walk us 

through that from the beginning?

ST: Starting back in April 2004, we were looking at doing operations because 

we knew it had to be cleaned up. For hundreds or thousands of years, this place has 

been the eyesore of Persia, then Iraq. We knew it was inevitable and it was going 

to happen, and we were actually there on the day the four Blackwater guys were 

killed. We were talking to the Marines about needing to do an offensive operation 

against Fallujah. The morning part of that day, they said, “That’s just the wrong 

thing to do; we’re making a lot of headway here. We’re cleaning up what the 

82d Airborne Division caused.” The 82d had a philosophy of if you shoot inside 

a crowd of troops, you will be shot – and they exercised that. The people of the 

town were pretty skittish, and the Marines thought they were making signifi cant 

headway with, “Hey, we’re good; we have this Fallujah Brigade that we had to 

equip and man more than twice,” that I know of, “with weapons and vehicles and 

training and –”

MM: Most of those fellows just melted into the city, didn’t they?

ST: Well, we were fi nding vehicles as far as Basra and in the far east of Iraq. So 

anyway, we went to lunch and we came back and were watching CNN – because 

we weren’t in the city; no one was in the city. You couldn’t go in, no fi re area, no 

entry. So, we came back from lunch and CNN has charred bodies dangling off 

the bridge. I don’t know about the phone calls that the 1st Marine Expeditionary 

Force (MEF) commander received that day, but I’m sure they were to the effect 

of, “Get in the city and take care of it.” There wasn’t any corps planning for that, 
235 

that’s why we were down there. We were there to do a deliberate planning and that 

was the normal standard of what we did as the plans team. If you weren’t 1st CAV 

Division, because they were right there with us at Victory, we would go to you. 

We would go there and ask, “Hey, what do you need? We’ll do our best to get it to 

you.” So our team left, “Okay, they don’t need a plan, they’re doing it.” I know the 

Marines thought they were about three days out from what they needed to do in 

that city when they were asked to stop. Needless to say, when we went back there 

in September to start deliberate planning for Fallujah II, there was a lot of consternation among the senior MEF leadership: “Hey, are your Army boys going to stop 

us again?” That’s nothing to do with us; we were as mad as anybody. We realized 

it was a problem and that’s why we were down there in the fi rst place.

MM: How did the hierarchy work there with the I MEF and III Corps? What 

was the chain of command there?

ST: I’m actually writing a piece that’s got a portion of it in there. You had a 

really weird command structure, and I don’t why this would happen. I’ve got my 

inclinations why it happened but, initially, you had General Ricardo Sanchez, the 

V Corps commander, and he was, at one time, the commander of CJTF-7 and then 

the VII Corps commander. And I believe he was also the Combined Forces Land 

Component Command (CFLCC) commander before Third Army took over when 

we changed over to MNC-I. He’s the commander and then General Thomas Metz 

comes in with III Corps and assumes the duties as the deputy CJTF-7 commander. 

So, you had two lieutenant generals in the same room; and then in the middle of 

May, General George Casey comes in to stand up Multinational Force-Iraq (MNFI). They were also in the same building with us before they went down into the 

Green Zone. Then you had Lieutenant General James Conway with I MEF. He’s 

occupying a division sector with a three-star general; he’s got two two-star generals and a one-star or more, I don’t know. They come heavy to the fi ght, and my 

personal belief is that they brought their brass heavy guy in to protect the corps. 

I understand that. But it seemed like MNC-I and CJTF-7 had major subordinate 

commands. We had our divisions under us. We had the brigade up in Task Force 

Olympia that took over for 101st Airborne. And then you had the Marines. There 

was a line: you had the Marines and then you had the rest of us. When he left and 

General John Sattler came in as the I MEF commander, the air changed. He had 

been the J3 at Central Command (CENTCOM) prior to coming down. He understood, and I’m sure General Conway understood the big picture as well, because 

you’re not going to get where you are without it. But he understood this whole 

theater because he had been working with CENTCOM. The other day General 

Sattler came in and spoke to us – great working relationship with General Metz. 

In November, when this operation went down, there wasn’t any longer a dividing 

line; it’s like the walls were broken down. “Hey, look, we’re all one force here 
236

and you guys have a big piece of the pie, but we’re always here to help you.” And 

I think the Marines realized that after that – well, probably after Najaf, because 

General Sattler jumped right into Najaf. I believe that was the timeframe, maybe 

not, but he was defi nitely there for Phantom Fury. But as far as command, I think 

it’s tough, and I would have thought that we might have learned from our history. 

There’s friction there. You have a three-star over here, and, oh by the way, this 

guy has date of rank on every three-star general in the Army. General Metz would 

never have let it out or said anything because that’s the type of leader he is. But 

there were things I really can’t go into that were happening over here, that one of 

our major subordinate commands or divisions never would have done. I look back 

to CENTCOM in allowing this to happen. When I MEF came over to replace the 

82d, they wondered, “What are you doing here with all that brass heavy leadership? You don’t need this much.” “This is how MEF comes.” Okay, whatever.

MM: Do you think the Marines would have been successful in the April 

fi ght?

ST: No.

MM: Just from what I’ve been reading, it seems like they were violating their 

own doctrine by not completely sealing off the city. They really didn’t have enough 

force there to do what they wanted.

ST: Back in April ’04 when they were saying, “We need three more days,” I 

probably would have leaned towards, “Okay, that sounds good.” But what I think 

what would have happened is, it would have been turned into another Baghdad. It’s 

only six kilometers by six kilometers and you have a lot of Marine ground forces, 

but I think it would have been messy and it would have taken a long time. That’s a 

lot of area to clear, and you have a lot of bad guys as well as civilians in town. By 

the time we started planning going through November, they weren’t any civilians 

left. We gave them the opportunity to leave. As the Marines and the Army guys 

were going down the city streets, there weren’t any vehicles; because if there were 

vehicles, there were going to get blown up. There weren’t any people. So back to 

your question, no doubt, they would have been in the city and still occupying it; 

but I think it would have been at the risk of losing a lot of Marines. And what’s 

more, there were so many civilians that the IO war would have been totally lost. 

It would have been ugly. There’s no way they would have left the city on their 

own, no way. They would have stayed there, but I think it would have cost a lot of 

Marine lives. 

MM: Fill us in, as far as you can, on the dates of when the Fallujah II operation 

fi rst started planning for that and the ramifi cations. You’ve already discussed how 

the Marines and the Army worked better this time.
237 

ST: We never really stopped the planning process. When we started in April, 

I said, “Yeah, our hands are up, we’re done,” but we really weren’t; we were still 

looking at it and strategic level targeting was going on in the city. The operation 

started on 17 June 2004 with our fi rst shaping targets, but I can’t go into the level 

of telling you whose targets those were. We did this deliberately because we only 

wanted to hit a few targets a night for a long period of time. We didn’t want to have 

to kick off on 9 November; we didn’t want to have 70 or 80 2,000-pound bombs 

dropping on a city. You’re going to hear that and the surrounding area’s going to 

hear that. One of our smart IO guys came up with an IO threshold for Fallujah. 

“This is the point we can push in Fallujah without losing the IO plan with other cities in Iraq.” Not that we’re concerned with what was going on in Fallujah, but you 

start watching this on TV and you’re seeing 60 to 80 2,000-pound bombs coming 

in, somebody’s going to throw up their hands and say, “Hey, isn’t this enough?” So 

we didn’t want to do that; we wanted to push it along the way, a couple bombs a 

night, and we didn’t do them every night. By the time the ground war started, our 

targeting in here was done. When the ground war started, there were more targets 

but we mostly used close air support (CAS) against those. We didn’t have to worry 

about going in and fi nding the safe houses because we had softened the targets up. 

They had all these barricades on the major roads and we fl ew in and hit them.

MM: You guys also took out the parked cars that had been there?

ST: General Sattler said that the other day, and I wasn’t really aware of that. 

The psychological operations (PSYOP) guys had distributed leafl ets that warned 

the people not to leave their cars in the street because we were going to blow 

them up before we come in. Guys don’t want to lose their cars. They had plenty 

of time to leave the city, and they got in their cars and left. We didn’t want any 

vehicle-borne improvised explosive devices (VBIEDs), guys jumping behind cars 

for protection and then the whole thing blows up. And from the photos he showed, 

it looked like a ghost town. I didn’t know they had done that. 

MM: Is there anything else you can tell us about the plan, good, bad or ugly, 

as it all came together?

ST: We brought more troops than we needed, and that was okay. For instance, 

there were Stryker guys coming down from Mosul and then we kicked off. It stared 

getting hairy up in Mosul: “We have our control here, release the Stryker guys 

back.” So, they boogied back up 300 or 400 kilometers to Mosul to take care of 

their problems. Looking at it, the Marines have a lot more ground troops than we 

do, but they didn’t have the equipment they needed for this. For instance, you have 

two Army brigades up in the north that were leading their way through, specifi cally 

the Jolan District right here, which was by far the worst with all the intelligence 

we received. “Send your tanks and Bradleys through there with your infantry guys 
238

on the ground going behind them.” From Karbala to Najaf, the British were doing 

it great out in Basra with movement by fi re with their tracked vehicles protecting 

guys. The Marines were dying to get our Paladins. It’s got the same capability as 

their M198 towed howitzers. It may be a little faster hooking up with a global positioning system (GPS), but the tubes, the ammunition and the range are the same. 

MM: The Task Force 2-2 people told me they brought two of their own Paladins to shoot for themselves.

ST: Yeah, we brought a battery down to 1st CAV; and as a matter of fact, we 

got that battery there to them fast. I’m thinking September or October. Anyway, 

we got them there fast because, “Hey, you guys need to get down there because 

they’re going to want to use you before we kick this thing off.” I went down there 

two days before we started and the Paladins were fi ring away. I think if the Marines 

are going to continue to fi ght – and they’re great at it, but they need more equipment. They need the equipment to be able to fi ght these urban fi ghts; they need the 

equipment to fi ght inland as opposed to amphibious landings. They’ve been taught 

forever that they’re the early entry amphibious forces here. But clearly, they’re 

fi ghting right here in the middle of the inland and they have to look at beefi ng up 

their equipment. 

JM: What sorts of recommendations would you have in that realm?

ST: Other than get them more tracked vehicles – get them some Bradleys. I 

know they have limited tanks, but I’m not necessarily sure they even need tanks. 

Maybe some sort of Bradley Fighting Vehicle at least with a 25 millimeter main 

gun. Defi nitely get them some self-propelled howitzers. They just upgraded to the 

new lightweight 155 millimeter howitzer. It’s pretty much the same thing they had 

before; it’s just new. I think if they’re going to continue to fi ght like this, they have 

to get beefed up with more equipment. I just don’t think it’s doing the Marines 

justice. “Hey, we have a lot more guys, just push on, we’ll accomplish the mission.” And they will. They would accomplish the mission if you just set a bunch 

of Marines on line out there and do it, but they would have lost a lot more people. 

The real success story here, as I see it, is our CAS. We started immediately planning. We didn’t want this thing to turn into another Anaconda where you have one 

aircraft fl ying over with 37 terminal air controllers on the ground feeding this guy 

information. Who are you going to drop for? You’ve got 37 guys down here on the 

ground that need CAS; who are you going to give it to? So the Air Force guys in 

the air operations center with III Corps, they broke this six-by-six box down into 

little bitty blocks, all the way through this town. Because in Fallujah I, you had 

aircraft coming in, you had Marines down on the ground and they were directing 

from the cloverleaf. “Hey, I’m two kilometers west of the cloverleaf and one kilometer south.” That’s how they were doing it. Well, the pilots went into this one 
239 

with their little knee pad, these broken down grids, almost like a kill box but even 

broken down smaller. They were directing, “Hey, go to,” let’s say this is block fi ve, 

“5W1.” Bam, they went straight to it. There wasn’t a single case of fratricide. I’ve 

got the statistics here: 386 total CAS strikes, we fi red 14,000 indirect fi re rounds, 

seven different types of fi xed-wing platforms including AC-130s. I’m absolutely 

amazed there wasn’t any fratricide because it’s so restricted: a six-by-six box and 

there are thousands of troops inside this town.

MM: There were Marines and Army there, and it was amazing that there 

weren’t any cross-boundary –

ST: Well, we talked with the Marines, their Marine air wing. “Okay, what do 

you want to use your air wing for?” And they told us, “Okay look, we want to go 

in there, prep some targets like this.” We said, “Well, how about Air Force stuff?” 

“Once the ground war starts, we’ll have them fl ying orbits and they’ll be able to 

come down and provide you with CAS.” “Sounds good.” And of course we had the 

Navy, Marines and Air Force coming in for the three or four months of shaping we 

had. I think it was a very impressive model. The people who were involved with 

the model should take it out and teach people that this is the right way to do it. 

JM: Did you do a formal after-action report (AAR)?

ST: No. 

MM: I have the AARs from the two Army task forces, but that’s all.

ST: When they get back, they collect all the data from the products that were 

produced during the planning and monitoring of the battle. You have a commander 

that when you get back to the rear is directing, “Hey, I want all this stuff documented.” I’m sure that’s probably what you guys do here. We need to capture this stuff 

so it’s not lost. And I know the air guys have done a lot of research and captured 

this stuff because I was sitting in a class the other day and they brought up some of 

the things. “Hey, that’s pretty good.” 

MM: I talked with one of the intelligence people for this fi ght. After the April 

fi ght when they decided to get the civilians out of Fallujah before they went in 

again, did anybody say anything or give any consideration to the fact that that was 

allowing a lot of the insurgents in there to just leave? This intelligence person I 

talked to said it almost seemed as if when Phantom Fury started, attacks erupted 

all over the place. She thought maybe 2,000 insurgent leaders left when they were 

given the opportunity and then waited for this operation to start. 

ST: They wouldn’t have done it in April because, when the Marines went in, 

they cordoned off this entire city and had a couple exit routes. I think one was up 

here at Checkpoint 1. We allowed the families to leave; women and children could 

leave. As carloads of them would come up to the checkpoint, if you looked like an 
240

able-bodied male, old enough to fi ght, you were told to go back. “Your family can 

go out, you’re going back and we’ll see you tomorrow.”

MM: That was in April?

ST: That was in April. The elderly people and women and children could go, 

but they weren’t letting able-bodied men leave.

MM: As far as you know, were they doing that prior to the November fi ght?

ST: We weren’t in the town. There were traffi c control checkpoints but I don’t 

exactly know what they were doing. I would say more came in. They didn’t want 

to leave. Honestly, they thought they had won in April, we were incapable of beating them, and they were just beefi ng up.

MM: But then you started this big IO campaign prior to the November fi ght 

to say –

ST: They knew it was coming. We warned them, “Get out while you have the 

chance because we’re taking it.” If everybody would have left, that’s fi ne; they 

would have moved somewhere else. But at least Fallujah wouldn’t have been Fallujah anymore, and that was the objective. Yeah, it was a great thing killing all the 

bad guys and getting their safe houses, their torture chambers, their IED factories 

we found there. But the objective was that this cannot be a safe haven anymore 

for terrorists. If they all leave, we’ve got the city; we’ll get you eventually. It was 

really nice if 2,000 or so of them stayed. Honestly, a couple days after this fi ght, 

Fallujah was the safest town in Iraq. The Iraqi Army fell in behind us, so as we 

pushed through they occupied parts of the town and stayed there. You’d go there a 

few weeks later and every corner, every street, there’s either a Marine or an Iraqi 

soldier standing there. It’s safer than Baghdad is now. The problem with Fallujah 

is you can’t grow within to replace the police and nobody wants to come in from 

outside. It’s like the joke that we’re going to send you to Siberia. Instead we’re going to send you to Fallujah and nobody wants to go to there. They don’t have permanent changes of station (PCS) moves. “We’re going to PCS you and your family 

to Fallujah.” No thanks! It’s not going to happen. When we were going through 

the planning, we wondered if we were prepared to establish martial law in the city 

because that’s what you’re going to have to do for probably a year and a half; it’s 

just going to have to happen. We saw what happened when you try to use internal 

police: the Fallujah Brigade – we ended up fi ghting them. We gave them weapons 

and equipment more than once and then had to turn around and fi ght these guys 

in November – and their equipment was being found all over the country. We 

stomped our feet about that one, but we were told to get them equipment so we got 

it. We didn’t want that to happen again. It’s going to take a generation change to be 

able to build this town back up. 
241 

JM: Did you have any role in actually prepping the battlefi eld? You know, the 

attack comes from the north and they were arrayed to expect an attack from the 

south.

ST: We had some units and some of our aviators down there. But for weeks – I 

don’t know how they would have known it wasn’t coming from the north unless 

they just thought we were going to continue our deception plan. Our troops would 

run all the way up here to this road like they were ready to go. All we were doing 

was collecting intelligence on them, because every time we did that they’d pop up 

on buildings, our snipers would get them, the aircraft fl ying over would zap them. 

We were just collecting information. I know before our troops actually went in, we 

kept that up for seven to 10 days, every night. So these guys were tired. Some of 

them may have put down their cup of tea when they heard the vehicle noises, because they were running south – vehicle noises from our broadcasters. It probably 

got to a point where they were like, “Nah, they’re not coming from there.” If they 

didn’t know we were coming from the north, they’d have to have been crazy because there were a lot of troops up there. There were three or four brigades abreast 

up there in the north ready to come down. That was pretty far; you’re talking four 

or fi ve kilometers. And I don’t know – they thought we were coming up here because we did go up the peninsula fi rst thing and take the hospital. But I don’t think 

they thought we’d come in on that bridge. Maybe they thought we were coming 

from the south, but a rational person wouldn’t think that way with as much fi repower as we had up there in the north. 

JM: Looking back over the course of your deployment, were there any major 

lessons learned or takeaways you had, either from the joint fi res perspective or the 

joint perspective in general?

ST: I think this fi ght right here has set the standard for what we’re going to be 

doing for a long time to come. You can probably write the book on joint operations from this operation. Every service had a part of this thing. From having to 

cancel shore leaves for the aircraft carrier out in the ocean so we could have their 

air power, to every air frame we’ve got, to include all the intelligence assets, threeletter agencies, inter-service agencies – we all came together for this and I think 

it turned out extremely successful. There were light casualties and we took a city 

and still have it. At a corps-level plans team, you don’t go through your deliberate 

military decision-making process (MDMP) step by step by step for the majority of 

the operations, mainly because you just don’t have time, but we did it for this. We 

were very methodical, stretched it out, went to the Marines, whatever they wanted 

we tried to get it for them. The rehearsals were outstanding, all the way through the 

actual execution of the mission, being able to battle track everything. It was professionally developing for me. I can take this with me. And Najaf was another one, 

and that was a classic example of precision strikes. We had to keep going down 
242

and down and down on the mosque to actually preserve the mosque itself. But 

everything inside the confi nes of that mosque, there were bad guys shooting out of 

it. I don’t know if you know, but this is the city of mosques here, in Fallujah, and 

we did everything we could to preserve their mosques and the minarets. People 

were fi ring at us from minarets and we took out the minarets and didn’t scratch the 

mosque. The difference from 1991 until now, with our capability, is like comparing apples and oranges. The precision weapons we have are phenomenal. Maybe 

precision literally is only your laser guided stuff. But your GPS stuff – if it’s not 

precision, it’s damn close. You’re talking three or four feet off target, and that’s 

pretty good. I think we used the right amount of force we needed so we didn’t level 

the city. Of course, we could have gone there and done that, but we’re better than 

that; we have the capability not to do that. 

JM: Were there any ways the coordination could have been better?

ST: At my level, I didn’t really see it. You might want to ask the Marines because I think their plans shop liked us coming down there with them more than 

two or three times. “Hey, we’ll give you the world, whatever we can give you.” 

They came to us for back briefs. The working relationship we had with the Marine 

planners, it didn’t seem like we were outsiders once we started planning together. 

There wasn’t any inter-service infi ghting. It was just, “Hey, we’re here to help you 

because we’re your higher headquarters whether you like it or not.” I think it went 

well.

JM: Okay, thanks very much for your time today. We appreciate it.
243 

Major Doug Walter

21 July 2006

JM: My name is John McCool (JM) and I’m with the Operational Leadership 

Experiences Project at the Combat Studies Institute at Fort Leavenworth, Kansas. 

Today I’m interviewing Major Doug Walter (DW) reference his experiences in 

Operation Iraqi Freedom (OIF) and specifi cally Operation Phantom Fury. Today’s 

date is 21 July 2006 and this is an unclassifi ed interview. Sir, for the record, if you 

feel at any time we are entering classifi ed territory, please couch your response in 

terms that avoid revealing any classifi ed information; and if classifi cation requirements prevent you from responding, simply say you’re not able to answer. Could 

you start off by giving me a little bit of background on yourself: where you grew 

up, how you got commissioned, and maybe a brief sketch of your military career?

DW: I was born in Cincinnati, Ohio, and grew up on a farm outside of 

Brookville, Indiana. In 1991, I graduated from high school, attended the United 

States Military Academy and graduated in 1995. I was commissioned as an infantry second lieutenant, went to Fort Benning, Georgia, for the normal Basic Course 

and Ranger School. I went to Fort Campbell, Kentucky, from 1996 to 1999. I then 

went back to Fort Benning for the Infantry Advanced Course and then to Europe. I 

spent a year on the US Army Europe (USAREUR) staff in Heidelberg, then on to 

3d Brigade, 1st Infantry Division (ID) in Vilseck, Germany, where I spent a year as 

a brigade planner. I then went to 2d Battalion, 2d Infantry Regiment, where I served 

as the battalion maintenance offi cer (BMO) and then as the civil affairs offi cer (S5) 

during the KFOR B deployment to Kosovo. While I was on USAREUR’s staff, 

I also deployed to Kosovo during either the 2A or 2B rotation. I was the S5 and 

then took command of Alpha Company, 2-2 Infantry in February 2003 in Kosovo 

and commanded the company until February 2004. Due to an illness, I had to 

relinquish command of the company and stayed in Germany when they deployed 

to Iraq. Once I was healthy, I was able to rejoin the brigade in July 2004 where I 

served as the brigade assistant operations offi cer (AS3), specifi cally working with 

the standing up, formation and training of the Iraqi Army in 3d Brigade’s area of 

operations (AO). Then in November 2004 in Fallujah, I took command of Alpha 

Company again after the company commander, Captain Sean Sims, was killed. 

JM: Was Captain Sims the one who took command after you originally relinquished it?

DW: Yes. When I became too sick to deploy, Sean stepped in just days before 

the deployment and took over the company.

JM: Can you tell me a little bit about Sean and your relationship with him?
244

DW: Sean was a very good friend of mine. We had similar backgrounds. He 

had been a lieutenant in the 101st Airborne Division as well, although I didn’t 

know him at the time. He spent a year in Germany working in Grafenwoehr and I 

spent my fi rst year in Germany working in Heidelberg. I worked for USARER as 

did he, working for the 7th Army Training Command in Grafenwoehr. We arrived 

in Vilseck – I got there just a couple months before he did. He moved over from 

Grafenwoehr. He didn’t have to physically move; he just changed jobs and started 

working in Vilseck where he was the brigade assistant logistics offi cer (AS4) planner and I was the brigade AS3 planner. I got to know him real well during that time. 

Again, we both had similar backgrounds; both had been light infantry guys in the 

101st. We were both Catholics, which is important, and that’s part of our relationship. We spent that year on the brigade staff together, became pretty good friends, 

and then while we were in Kosovo – when I took command of Alpha Company 

– he moved down from the brigade staff to be the battalion AS3 in 2-2. Through 

the deployment and until we returned to Germany, he continued to be the battalion 

AS3. The original plan was for him to take command of Alpha Company around 

December 2003 and I was going to move to Headquarters and Headquarters Company (HHC). But because I was sick, they were worried I may not make the deployment and didn’t want to have two new company commanders on the eve of 

deployment if I wouldn’t be able to go. So they decided I would remain in Alpha 

Company, they would get someone else to take over HHC, and I would just change 

out of Alpha Company sometime later down in Iraq. But when I ultimately got too 

sick to deploy, he was the next one in line so he took command in February 2004 

right before the deployment. 

JM: When did you fi rst hear that what became Operation Phantom Fury was 

going to happen?

DW: I guess it was late October. When I originally arrived in Iraq in July, I was 

working out of Forward Operating Base (FOB) Warhorse down in Ba’qubah where 

the brigade headquarters was. We were establishing a school for training the Iraqis 

and 2-2 had really led the way for the brigade in the formation. Captain Brian Ducote had done an outstanding job with the unit 2-2 was training. The brigade was 

looking to build on that success and use the cadre he had established, the training 

plan and the facilities they had been building, and establish a brigade training 

school up in Muqdadiyah. I relocated up there once we had laid the groundwork 

for transitioning it to a brigade operation and bringing units in from all over the 

Diyala Province up to the training center. I had relocated there to get the school 

started and was actually supposed to transition into assuming command of HHC 

2-2 that December. They had decided to let me take command again after I had 

returned to Iraq, after I proved I could stay healthy. So I was up there establishing 

that school. When I got back up there, it was great. Of course I had seen some of 
245 

the Alpha Company soldiers when I had been in Ba’qubah and down at Warhorse. 

Occasionally they would show up down there and I had had the opportunity to 

talk to and see Sean again. But when I moved up there, it was the opportunity to 

really see the whole company again and Sean was great about that. I was with him 

almost every night in his company command post (CP) and in his room. We had 

been good friends and he knew it meant a lot for me to go back and see the company again after it had happened with me getting sick and not being able to deploy 

with them. It was a great time and I was spending almost every night with Sean 

when he didn’t have an operation to conduct. When they received the fi rst warning 

orders that they may be going to Fallujah, it was mid-to-end of October when all 

this started happening. I was pretty much living with the battalion and spending a 

lot of time with Sean and with First Sergeant Peter Smith, who was the company 

fi rst sergeant and had been my fi rst sergeant as well.

JM: Were you and Sean talking about what Alpha Company’s role would be?

DW: Oh sure, we talked quite a bit about it. Sean would tell me what he’d been 

told and he showed me some of the documents he’d received as far as the intelligence they had on it and what they thought their mission would be. 

JM: Once the operation kicks off, what kind of visibility did you have on how 

it’s going?

DW: I would stop by the battalion headquarters at FOB Normandy. The battalion forward down in Fallujah had a hard site on Camp Fallujah with established 

phone lines and everything. Communication between those guys forward and the 

guys back at Normandy was pretty good, so I could easily stop in there and get an 

update. I hate to say it, but unfortunately it was usually just stopping in and checking on the casualty list during the day. Once it kicked off, they really started almost 

immediately.

JM: Did you have a role in any of the planning phases? 

DW: At that time, I was working for the brigade training the Iraqis and we 

actually had a unit of Iraqi platoons up there in rotation when they deployed. My 

day-to-day business was going down to the school and training the Iraqis. This was 

during Ramadan, so training in the evenings was pretty limited; by late afternoon, 

we were usually fi nished because it was Ramadan and I’d usually then go down 

to Alpha Company. They were really helping me out logistically for support and 

training of the Iraqis.

JM: How so?

DW: I was up there working for the brigade but I didn’t really have a lot of 

the necessary resources. The brigade expected 2-2 to help me out with that, but it 

wasn’t a formalized process. Sean, being a good friend of mine, was also someone 
246

who really embraced and understood the importance of training the Iraqis – I think 

before a lot of the other people did. He understood how that was really going to be 

the key to our success. He worked very hard at it in his own unit, in the company, 

making sure he took the Iraqi units out with him. Captain Ducote can probably 

fi ll you in on that because Brian led that effort for 2-2. I know he and Sean had a 

close relationship. He wanted to integrate those Iraqi units into real missions that 

the US Army was conducting, so he went to Sean who wrapped his arms around 

those guys and took them out on a lot of missions. Sean understood the importance 

of it. When I needed help, I would go see Sean and he provided everything from 

vehicles and radios to targetry, just all kinds of things. Of course I knew 99 percent 

of the company, so from the company fi rst sergeant to the master gunner, the supply sergeant, those guys were always giving me resources and supplies in order to 

facilitate the training of the Iraqis. I don’t think I could have accomplished my mission up there without Sean granting me permission to use his company resources, 

and not without the willingness of other members of the company to assist me and 

provide those resources. 

JM: When did you fi rst hear that Sean was one of the casualties?

DW: I was down at the school. FOB Normandy was a huge base. It had been a 

former corps headquarters in the old Iraqi Army. I was there with the Iraqis, fi nishing up. I think we had just graduated a class either that day or the day prior. Captain 

Ducote was a member of 2-2 and had actually been on his R&R leave when the 

battalion deployed. When he came back, the unit was already in Fallujah and they 

told him to just stay there and continue his work with the Iraqi Army, so he never 

actually went down to Fallujah. I had been down all day with the Iraqis and hadn’t 

really checked in with the battalion since early that morning when I found out that 

Lieutenant Ed Iwan, the executive offi cer (XO), had been killed. Brian pulled up 

and said, “Hey, I’ve got bad news,” and that’s when he told me, on the afternoon 

of 13 November.

JM: It’s my understanding that First Sergeant Smith was either offi cially or 

unoffi cially put in charge of Alpha Company for a time. Are you aware of that or 

what was the actual situation was?

DW: I think I understand it pretty clearly. Lieutenant Iwan, who normally 

would have been second in command, had been killed the day prior. He was killed 

on 12 November. Given the situation and what had happened, obviously everyone 

was under a lot of stress. Lieutenant Jeff Emery, who was the senior platoon leader, 

also stepped forward. But there was a debate: if he comes up and he’s already 

trying to fi ll some of the XO role and now becomes the company commander, 

who’s going to be the platoon leader for that platoon? So I think it was a joint effort between First Sergeant Smith and Lieutenant Emery; when it came to actually 
247 

writing the plans it was a joint effort. But when they executed, First Sergeant Smith 

went ahead and moved into the commander’s Bradley, allowing Lieutenant Emery 

to focus on fi ghting his platoon. So it was a dual effort between those two. First 

Sergeant Smith was obviously the senior non-commissioned offi cer (NCO), very 

experienced, and was a very intelligent and capable man. I think he understood and 

didn’t want to push the entire load of everything that had happened onto the very 

able but very young shoulders of Lieutenant Emery, who was also very competent 

and an outstanding young platoon leader. I think it worked out pretty well the way 

they handled it.

JM: Did Lieutenant Colonel Pete Newell make a formal announcement or was 

it implicit, just understood that First Sergeant Smith was effectively the company 

commander?

DW: I think it was more how Alpha Company worked it out on its own. I think 

it was Lieutenant Emery and First Sergeant Smith just understanding what was 

important, what roles they needed to fi ll and, to their credit, I think they did a pretty 

good job of working that out and making things happen.

JM: Were there any problems you noticed or heard of between Lieutenant 

Emery and First Sergeant Smith?

DW: No, not at all. During that time, they were completely focused on completing the mission, trying to do their jobs and bring home the rest of the company. 

I’m not aware of any kind of friction between those two. 

JM: How did First Sergeant Smith do in running Alpha Company, your former 

company? 

DW: From what I heard everything went well. He may not have been completely comfortable in the role and with the confusing command and control (C2) 

relationship that existed there. They were able to make it happen for a short time. 

I think he understood that, regardless of who it was, somebody had to be put in 

charge as the company commander. They were able to execute for a day or two 

that way, but it was too much responsibility for them to have. Regardless of who it 

was, somebody had to be – “Hey, this guy is the guy in charge.” Any organization 

is that way; you can’t exist in that kind of nebulous environment for very long. 

First Sergeant Smith just wanted a commander appointed so those C2 relationships 

were established. 

JM: Now, obviously you were the commander who was eventually appointed. 

Can you tell me how that came about?

DW: All I can tell you is that I was back on FOB Normandy in a pretty distressed state of mind. Sergeant Major Steve Faulkenburg had been killed, then 

Lieutenant Iwan and then Captain Sean Sims who had been a very, very good 
248

friend of mine, along with all the other men who had been wounded. I’m not going to lie to you, I was looking at the overall picture of things and thought it made 

sense that maybe I’d go back – and I was hoping for that. And as it turned out, I 

received a call on the afternoon of 14 November that they wanted me to do that, 

that a helicopter would be coming into FOB Normandy to pick me up and I needed 

to pack my bags. The brigade XO actually called me from FOB Warhorse and told 

me to pack my bags, get ready to go because they were coming to pick me up. I’m 

not sure what exactly facilitated that, whether it was Lieutenant Colonel Newell on 

his own – and I guess First Sergeant Smith had asked for that to happen. I guess it 

really didn’t matter how it happened; that was the decision they made.

JM: Did this go as high as Colonel Dana Pittard, the 3d Brigade commander?

DW: Yes, and I think even the division commander, General John Batiste, was 

visiting the guys when it came about.

JM: Once you heard that you were going to be retaking Alpha Company, how 

did you overcome this situation, prepare yourself and get yourself mentally straight 

enough to assume this tremendous responsibility?

DW: The fi rst part of that was, I still thought of those guys as my men. Of 

course when I got sick, the guy I wanted to take over was Sean because I knew 

him, had a tremendous amount of faith in him and I knew he would be an outstanding commander and would look out for those guys. The company had really been 

through a lot – whether it was nine months in Kosovo, having been extended down 

there and then coming back; having your block leave cut short so you could go 

back to the fi eld for seven months. It had really been a rough time and we had been 

through a lot. When Sean stepped in and just did a phenomenal job, there wasn’t 

any doubt it was his company but I still cared a lot about those men after all they 

had been through. One thing that certainly helped me stay focused was the fact 

that, despite all that had happened, these men were still alive and they deserved 

hopefully someone who could do a halfway decent job, keep them alive and bring 

them home. The other big thing that helped focus me was the fact that Sean believed in what he was doing and obviously he died for that. We weren’t going to 

let him down by failing to do the mission now; we needed to stay focused and do 

everything we could to complete the mission and bring everyone home, because 

that’s the way he would have wanted it done. When I got there, that’s what I put in 

my mind. I talked to those guys who were closest to Sean and me when I got back 

there, including Staff Sergeant Brandon Knicely, who was the company master 

gunner as well as the company commander’s gunner. In the Bradley he sits right 

next to you. I talked to them about it and said, “Hey, we’re going to mourn this 

when we get back and have time to catch our breath; but right now, we have a job 

to do. The most important thing is to complete this mission and bring the rest of 
249 

these men home alive. That’s where we need to stay focused.” I remember telling 

Staff Sergeant Knicely, “If I start to lose that focus, you need to kick me in the ass 

and make sure I maintain that.” 

JM: At this point, what was the morale of Alpha Company like? Did this pose 

a leadership challenge for you?

DW: No, it was not a challenge for me. Obviously the guys were distraught 

when they realized what had happened, but they also understood that they had a job 

to do. We all knew we would have to deal with what had happened at some point, 

but at that particular point in time, that wasn’t it. That would only result in us getting distracted and possibly losing more men. So the guys were very professional 

and I really didn’t have any leadership challenges at all. I just gave them task and 

purpose and they moved out. When I got there I told them, “I’m glad they brought 

me in because I know you guys and I know you don’t need somebody coming in 

trying to tell you every little thing you need to do and micromanage. All you need 

is somebody to report for you, let you know what’s going on and to keep everyone 

else off your back because you’re going to execute and do an outstanding job.” 

And that’s what they did and that’s what I felt my role was: to facilitate them doing 

their job. I really didn’t need to come in and take over everything. They knew what 

they needed to do and they were more than capable of doing it. The fact that I knew 

them and understood what their capabilities were was the one thing I was able to 

provide over someone else. I didn’t need to micromanage them.

JM: What’s the offi cial date that you retook command?

DW: I arrived in late evening on 14 November and received a briefi ng on 

Camp Fallujah primarily from the assistant intelligence offi cer (AS2), Lieutenant 

Natalie Friel, who did a phenomenal job by the way. She gave me the briefi ng at 

Camp Fallujah and I then hopped on a convoy and they took me outside the gates 

of Camp Fallujah, out to the logistics support area where two-thirds of the company had come back that night to refi t, rearm and refuel. I got out there somewhere 

in the middle of the night. It was around 0200 or 0300 in the morning when I linked 

up with the company on 15 November. 

JM: You said you gave them task and purpose. What was that and how did you 

see the company’s role for the remainder of the fi ght?

DW: For that particular day, at that point in time, we were really focused on 

this last part of southeast Fallujah that had yet to be cleared. I got the mission 

from First Sergeant Smith, woke him up and got the briefi ng from him; and then 

that morning after everyone got up, they already had what they were supposed to 

do but I went over with them and made sure I understood. Two of the platoons 

were there. Lieutenant Emery and his platoon were still in the city and they had 

established a stronghold in a building at the beginning of the block we were about 
250

to clear. They told me what they were doing and I was prepared to C2. Once we 

kicked off, I guess there had been confusion from the order the night before and 

we weren’t really executing exactly what Lieutenant Colonel Newell wanted. The 

fi rst time I saw him, he linked up with me behind the Bradley explaining to me 

what he wanted to do. I had to pull everybody back, got two of the platoon leaders together, briefed them and then we kicked back off again. It was an interesting 

start. But what we were really doing was clearing that last area in the southeast 

corner of the city.

JM: Can you talk me through the process of clearing, any enemy contact you 

guys had?

DW: It was going house to house, room to room of every building in that last 

district of Fallujah.

JM: You guys are dismounted at this time?

DW: Yes, they’re dismounted but we were integrating a lot of the resources 

we had using indirect fi res, using the 120 millimeter main guns on the tanks. We 

had two operational tanks and were also using the 25 millimeter main gun on the 

Bradley. I can’t tell you for sure exactly but I think there were about 13 enemy that 

we found. Most of them were in large part killed by artillery or the support by fi re 

weapons that we were using, as far as the Bradleys and the tanks to engage the 

buildings before we entered. What I remember most is the huge number of caches 

we found. Every building it seemed like was an arsenal: from weapons, rocketpropelled grenades (RPGs), tank mines, explosives, anything you can imagine was 

in that area along with a number of bunkers that they had. I remember one house 

in particular had 15 improvised explosive devices (IEDs) that were radiating out 

from one central house that housed the guy who would actually detonate them. 

Luckily he was killed before he could detonate any of them. Once we discovered 

it, it was our engineers who went around and destroyed the IEDs that radiated out 

from that house. If I remember correctly, the count was 15. 

JM: Did you have any contact or working relationship with any Marine 

units?

DW: At this point, I had not worked with the Marines at all. I was talking to 

Lieutenant Colonel Newell on the radio and Captain Jeff Jager, who was the AS3, 

and they were working with the Marines. I had the Brigade Reconnaissance Troop 

(BRT) on my left fl ank, the east fl ank, and to the right was an uncleared area where 

the Marines were but they were back a little bit. They weren’t as far forward as we 

were at that time. 

JM: Do you have any general impressions about Army/Marine Corps integration in this fi ght? Is this something you had any visibility on?
251 

DW: Very little. The most interaction I had was a couple days later as we 

moved back up the city and moved a little bit to the west to continue outside what 

had been the original 2-2 AO, to help the Marines out in other parts of the city. We 

were getting ready to kick off into the industrial district and on my far right fl ank 

was the seam with the Marines. There were a lot of people who were coming out 

of that seam – and I don’t want to call them civilians because I don’t think that 

refl ects who they actually were. A lot of military-aged men with recently shaved 

beards, one of them with a gunshot wound to his leg being pushed in a wheelchair. 

I got a call saying they were walking out and I sent a platoon sergeant, because we 

had already started attacking into the industrial district. Sergeant First Class James 

Cantrell went down, rounded them up and he said, “Okay, the Marines have them 

now.” So he moved back over to his platoon and then we realized they had been 

released and kept walking. So we went down there, rounded them up again and 

I went and found a Marine lieutenant on the ground and asked him what was going on. He said that his chain of command had told him they didn’t have room for 

any more enemy prisoners of war (EPWs) and he was to just tell them to continue 

walking north and turn themselves in further north. Needless to say, I didn’t think 

that was a good idea. Like I said, there were caches located all over the city and it 

wouldn’t have been diffi cult for them to move back north, fi nd another weapons 

cache and then come in behind us. So I went ahead and rounded them up right 

there, about 10 of them. I then called our HHC commander, Captain Fred Dente, 

and let him know the situation. He had some Iraqi Army guys working for him who 

were kind of attached to the battalion for that operation. They had some trucks and 

stuff. Captain Dente actually led the convoy down Highway 10, the main highway 

that bisected Fallujah north to south. He drove right down there with them, linked 

up with me there and I turned them over to him. Again, that interaction with that 

Marine lieutenant, I basically said, “I don’t agree with that and I think we should 

detain these guys. I’ll go ahead and do it through my chain of command even if 

yours is telling them to move north.” That was really the extent of my interaction 

with the Marines.

JM: All these caches, what was the procedure for securing these, for making 

sure they didn’t fall into the bad guys’ hands again?

DW: We had the Iraqi Army coming behind us and they had Americans working with them. Normally what we would do is document it, get a good grid for it, 

and report it up. If we thought it needed to be secured, we’d secure it until explosive ordnance disposal (EOD) showed up and have them try to deal with it. But it 

came to the point where we were just overwhelmed and we’d still be there today, 

I think, if we had waited for EOD to blow it up. I had a platoon of engineers attached to the company and they’d been attached since they arrived in country. We 

had actually deployed with four platoons. Alpha Company, even back in Germany, 
252

had been plussed-up a platoon. We actually had 18 Bradleys and 180 soldiers in 

the company when we had trained up in Germany. Two of those platoons were 

task organized elsewhere in the brigade and we received a platoon of engineers in 

return. They were a great bunch of guys, very capable, very competent, and they 

knew a lot about demolitions. Those guys ended up helping do a lot of the demolition to destroy a lot of that. Some of the stuff we felt was really unstable so it was 

a combination of where we could get EOD support, but EOD was so overwhelmed 

and we used that when we could. If we thought the stuff was relatively stable, 

then we’d try to pass that off to the Iraqi Army as they came in and let them haul 

it out. Otherwise the engineers we had attached to us went around. For instance, 

the house that had the 15 IEDs radiating out of it: they went around to each one of 

those and detonated them. So it was a combination of EOD support when we could 

get it, passing off the mundane stuff like the rifl es, etc. to the Iraqi Army, and then 

using our own engineers to destroy some of the other caches: the mines and IEDs 

that we found.

JM: Since you had so much experience in training the Iraqis, do you have a 

sense or impression of how generally these Iraqi Army units performed in this 

battle?

DW: I can’t really tell you too much about that because they always came 

behind us. At this point and time, they didn’t work directly for us. After we had 

gone through an area and went through the buildings room by room, one of their 

primary responsibilities was to remove the dead insurgents we’d killed as well as 

reducing the caches that were there. I didn’t work with them at this particular point 

and time in Fallujah. I didn’t work with them in an operational sense where they 

had a mission to my left, right or in front of me. They were always coming behind, 

helping to clean up. 

JM: That was a mission they were well suited for?

DW: I think so. From what I understood, they seemed to do a good job. I only 

have a little more insight on that because when I moved to Fort Polk, Louisiana, 

where I’m at now, the lieutenant colonel I worked for here happened to be one of 

the lead advisors. He was in another part of the city. He wasn’t exactly with us in 

2-2, but he had been in Fallujah with an Iraqi Army brigade, I believe, as an advisor.

JM: What’s his name?

DW: Lieutenant Colonel Marcus Deoliveira. At the time, I wasn’t really too 

interested; I was focused on what I was doing. But once I arrived here and met 

him, I worked for him for a year and in our discussions, he fi lled me in a little bit 

on what they were doing.
253 

JM: Once you all fi nished clearing that one particular section of the city, what 

was the next mission Alpha Company was given?

DW: After we cleared that that day, we were pulled up further north again and 

then moved west and continued to clear south again through areas that had already 

been through but that needed to be gone through again. In those following days it 

was a detailed building-to-building, room-to-room kind of thing. Again, there were 

just huge numbers of caches. That’s when we found an IED factory, a vehicle-borne 

IED (VBIED) factory; we found an insurgent training classroom with stuff up on 

a white board with diagrams on how to shoot down US aircraft. It was amazing 

the stuff we found. I think one of the sites, the VBIED factory, they actually found 

black fl ags with the yellow moon in the middle that was Abu Musab al-Zarqawi’s 

symbols. The press had come in by then and all that was actually on CNN.

JM: Did you guys have any reporters embedded with you in Alpha Company?

DW: Not in the company per se; they were with Lieutenant Colonel Newell. 

He pushed them down as he saw fi t or where he thought they might want to get a 

story. When we found that training classroom that was adjacent to a large cache 

we had found, and then the VBIED and IED factories, that’s when they all came 

around.

JM: What was your overall assessment of enemy’s tactics and capabilities 

based upon your time there?

DW: Based on that time and what I saw later on, these guys were fi rstly a little 

bit better trained than your normal run-of-the mill guy you would see up in Muqdadiayh. Secondly, not only were they better trained but they were also willing to 

stand and fi ght and, in a lot of cases, willing to die. A lot of them did right there. I 

think they knew that if they were still in Fallujah after the Marines had allowed so 

many of the civilians to leave, they were staying there to fi ght and probably die for 

their cause. They were better trained and more dedicated to their cause than you 

would fi nd, for example, in Muqdadiyah – your average guy who was maybe just 

doing it for the money. These guys were doing it because they obviously believed 

in it. I’m not an expert at examining the bodies or anything, but I believe if you 

look at the statistics and what the experts found, you’d fi nd that a lot of those guys 

were foreign fi ghters who were killed in Fallujah. 

JM: To what do you attribute the overall success of the mission? Do you have 

any general thoughts about how it went?

DW: The training we went through prior to the deployment – I guess I can 

speak specifi cally for Alpha Company when we were in Kosovo. Kosovo obviously wasn’t Iraq, but the day-to-day activities like going out on patrols, accountabil-
254

ity, communication and that kind of thing were all very similar. If we had patrols 

out, we always had communications with them. They had to do pre-combat checks 

(PCCs) and pre-combat inspections (PCIs) before they left the gate and before 

they came back into the gate. I took command in February, and at the end of March 

was when the war started and OIF I began. It didn’t take a mathematician to fi gure 

out that there are only so many divisions in the Army and we probably would end 

up going. So we really focused on what we were doing in Kosovo. We integrated 

patrols so we’d normally stop by a range at least once a week or so and shoot. So 

in Kosovo, we really started the train up. It was that core of guys in the company, 

I would say at the sergeant and staff sergeant level, that when we got back to Germany and got a lot of new soldiers, that core had been in Kosovo and had operated 

like that for awhile. They were trained to do it. So when we started training again 

in Germany it wasn’t from square one; it was guys who were experienced. And 

thanks to stop-loss, not too many of them were able to leave. We already had a 

cohesive core of well-trained soldiers and we were able to hit the ground running 

in August when we started training. By the time we went through gunnery and 

went to Hohenfels and the Combat Maneuver Training Center (CMTC) rotation, 

we felt like we were well-trained and a good unit, and I think that carried through 

the whole time we were in Iraq.

JM: What are your thoughts with respect to urban operations and mechanized 

units operating in cities, either from a doctrinal perspective or just what you observed on the ground?

DW: From what I observed, I would say there’s really no other way to do it. I 

have a light background, and prior to going to 1st ID I’d been in the 101st. But the 

way we were able to operate in that city using the mobility, fi repower and protection of the Bradley Fighting Vehicle, I’m confi dent that saved a lot of lives. One 

thing I felt the company was able to do because we really trained hard was integrating the Bradley into our operations and using mounted and dismounted operations 

to attack a particular objective. Using that maneuver, fi repower and protection of 

the Bradley to the utmost really facilitated us being able to accomplish the mission 

down there and kept our casualties to a minimum. In contrast, had you had a light 

unit in there without that fi repower, protection and maneuverability, I think the 

casualty fi gures certainly would have been higher. 

JM: Like with the Marines?

DW: I think maybe you did see that on the Marine side. 

JM: Were there any assets or resources you felt were lacking, that you wish 

you’d had in hindsight?

DW: No, I don’t think so. The battle was certainly more intense in the early 

days. Someone who was there – obviously Sean would have been a great guy to 
255 

ask that question to. As far as I was concerned, I was pretty comfortable with what 

we had once we were there. Maybe that’s because I was focused on what I was 

doing, I knew what I had and had to be able to use that. I was pretty comfortable 

at the time. We had pretty good support. The mechanics were right there keeping 

our vehicles up and they were outstanding. The medics were there. It was a great 

effort, I thought, on the part of a lot of different people who kept things going. I 

really can’t complain about any lack of support or lack of an asset. 

JM: At this point, was there much need for fi re support?

DW: We did have artillery that we used. Captain James Cobb, the fi re support 

offi cer – just a fantastic job by him and his whole fi re support team. The guys we 

had in our company – I can remember Sergeant O’Brien and Sergeant Laird. Those 

guys did a phenomenal job. The artillery support early on was outstanding, and 

even after I got there we continued to use it.

JM: We’ve mentioned a number of them, but are there any other particular 

individuals whom you think deserve special recognition for their role in this operation?

DW: Oh yes. I’ll tell you – and maybe my situation is a little bit different than 

everyone else because I went in there at a different time. Staff Sergeant Knicely, 

who was the company master gunner, served more of a role than that because he 

was in that Bradley with me and with Sean. He was a young staff sergeant, but 

remarkably competent and I didn’t have any problems dismounting that Bradley. I 

didn’t have an XO at the time, and that’s normally how we trained up in Germany. 

The XO had done a lot of the reporting back to the battalion to allow the commander to focus on his platoons and command at the company level. I didn’t have 

an XO to do that for me, but Staff Sergeant Knicely was able to step in. You talk 

about a young staff sergeant who could talk on the radio, who understood company/battalion-level operations and could report back to the battalion in a clear and 

concise manner so they understood what was going on on the ground – he was just 

amazing. He did that throughout the deployment. He meant a lot to the company, 

what he was able to do. I thought I could dismount that Bradley and link up and 

talk with my platoon leaders or fi rst sergeant or whoever I needed to talk to; and 

even if for whatever reason I might not be able to monitor the battalion nets, I had 

100 percent confi dence in Staff Sergeant Knicely. He could talk to the battalion 

commander as a staff sergeant and tell him what he needed to know as far as what 

was going on with the company. 

JM: Is Staff Sergeant Knicely still in the Army?

DW: Yes, he is. He was selected for sergeant fi rst class and is at Fort Leonard 

Wood, Missouri, as a drill sergeant.
256

JM: Let me toss out some more names and maybe have you give your reaction, 

if you like. Major (Dr.) Lisa DeWitt?

DW: She was great. Obviously operationally she didn’t have a large impact, 

but the support and the confi dence I had and all the soldiers felt – because she 

seemed to know everyone. You knew that if you were wounded or something happened to you, you were going to have the best medical care. You certainly knew 

there wouldn’t be any lack of effort in somebody trying to get you fi xed. Between 

her and Lieutenant Greg McCrum, the battalion physician assistant (PA), just a 

great team that those two were. I can’t speak for all the soldiers, but I know I had 

a lot of confi dence in them. If I were shot or wounded, whatever, you could count 

on those guys to do everything they could to help you. That was a great morale 

boost, I thought, and she’s just a great person overall too. I was very grateful for 

her support during that time as well.

JM: What about Lieutenant Colonel Newell and his S3, Major, now Lieutenant 

Colonel, John Reynolds?

DW: It’s kind of hard to speak about them. They were busy at the time and I 

was focused on the company. But I’ll say this about Lieutenant Colonel Newell: 

I’ll always be grateful to him for allowing me to come back to the company at that 

particular point and time. They could have easily brought someone else in. I still 

cared about those men more than anyone else, other than Sean, and when he was 

killed, I really wanted to get down there and help them in any way I could. So I’m 

eternally grateful to Lieutenant Colonel Newell for bringing me back in there at 

that time. I really appreciated his trust and confi dence in me to do that. Like I said, 

I’ll always be grateful to him for that.

JM: What can you tell me about Staff Sergeant David Bellavia? We were having a hell of a time getting a hold of him, then we found out he was back in Iraq 

– as a civilian, since he’s apparently now out of the Army. 

DW: Yeah, and actually he’s back now. I’ll tell you, that guy could make a living as a standup comedian if he wanted to. He’s a very funny guy, very easy going. 

But when it came to the business of soldiering, he’s a very serious, very competent 

soldier. He was one of the guys who was with us in Kosovo, who’d been with the 

company for a long time. He was a great leader, a great example for soldiers. I 

don’t know if you want me to go into everything he did.

JM: Is he still being considered for the Medal of Honor?

DW: I believe so. In fact, that’s something I need to actually follow up on. In 

talking with him, I thought it was still in the process.

JM: It was the Distinguished Service Cross (DSC) originally, I understand.
257 

DW: That’s what I sent it up as because that’s what I was told to send it up as. 

We would send it up as a DSC with the hope that it’d be promoted to a Medal of 

Honor. I guess captains aren’t supposed to submit Medals of Honor. [Laughter] I 

don’t exactly know how that system works and my own ignorance worked against 

me there, but there are probably not a lot of people who’ve written Medal of Honor 

nominations before. I don’t know if you’re aware of the situation.

JM: I am to some extent, but I’d be interested to hear your account of it.

DW: Sure. He was a squad leader in 3d Platoon at the time and they had been 

fi red on from a building, fi red on by some insurgents. They had cordoned off the 

block of about 10 to 13 houses. They began clearing each house, trying to fi nd out 

where the guys were who had shot at them. About the tenth house they went into, 

Staff Sergeant Colin Fitts, who was another guy – remind me and I’ll talk a little 

bit about him. His squad had entered the fi rst room of the house and, as they were 

about to enter the second room, they were engaged by a couple insurgents who 

were hiding behind a concrete Jersey barrier they’d brought into the house. They 

were in a narrow area underneath a staircase with the Jersey barrier in front of them 

and they were fi ring into the doorway leading into the room. It’s kind of hard to 

explain, but also in direct line with that was the doorway to the room the soldiers 

were in that led to the outside of the house. So, the soldiers were trapped in there. 

They couldn’t enter the room because of the amount of fi re coming out of it and 

they couldn’t exit that room either because the insurgents had a direct line of sight 

from where they were at through the door to that exit door – if you can envision 

that. Rounds started penetrating the wall they were taking cover behind. One guy’s 

vest was penetrated away from the plate, grazed his side and went out the back of 

the vest. So it was a pretty dire situation. Anyway, Bellavia was outside and picked 

up an M249 squad automatic weapon (SAW). He stepped into the doorway where 

the bullets were impacting and suppressed the insurgents long enough for the squad 

to break contact and move out of the building. To hear the guys tell it who were in 

that room, they looked back over their shoulder into that doorway they wanted so 

badly to get out of and there’s Bellavia standing there with rounds impacting all 

around him, shooting back with that SAW, and suppressing the enemy long enough 

for that squad to break contact and get out of the building. Once they broke contact, 

out of the building, they brought up a Bradley and tried to put some 25 millimeter 

rounds in the building. But with those courtyard walls they have around the buildings in Iraq and not being able to get the gun tube low enough to get into those bottom fl oors, they weren’t sure if they were able to affect anything inside the building 

or not. So Bellavia took a small team and went back in to see if the Bradley had 

any effect. As he did that, he was in that room where Staff Sergeant Fitts and his 

squad had been trapped; and as he looked into the doorway where the insurgents 

had been, he saw one of the insurgents preparing an RPG. To hear him tell it, he 
258

understood and it snapped in his mind at that time that this guy could infl ict a lot 

of casualties either on the dismounted squads that were running around or on the 

Bradley itself. He felt it was a target that needed to be eliminated immediately so 

he went ahead, entered that room and destroyed the guy with the RPG.

JM: Did he still have the SAW?

DW: No, he had an M-4 (M-4 Carbine) at this time. As he eliminated the guy 

with the RPG, another guy shot at him from the side and Bellavia was able to shoot 

and wound him as that guy fl ed into another room to the back side, off to the right. 

As he did that, he ended up turned around facing the door he had just come in and 

realized that behind him was another room that had not been cleared. He thought 

he heard something in there, so he moved into it, shooting into the corners because 

he couldn’t really see; and as he was doing that, the guy he’d wounded came back 

out of that other room and started shooting at him as well. Just then, another guy 

came down the stairs – because the door was right by the stairwell where those 

insurgents had been hiding. So Bellavia was being fi red upon by those two insurgents simultaneously. He was able to return fi re and kill those two guys. After he 

killed those two, he’s back in the room which he realized was not clear – and once 

again, he had his back to it. After killing those two guys he was still receiving fi re. 

It was then that he realized there was a guy inside the closets. It’s like in Germany 

where they don’t really have closets in the houses themselves; they have these wall 

units for clothes. Anyway, a guy comes busting out of there, fi ring wildly over his 

head. The whole wall unit comes down with him and he and Bellavia end up on 

opposite sides of the room. They exchange gun fi re at very close range with neither 

of them hitting one another. That insurgent fl ees out of the room, up the stairs, and 

he’s wounded. Bellavia follows him out – and I’ll add that Bellavia had left two 

soldiers outside. He brought one guy in but, for whatever reason, that guy only had 

a nine millimeter pistol. He was a new guy who had just shown up. He expended 

all his ammunition shooting at the guy Bellavia had wounded and who fl ed to 

another room. Bellavia sent him out of the room. I tell you all this with the caveat 

and with Bellavia’s acknowledgement that it probably wasn’t the smartest thing he 

ever did. [Laughter] It was something that, once he got started, he couldn’t really 

stop. He saw the guy preparing the RPG, saw he needed to eliminate that target; 

and once he got started, there wasn’t a whole lot he could do but fi nish it. So he 

exchanged gunfi re on the stairs with this guy, and from that stairwell there was an 

entrance onto the fi rst level roof. Bellavia moves up there, and it’s a small room 

that exits to the roof. He throws a grenade and the insurgent moves out onto the 

rooftop to avoid the blast. He was wounded by it but wasn’t killed. Bellavia moved 

into that room. He continued to try to manipulate his weapon to engage Bellavia, 

who shot him, and he fell at Bellavia’s feet and continued to scream, yelling to 

another insurgent, communicating with another guy. Obviously Bellavia felt the 
259 

insurgent was giving away his position, trying to tell the other insurgent where he 

was at, so he actually pulled out his knife and killed the insurgent right there as 

they were fi ghting on the ground. That’s four guys he killed. Then he moved up 

on the second fl oor, something like a balcony. As he’s looking out onto the roof 

through a window, a guy jumps off the third fl oor roof onto the second fl oor roof 

and Bellavia shoots him a couple times. The insurgent falls down, wounded. Bellavia thinks he might be dead; and as he has to move from the window, he has to 

move down a couple feet and go out a door. And as he goes out the door the guy 

had gotten up, moved to the edge of the roof and was trying to get over the roof. 

Bellavia shot him again and he fell off the roof. By that time, one of the squads had 

come into the house and was yelling for him. They actually had to pull out of the 

house because they were going to drop a joint direct attack munition (JDAM) onto 

a house nearby where they had had contact. So they had to pull out. By the time 

they got back there, they couldn’t actually fi nd the fi fth guy he had engaged, but 

they had the four he had killed. He single-handedly cleared the house, killed four 

guys and probably mortally wounded a fi fth.

JM: Didn’t he at one point grab a shotgun?

DW: No. When Sergeant Scott Lawson was in there with the nine millimeter, 

he sent him out and told him to get a shotgun. But Lawson never made it back in 

before –

JM: Oh okay. I knew he’d asked for one, I just wasn’t sure if he actually ever 

got it.

DW: It was pretty amazing. 

JM: No kidding. It’s a regular Rambo story!

DW: It kind of is. He’ll admit that it wasn’t the smartest thing he’s ever done. 

His mind just snapped when he saw the guy preparing the RPG; and then once he 

got in the house, there wasn’t a whole lot he could do. He was trapped and had to 

fi ght his way out.

JM: You mentioned Staff Sergeant Fitts?

DW: During the April fi ght in Muqdadiyah, Staff Sergeant Fitts had been shot 

three times. It was right before they had gone down to Najaf, a day or two before. 

He was shot in both arms and through the knee. He was evacuated back to the 

rear and I talked to him because I was still back there, but I didn’t get to see him 

because he had been evacuated to Walter Reed Hospital before I had a chance to 

make it over there. He eventually came back to Germany after beginning rehab. 

His arms were okay, he had been grazed on both arms, and it didn’t really debilitate 

him in any way. But the shot to the knee had been pretty severe. He defi nitely had 

a limp. But he worked hard – and his whole intent was to make it back to Iraq and 
260

link up with his platoon and company again. I deployed in July and, sure enough, 

I think he showed up in late September, early October. The doctors of course were 

telling him that it probably wasn’t the best idea, but he’d been told that all he had 

to do was pass the physical training test and he could go. So he worked until he 

could pass the test, running enough on that leg. He came back to Iraq, with already 

having been awarded the Bronze Star with Valor and having three bullets in him. 

He returned to his job as squad leader. 

JM: Which platoon was he in?

DW: He was in 3d Platoon also. It was Lieutenant Joaquin Meno’s platoon 

and Sergeant First Class Cantrell was the platoon sergeant. Staff Sergeant Fitts 

was another one of those mid-level guys who had been with us in Kosovo, who 

had come back and trained with us in Germany. I don’t think you could ask for a 

better example than a guy who’s been shot three times, still has a signifi cant limp 

and probably didn’t have any business being where he was. But he was bound and 

determined to be there. I don’t think anyone wanted to tell him no because that’s 

what he wanted to do, that’s where he thought he needed to be. But there he was on 

the streets of Fallujah leading the squad again and doing an outstanding job.

JM: After the battle was over, how much longer did you command Alpha 

Company?

DW: I commanded until July 2005. There was a debate as to whether I was 

going to take over HHC in December when we got back up to FOB Normandy or 

whether I would continue to command through the deployment and go ahead and 

redeploy with them. I’m thankful they went ahead and decided to leave me in. I 

think they thought the company had been through enough transition and everything. They didn’t want to throw anything else at them at that time, so they let me 

go ahead and stay in that position.

JM: Are there any other major takeaways or lessons learned that you have from 

this fi ght, anything you think has contributed to your professional development?

DW: I defi nitely think that the mounted and dismounted integration was key to 

saving a lot of lives there. I was a light infantryman through the early part of my 

time in the Army and I love the light infantry. There are a lot of guys I run into all 

the time here at the Joint Readiness Training Center (JRTC), guys who had always 

been light and for whatever reason don’t want to go mechanized. But I defi nitely 

learned a lesson there, that there’s a time and a place for mechanized infantry – and 

if there is, that was it for sure. The integration of those assets saved a lot of lives. 

You don’t get a lot over there in the current environment. You’re not fi ghting that 

large high-intensity confl ict battle like, during the Cold War years, we spent so 

much time training for – and even into the 1990s. One thing I also took away about 

high-intensity confl icts was that the way we had trained all those years works. The 
261 

integration of your close air support (CAS), your indirect fi res, your fi eld artillery 

guys: the way we train works in that high-intensity confl ict. There’s no doubt that 

it worked. I think the training piece of it, understanding the importance of having 

trained squads and platoons – if you have well-trained squads and platoons, maybe 

this is blatantly obvious, but if you have that then you’re going to have a good 

company. Having those core guys, those E4 through E6 level soldiers we had in 

Kosovo who carried on in Germany and then onto Iraq – having that well-trained 

core in the company just paid huge dividends at the squad and platoon level. Those 

guys were very strong. All you had to do was give them task and purpose and they 

were going to accomplish it. Coupled with that is one of the things we focused on 

during predeployment, which was our medical evacuation (MEDEVAC), getting 

soldiers from the point of injury back to level-one care. We beat that into their 

heads, did it over and over again during training, and I think that paid dividends 

too. Those are things I’ll take away from that particular battle. Whatever infl uence 

I have on units in the future and positions I have, if I can replicate that, I will defi -

nitely try and do so.

JM: What’s your position currently at JRTC?

DW: I’m an observer/controller (OC).

JM: Well, I’ll tell you, sir, this has been extremely interesting. Is there anything 

else we didn’t discuss about this operation that you’d like to get on the record, 

other points you’d like to make?

DW: The only thing I feel bad about is when you asked about guys I think need 

to be recognized – it’s a very long list. First Sergeant Smith is obviously one of 

those guys, and I think you’ve talked to him.

JM: We have.

DW: I’m forever indebted to him for the way he handled that situation, the role 

he played in getting me back in there, and the confi dence he had in me and the two 

of us as a team. There are just so many guys from the private on up, and I could 

probably submit a list of every single guy who was there almost. I think what I’m 

most proud of with that company was the fact that not one guy shied away from his 

responsibilities. They stood up when they needed to and what they accomplished 

down there, I don’t think is anything the Army has seen in a long time. I’m just 

grateful to those guys. I maintain contact with a lot of them and try to make sure 

they’re doing well, even those who are outside the Army. While I was on leave last 

week, I was able to see Specialist Joey Seyford, now Mr. Seyford. He was with 

Sean when he was shot and was actually shot through the shoulder at the same time 

Sean was killed. I was able to see him just last week up in Ohio. I guess I’d like to 

go on record as saying it was a phenomenal effort by those guys from the private 

level on up. Everyone really did their job and I was just proud to be a part of that. 
262

There are others too. Command Sergeant Major Darrin Bohn did a tremendous job. 

He was hurting as much as everyone else, because obviously he knew Command 

Sergeant Major Steve Faulkenburg and had also been a good friend of Sean Sims. 

But he was able to maintain his composure and keep us all focused. He was always 

out with the soldiers, setting the example and also providing advice and always 

willing to assist in any way he could. When he showed up to go on a mission, he 

was never a distraction, always a great help. I really appreciated what he did for 

the battalion, the company and for me personally in that incredibly diffi cult situation. Finally, there’s Sean Sims. Sean had been like a brother to me for the previous 

three years and his death was the hardest thing I’ve ever had to deal with. He was 

an incredible soldier and even better person, and I don’t think you can overestimate 

the impact Sean had during the fi rst diffi cult days of that mission. He was always 

the battalion main effort, from conducting the initial breach onward. He did an 

incredible job and I think there are a lot of other people who are still alive today 

because of the way he led that fi ght. He gave his life fi ghting for something he 

believed in: trying to make the world a better place. He is truly a hero.

JM: Thank you very much for your time.
263 

Captain Chris Brooke 

1 May 2006

MM: My name is Matt Matthews (MM) and I’m with the Combat Studies 

Institute at Fort Leavenworth, Kansas. Today is 1 May 2006 and I’m interviewing 

Captain Chris Brooke (CB) who was the commander of Charlie Company, 2d Battalion, 7th Cavalry Regiment (2-7 CAV) – or Task Force 2-7 – during Operation 

Phantom Fury. Let’s begin with you telling me where you were born, where you 

went to school, how you got commissioned and various assignments you had up 

until Operation Phantom Fury.

CB: I was born in San Antonio, Texas, and I went to Texas A&M University. 

It was during my freshman year there that a senior by the name of Sean Sims introduced me to the idea of seeking a commission as an offi cer in the U.S. Army. 

By the end of that year I knew I wanted to earn a commission and that I wanted to 

become an infantryman, and I haven’t looked back since. My fi rst assignment after 

the Offi cer Basic Course, the Mortar Leaders Course and Ranger School was 1st 

Battalion, 14th Infantry Regiment, 25th Infantry Division (Light) at Schofi eld Barracks, Hawaii. While assigned to 1-14 Infantry, I served as a rifl e platoon leader, 

a mortar platoon leader, and the Headquarters and Headquarters Company (HHC) 

executive offi cer (XO). Following my time in the 25th Infantry Division, I attended the standard package of professional schools including the Captains Career 

Course, Combined Arms Staff Service School (CAS3), and the Bradley Leaders 

Course. Upon completion of these schools, I was assigned directly to 2-7 CAV, 

3d Brigade, 1st Cavalry Division, and took over as the assistant operations offi cer 

(AS3) for plans. I occupied this billet for just over two years until I received the 

opportunity to command Charlie Company in October of 2004, a month before we 

repositioned to Fallujah. I stayed with 2-7 CAV until we redeployed to Fort Hood 

and began reorganization and modularization. 

MM: Could you talk me through what happened with your unit up to their arrival in Iraq and the planning and preparation that went into that?

CB: Well, once we received fi nal confi rmation that we were not participating during OIF I, we began to prepare to deploy in what we anticipated would be 

the spring 2004 timeframe. To the best of our ability, we followed a progressive 

training glide path, focusing initially on individual tasks and progressing through 

crew and small-unit collective tasks to our culminating mission readiness exercise 

(MRE) at Fort Polk, Louisiana, in November 2003. This was our big-ticket item 

in preparing for deployment, and the entire brigade deployed there. From my perspective, the cadre down at the Joint Readiness Training Center (JRTC) put on an 

absolutely fantastic training event for us, considering they had to anticipate an op-
264

erating environment that was literally changing every day. To illustrate the point, 

during the rotation there was an incident in theater that involved some kind of 

grand theft of a large amount of money while in transit. A few days later, a similar 

scenario was incorporated into our training rotation. My hat is off to those guys for 

doing their best to make our training as applicable as possible. I think they did a 

hell of a job. A common after-action review (AAR) comment was that the rotation 

didn’t simulate the day-to-day patrolling we would have to execute in theater, but I 

don’t know if that’s a fair comment to make considering they only had one month 

in which to cram as many tasks as possible. Also, at the time of our JRTC rotation I 

don’t think anyone could have foreseen the likelihood of the high-intensity combat 

that 2-7 CAV experienced in both Najaf and Fallujah. As a result, most of our training focus was on dealing with the neighborhood advisory councils (NACs), the 

sheik councils, and sewage, water, electricity and transportation assessments – all 

oriented at the low-intensity end of the spectrum. Through all this, we incorporated 

convoy security and basic cordon and search procedures. Additionally, we began 

receiving limited training on improvised explosive devices (IEDs). You’ve got to 

remember that, at that time, IEDs were just starting to emerge as an insurgent tactic. We were learning a lot through the blood of some brave 4th Infantry Division 

(ID) and 1st Armored Division (AD) soldiers, but at this time we hadn’t identifi ed 

the IED as becoming the preeminent tool of the insurgents during OIF II.

MM: Did you guys do any training on heavy mechanized tanks or Bradleys 

fi ghting in the city?

CB: Not really. Nothing like what we did in Fallujah or in Najaf the August 

before we went into Fallujah. Of course, we conducted gunnery at Fort Hood and, 

again, conducted an abbreviated gunnery as part of our reception, staging, onward-movement and integration (RSOI) in Kuwait. When we were in JRTC, however, our focus was defi nitely on the low-intensity end of the spectrum. Based on 

the current operating environment at the time of our preparation, we anticipated 

executing a stability and support mission, with limited engagements with armed 

insurgents. Of course, our elements were mounted on Bradleys and tanks, but we 

did not use them in a high-intensity urban assault. In fact, at one point there was 

a debate regarding whether our tank company would bring tanks or not. With that 

said, the companies did make contact and have a few fi ghts during our JRTC rotation, but no deliberate attacks at the task force level. Even though our training 

was focused on low-intensity operations, it did contribute, however, to providing 

commanders with fundamental training on the basics of maneuvering platoons and 

sections through built-up areas. However, as the commanders were receiving training on maneuvering their vehicles through urban areas – a fundamental task that’s 

important in both low- and high-intensity situations – the battalion staff received 

no training whatsoever in planning and executing the high-intensity urban fi ght. 
265 

The key components to our success at the task force level – coordinating air support, clearing fi res, etc. – were not trained at all or were trained very superfi cially 

during our MRE. I can’t stress enough, however, that I don’t think this is a failure 

of the cadre at the JRTC. They’ve got the tough mission of supporting units and 

training them on as many applicable tasks as possible in a very short time. At the 

time of our training rotation, I don’t think anyone would have guessed that almost 

exactly one year later, we’d be participating in our second high-intensity deliberate 

attack of an urban area, working for a Marine higher headquarters.

MM: Could you describe your company at this time? What was the task organization in your particular company?

CB: I took command from Captain Jason Toepfer in October of 2004. Jason 

was a great offi cer who left a great company. The company was identifi ed to be 

detached to a National Guard battalion early in the preparations for deployment 

to Iraq. As such, Charlie Company conducted everything from its gunnery to its 

MRE at the JRTC on a separate and distinct timeline from the rest of 2-7 CAV. 

The company deployed pure in April of ’04 and executed its RSOI with the rest of 

2-7 CAV. Task organization became effective before we left Kuwait, however, so 

though the company’s Bradleys moved to Taji with the rest of the task force, they 

repositioned to Baghdad almost immediately after their arrival. The company actually had a pretty interesting history for those fi rst few months. Task Force 2-7 CAV 

retained 1st Platoon at Camp Taji, while 2d Platoon was attached to 2-162 Infantry 

from the Oregon National Guard, and 3d Platoon was attached to 1-151 Infantry 

from the Arkansas National Guard. Within both of those light infantry battalions, 

Charlie Company’s detached platoons were further broken down among different 

companies. Having three platoons in three separate battalions spread across three 

separate forward operating bases (FOBs) in Baghdad created a very diffi cult situation for the company and platoon leadership to work through. In the end, it stands 

as but one more testament to the remarkable skill and professionalism of Jason, 

his XO Captain Sheldon Morris, and above all the company fi rst sergeant, Larry 

Hudnall – probably the single best NCO I’ve ever been honored to work with. 

When Lieutenant Colonel James Rainey came aboard, we successfully got the entire company under Task Force 2-7 control around the October timeframe when I 

was taking command, and then we remained under Task Force 2-7 for the duration 

of my command in Iraq.

MM: Can you talk me through arriving in country in April and basically anything that stands out between then and November 2004? What your company was 

doing and what was going on during that timeframe.

CB: When we arrived in Kuwait, our immediate focus was RSOI. Part of the 

RSOI package involved small arms qualifi cation, abbreviated tank and Bradley 
266

gunnery, and a convoy live-fi re exercise. Additionally, we received a few classes 

on current IED tactics, which by this time had become the primary tool used to 

infl ict casualties on our forces. Much like at the JRTC, I believe that the cadre 

in Camp Udairi did the best they could considering the available time they had. 

Again, it’s important to remember that when we arrived in Kuwait in March 2003, 

all major indicators pointed to heavy emphasis on stability and support operations 

(SASO). As a matter of fact, I distinctly remember crossing the line of departure 

(LD) into Iraq around 5 April 2004. We left Camp Udairi anticipating low-intensity 

operations. As we closed on Convoy Support Center (CSC) Navistar, we received 

reports during the nightly intelligence update that a Marine garrison, I believe in 

Najaf, had sustained a sizable attack. At the time it seemed almost implausible, and 

was interpreted by many as a false report. By the time we left CSC Navistar the 

next morning, it was evident that the report from the night prior was indeed correct: 

the current operating environment had changed literally overnight. As we closed 

on Camp Taji, we arrived in an environment that we had not anticipated when we 

were in Kuwait just a few days before, or during the vast majority of our train-up 

for that matter. The task force sustained its fi rst casualty on our fi rst morning in 

Iraq from indirect fi re, and our second a few days later from a coordinated ambush. 

For whatever reason, no other unit was outside the wire in our area of operations 

(AO) besides the aviators, so we basically put our right-seat/left-seat rides on hold, 

set up our tactical operations center (TOC), and set about the business of gaining 

control of our AO. From those fi rst few days that our task force assumed control 

of our AO, we worked closely with our aviators and began to foster a bond that 

became increasingly tight as the deployment went on. There are too many to list 

by name, but the aviators of 1-227, 2-227, and 1-25 are some of the most skilled 

and courageous warriors I’ve met. Aside from our daily operations in the Taji area, 

I would say that the key event leading up to our participation in Phantom Fury was 

our fi ght in Najaf in August of 2004. Operating as the corps operational reserve, we 

received notifi cation that we would reposition to Najaf at approximately 1030 in 

the morning. Our advanced party deployed that night, followed quickly by the rest 

of the task force. As the task force planner at the time, I remember being absolutely 

amazed at the speed and effi ciency that our companies transitioned out of their 

sectors, prepared for movement and repositioned halfway across theater. There 

are so many moving pieces to a mechanized task force, particularly considering its 

maintenance package, that are absolutely essential to its mission accomplishment. 

To this day, I still don’t know how Captain Jacob Brown, our forward support company (FSC) commander, managed to pack up his entire company, while continuing 

to conduct maintenance on the battalion’s vehicle fl eet, in one day. It was a great 

example of how great non-commissioned offi cers (NCOs) and junior leaders truly 

can make incredible things happen.
267 

MM: Can you talk me through what happened when you fi rst found out that 

Task Force 2-7 might have to go help the Marines again in the Fallujah operation, 

and also what happened the fi rst time you linked up with the Marines?

CB: In August of 2004, upon completion of our offensive action in Najaf, the 

task force waited in Camp Duke for orders to return to our battlespace in Taji. During that time, rumors started to whisper regarding the task force repositioning to 

Fallujah, rather than Taji. Ever since the Marines had been pushed out of the city 

the previous April, it seemed that almost all the really bad things that were happening in our AO and in Baghdad somehow originated in Fallujah. Weapons and 

munitions were connected to Fallujah. Insurgent money and leadership was connected to Fallujah. Vehicle-borne IEDs (VBIEDs) were originating in Fallujah. We 

had a battalion of fi ghters who had just proven themselves in tough combat, and 

they were chomping at the bit to continue high-intensity operations, especially if it 

would have a signifi cant impact across the theater. When we fi nished our actions in 

Najaf, the task force was on a high. We had successfully executed one of the most 

high-intensity assaults of OIF II to date, with devastating lethality. Our soldiers 

fought with incredible tenacity during an intense urban battle, with temperatures 

in excess of 135 degrees! When it was all fi nished, there was a bond of trust that 

spanned all the way from the battalion leadership down to the individual soldier, 

and from the individual soldier all the way back up. The offi cers and soldiers alike 

would follow Lieutenant Colonel Rainey anywhere. Most important of all, the soldiers trusted each other. Accounts of valor became almost commonplace across the 

battalion. Whether it was Sergeant Tetulli from Alpha Company physically mauling an insurgent with his bare hands as the insurgent tried to use a hand-grenade 

against his team, or Sergeant Sue from Charlie Company who positioned his own 

Bradley in between intense rocket-propelled grenade (RPG) fi re and a disabled 

Bradley in his platoon to enable vehicle recovery, the soldiers of TF 2-7 knew 

they could count on each other when the chips were down. Another signifi cant 

aspect of our time in Najaf was that it was the fi rst time many of our soldiers and 

leaders witnessed the full impact that a mechanized task force could have in an 

urban fi ght when given robust rules of engagement (ROE). With all this in mind, 

when we began hearing rumors regarding sending the task force to Fallujah, we 

were ready. At this point, however, it turned out to be really just a lot of talk. We 

returned to our sector in Taji and resumed operations there. Captain Toepfer and I 

conducted our change of command in early October, and shortly thereafter the task 

force regained control of Charlie company’s 2d and 3d Platoons, led by Lieutenant 

Anderson and Lieutenant St. Laurent, respectively. During the month of October, 

we also replaced both platoon leaders from 2d and 3d platoons, entrusting Lieutenant Ben Polanco and Lieutenant ReBrook with the signifi cant responsibility of 

leading men in combat. We began receiving serious talk about repositioning the 
268

task force to Fallujah around mid-October. At the time, my company was serving 

under Task Force 3-8 CAV in the International Zone, in response to two suicide 

bombers that had infi ltrated into the bazaar a week prior. During our two weeks in 

the International Zone we maintained contact with our battalion headquarters up at 

Camp Taji; and when we received orders to return to the task force in preparation 

for movement to Fallujah, we picked up and got ready to go. The company began 

movement from the International Zone to Camp Taji on 1 November 2004. Upon 

arrival at Camp Taji, all soldiers and leaders worked around the clock preparing 

their vehicles for combat and conducting pre-combat checks and inspections. Despite being three days behind the rest of the task force in preparation timelines, the 

company was ready for movement with the task force on schedule on 2 November. 

For some reason, the task force SP date and time were delayed 24 hours. The company utilized the additional time to make fi nal adjustments to vehicle load plans, 

and conduct military operations on urban terrain (MOUT) rehearsals in a group 

of abandoned buildings located on the north side of Camp Taji. This dedication 

of all leaders within the company to utilize the time available for preparation and 

rehearsals proved critical in the days ahead. Through the hard work of our great 

junior NCOs, led by fantastic platoon sergeants like Sergeants First Class Parham, 

Spann and Taylor, we were ready to roll ahead of time; a phenomenal job by all of 

our junior leaders. 

MM: When you did roll out, did you drive your Bradleys down to Camp Fallujah?

CB: Yes, we did.

MM: Was that in several different serials or just one large serial?

CB: We moved in four separate serials. Charlie Company departed Camp 

Cooke at 0445 on 2 November as the fourth serial in a four-serial movement along 

Route Senators to Route Force to Route Huskies to Camp Fallujah. Movement to 

Camp Fallujah was stalled for approximately one hour as the company was on the 

elevated portion of Route Force, due to a maintenance issue in one of the leading 

serials. Once movement began again, our convoy speed was kept at a slower than 

planned pace, in an effort to maintain space between serials 4 and 3. Movement 

to Camp Fallujah was otherwise uneventful, with the exception of one non-casualty producing IED that detonated on a 3d platoon Bradley infl icting no damage 

to personnel or equipment. We closed on Camp Fallujah early in the afternoon, 

conducted post-operations preventative maintenance checks and services (PMCS), 

and began preparation for combat tasks.

MM: What happened when you rolled into Camp Fallujah? Did the Marines 

have things set up for you?
269 

CB: As far as the big pieces that really mattered – from my point of view as a 

company commander – they did a fi ne job receiving us, considering the large package of vehicles, personnel and equipment we brought with us. We rolled into Camp 

Fallujah and immediately received fuel and directions to the area that had been 

designated for us to park and conduct maintenance on our Bradleys, which was my 

fi rst priority of work following the road march. I didn’t do very much coordination 

directly with the Marines at that point, because I was going through the battalion, 

but the one thing that does stick out in my head is that there were no tents for my 

company. It wasn’t a huge deal and we managed to make do; other than that it was 

fi ne. I remember a lot of other units passing through. It was an exciting time, like 

the calm before the storm where you could tell there were a lot of people coming from a lot of different areas and they were just fi xing to put the hurt on some 

people. Morale was high.

MM: Did you guys have any rock drills with the Marines or any sort of planning with them prior to going into Fallujah?

CB: With the exception of the direct planning I conducted with the Iraqi Army 

leaders and their Marine advisors, the majority of the planning and coordinating 

with our Marine higher headquarters was conducted by the task force staff. The 

company commanders attended the regimental rock drill, and I remember seeing 

one slide that displayed fi xed-wing air assets stacked upon each other for what 

seemed like miles; it was very impressive. The most useful rehearsals and coordination exercises were conducted at the task force level. The task force conducted 

several internal rehearsals, and I of course executed numerous internal rehearsals 

within my company. That’s one thing that’s etched in my mind about our time in 

Camp Fallujah before the attack. So much energy at all levels: the individual level, 

the organizational level, both the leaders and the soldiers. In those fi nal days before 

crossing the LD, we maintained our equipment and we rehearsed. That’s how you 

ease nerves. You make sure every single piece of equipment that’s coming through 

the breach works like it’s supposed to. Then you check it again. You rehearse everything. You rehearse your actions as an organization, and in your quiet time you 

rehearse your own actions in different situations. Those two actions, along with 

prayer, are the most important ways my soldiers occupied their time in Camp Fallujah. 

MM: Can you talk me through the pull out for Fallujah and getting set to LD 

once the breach is blown on 8 November?

CB: The task and purpose for Charlie 2-7 – Comanche Company – changed 

several times during preparations at Camp Fallujah. Our fi nal mission was to secure Route Henry to facilitate the freedom of maneuver of the task force/regimental combat team (RCT); on orders, follow and assume the TF main effort. 
270

Our specifi ed tasks included maintaining appropriate combat power – specifi cally 

ammunition, for which the task force had a fi nite amount of 25 millimeter high explosive (HE) with which to conduct resupply – to follow and assume either Cougar 

(Charlie 3-8) and/or Apache (Alpha 2-7), or to secure casualty evacuation (CASEVAC) efforts in a potentially isolated urban environment. Our initial plan involved 

passing through the breach, assaulting east on Phase Line April, and then attacking south on Phase Line Henry with an intermediate limit of advance of Phase 

Line Cathy followed by Phase Line Fran. After several delays, the TF crossed 

the LD through the breach. As Cougar and Apache traveled east on Phase Line 

April, Comanche held at the release point near the farmhouse approximately 500 

meters from the breach site. On order, we initiated movement to the breach. During our rehearsals and planning sessions, I had envisioned the task force exploding 

through the breach one company after the other. What we ended up experiencing, 

however, was in fact a very slow process, executed a few hundred meters at a time. 

Once we closed on the breach sight, one of the reasons for our delays became 

very clear. During our fi nal approach to the breach site, we witnessed a scene that 

can only be described as absolute chaos. A sea of Humvees from the Marines had 

formed, apparently in preparation for passage through the breach, and every one 

of them had a chem light on their antenna. This amplifi ed our challenges in passing through the breach – a task already made diffi cult by the fact that the marking 

system for the breach relied on chem lights, which were invisible to the thermal 

sights in our Bradleys. The addition of this unidentifi ed wheeled unit, positioned 

incorrectly in the order of movement and now parked outside of the breach sight 

with chem lights on their antennas, created an obstacle that would be unpassable 

without dismounting ground guides. Therefore, I decided to dismount my lead 

platoon leader, Lieutenant William Lewis, to ground guide our column through the 

maze of wheeled vehicles. Once through the breach, Comanche traveled east on 

Phase Line April as planned. Rather than continuing south on Phase Line Henry, 

however, our limit of advance remained the intersection of Phase Line April and 

Phase Line Henry. The company established a series of attack by fi re positions 

oriented north to south from Phase Line Henry to Phase Line Jacob. 

MM: So now you’re in position and you’re waiting until you can take off down 

Route Henry. Could you talk me through when you actually start moving into the 

city down Henry?

CB: As dawn broke, we began movement down Phase Line Henry to Phase 

Line Kathy. Initially, the company established a series of section-sized attack by 

fi re positions oriented east and west along Phase Line Henry, with a limit of advance (LOA) of Phase Line Donna. To increase our understanding of the terrain 

and the enemy, we began to conduct section-sized movements to contact from west 

to east between Phase Line Henry and Phase Line George. This is when we began 
271 

to make contact. The company’s fi rst contact was initiated by 3d Platoon’s Alpha 

Section, led by Sergeant Loukus, in the vicinity of the 213 block between Henry 

and George. The three-vehicle element, consisting of Alpha Section, 3d Platoon, 

and my command Bradley engaged and destroyed an entrenched enemy in what 

appeared to be a fortifi ed schoolhouse, with 25 millimeter HE. It soon became apparent that in the battlespace between Phase Line Henry and Phase Line George, 

we could expect to encounter signifi cant contact with the enemy. The company 

secured two platoon strongpoints at approximately noon on the fi rst day of the 

battle. 1st Platoon seized a building on the northwestern corner of the intersection 

of Cathy and Henry. 3d Platoon seized a building on the eastern side of Henry 

halfway between Cathy and Donna. From these strongpoints, both platoons began 

to conduct section-sized movements to contact in the battlespace separating Phase 

Line Henry and Phase Line George. A coordinated fi re line (CFL) was drawn eastwest along Phase Line Beth, and the restricted fi re line (RFL) along Phase Line 

George remained intact. The Phase Line Beth CFL was soon adjusted south to 

Phase Line Cathy. We experienced heavy contact in the alleys separating Henry 

and George throughout the fi rst day, and engaged enemy elements both fi ghting 

from within fortifi ed buildings and repositioning through the alleyways. Additionally, we engaged and destroyed all personal vehicles to reduce the VBIED threat to 

friendly elements, and called for indirect fi re on any buildings that appeared to be 

fortifi ed. When the enemy initiated contact, he initiated with RPG and automatic 

rifl e fi re. They predominately initiated contact with sequential salvos of RPGs, as 

opposed to coordinated ambushes tied into planned obstacles. I’d like to think that 

this was because we attacked in a direction and manner that he didn’t expect. At 

the time, I remember thinking it was an indicator that our actions were forcing contact with the enemy on our terms as opposed to his. It’s my impression that once 

he identifi ed our main avenue of attack as Phase Line Henry, he attempted to reposition in that direction. Through the actions of the great soldiers of the company, 

fi ghting in sections and led by NCOs like Staff Sergeant Young, Sergeant Loukus 

and Staff Sergeant Lewis, we broke any plans they may have had to reposition and 

denied them any access to Phase Line Henry from east to west. Absolutely no contact was made by any friendly element along Comanche’s portion of Phase Line 

Henry during movement to and from the task force support area (TFSA). As night 

fell, the company altered its tactic for engaging and destroying insurgent forces 

between Henry and George. Platoons were ordered to continue to conduct movements to contact, but instead of attempting to maneuver on the insurgent positions, 

they were to fi x the enemy with 25 millimeter/coax while the company fi re support 

offi cer (FSO) and enlisted tactical air controller (ETAC) coordinated for indirect 

and fi xed-wing aviation fi res. This technique was used repeatedly throughout the 

night, utilizing 120 millimeter mortar fi res, 155 millimeter artillery fi res and 500-

pound bombs delivered by fi xed-wing aviation. As insurgents engaged Comanche 
272

forces with small arms or RPG fi re, we engaged with the largest sized ordinance 

the FSO could achieve clearance for. This proved to be highly successful. As dawn 

broke on Day 2, we identifi ed the enemy’s most dangerous course of action as 

using the buildings surrounding the two strongpoints to mask his maneuver as he 

conducted an attack or attempted to infi ltrate the buildings with a suicide bomber. 

To mitigate this threat, the company repositioned the command post (CP) to a 

building on the southeast corner of the intersection of Phase Line Henry and Phase 

Line Donna. Both platoons were brought to this new location, to provide additional 

security and to allow the infantry squads to enact a much needed rest plan. The 

company continued to conduct movements to contact throughout the day between 

Phase Line Henry and Phase Line George, with the southern LOA being adjusted 

to Phase Line Elizabeth. In comparison to the previous day, fewer contacts were 

initiated by the enemy and more contacts were by us. Both platoons identifi ed 

more and more insurgents bounding from building to building, and fewer insurgents laying in ambush. Signifi cantly, as the company was repositioning from the 

fi rst CP on the eastern side of Henry mid-way between Phase Line Cathy and 

Phase Line Donna, we witnessed the fi rst group of insurgents surrendering under 

the white fl ag. Moving east to west down an alleyway adjacent to our CP, approximately 12 to 15 military-aged males and one elderly female approached Henry 

waving a white fl ag. Staff Sergeant Gregory Van Horn identifi ed these insurgents 

and fi red several bursts of 7.62 coax as warning shots to halt their advance. Iraqi 

Army soldiers, proceeding down Henry behind Comanche Company, received and 

detained the personnel and then extracted them back to the detention holding facility. This pattern of handling surrendering insurgents would repeat itself often over 

the next few days. The company CP remained at the corner of Henry and Donna 

for approximately 18 hours. That night, the company was called to suppress enemy 

positions that had pinned down Marine forces in the vicinity of the intersection of 

Henry and Fran. The company led with 3d Platoon, who engaged targets to the 

south and southeast until their ready boxes were depleted, and then passed through 

1st Platoon, who engaged targets more discriminately primarily to the southeast. 

As Cougar and Apache pushed the attack down Henry, Comanche remained at 

Readiness Condition 1 (REDCON-1) awaiting orders to assist with CASEVAC or 

to follow and assume either company’s mission.

MM: What was happening at this time over on your left fl ank? Were you in 

contact with the RCT that was coming in through that area?

CB: To our west was Phase Line Henry. We knew the Marines would be coming through there so that was not our sector to go into, but to our east to Phase 

Line George, there was nobody there. At this point, we did not have visual contact 

with any friendly elements east of Phase Line George. With that said, I understood 

Phase Line George as an RFL, and that was clear enough guidance for me to fi ght 
273 

my company. The open battlespace between Phase Line George and Phase Line 

Henry, given my mission to prevent any movement of enemy forces attempting to 

maneuver on the fl ank of either Apache or Cougar, enabled my company a freedom 

of movement that was unique compared to other elements fi ghting along Phase 

Line Henry. This was a sizable portion of terrain, in which I knew with absolute 

certainty what the positions of friendly elements were, since they were all under 

my control and reporting on my net. Led by competent, aggressive leaders like 

Lieutenant Lewis and Sergeants First Class Parham and Spann, they proved lethal 

in this environment. I couldn’t have asked for a better group of soldiers and leaders.

MM: Can you give me an idea of what kind of contact you experienced?

CB: It changed over time. At fi rst, it came from fortifi ed buildings just as we 

had been briefed. We had been told they would fi ght from fortifi ed buildings and 

that there would be fanatics all over the place. There would be suicide bombers 

waiting for infantry squads to come in and then they would blow the building. In 

the beginning of the fi rst day, we witnessed probably the most competent small 

arms and RPG fi re that we’d seen during our time in Iraq: well aimed shots that 

were hitting on Bradleys regularly, luckily to no effect. When we took fi re from 

these buildings, it didn’t even cross our minds to try to clear them. We just destroyed them. In Najaf, we discovered that entire buildings could be set on fi re if 

gunners engaged the fuel blivets that were kept on the roofs, which proved to be 

a very effective and effi cient technique to kill enemy with limited commitment of 

dismounted infantry. The houses in Fallujah did not have these blivets on the roofs 

– perhaps removed during their defensive preparations – however on occasion our 

25 millimeter would ignite the linens inside the building as we engaged enemy. 

Whether we engaged with 25 millimeter, air-delivered ordinance or both, we attempted to fi ght with the full force of the fi repower at our disposal in every engagement. We had that open battlespace, and once we got our CP established, got our 

ETACs to where they could see fi res and our FSO, Lieutenant Passereli, where he 

could talk, we’d call in the biggest amount of ordnance we could fi nd while we 

maintained contact. By the end of the fi rst day and into the next day, we started to 

see the enemy engaging in a way that seemed less consistent and more erratic, consistent with someone trying to reposition. We would catch them in the alleyways, 

they would duck into the buildings and then we’d fi ght them from there; much 

different for our soldiers and crews than being engaged from a fortifi ed position. 

We had them off balance and had complete fi repower overmatch. By the end of the 

fi rst couple days – and I don’t know where they were headed to, if it was Jolan Park 

or further south – but my impression was they were trying to reinforce and they 

weren’t expecting us to be fi ghting the way we were. Maybe they were expecting 
274

us to get into the buildings and clear them, but we didn’t do that. So they were trying to come to us and we were catching them as they were off balance.

MM: What kind of indirect fi re were you guys calling in?

CB: We were calling in whatever we could get. We started with joint direct 

attack munitions (JDAMs) and worked our way down. We had the luxury of being 

able to do that because, between George and Henry, I knew exactly what friendlies 

were there because it was my company – and if it wasn’t in my company, then it 

wasn’t friendly. One of our challenges was getting our snipers or our observers 

into good positions because all the buildings were about the same level. There was 

a mosque at the intersection of Henry and Cathy and we had talked to the leaders 

there, since we had some of the Iraqi Army with us. We coordinated to put our 

ETACs up in the mosque minaret because it was the only place they could see 

from; and the enemy was using this technique pretty effectively on us as well, I 

might add. My ETACs began calling ordinance with great effectiveness. We called 

for 500-pound bombs and 155s, but the 120 millimeter mortar from our battalion 

was defi nitely the most accurate indirect fi re, with an incredible response time. It’s 

just a phenomenal system with its digital grid system and its pinpoint accuracy.

MM: That’s what I’ve heard about the 120. I interviewed Colonel Michael 

Shupp and he said it was unbelievable. The Marines were even calling in missions 

with it.

CB: Absolutely phenomenal. 

MM: Could you tell me about the Air Force and Marines you had with your 

company?

CB: The Air Force gave us two ETACs that worked as a team up in the mosque, 

and they were heroes in my book. There was a very thin stairway to get up to the 

top, and in the event they started taking any serious fi re, it would be very diffi cult 

for them to get down. The best we could do was guard it with a Bradley. In addition to Air Force ETACs, every company had some plug-and-play guys from the 

Marines. We received a demolition team, which consisted of a corporal and two 

Marines. It was great to have them. We didn’t use them to gain entry into buildings 

very often; if there was a building we needed to breach, we blew a hole in it with 

our 25 millimeter or rammed a hole in it with our Bradley. Captain Pete Glass’ 

tanks already conducted all the big breaches up and down Route Henry, so they 

didn’t execute that type of mission for us. We did fi nd several caches of weapons 

as we were clearing rooms along Route Henry, and Marine demo guys were the 

ones we used to blow up those caches. That was pretty much the extent of what the 

Marines demo team did for us – blew caches in place and served as rifl emen. They 

were a great part of the team.
275 

MM: What’s happening with your company as Alpha 2-7 takes Jolan Park and 

Charlie 3-8 is moving down towards Highway 10 or Phase Line Fran?

CB: I don’t remember exactly what accomplishments both Alpha 2-7 and 

Charlie 3-8 had each day. On the morning of Day 3, however, my company reoccupied the stronghold previously held by 1st Platoon at the northwest corner of 

Henry and Cathy. This position held the best fi elds of fi re and observation, and sat 

at the corner of Cathy, a four-lane road. Additionally, Cathy held a more central 

position along our portion of Henry, which by now was becoming a heavily traveled main supply route (MSR). Mid-day of Day 3, Apache Company suffered a 

series of casualties. Comanche responded with a section of vehicles, which could 

sprint down the MSR from the intersection of Henry and Cathy very quickly at this 

point. Following the extraction of Apache’s casualties, Comanche maintained 100 

percent of its combat power facing south on Henry, awaiting orders to follow and 

assume as we had rehearsed. The orders did not come and, after three hours, the 

company returned to conducting movements to contact and securing the strongpoint at Henry-Cathy. Later the next day, we repositioned and they retrograded 

back to Cathy and Henry. Our new responsibility was to secure Henry between 

Donna and Grace, tying in with Cougar’s positions at the intersection of Grace 

and Henry. Once Apache got back on their feet, they picked up our mission on the 

northern portion of Henry. We transferred control of the strongpoint on HenryCathy, and occupied a new position on the west side of Henry between Donna and 

Elizabeth; this would be our fi nal location for the company CP during the Battle 

of Fallujah. From this position, we controlled Henry from Donna to Grace through 

continued movements to contact. Enemy contact during these missions became 

increasingly sporadic, gradually being replaced by increased numbers of individuals surrendering. As friendly elements began their north to south approach through 

west and east of Phase Line Henry, our method of controlling Henry eventually 

transitioned from patrols to section-sized mounted observation posts at the major 

road intersections. The M2A3’s commander’s independent viewer (CIV) enabled 

two Bradleys to actively scan in four directions, day or night, with crews remaining in the closed protected position.

MM: Could you talk me through the rest of the fi ght from 11 through 21 November and what you recall?

CB: After about the sixth day into the fi ght, contact became increasingly sporadic along Phase Line Henry. We weren’t taking as much fi re, and if we did it was 

increasingly less coordinated and deliberate. We executed CASEVAC on several 

occasions, predominately for Marines with injuries infl icted by indirect fi re. At 

times it would happen right before our crew’s eyes. A section would control an 

intersection and mortars would begin falling on a group of Marines getting ready 

to enter a building. We’d grab them in the backs of our Bradleys and run them 
276

back to the train station, which was where the aid station was. It was just the right 

thing to do. This was the guidance I had issued to the company, given the decline in 

signifi cant contact we were experiencing: if you see a Marine element that needed 

CASEVAC, your priority is to get them to the aid station and then get back to the 

fi ght as fast as you can. With each day the contact grew less and less, and a growing sense of frustration could be felt among my soldiers. We could hear Marines 

making contact and wanted to stay in the fi ght. Without knowing exactly which 

Marine elements were in contact and what their locations were, there was simply 

no way to fi re across the RFL to the west of Henry. The Marines were clearing in 

that area west of Phase Line Henry and it seemed like they were clearing the same 

buildings several times. It became increasingly diffi cult to track the location of 

Marines – and we’re talking about dismounted squads – to ensure that our fi re control measures were still relevant. The diffi cult piece for me involved ensuring that 

their positions were disseminated down to the crew and squad level. When you’re 

fi ring 25 millimeter, you can’t just pull the trigger without knowing who’s behind 

the building you’re fi ring at. We didn’t have that kind of situational awareness. 

MM: Do you think it was a factor of the Marines not having Blue Force 

Tracker?

CB: Blue Force Tracker is a great thing to help, but there is no substitute for 

a well planned, coordinated and rehearsed visual marking system. Commanders 

simply must maintain positive control of their elements and communicate complex 

concepts like RFLs and CFLs down to the soldier and crew level, in a language 

that tough American infantrymen, who have got a tremendous amount of adrenaline in their veins and have perhaps never drawn a set of operational graphics, 

can understand. This was my biggest concern. Most of what we were seeing was 

dismounted infantry – clearing buildings moving through alleyways. Even with 

Force XXI Battle Command, Brigade and Below (FBCB2), I still sent reports over 

the task force net and still received reports from my platoons and sections over my 

company net. I had the battalion TOC deconfl icting the movement of Comanche, 

Cougar and Apache, and they did a great job. Communicating with the Marines, 

however, was very diffi cult. West of Phase Line Henry was Marine territory and 

we all knew that. But when you’re talking about the Marines being a few buildings 

away from us and he’s got a rifl e and I’ve got a Bradley with a 25 millimeter chain 

gun – it quickly became apparent that lines drawn on a map and effective crosstalk 

at the battalion level were less important than individual squads and fi re teams 

knowing with absolute certainty that the shadow he just saw down the alley was a 

Marine. And this is just as important: to have confi dence that that Marine knows 

that my guy is a soldier. This is tough enough to do among squads operating on the 

same platoon net or even companies operating on the same battalion net, but here 

we were talking about soldiers and Marines in a very dense urban area along a task 
277 

force boundary. I think you’ve really got to guard against relying on Blue Force 

Tracker or FBCB2 too much, especially at the company level and below. These 

challenges I’m talking about aren’t some newly discovered concept, nor are they 

unique to a joint environment. Our doctrine has stated for a long time that operating along boundaries is a diffi cult task. I can attest to that. It’s up to the squad or 

team leader on the ground to make it happen. 

MM: How did you usually track them? Did you have any means whatsoever 

of talking directly to the Marines or did you have to call your TOC to fi nd out who 

these guys were?

CB: We had a comm sheet that enabled us to talk to the different battalions 

and different companies, which was adequate at fi rst. The problem was fi guring 

out which company somebody was in, especially once 1-3 Marines began detailed 

clearing west of Route Henry. Luckily by this time, the amount of contact we experienced declined considerably, so we were able to enforce a much tighter weapons 

control posture. The most signifi cant challenge regarding direct communication 

with the Marines involved our efforts to coordinate with Marines to get into the 

fi ght. You’ve got a company of battle-hardened fi ghters. They fought extremely 

well against a tough enemy for past few days; they’ve got fi repower and mobility. 

They’re a mech task force and they can do a lot of damage. All they want to do is 

keep fi ghting. They’ve got brothers in the Marine Corps who are phenomenally 

brave but are fi ghting with signifi cantly less fi repower than we can bring with one 

Bradley section. We can help and we want to help, but without effective communication and a visual marking system that’s agreed upon by both the Marine squad 

in the building and my Bradleys, we’re limited in what we can do. Once we had 

killed all our targets and Henry was secure, we just wanted to get back into the 

fi ght and help these guys out. We were either doing CASEVACs for these guys 

– throwing their young Marines in the backs of our Bradleys – or we’re watching 

their CASEVACs going past us on the street. All we want to do is get in there and 

continue killing enemy. 

MM: What about the Iraqi units that were there? Jane Arraf of CNN told me 

that the most dangerous place you could be in Iraq was in front of an Iraqi battalion.

CB: [Laughter] The success of the Iraqi people to fi eld an Army that’s trained 

and equipped is essential to our strategic objectives in that theater of operations. I 

understand the reason for committing them to the fi ght, and the fact that they were 

able to play a role was extremely important for many reasons. But it was diffi cult. 

One of our battalion mantras was “skill plus will equals kill.” The Iraqi Army in 

Fallujah had the will, there’s no doubt about that. Additionally, I believe they had 

been given a task that was within their skill: clearing buildings along Route Henry 
278

simplifi ed their command and control and kept the Iraqi Army elements close to 

my forces if they needed additional support. Looking back, however, I would have 

preferred their introduction into the battle to have happened on Day 2, Day 3 or 

even later, rather than the fi rst morning in Fallujah. There was still a considerable 

amount of fi ghting going on, and the sound of small arms, RPG, and of course 25 

millimeter chain gun was everywhere. It takes a certain level of discipline to fi ght 

within your sectors of fi re, to adhere to established fi re control measures, and to 

maintain awareness of friendly elements fi ghting in close vicinity to your position. 

The United States has the best trained, equipped and led military in the world, and 

I’m convinced we have the best soldiers anywhere. Still, preventing fratricide is 

nonetheless a challenge that takes a considerable amount of energy and thought. 

It doesn’t just happen automatically. It takes an incredible amount of discipline 

and training to fi ght within your sectors of fi re, and I don’t think there’s another 

army in the world that could do it as well as our Army. The Iraqi Army, at the time 

of this fi ght, was still in the process of building that level of discipline. Here’s an 

example: As the battle continued past the fi rst week, an issue started to develop regarding large numbers of dogs ending up in and around our CP area. The battlefi eld 

was not necessarily policed very well during the fi ght, and we had every reason 

to believe that these dogs were carrying disease. Our soldiers could not shoot the 

dogs, however, because the Iraqi Army had established its CP directly across from 

us on Phase Line Henry. To shoot even just one round to kill a dog would result in a 

15-minute fi refi ght between the Iraqis just shooting down the alleyway at shadows 

– and our guys trying not to get hit by ricochets or anything else. The new Iraqi 

Army at the time of the fi ght in Fallujah was still in its infancy in many ways, and 

from what I hear they’re continuing to make huge strides. It was very interesting 

working with the Iraqi Army at that time, but it was diffi cult. Regardless, the fact 

that they participated in the liberation of one of their own cities and assisted in the 

destruction of a group of fanatics that were killing their own countrymen can be 

counted as a huge success.

MM: Is there anything you’d like to impart to a brand new company commander or other offi cers in the Army from your experiences over there?

CB: Fight with the full amount of fi repower at your disposal as is appropriate within the ROE. This nation is blessed with the most courageous, intelligent 

and resourceful servicemen in the world, whether they serve as soldiers, sailors, 

Marines or airmen. When it counts, they will do their job with valor and a competence that’s unmatched by any other fi ghting force in the world. Period. I do not 

believe that fi repower is a substitute for courage. At the same time, it’s our job as 

commanders to think through the challenges of the battle and fi nd intelligent and 

creative ways to bring all of the fi repower at our disposal on the enemy at the appropriate time, so our soldiers don’t have to fall back on that courage for which 
279 

they are so well known. There is no such thing as a fair fi ght. If you fi ght fair, your 

soldiers will pay the price in the end. Sometimes, soldiers need their commanders 

to be smarter tactically than they need them to be brave – especially when operating in a joint environment. Lastly, I think we’ve got to break our mentality of the 

urban fi ght as purely a light infantry endeavor. With our current capabilities as a 

joint force, it’s not. The combination of the direct fi repower of a mechanized task 

force – or even more so of a combined arms battalion – along with the observation 

and ordnance capabilities delivered by our aircraft, have proven to be an unstoppable team in supporting the light infantry squad, on whose shoulders the responsibility of closing with and destroying the enemy within buildings and rooms will 

remain for the foreseeable future.

MM: I’ve got a copy of the 2-7 AAR here and it says under the heading “Maneuver”: “Not a precision strike force; caused signifi cant damage when employed 

in an urban area.” Do you think the Marines underestimated what sort of destructive capabilities you guys had? I was talking to Major Tim Karcher and he said 

something to the effect of, “We did some pretty robust destruction.”

CB: Absolutely. But if you think about it, there’s been very few times that a 

modern mechanized task force has been unleashed in a high-intensity urban fi ght. 

We had great equipment and we had earned experience in the streets of Najaf. 

Most importantly, we had great leadership and phenomenal soldiers. I don’t think 

the enemy knew what we could do to them and how fast we could do it. When 

Pete Glass took his tanks and just rolled over the barricades they had set up, they 

weren’t expecting that. When Ed Twaddell’s company busted through, took the 

Jolan and destroyed everything in their way, they weren’t expecting that either. 

They had fortifi ed their positions, they thought we would fi ght them house-tohouse from the start, and they had decided they would fi ght to the death. Well, they 

did fi ght to the death; it just wasn’t as they had anticipated. I don’t think anybody 

expected us to move that quickly down Henry and execute our objectives. Personally, I believe that if Task Force 2-7 CAV had been given a little more time in the 

city prior to introducing the Marines or Iraqi Army – even just another 12 hours 

– we could have done a lot more damage than we did. Obviously, once you enter 

friendly light infantry, there is a considerable need to assume a more restrictive 

weapons posture, resulting in a decline to a certain degree in the amount of fi repower you’re using. So yes, I defi nitely agree with Major Karcher’s statement. I 

think I heard somebody liken it once to playing tackle football in a hallway. It was 

a pretty interesting time.

MM: Do you have anything else you’d like to add?

CB: Not at this time, thanks for putting this together.

MM: Thank you so much for doing this interview.

281 

Captain Chris Carlson 

20 July 2006

CI: This is Dr. Christopher K. Ives (CI) with the Operational Leadership Experiences Project at the Combat Studies Institute, Fort Leavenworth, Kansas. Today is 20 July 2006 and I’m interviewing Captain Chris Carlson (CC). If at any 

time during our discussion on your experiences in the Global War on Terrorism 

(GWOT) and the November 2004 battle of Fallujah we move towards something 

classifi ed that you don’t feel comfortable discussing, please let me know that that’s 

not something you can discuss and we’ll change the subject and move on. Would 

you state your name and rank and where you’re currently assigned?

CC: My name is Captain Christopher W. Carlson and I’m assigned as a medical planner/operations offi cer for the 2-91 Training Support Brigade (TSB) stationed out of Fort Carson, Colorado, currently on a permanent change of station 

(PCS) to Fort Riley, Kansas.

CI: Where were you assigned and in what capacity during your involvement 

in the battle of Fallujah?

CC: I was the medical platoon leader assigned to Headquarters and Headquarters Company (HHC), Task Force 2-2 Infantry, 3rd Brigade Combat Team (BCT), 

1st Infantry Division (ID).

CI: What were your responsibilities?

CC: My responsibilities were as the overall medical planner for operations, 

personnel administration, patient administration and logistical operations for the 

medical support of the infantry task force.

CI: You were actually part of 2-2?

CC: Yes, I was assigned to 2-2 Infantry.

CI: Were you part of the medical battalion and attached to 2-2 or were you 

literally assigned to them?

CC: I was literally assigned to HHC, 2-2 Infantry.

CI: Where were you when the battalion was alerted to form a task force in support of the Marines in Fallujah?

CC: I was conducting normal operations at Forward Operating Base (FOB) 

Normandy in Iraq in the Diyala Province.

CI: What were your normal FOB operations like in support of the element 

there?
282

CC: Typically my platoon was split up into three sections. I had a section of 

line medics – essentially my line medics were cross attached to infantry and armor 

platoons in all the three line companies that were assigned or attached to my infantry battalion. I had an aid station section which we ran 24-hour operations out of a 

makeshift aid station that we created when we fi rst arrived in March 2004. I also 

had an evacuation section which I owned but I would regularly cross attach to my 

infantry and armor companies. It was basically mission dependent in support of 

operations out in sector.

CI: Were your evac guys under armor?

CC: They were. Typically they would go out in M-113s and it was really essentially mission dependent. If we were doing military operations in urban terrain 

(MOUT) when contact was either projected or imminent, they would go in 113s. 

If we were doing logistics package (LOGPAC) or combat patrol type operations 

or operations that required swift movement, we would utilize 997s which have a 

Kevlar outer shell in the patient compartment and the operator compartment had 

add-on armor. I guess that armor was only good up to 7.62 millimeter but we were 

pretty lucky and didn’t take any casualties in any of our ambulances that would 

go out. On several missions we utilized both 113s and 997s. We would utilize 113 

support right there at the point of action and then we’d utilize 997s for basically 

evacuation from point of injury or point of patient evacuation up to either our aid 

station or further up to higher echelons of medical care.

CI: Did a lot of battalions have surgeons?

CC: We actually have what’s called the Professional Offi cer Filler Information System (PROFIS) so we had a surgeon with us, Major (Dr.) Lisa DeWitt, who 

was an emergency medical physician from Florida, a National Guard unit there. 

But as far as the modifi ed table of organization and equipment (MTOE), we’re not 

assigned one when we’re not technically at war. Usually we’re given a physician 

assistant (PA) as our MTOE interim physician.

CI: How does PROFIS work?

CC: Throughout the hospitals in the Army community, doctors, nurses, medics, medical service corps offi cers – all medical professionals – are open to being 

required to fi ll a PROFIS position depending on what type of unit they’re assigned 

to. So if a unit such as an infantry battalion doesn’t typically have a doctor assigned to it and it goes to war, they will be assigned one of these PROFIS fi llers. 

Medical personnel will be pulled out of the hospital somewhere and then they’ll 

be attached to the combat unit that goes to war. Essentially there’s an MTOE PA 

who’s always with an infantry, armor, artillery or engineer battalion who’s always 

training, always with that unit and always in charge of covering over the medics as 
283 

far as utilizing the [inaudible] for the medics to work under you. It’s a special case 

when there’s an actual doctor that’s given to a battalion.

CI: At what point were you brought into the planning and military decisionmaking process (MDMP) of the battalion’s deployment in support of the Marines?

CC: I think it was fairly early into the MDMP process. I don’t remember the 

specifi c date we were brought in but – 

CI: It was at FOB Normandy?

CC: It was. It was still pre-command decision and was actually still before 

there was a decision brief even given to Lieutenant Colonel Pete Newell, our battalion commander. We were actually players in the logistics planning piece and the 

actual mission analysis piece.

CI: What sort of things in the course of action development suggested themselves to you as medical support issues?

CC: There were defi nitely different aspects to it. First we discussed things with 

the battalion operations offi cer (S3), executive offi cer (XO) and HHC commander 

such as what routes of supply would be used and what main supply routes (MSRs) 

and alternate supply routes (ASRs) were being planned on being used before, during and after combat operations. That was the number one thing: you need to make 

sure your supply routes are open so we could get our Class VIII medical supplies 

to and from where we were receiving patient casualties. On top of that, it’s basically location of where you plan on putting your logistics area, your supply area, 

as well as where the battalion aid station and your evac routes were being placed 

on the battlefi eld. Those are the main areas you fi rst look at in the mission analysis 

piece.

CI: You were not only providing advice to the S3 during the course of action 

development, but you were also turning around and telling your PA and your noncommissioned offi cer in charge (NCOIC) what you were looking at so they could 

start their troop leadership procedures (TLPs).

CC: Right. I had a pretty proactive PA. A lot of providers sit back and let 

their medical service corps offi cer basically do everything, and then other PAs 

are a little more proactive, more assertive about the types of support they want to 

provide. So the PA, the doctor and I actually made up a pretty good team as far 

as our outlook and what our vision and concept of support was medical wise that 

we wanted to and felt we should provide the battalion. So when we fi rst found out 

about the mission, between the three of us, we talked about how we would like see 

our support given to the battalion, and then we were able to come to a consensus 

and approach the battalion on our preferred courses of action. We let them know 
284

the parameters we needed as a medical platoon in order to provide that proper support we wanted to give.

CI: How long had your surgeon – since she was an augmentee – been with the 

battalion at this point? The battalion had been in country more than six months at 

this point.

CC: When we fi rst deployed to Iraq, we had an interim doctor given to us who 

was basically sub-par, so we were able to change out him for her. I believe it was 

early April – sometime around 1 April 2004 – that we were actually able to get her 

from the forward support battalion (FSB) that was supporting us and get her down 

to the infantry battalion. Then it took us forever to get attachment orders for her, so 

offi cially I don’t think she was attached to us until sometime in May or early June, 

but she had been with us since early April.

CI: So she really had an opportunity to see how the battalion was organized, 

get to know the personalities, and pick up some of the soldier things that aren’t 

normally part of a doctor’s professional knowledge.

CC: Right, and she was really good about that. One of her biggest priorities 

was to really get to know the soldiers, the leaders and also – being a female in a 

typically all male infantry unit – she kind of took on a motherly role as well, not 

only for the soldiers, the company commanders and junior leaders, but also for the 

battalion leadership as well. That being one of her largest priorities, she really had 

a personal conviction to give the best medical support she could possibly give.

CI: So you had a great opportunity to get together as a team well before this 

operation came along.

CC: Oh yeah. As a matter of fact, at the end of the spring timeframe when the 

uprisings were going on around Ba’qubah and An Najaf with Moqtada al-Sadr 

and in Sadr City, we actually deployed as a forward task force for the fi rst time 

to cordon off the city of Najaf. That was really our fi rst chance to work together. 

In the beginning stages, it was a very similar mission to the Fallujah mission as 

far as splitting our battalion, our companies and our platoons and preparing. That 

mission actually gave us a lot of lessons learned and prepared us mentally for the 

mission we did in Fallujah. So we actually did it once before Fallujah.

CI: You mentioned lessons learned. Within the medical section – was this part 

of the anthropology of the medical section or was this part of how the battalion 

learned, or both?

CC: Speaking specifi cally towards our predeployment before Fallujah?

CI: Right. You mentioned you guys learned a lot during An Najaf.
285 

CC: Oh defi nitely, for actually both. Your leadership at the battalion level is 

going to learn a lot more about what your company capabilities are when you spilt 

a whole battalion up. You have to maintain 24-hour operations in the sector you 

own, but now you have to move half your task force through a totally new sector, 

go 400 kilometers away, and then continue 24-hour operations at the new sector. 

So there were a lot of lessons learned around the entire battalion; but specifi cally 

for us we identifi ed a lot of lessons learned such as: instead of bringing one fi ve-ton 

forward with Class VIII supplies, we need to bring two fi ve-tons and shove all our 

other medical vehicles we take along with as much Class VIII as possible because 

we’re not guaranteed proper Class VIII support. You have to take that into account, 

as well as how your movement serials interact. How many vehicles do you put in 

each serial? How many soldiers should I take along as a medical platoon leader? 

Obviously I’ll still have one medic per platoon as line medics, but do I need four 

ambulances, do I only need to take two or do I need more? Same thing with the 

providers. Do I need to take our PA and our physician along or can we do it with 

only one of them? So there were a lot of actions like that that we were able to explore and develop strong opinions on what we wanted to do in future operations.

CI: How did the deployment go during the fi rst phase of the operation from 

FOB Normandy to Camp Fallujah? Were there any issues on the convoy down 

there?

CC: I can’t really speak specifi cally a lot about that because about 10 days before they actually left for Fallujah I went on R&R. I was scheduled to go on R&R 

much later but a lot of us who had R&R scheduled for the time when we possibly 

could be in Fallujah were sent early. Even the battalion commander went, as well 

as several of the battalion leadership and several of the company lieutenants and 

platoon leaders. So they were thinking at the end of September they would go on 

R&R and then come back and go to Fallujah. From what I understand, the timeline 

to move down to Fallujah was expedited by a few days so the projected return date 

of me and other people interrupted that timeline. I was watching Fox News and 

CNN like a hawk when I was home and, sure enough, all of a sudden combat operations in Fallujah began. So of course I got on the plane and came back to FOB 

Normandy about one full day after the cordon happened but before they actually 

breached into the city. I had made plans with the battalion XO that I would be 

catching one of the next LOGPAC birds out of Ba’qubah to Fallujah. I sat at FOB 

Normandy for about a day before I was able to be transported down to the brigade 

FOB in Ba’qubah and then catch one of our LOGPAC fl ights into FOB Fallujah. 

I’ve seen many videos about the actual movement down there and I know they 

had Apache escorts the entire movement from FOB Normandy through Baghdad 

all the way to FOB Fallujah. I believe there were no improvised explosive device 

(IED) incidents on the way down but we did have an IED incident on the way back 
286

after combat operations were over. It actually went off right behind my vehicle. 

But as far as I know, there weren’t too many issues with the movement south but, 

again, I wasn’t part of that movement, unfortunately. I sure wish I had been.

CI: You were able to fall in on your section at Camp Fallujah, right?

CC: I did. I arrived at Camp Fallujah at midnight on 12 November, a full day 

and a half after the breach had occurred and combat operations had begun.

CI: At this time, how had the medical section task organized to support the 

combat phase of the operation?

CC: We spilt our platoon in half. I left a small treatment section and half of the 

evac section back at FOB Normandy and we were augmented by the FSB with one 

PA and I believe about 10 or 12 medics from the FSB – Charlie Med. That freed us 

up to take both of my providers – my PA and my physician – which we recognized 

as a defi nite must. We knew this time would be different than Najaf and we were 

going to be conducting combat operations. We had such strength and confi dence in 

both our providers that we decided we needed them both down there and our forward aid station was actually more robust than what doctrine would tell a medical 

platoon leader to do. I had all my line medics for our Alpha Company and then the 

two companies we had attached to us – the Brigade Reconnaissance Troop (BRT) 

and Alpha 2-63 – they each came with their own organic medics, so I wasn’t liable 

for having to take more medics out of my platoon and give them to them. Actually 

the BRT medics technically already belonged to me because I had given them the 

medics they had when we fi rst arrived in Iraq, because a BRT doesn’t actually have 

organic medics in their force structure. I had about 15 personnel in my medical platoon down there, not counting myself and my two providers. So when we arrived, 

there were about 18 of us give or take. I left my platoon sergeant back at FOB 

Normandy so he could be the offi cer in charge (OIC) of operations back there in 

order to help the PA who came forward who wasn’t accustomed to being separated 

from her medical company. We had a command vehicle, three wheeled frontline 

ambulances (FLAs), four medical evacuation 113s, a 577 for our command post 

and a fi ve-ton for supplies.

CI: In your 577, what radio nets were you working?

CC: Typically I operated off a battalion net and both the command net and 

the administration/logistics (A&L) net, so I could talk to all the other logistics 

operators out there – specifi cally HHC, the logistics offi cer (S4) and the battalion 

maintenance offi cer (BMO). It was very important to know what was going on in 

the logistics area as well as the command channel so we could hear how the battle 

was progressing and if there were any casualties. But typically once a casualty 

was identifi ed and we were in the middle of an evac, our communications would 

switch from the command net to the A&L net and we would work all that there 
287 

so we wouldn’t take up valuable space on the command net. That way, the battle 

could continue to progress and they could continue to communicate about things. 

I had several radios in my command vehicle. I had my command vehicle parked 

right next to the 577, so that way we were effectively monitoring four nets at one 

time. I would typically drop down onto some of the company nets to monitor how 

some of the companies were doing, and I could talk to the FOB Fallujah medical 

center on single-channel plain text. Occasionally I would call them if we needed 

to get backfi lled on certain supplies and also talk to them when we had a medical 

evacuation (MEDEVAC) en route to their location. 

CI: You weren’t there yet when Command Sergeant Major Steve Faulkenberg 

was shot at the breach point, were you?

CC: No, that happened the night before I got there. When I came in that had 

already happened.

CI: I was going to use that as an example. Who got on what net to call for his 

MEDEVAC? How would that have been handled?

CC: I don’t remember exactly how his was handled and I didn’t ask how that 

went down. I was pretty sensitive to that situation because a lot of people were 

pretty upset about him going down, so I didn’t do a whole lot of digging on the history of his MEDEVAC. However, I could tell you that when our fi rst XO, Lieutenant Ed Iwan, went down from Alpha Company, pretty much everything happened 

on the command net with him. We heard word that the Alpha Company XO had 

been wounded and there was no status on him. We actually dropped down to the 

company net to fi nd out what was going on but we didn’t get any answers back; 

and then approximately two minutes before they came rolling in with his Bradley 

into the aid station, they actually called over the battalion net that they were en 

route, that he was unconscious and they didn’t know what his status was. But they 

rolled up shortly thereafter. Everything as far as coordinating his MEDEVAC with 

my medics and then also reporting to the FOB Fallujah aid station was all done off 

the command net.

CI: Once the task force was through the breach and the companies were tasked 

organized and inside the city and pushing forward, what is your section doing at 

this time? Where was the aid station set up once the battalion pushed through the 

breach?

CC: Where the battalion aid station was set up prior to where they were going 

over the breach – I’m not familiar with the exact grid location or anything like that. 

It’s my understanding that they were actually at the start point of the breach right 

behind where the tactical command post (TAC) was located on the north side of the 

railroad tracks. I think it was located there for a couple hours, but I don’t believe 
288

it was there for much longer than the actual evening hours once the assault went 

through the breach and the battle was starting to progress south.

CI: Did you push forward into the city?

CC: No, we did not. My PA had the aid station hold position with the support 

element, which consisted of the cooks, the maintenance section and the HHC command section so they held their position to the north of the breach. And then once 

it moved south and the battle began, they came back east to the highway, moved 

across that and set up in an open area north of the cloverleaf for about 12 or 18 

hours. I know they received heavy mortar fi re there during the next day so they 

decided to move further south to the southeastern corner of the cloverleaf where 

we were fi nally settled on the east side of the exit ramp. Essentially we had two 

berms between the city and us. We were right by the overpass.

CI: Presumably out of mortar range by this time?

CC: You would hope so, but we still got mortared there. It was about 10 hours 

before I arrived and the aid station was dealing with a mass casualty that was mostly Iraqi Intervention Force (IIF) and enemy prisoners of war (EPWs) they were 

treating at the time. They were getting ready for MEDEVAC when quite a large 

artillery barrage came in. My medics covered their patients and all that but they 

got hit pretty hard. There was no damage to any medical supplies and we didn’t 

take any casualties so we were pretty lucky on that. The HHC commander and his 

trucks were parked about 25 meters to the south of where my aid station was and a 

mortar landed right in between the trucks but didn’t cause any equipment damage. 

It did, however, wound my commander’s gunner in his hand. 

CI: Did you push any of your 113s forward?

CC: Yes, we did. Each company team had a 113 forward with it following 

behind, so each platoon had a line medic and also a company senior line medic 

who would move with the company commander or the fi rst sergeant – typically 

the company commander or the XO in their Bradley. And then as the fi rst sergeants 

moved and supported their companies, my 113s were with each company so I had 

two forward in the city. We actually had armed them, one with a 240 and the other 

with a .50 cal. They were moving in concert with the fi rst sergeant and his 113, so 

there were two vehicles and they both essentially required crew-served weapons 

in order to move freely through the city. That was the evacuation platform from 

the city to my aid station. We had confi gured all the fi rst sergeant vehicles with at 

least one set of litter chains and one litter, so the fi rst sergeants could also carry 

litter patients. Typically, though, my 113s would take the litter patients and would 

either use the fi rst sergeant’s 113 or Bradley for casualty evac, walking wounded 

and that type of thing.
289 

CI: Is this doctrine or was this based on what you guys learned earlier in the 

deployment?

CC: It’s kind of doctrinal but it was also based on what we learned and the best 

methods of movement. Basically the restrictions put upon us by Coalition Forces 

Land Component Command (CFLCC) for vehicle movement in Iraq: it’s defi nitely 

not doctrinal anymore based on linear battlefi eld lines. All doctrinal movement 

is either by ourselves as medical vehicles or we’re given escorts such as military 

police (MPs) who are charged with security behind friendly lines, on our MSRs 

and ASRs. Essentially it takes a little bit of combat power away from units when 

they have to conduct evacuation operations within Operation Iraqi Freedom (OIF) 

and Operation Enduring Freedom (OEF). They have to slice off security vehicles 

that are organic to the infantry and armor companies in order to escort the medical 

vehicles back to the aid station. A lot of times we would utilize either the maintenance sections – because they had a couple 1114s – or my HHC commander who 

had two 1114s with his fi rst sergeant, and they would sometimes do some escort 

missions as well. Primarily my HHC commander, his fi rst sergeant, or the BMO 

and the S4 would conduct escort missions from our aid station to FOB Fallujah, 

which was about two or three kilometers to the south.

CI: Where did you have your care providers at this point?

CC: Most of the time, both of them were actually located at the aid station. For 

two of our wounded soldiers that we had – both the Alpha Company XO who received a rocket-propelled grenade (RPG) round that went through his Bradley, and 

one of our other soldiers who was severely wounded – my doctor actually went 

with the MEDEVAC vehicle to the FOB in order to continue life support actions 

on the soldiers as they were being evacuated, but they did not go forward into the 

city. I couldn’t take that risk.

CI: I understand. So we’re up to day four or fi ve of the battle. Can you proceed 

from here chronologically with what happens next?

CC: When we moved further south into the industrial area, we had spent about 

two days preparing to get to the industrial area and crossed one of the routes – I 

don’t remember which one. That’s where our Alpha Company XO was mortally 

wounded. And then about a day later, our Alpha Company commander, Captain 

Sean Sims, was also mortally wounded and killed in action, and that brings us to 

the industrial area. A lot of it was them fi nding weapons caches and clearing that 

open area because there were multiple minefi elds and daisy-chained IEDs throughout there as well. We were also able to fi nd and destroy a vehicle-borne IED factory. Our scouts received more casualties and my scout medic was wounded when 

an RPG impacted the 1114 gunner’s shield. Luckily he didn’t lose his fi nger but 

he had shrapnel wounds through his hand and arm so they had to evacuate him. 
290

We ended up losing the gunner. He came to us KIA. There were quite a few more 

casualties that occurred days fi ve through 10 just randomly throughout the day 

and evening. A lot of night operations fell off a little bit and there was more action 

happening in the morning hours before the heat of the afternoon, and then things 

would die down again. In the evening hours, we would call in mortar support and 

that kind of stuff. I remember a lot of 120 millimeter mortar support and a lot of 

close air support (CAS) missions going on throughout the days.

CI: You had mentioned treating the Iraqi friendly forces from that Iraqi battalion that was part of the task force. Were there any medical issues unique to dealing 

with indigenous forces?

CC: Yes. Of course it’s always unique doing medical care for somebody who 

doesn’t speak the same language as you – that’s always a challenge. Our translators 

were really good, though. We had a couple Iraqi nationals who were dedicated to 

us that we utilized as translators, so that’s always an interesting interaction. I know 

that units going over now get a lot more Arabic language instruction and how to 

utilize interpreters – instruction and that kind of stuff – but when we were over 

there, we got about 20 days at the Combat Maneuver Training Center (CMTC) 

and then off we went to Iraq. It was a lot of learn as you go. We had quite a bit 

of experience dealing with Iraqis and foreign language when we supported a lot 

of civil affairs (CA) missions, so that was probably the most unique thing. Also, 

it was interesting when we had EPWs who were wounded come to us – actually 

dealing with wounds that our munitions caused. These were very severe wounds 

caused by 25 millimeter rounds.

CI: A lot of blast injury, I would think.

CC: Yeah, .50 cals can take off a guy’s arm – so we saw a lot more severe 

injuries. Don’t get me wrong: I did see a lot of severe injuries to US servicemen 

as well that you wouldn’t want to see. So it was interesting to see the effects of 

what we do to them because we saw about 10 EPWs, give or take, who were still 

alive for medical care before we processed them and sent them on their way to the 

detention center or to the hospital. Also just the aspect of having an EPW you now 

have to treat, evacuate and guard.

CI: Did you treat any civilians?

CC: No, we didn’t. That may be kind of a gray area because there were several 

people we considered to be EPWs but they claimed they were innocent civilians 

within the city. This was towards the fi nal days of the battle when we were collecting up all the EPWs and people were just randomly walking around the city, 

but they were treated like EPWs solely for the fact that everyone in the city was 

warned to get out and if they remained in the city they were going to be treated as 

a hostile essentially. We didn’t treat anyone for actual wounds in combat, but some 
291 

of the injuries were just blunt injuries caused by running around or by all the debris 

in the city and that kind of stuff. There weren’t a lot of severely injured civilians 

that we saw at the battalion aid station. There might have been others at other battalion aid stations, but we didn’t see any.

CI: Were there any joint issues that come to mind? You mentioned the fact of 

having to evac a severely injured person to the aid station at Camp Fallujah.

CC: There weren’t really any negative issues as far as the medical system goes. 

Medical is medical no matter what service you’re in, which is a pretty good thing. 

I remember about the second day I was there I went on a MEDEVAC run/supply 

run to the FOB so I could introduce myself to the administration offi cers, logistic 

offi cers and as many providers as I could, as well as get a situation report on the 

casualties we had already sent to the aid station. As far as their tracking methods, 

they were right on and were able to give us updates on all the soldiers we had thus 

far sent rearward to the aid station on the FOB. Their providers were great. I don’t 

remember exactly what specialties they had there, but I know they had a trauma 

surgeon, an orthopedic surgeon and a couple general surgeons. They had a great 

medic staff and also a pretty decent communications system there. We operated 

with them on single-channel plain text. In the past when we dealt with the Marines, 

communicating on the secure net was diffi cult, we could never really seem to be on 

the same time and we couldn’t make it work. So I know we had diffi culty talking to 

other units adjacent to our sector in the city, but as far as talking with the hospital it 

was usually pretty good to communicate with them. Occasionally we had problems 

because of the distance and terrain features but, for most of the battle, I was able to 

talk to them from my position at the cloverleaf.

CI: As the battle winds down and the task force begins to retrograde out of the 

city and back to the FOB, does the aid station move and close on the FOB?

CC: I think it was around 17 or 18 November and we actually moved south 

from the cloverleaf to a gas station located about a kilometer and a half down the 

road south. We set up shop there because, essentially, now we were out of active 

engagement inside the city. The BRT was still screening on that major highway going north and south. Both Alpha Companies were basically in the industrial district 

still looking for weapons caches, IED and VBIED factories, collecting the caches 

they found, utilizing explosive ordnance disposal (EOD) support to destroy munitions, and also just policing up leftover insurgents, clearing the rest of the houses 

and buildings they had bypassed to drive everyone south towards the river. We still 

needed to be forward outside of the FOB in direct support of the battalion, but to 

be able to line up – I don’t know if you have a map, but if you could fi nd where 

the gas station was that had been abandoned, we basically set up shop there. Each 

one of my vehicles pulled into one of the actual gas stalls and we were able to set 
292

up right along the highway for a high avenue of approach and it was easy to get to 

the FOB. We also had two direct roads leading straight west and then southwest 

directly into the city, so we were almost directly east of the operations going on in 

the industrial district. The longest evac time we would have to conduct was about 

three to fi ve minutes by 113 going as fast as it could go. One of our key concerns 

was that both those routes were clear of mines, so that was one of the priorities of 

my HHC commander: he reconned those routes. We deemed them clear and good 

to go so we used those routes and stayed out with the battalion until the last unit 

had returned back to Camp Fallujah.

CI: Once the battalion consolidated at the FOB, how long were you there and 

what sort of post combat activities did you go through?

CC: We were located there for about two nights. I know it took about three 

days, once we were done with combat operations, for the battalion to actually 

move out of there, so basically we retrograded back to the FOB, conducted recovery on our vehicles, did all the normal post combat checks on the vehicles, and 

began at the logistic level of planning for our movement back to FOB Normandy. 

We started coordinating who would be in what march serial and working with my 

NCOIC – who was my treatment squad leader – to make sure all our personnel 

issues, equipment and Class VIII issues were straight and that the soldiers were 

physically, logistically and mentally ready to conduct return trips home. I actually 

returned with my PA and about half of my platoon I had forward with me on the 

advance party back to FOB Normandy.

CI: You were in the convoy or the serial that had the IED on the way back?

CC: I was in the convoy and the serial that got hit by an IED as we were going 

through. We were on the northwestern side of the city, had just gone through a larger populated area and were switching from one highway onto the next highway. 

We had gone down a little bit, were going underneath an overpass and all of us in 

my vehicle sort of looked at each other because something seemed weird. There 

was nobody out and we usually saw people walking around and, I swear, I almost 

smelled something burning. Then at that instant an IED that was shape charged 

and lodged up on top of the overpass – right as we had exited going underneath 

and a heavy expanded mobility tactical truck (HEMTT) fueler was right behind us 

by about 20 or 30 meters. It went off right as they were passing by. I looked back 

behind me, cracked my door open, stuck my head out and saw the smoke but the 

vehicle was still moving behind us. We continued on the on-ramp, got on the new 

route that we were joined on and the vehicle was still behind us but had slowed 

down quite a bit. They were about 100 meters behind us. Everyone was really 

nervous. The tactic, technique and procedure (TTP) was that if you got hit with an 

IED you move out, so we were moving out and reported that the vehicle behind 
293 

us had been hit. Another vehicle a couple vehicles back had reported up a secondary device went off further back in the convoy, so as far as I know there were two 

IEDs that went off. As we approached and went down a hill and were moving off 

towards the north and west a little bit, we actually came to a stop to assess any 

vehicle damage or casualties. As we did that, we got out of our vehicles and the 

HEMTT behind us was slowly rolling down the hill and came to a stop. Its engine 

compartment was kind of smoking a little bit. We went up and the passenger had 

no injuries but had some blast effects with his hearing. He couldn’t hear very well 

and the driver had actually received several wounds, so the PA in my vehicle with 

me did some quick fi rst aid on him, called in a MEDEVAC and loaded him up on 

a stretcher on the hood of my vehicle. My PA was up there with him and I was on 

the radio talking to the helicopter. My driver was driving real slowly and we took 

a small security element to a school we had reconned and had seen on a map. We 

drove up a block and the MEDEVAC came in, landed, we put our soldier on the 

bird and they took off. Then we went back to where the rest of our convoy was, 

joined up with that, recovered the HEMTT and continued on the way. The interesting thing for the return trip was that we didn’t have any air assets as we were moving north at the time of the IED. Immediately following, though, we had Apaches 

come in and help secure the area. They were also instrumental in reconning where 

we saw on the map that we could put the MEDEVAC bird. They checked it out and 

said it would work, so they were also helping to pull security. They held tight with 

us for the rest of the way back to FOB Normandy.

CI: Once the battalion fully closed on FOB Normandy, did you just return to 

business as usual and prep for the next mission? Was there a stand down or an after-action review (AAR) or anything?

CC: There was kind of a stand down period but not really. We came in and 

assessed what was going on at FOB Normandy; and it was kind of nice because 

those people who had backfi lled us were still running aid station operations so we 

didn’t have to take over our aid station operations right away. I still had line medics 

with the two company teams we had left at FOB Normandy so it was still normal 

operations from them. We still had three more serials that had to come in over the 

next day or so, so we helped in receiving all those serials and downloading all 

their vehicles. I can’t remember the timelines, but it took about two days to get all 

my vehicles back, download them off the transporters and the lowboys they were 

being moved on, get the maintenance done on them, get them turned around and 

combat effective again. Recovery for us took about a week to get all our Class VIII 

back up to speed and resupplied from our FSB, all my vehicles back and 100 percent ready to go. Especially my 113s. I had four down there and they were just beat 

all to hell, so it took awhile to get all those back and into good running shape. But 

I had a good set of NCOs and a lot of good soldiers who were very maintenance 
294

conscious, very good at taking care of their equipment. We had a relatively good 

turnaround time to get us back up to operational capability.

CI: Are there any other issues that stand out in your mind that you’d like to get 

on the record?

CC: When I go back and think about logistical operations and the support we 

had, it took a little bit too long from my and my PA and doctor’s perspective to get 

Class VIII supplies. We linked into the Marine supply channel of Class VIII to get 

immediate stuff like bandages and fl uids and tubing for IVs. Our logistics channels 

were being fl own in on LOGPACs from our brigade headquarters in Ba’qubah 

where we were getting all our support from: most of our classes of supply were 

coming from CH-47s fl ying in to FOB Fallujah and going to our support platoon 

leader who would then put it on his vehicles and bring it out to our logistics area 

forward. The Class VIII was a little slow because they didn’t send as robust a support package as I would have if I’d been in that situation. That’s an AAR comment 

that we also made when we conducted AARs after the mission, but it was also 

something that was in the process of being fi xed during the mission. By the time 

the battle was basically winding down, they were on it and they were getting us 

everything we were asking for, but it took several days for them to get up to speed 

with what we were requiring. We went through a lot of stuff even faster than we 

had projected.

CI: Even having integrated your lessons from the campaign in Najaf?

CC: Oh yeah. We had maxed out our vehicle capacity for all our Class VIII 

that I had organically already put together that we had at FOB Normandy. Every 

vehicle was loaded to the hilt with specifi cally fl uids, because you always have to 

be conscious of what types of fl uids and how much fl uids you have when you’re 

over there in the desert like that. On top of that was bandages, bandages, bandages. 

You can never have enough of those as well as your IV tubing. We took a lot, but 

we went through a lot of stuff as well. 

CI: Thank you for your time.
295 

Captain Chris Boggiano 

20 July 2006

CI: My name is Dr. Christopher Ives (CI) with the Operational Leadership 

Experiences Project at Fort Leavenworth, Kansas, for the Combat Studies Institute. 

Today’s date is 20 July 2006. I’m interviewing Captain Chris Boggiano (CB) and 

we’ll be discussing his experiences in the Global War on Terrorism (GWOT) and 

specifi cally during the November 2004 battle of Fallujah. If at any time you think 

we’re moving into an area that is classifi ed or sensitive and you’re not able to 

sanitize your answer, let me know you’re not free to discuss that and we’ll move on 

to a different subject. Would you state you full name, rank and duty position?

CB: My name is Captain Christian Boggiano and right now I’m a plans offi cer 

in Grafenwoehr, Germany. I work at the 7th Army Joint Multinational Training 

Center.

CI: What was your rank and duty position during your participation in the 

battle of Fallujah?

CB: I was a fi rst lieutenant and a scout platoon leader in 3d Brigade, in the 

Brigade Reconnaissance Troop (BRT). We were the brigade combat team (BCT) 

reserve so we moved around from task force to task force and, in this instance, 

the brigade commander cut us out to Task Force 2-2 and that’s why we went to 

Fallujah with them.

CI: Were you attached to them at Forward Operating Base (FOB) Normandy 

or did you marry up with them at Camp Fallujah?

CB: We linked up with them at Camp Fallujah maybe three or four days before 

we went into the battle.

CI: Was your entire troop there or just your platoon?

CB: Pretty much the entire troop, except for the guys who were on R&R. Our 

troop consisted of the two scout platoons, headquarters platoon and we actually 

had a Bradley platoon – we were light scouts so we were in Humvees – from Task 

Force 2-2 that was attached to the BRT for the entire duration of our deployment in 

Iraq. They lived with us at FOB Warhorse and when we went to Fallujah everything 

was re-task organized. That platoon gave up its platoon leader’s section of Bradleys 

and we received from Alpha Company 2-63 – the tank company that was part of 

the task force – two of their tanks. So when it was all said and done, we had two 

tanks, two Bradleys and two light scout platoons with Humvees.

CI: A very heavy scouting element.

CB: Yes. Fallujah was probably the closest I ever came to operating as a scout 

but I think, in that role, we were just as much dismounted infantry and I think 
296

that’s common in Iraq. Regardless of whether you’re combat arms or non-combat 

arms, if you end up riding around as group of guys in four Humvees, you can call 

yourself infantry or armor or whatever, but you’re still a group of guys riding 

around in four Humvees.

CI: This task organization took place at Camp Fallujah. How much of 

an opportunity and what process was involved in sharing standard operating 

procedures (SOPs) and going through prep for combat?

CB: To be honest with you, there wasn’t too much of that. As a troop, we 

were pretty much organic and were all used to operating with each other, and the 

two tanks were the only ones that weren’t organic to the troop from the rest of the 

deployment. We were all used to each other and had our internal SOPs, and the 

two tanks – I had come from that tank company before I came to the BRT so I was 

friends with the tank platoon leader, First Lieutenant Neil Prakash. I knew him 

well so he and I were very comfortable working together. We had worked together 

several times before so I think, through me, he was easily integrated into the troop 

– plus he was a very competent offi cer and wouldn’t have had problems with that 

sort of thing anyway.

CI: How was the troop brought into the troop leadership procedures (TLPs) 

and when did you receive the warning order (WARNO)?

CB: I came back from R&R at the end of October and we were actually down 

in Salman Pak. We were attached to the 82d Engineers and that was a pretty nasty 

town. It was really on the southern edge of our brigade sector and no one really 

operated there, so our brigade commander sent us down there just to see what 

was going on. Turns out, it was a really bad area and we were just driving around 

getting shot at every day. I basically went down there and met up with my troop 

after my R&R and then, a day or two later, we got pulled out to get ready to 

go to Fallujah. We had two or three days of prep and, about 3 or 4 November, 

we convoyed out to Fallujah. But in terms of me knowing what the plan was, 

we basically got told we were going to Fallujah and after that it was just get as 

much ammo and equipment as we could, get our trucks and equipment ready, and 

at that point everybody was comfortable enough doing just about any mission. 

Whether it was military operations on urban terrain (MOUT) or whatever, we’d 

done everything at that point in time – so within a couple minutes, that’s really all 

it took for any of the platoons to be able to fl ex through whatever mission it was. 

So it wasn’t very diffi cult even though we had very little notice.

CI: Were there any cross attachments from the Marines or Air Force?

CB: We did have an attachment of one Humvee of an Air Force joint tactical 

air controller (JTAC). They were basically two Air Force guys and we actually 

had to give them a gunner for the Humvee so they could have three guys in the 
297 

Humvee. They were basically forward observers (FOs), but instead of for artillery 

they would talk to the jets in the sky with different radios. It was really my only 

joint experience. 

CI: Were they combat controllers or were they radio guys?

CB: I would say they were combat controllers. The way it worked was that 

somebody in my platoon would see something and, if we decided we wanted to 

drop close air support (CAS) on it, we would call on the radio to them or yell over 

to their truck and ask if they could get us some jets. They would go from there 

and if they could they could and if they couldn’t they couldn’t – but if they could, 

it worked out great. We would tell them the grid and the target description, and it 

really wasn’t all that different from a fi re mission with artillery. They took care of 

the rest.

CI: Did they have a laser target designator?

CB: No, I don’t think so. The only thing they had unique in their Humvee was 

the radios that allowed them to talk to the jets fl ying overhead.

CI: What about the compatibility of your laser target designation with the Air 

Force? Did that become an issue?

CB: Not at all because we had a Long Range Advanced Scout Surveillance 

System (LRAS) – just a big sight with a 20X or 50X power on it and you can see 

really far. Whatever it sees it can give a 10-digit grid so the gunner on the truck, in 

addition to the one machine gun he had up there, he also had the LRAS. Everything 

else was just done over the radio. It was a matter of just yelling the grid over to 

them, what the target looked like, and then the Air Force guys would just relay that 

to the jets.

CI: Were they calling for fi re with Air Force aircraft or Marine Corps 

aircraft? 

CB: I have no idea. We only got to drop CAS once and it was several days into 

the battle. We tried several times before and, every time, they told me that the jets 

were working for us and that they were just waiting for our go-ahead. I would relay 

it up to my commander and, for whatever reason – a lot of it was the danger close 

nature of fi ghting in Fallujah – Captain Kirk Mayfi eld didn’t want to drop bombs 

that close to friendly forces so he always waved that off, which got the Air Force 

frustrated a lot of the time.

CI: You mentioned the troop had been together for the bulk of the deployment. 

Had you guys had the opportunity to use CAS in some of your previous 

deployment?

CB: No, I’d never called for fi re or used CAS. There were a lot of fi rst times for 

everything in Fallujah, so things like fi ring a tank main gun – I was a tank platoon 
298

leader in Iraq before I took over the scout platoon and I never fi red a main gun 

round on my tank. If anything, it was just one of the machine guns. If you’re just 

fi ghting insurgents, they’re not coming out at you with other tanks. It’s not often 

that you have the opportunity or the need to fi re that sort of thing, so that level 

of fi repower was very rare; and the only time they ever really fi red artillery was 

for counterfi re. The insurgents would fi re mortars onto our base camp, the radar 

would pick up and give a grid, and it would just be automatic. But as a platoon 

we never really called for fi re. Maybe before I came to the platoon the previous 

platoon leader had done it once, but I doubt he even did that. Certainly not CAS. 

We had the JTAC attached to us one or two times before just because we had gone 

on some operations that were outside of the range of friendly artillery, but nothing 

ever came of it. It wasn’t needed.

CI: At what point did you get the fragmentary order (FRAGO) outlining what 

you were going to be doing for reconnaissance?

CB: I don’t remember exactly, but I want to say it was right after we got to 

Fallujah. I think right around that time was when we were getting graphics that said 

Task Force 2-2 was going to have the eastern edge of Fallujah and we were going 

to have the eastern edge of Task Force 2-2, which we thought was great because 

we had the highway right there. We could use that to bound down the northern 

half of the city before having to go into the city. I don’t know if anybody planned 

it this way, but it worked out really good because the highway was elevated; and 

with that LRAS I was talking about before, it gave us numerous opportunities to 

call for fi re on targets – guys walking on rooftops in the city, for example. The 

city was pretty much devoid of any civilians so it didn’t take long to fi gure out 

that, with the rules of engagement (ROE), anyone moving without a US Army 

uniform was highly suspicious – and most of the time anybody we saw moving 

was carrying some kind of weapon anyway. I don’t know if it was just luck or if it 

had been planned this way, but we had done a reconnaissance of the city a couple 

days before and there’s that highway that runs on the east side of the city. We 

drove along the safe side of that highway with the city on our left and no one could 

actually see us because the highway was so elevated. At one point, the highway 

dipped down and we were south of the cloverleaf intersection – where the two 

main highways intersected. We had stopped, I had just taken the leadership of my 

platoon with me, and we were only allowed to take one truck so it was me, Staff 

Sergeant Nicholus Danielsen, Staff Sergeant Jimmy Amyett, Staff Sergeant Mike 

Cowles and our troop executive offi cer (XO), Dean Morrison. We’re all sitting in 

one truck and we were waiting. The Marines were in contact up at the cloverleaf 

because, at that time, they had a cordon around the city. Staff Sergeant Amyett was 

on the LRAS, he just started scanning into the city on this reconnaissance, and 

we could see all these insurgents standing on the rooftops. Anyway, we wanted to 

see if they would let us call a fi re mission, so we relayed it up to our commander 
299 

and he relayed it up to Lieutenant Colonel Pete Newell, the 2-2 commander. In 

the end, we didn’t get to fi re it and the reason was because we were on a different 

communications security (COMSEC) fi ll with the radios and Regimental Combat 

Team (RCT) 7 so we couldn’t do the fi re mission, which was bad. But the benefi t 

of it was that I think everybody realized the value of the LRAS and the capabilities 

it brought. We were the only ones in the task force with an LRAS. After that, we 

got positioned on the highway and from there it was like shooting fi sh in a barrel 

as far as calling artillery on bad guys.

CI: When did you get married up with the Paladins that were attached to the 

task force?

CB: I never was. I was given an FO who was attached to my platoon. I had 

never worked with him before. I want to say we did two reconnaissances of the city 

– one we did that day I was just telling you about and the other was a nighttime 

recon of the staging area on the northeast side of the city out in the desert there. It 

was my platoon’s job to mark off the corners of the staging area and he was given 

to me that night so we could take him up on the highway. We called in some white 

phosphorous (WP) and were just registering the artillery so when they did the 

breach the next day it would all be on the target. I put him right on the same truck 

as the LRAS and he called everything back to the guns or to the fi re support offi cer. 

So whenever I had a mission, most of the time I went through him.

CI: Did he use your radios or did he come with his own?

CB: He actually had a manpack, which was kind of comical. The Paladins were 

on Camp Fallujah and they never left the base. I think the Task Force 2-2 mortar 

platoon left because they didn’t have the range to shoot from Camp Fallujah so 

they were a lot closer, but the Paladins were back on the base. He just set up a 

manpack radio and was running around next to my truck with his antenna sticking 

up so he could talk back to the base. A lot of times he’d talk to the Paladins and to 

the mortars as well, but I couldn’t tell the difference in terms of when the rounds 

were impacting, if it was a 120 millimeter mortar or 155 artillery. They both made 

big booms. I’m sure he called plenty from both. I had a couple snipers in my 

own platoon and a sniper section that was given to me as well from the 2-2 scout 

platoon. BRT had worked out this crazy setup with R&R where they would send 

the bulk of a platoon on R&R at once. I was 2d Platoon and they sent the bulk of 

1st Platoon in September; and right around when Fallujah was happening they sent 

the bulk of my platoon. So when we left FOB Warhorse and went to Fallujah, I has 

nine or 10 guys in my platoon so we were hurting. For instance, my normal platoon 

sergeant, Sergeant First Class Jamie Loy, left on R&R right around the time that 

we left for Fallujah and didn’t get back until it was over. So, I had Staff Sergeant 

Danielsen acting as my platoon sergeant the entire time. He did an outstanding job, 

but missing half of my platoon before going into the biggest fi ght of the deployment 
300

was a huge worry of mine. It wasn’t until a few days into the battle that guys started 

trickling back and we were back to somewhat regular manpower. They gave me all 

these onesies and twosies from everywhere else to plus us up a little bit, so I got 

the FO, the Air Force guys, a couple snipers and it was just a hodgepodge element 

– but that was really only for the fi rst day or so. I even grabbed a tanker from A/2-

63 whom I knew from my time there as a platoon leader who was going to be left 

on Camp Fallujah because they didn’t need him. I asked his leadership if I could 

borrow him and they let me have him. He certainly didn’t mind because otherwise 

he’d have been left out of the fi ght. I had no problem integrating all the different 

additions to my platoon and there wasn’t any sort of issue at all. I think by that 

point in our deployment to Iraq, everyone had enough experience at being fl exible 

that transitions like that were relatively easy. Plus, it didn’t hurt that I had enough 

great NCOs in my platoon who were still there. So, the leadership of the platoon 

was intact even if we had new soldiers getting added to us at the last minute.

CI: They obviously understood the concept of observation and were used to 

using optics.

CB: The snipers were amazing. I watched a guy with one of the .50 caliber 

Barrett sniper rifl es and the LRAS spotted a guy some 1,200 meters away. He 

probably shot 10 or 20 rounds at this insurgent who was hiding out on a rooftop and 

the LRAS gunner would say to “bring it up a foot,” “bring it up a foot”; and then all 

of a sudden, his guts were splattered all over the wall. We’d probably known each 

other for only a couple hours at that point, but everyone started working together 

very quickly.

CI: At what point did you move into your assembly area (AA) and move out 

to establish this overwatch?

CB: I don’t remember the fi rst date of the battle but we moved out very early 

in the morning. I had done the recon and my platoon was the one responsible for 

setting up and marking the corners of what became the staging area. It was still 

dark, it was raining when we moved out, and it was pretty painful getting off the 

base camp but we made it up there. Everybody got to the staging area not too long 

after dawn and if the breach was at 1900, we were out on the highway calling for 

fi re at 1000 that morning or so. We were out there a good 10 or 12 hours before 

the breach calling artillery on targets of opportunity all along the northern edge of 

the city.

CI: Were you sending reports down to the battalion intelligence net to give the 

S2 some information?

CB: No. It was kind of a crazy situation that fi rst day. I was only allowed to 

bring two of my four trucks up so, of the ad hoc platoon I had, I was only allowed 

to take one section of it. To this day, I don’t know why I was only allowed to take 
301 

one section of my platoon up there. I took my Bravo section, which had the LRAS 

on it, and my acting platoon sergeant – Staff Sergeant Danielsen – and I just walked 

up to the staging area from the berm and we left our trucks with our gunners. Up 

until then, I hadn’t seen the city in daylight because the one day we’d done it, we 

hadn’t gone up on the berm when it was daylight. We’d seen it from the far south 

but it wasn’t anything like getting up close – and the other time was at night which 

also isn’t the same. So I was up there with two trucks calling all this fi re and every 

company commander wants to get his lieutenants and platoon sergeants up there 

to see what’s going on, so there was constantly this gaggle of people: reporters, 

other lieutenants and Lieutenant Colonel Newell – you name it. Everybody was up 

there standing by my truck, sitting in my truck, taking my seat, so I really didn’t 

feel the need to relay any information to anybody else because everybody was up 

there seeing it for themselves.

CI: You should have been selling tickets. What’s the rest of the troop doing at 

this time?

CB: Sitting down at the logistical resupply point (LRP). At the very beginning, 

Captain Mayfi eld was up there. In that instance, he was a company commander 

with one section from one single platoon, so he had no other platoons to control 

– so a lot of times he would sit in my truck, which got frustrating at times because 

then I had nowhere to sit. At one point the enemy started fi ring mortars into the 

staging area so he got tasked with going down to rearrange everybody and move 

all the vehicles a little farther out. That occupied him for several hours and it 

wasn’t much of a problem after that.

CI: As it becomes night on the fi rst day, what happens next?

CB: Right when the breach happened, Captain Mayfi eld made us pull about 

two kilometers north of the city. The highway kept on running all the way to the 

north and I’d marked the crossing point where the tanks and vehicles could pull 

up, and it was really steep. If you looked at it, you would think there was no way 

you could get a tank over it. The fi rst time I looked at it I kept hoping we wouldn’t 

fl ip over as we were marking the point. So we basically sat on the highway when 

it got to be time for everybody to roll in to do the assault on the city. I sat on the 

highway and watched as my FO – I think – called in all the preparatory fi res on 

the breach spot, but to be honest with you I don’t remember. We sat down and 

watched everybody roll over the berm onto the other side and then we watched 

the mine clearing line charge (MCLC) go off. Everybody had these little infrared 

chem lights attached to their antennas and it was just a sea of infrared chem lights 

heading towards the breach and into the city. For the fi rst couple hours after the 

breach, you could hear all the explosions from the main guns on the tanks. There 

was really no more artillery after that. It wasn’t until well after dark – maybe 2200 

or 2300 – when we fi nally were allowed to bound back down the side of the city. 
302

Our initial goal was to continue bounding south as the task force bounded south, 

but by the time you put two scout platoons, a headquarters platoon, two tanks and 

two Bradleys all along that east side of the city, we had a vehicle every 100 meters 

or so, so we basically stayed stationary the rest of the night observing into the side 

of the city. The insurgents didn’t really fi ght much at night so I don’t know what 

the guys inside the city were dealing with, but the couple blocks in that I could 

see we didn’t see much movement at all. It wasn’t until dawn that things started to 

pick up again. At that point, my platoon had bounded down to the cloverleaf and 

we positioned the LRAS so we could see directly down Phase Line Fran. There 

was one sweet spot about 20 meters wide where you could see three kilometers 

into the city, until there was a slight bend in Phase Line Fran, at which point the 

LRAS wasn’t effective because it can’t see around corners. We started calling in 

artillery on the obstacles they had set up along Fran, and that was actually cool 

and frustrating at the same time. We could see the concertina wire, all the HESCO 

bastions and all the stuff they used – and it was all American stuff the Marines had 

left in the city before. They’d used it to make all these obstacles, and you knew 

they weren’t just obstacles. You knew there were going to be booby traps and 

improvised explosive devices (IEDs) and whatever else sitting there. So we started 

calling for fi re and I think we saw three different obstacles we wanted to eliminate. 

I called for fi re on them but if it was just concertina wire, calling for fi re isn’t going 

to do much to that, so that was the frustrating part. The benefi cial part was that we 

would call for fi re – and say I would call in six rounds. I’d call in those six rounds 

and we would see 11 explosions, so we were defi nitely setting off plenty of booby 

traps and IEDs and, if not, severing all the wires they had for all the bombs they 

had waiting down there for everybody. By the time the rest of the task force got 

down there, we had taken care of a lot of that for them. At the same time, Neil 

Prakash’s two tanks and two Bradleys were positioned right around us as well, so 

we were all in that one sweet spot. They were fi ring away with their main guns at 

the large targets, like the HESCO barriers, because a main gun round will take out 

a decent chunk of a barrier. They freed up a lot of space and made it a lot more 

maneuverable for the guys coming from the north.

CI: At what point did you have to adjust your positions again after the task 

force came down?

CB: We stayed on the cloverleaf for a long time. One thing that the artillery 

guys created for us was a free fi re line or something that sounded just like that. 

The free fi re line was the line which, to the south, we could fi re any artillery we 

wanted without having to clear the area for friendly forces. I kept on getting an 

adjusted grid as the battle progressed and our forces moved south. Before anybody 

breached into the city, I could fi re anywhere I wanted and it took about two minutes 

for the artillery because I didn’t have to clear anything and we knew there were 

no friendlies in the area. They kept on pushing south. By dawn 1st Platoon was in 
303 

clearing that very eastern part of the city along Phase Line Fran. They went in with 

the Bradleys and cleared a bunch of that area without taking any contact at all, and 

this was right before dawn. Shortly after that, we could see the friendly Bradleys 

and tanks start coming down from the north and hitting the highway; but right after 

that, we basically stayed there about a day and a half just waiting on the Marines 

to catch up. We had rolled through everything so fast because the rest of the task 

force was in tanks and Bradleys and the Marines were on foot, so they had to slow 

up because they didn’t want to get too far ahead because then the front line of the 

advance wouldn’t be joint and the insurgents could slip through the cracks of the 

different battalions – which I think they ended up doing anyway as they headed 

south. We stayed in that position for a long, long time and called for fi re all that 

second day and then into the fi rst half of the third day before we displaced. During 

that time was when the LRAS gunners, along with Neil Prakash’s two tanks that 

were sitting on Phase Line Fran directly in front, did the most damage in terms 

of dropping artillery. We were elevated on the highway directly behind them and, 

at one point, Prakash’s gunner in his tank sees all these guys run into a building. 

My LRAS gunner could see the same thing, and it looked like a mosque from 

where we were at because there were mosques about every 10 feet in Fallujah. 

At fi rst, we didn’t think we’d ever be able to drop artillery on it because it was 

a mosque, so I had initially asked Neil if he could use his digital camera to get a 

video clip so we could give it to one of the reporters to prove that the insurgents 

would intentionally use places like mosques and hospitals because they knew we 

wouldn’t bomb them. For the next 45 minutes to an hour, we were working on 

getting permission to drop artillery on the target. It took a long time because they 

wanted to double check that Neil’s tank and my LRAS gunner were seeing the 

exact same thing several times. We had to provide 10-digit grids to the target at 

least three times. One of the things that probably helped was that the insurgents 

were actually running into a building that was part of a mosque complex, and not a 

mosque itself. Neil and I kept relaying this to our XO, Dean Morrison, and he kept 

on relaying it to higher. Captain Mayfi eld wasn’t around at the time because he 

was conducting a dismounted clearing operation with 1st Platoon. After they fi nally 

let Neil call in a fi re mission, the fi rst round was a direct hit on the target building 

so he didn’t have to adjust at all and they just fi red for effect. After dropping 20 

rounds, some insurgents were stumbling out coughing from the smoke, and that’s 

when he asked to repeat the mission. Some of the rounds from the next sequence 

actually missed the building and landed right where the survivors of the fi rst fi re 

mission were running away to. After fi nishing the second fi re mission and getting 

a request for CAS denied, we estimated that there were maybe 25 or 30 guys in 

there. Later on, though, some intelligence guys told us that there were about 70 

guys and one of the insurgent leaders was in that mosque complex. I don’t know if 

it was true or not, but I know there were a lot of guys in there – and when the fi re 
304

mission came in, I think it did pretty good damage to the enemy. My perception 

of the situation at the time was that the insurgents were trying to rally there after 

their setback from the attack invasion into the city. The complex was a good three 

kilometers into the city so it was well over in RCT-1’s sector, so that’s probably 

why it took so long to coordinate.

CI: You mentioned you had a good observation of the breach site for Task 

Force 2-2. Could you see the Marine RCT’s breach site?

CB: I could see everything but I don’t remember seeing a breach. I remember 

guys going through our breach but I don’t remember seeing that for the Marines. I 

don’t know if it didn’t happen, if I wasn’t there when it did happen, if I just wasn’t 

looking or if I couldn’t see it. I don’t know what happened. I defi nitely could see 

pretty much all the way across the city from where I was sitting, all the way across 

the northern part of the city. You could see where all the vehicles funneled into 

wherever that one spot where the breach was, but I don’t remember seeing the 

same thing for the Marines.

CI: At any time did you work directly with the Marines?

CB: Yes, on several occasions.

CI: What part of the battle?

CB: My second reconnaissance was my fi rst interaction with the Marines when 

we were setting up the staging area and the Marines, by that point, had cordoned 

off the city. They were all sitting up on the berm up on the highway and they’re 

shooting and shooting and shooting and we weren’t seeing any tracer rounds 

coming back at them. Captain Mayfi eld wanted me to fi nd out what was going on, 

so I drove up there with the LRAS truck and asked them what they were shooting 

at. They said, “We’re taking contact from those two lights over there.” I asked the 

LRAS guys how far away those two lights were and he said, “1,800 meters, sir.” 

So I looked over at the guy doing the shooting, who was using a squad automatic 

weapon (SAW) that can shoot about 600 meters, and I asked the LRAS guy if he 

even saw anything there and he didn’t. All these Marines all up and down the line 

are just shooting at nothing, so that was my fi rst interaction with the Marines, which 

was a little disheartening. A lot of them didn’t have any night vision equipment at 

all. They were shooting star clusters to see if anybody was coming up the side of 

the highway in front of them and that sort of thing. Another time I interacted with 

them was when we were south of the city and we kept on running into them on a 

number of occasions. There was a tank platoon driving around in the desert on the 

southeast side of the city and when the rest of the task force did the breach into 

the southern side of the city the Marine tankers rolled up and linked up with us. 

They had heard we were in the neighborhood, had heard about the LRAS sight 

from God knows where, and asked us, “Are you the guys with the crazy sight?” 
305 

We co-located with them out in the open desert and they fi red some main gun 

rounds into whatever targets they saw on the side of the city. I don’t know if they 

really saw anything because I know my LRAS gunner didn’t see anything. I think 

they were just shooting into buildings just because they could. I did have one very 

positive experience with a Marine platoon, though, a light armored vehicle (LAV) 

25 platoon – basically Bradleys on wheels. Where we were driving around on the 

southeastern edge of the city the highway breaks away to the east so we didn’t 

have an elevated position to observe into the city from anymore. We were kind of 

driving around out there through all the minefi elds hoping we could fi nd one spot 

that was a few feet higher than another so we could look down on some rooftops 

and call in some artillery, because otherwise the LRAS couldn’t see more than a 

couple rows of houses deep into the area. While we were repositioning, we saw one 

house out in the open and decided to go set up next to it. So we drove to the house 

and lay down some suppressive fi re on it initially. When we stopped and nobody 

was shooting back, I had most of my platoon dismount to go clear the building. 

Normally I almost always dismount with them because they were the platoon main 

effort, but this time I decided to stay with my truck because Staff Sergeants Amyett 

and Danielsen both wanted to go and one would have had to stay back otherwise 

to supervise the trucks. As the bulk of my platoon goes running off, we start to get 

shot up by four or fi ve houses on the side of the city, just lighting up my platoon. 

Just about everybody but the gunners on the trucks are dismounted at that point 

because we were out in the open desert, and a couple guys were pinned down. We 

had linked up earlier with the Marine LAV 25 platoon, which was located only a 

few hundred meters to the north, and they just started laying waste to everything 

on this side of the city and gave us a lot of good covering fi re. They were defi nitely 

good to work with.

CI: Could you talk to them on a tactical level?

CB: Yes. When we pulled up to them, we got their radio frequencies, 

programmed them in, and think they might have been monitoring the troop net. 

When I called up the contact report, right away they came back and said they had 

“eyes on” where my gunners were shooting at and, all of a sudden, they had TOW 

missiles shooting across the desert, 25 millimeter cannons and all that. I think they 

had six LAVs and they just started lighting stuff up. It was actually pretty amazing 

the amount of fi repower. Like I said, I usually dismount with my guys but I was 

really glad I stayed that time. I didn’t fi re a single shot but I stayed on the radios 

and, in a matter of minutes, I had artillery coming in, I had Neil Prakash’s tanks 

1,500 meters away up by Phase Line Fran. He heard my contact report, just rolled 

out about 100 meters so that he was outside of the city and could see where our fi re 

was impacting on insurgent fi ghting positions. All of a sudden, I see high explosive 

anti-tank (HEAT) rounds fl ying a mile through the air, blowing up one building 

after the next, the Marines are shooting stuff, the FO was dropping artillery, and 
306

within fi ve or 10 minutes everything quieted down and I got my platoon back 

together. So it was an interesting experience.

CI: Sounds like a positive joint experience.

CB: Yeah. Everything came together just because everybody was talking on 

the same radios, which is rare I guess.

CI: Did you encounter any communications diffi culties during the battle? 

CB: I do remember there was a nut roll about a COMSEC changeover, but at 

that point in time I was in the process of transitioning. We had been so successful 

calling for fi re in the northern half of the city because of the elevated position on 

the highway that they thought we’d be able to do the same thing in the southern 

edge of the city with the LRAS. After trying that for a day or so, we realized it 

wasn’t really working out because we couldn’t get an elevated position and there 

wasn’t much the LRAS could see unless it was the fi rst block or so deep on the 

edge of the city. While they were fi guring it out, they started to pull us in and, 

after that, we transitioned to being a dismounted infantry platoon and I don’t think 

we used the LRAS much after that at all. Anyway, in that process was when this 

problem with COMSEC occurred. I don’t think I was caught up with it, but I 

remember it being a pain.

CI: After moving south and being unable to fi nd some friendly terrain to allow 

you to use the surveillance capabilities you had, who made the decision to put you 

guys in reserve as dismounts?

CB: I haven’t the slightest clue. While we were fi ghting, I saw Lieutenant 

Colonel Newell once and I never saw anyone from the battalion staff inside the 

city, so I have no idea how those decisions were made. A lot of times I felt like 

nobody was making decisions, either at the troop level or at the battalion level, but 

it seemed like it all kind of worked out fi ne because you had unlimited fi repower 

and you could just level whatever you wanted. I felt very autonomous and it worked 

out fi ne for me. I think a lot of the guys there were very competent, the platoon 

leaders were able to work together without necessarily a company commander 

telling them what to do and, simultaneously, the company commanders were able 

to work together without a battalion commander necessarily telling them what to 

do. I’ve always had the impression that there was a leadership vacuum at the top of 

the task force. So, the company commanders had to work together to fi gure out a 

plan and how they wanted to fi ght the fi ght because the task force-level leadership 

wasn’t making those decisions for them. As a result, the company commanders 

had to give up some of their control to their platoon leaders in those instances and 

the platoons ended up doing the same thing at the company level. That was the 

vibe I had from what was going on. I never felt like anybody had a grand scheme 

other than to just keep going south, keep the Marines to our right and the open 
307 

desert to the left. It really wasn’t all that hard. Maybe Captain Mayfi eld made that 

decision, but I don’t know. I really doubt it was anybody higher up than him, that’s 

for sure.

CI: Were you employed at this point?

CB: There was one day we weren’t employed and I was very frustrated about 

it: that was the day Captain Sean Sims got killed. The problem is I don’t remember 

the chronology of when things happened; I just remember specifi c events because 

it was all kind of a blur. The only day I remember being unemployed completely 

was right around that transition from calling for fi re to the last week or so of just 

being dismounted infantry and going through the city clearing house after house 

after house. There was one day in there where we were driving back from the open 

desert and I remember Captain Mayfi eld and 1st Platoon from our troop were in the 

city and they were right up against Alpha Company 2-2. I just sat there listening to 

the radio and kept calling in and asking if I could bring my platoon into the fi ght 

they were in. Things were really bad. We heard all these things like, “Captain Sims 

is in a house by himself!” That’s all we kept on hearing and you could only guess 

what was really going on in there. No one knew if he was dead or if he was just 

holed up in a room by himself. It was chaos. Nobody had any control at that point. 

I don’t care what anybody tells you, there was no one in charge. There were guys 

calling each other on the radio because they didn’t know where each other were. 

It turns out they were one courtyard away from each other but couldn’t fi gure it 

out because at the same time there were insurgents throwing grenades at them, 

they’re trying not to shoot at friendly guys all around them but still trying to shoot 

at the insurgents. All this was going on while Captain Sims was in a house and 

all I could do was sit there and listen to it on the radio. Obviously it was a very 

frustrating experience for everyone in my platoon because we felt so helpless to do 

anything. But on the other hand, it was probably a smart thing not to bring another 

platoon into something as completely chaotic and uncontrolled as that; it was a 

better decision to leave us out there sitting, but I wasn’t happy about it at the time. 

I don’t know if I’m really very happy about it now either.

CI: In a circumstance where the bad guys are all dismounted, adding additional 

dismounts might have had an adverse affect.

CB: The thing was: there was no shortage of fi repower. We had tanks and 

Bradleys and you name it, and standing toe to toe the insurgents aren’t going to 

win – and that’s why we did as well as we did in Fallujah. But when everybody 

gets bunched up like that, it gets chaotic. Time and again it happened, and I think 

I said in one of my emails that I was amazed there was no fratricide in Fallujah 

from the amount of shooting everybody did at everybody else. I don’t think there 

was anybody who went through Fallujah who didn’t, at some point, accidentally 

or even intentionally shoot in the direction of other friendly forces. When you’ve 
308

got three platoons, one on each block, and one insurgent in between all of them, 

and then there’s a bunch of insurgents and the insurgents are shooting, it’s kind 

of inevitable that that sort of thing is going to happen. I’ve read a couple times 

about how we credit all our technology for why there wasn’t any fratricide, but I 

honesty think it was just luck. It couldn’t have been more than that, plus the fact 

that most guys were in tanks and Bradleys. I think Neil Prakash had one of the 

other Bradley platoons shoot some 25 millimeter at his tank one time. He kind of 

got pissed about it but there wasn’t much he could do. Also, there was the time that 

Captain Paul Fowler, the commander from the tank company that Neil ordinarily 

belonged to, called for a fi re mission that ended up landing pretty much on top of 

his position. This was earlier in the fi ghting when my platoon was still out in the 

desert on the southern side of the city. I listened in on the task force net and heard 

Captain Fowler’s voice calling in the fi re mission. The rounds landed a couple 

hundred meters in front of Neil’s tanks, which were maybe 300 meters outside of 

southern Fallujah. Neil even commented on the radio that those rounds landed very 

close to his position. Next, I heard Captain Fowler adjust the rounds 200 meters 

to the right, which, from where he was sitting, he should have moved them farther 

into the city and away from Neil. It defi nitely wasn’t Captain Fowler’s fault, but 

for whatever reason the rounds moved the wrong way. So the rounds moved left 

instead of right like Captain Fowler wanted them to and ended up coming down 

on top of Neil’s tanks. I heard him say he was getting out of there and his driver 

just put the tank in reverse and hit the gas. While all this was going on, everyone in 

my platoon was yelling to our forward observer to get him to stop the fi re mission 

because he had the most direct line of communication with the guns. Since the 

desert around Fallujah is one big minefi eld, Neil ended up driving right on top of 

an anti-tank mine while he was backing up; and since the artillery had been landing 

so close to his position, we all actually thought it was a friendly artillery round that 

had hit his tank. My platoon was racing towards his position before he was able to 

get back on the radio and let us know he had struck a mine and everyone was okay. 

That’s one of many examples of friendly fi re. There is a good chance that it was 

no one’s fault, but still happened. I think there are instances where everyone can 

do everything right and you’ll still have two friendly units shooting at each other, 

especially in a situation like that where everyone is so close together. I have no 

idea why it happened in that case, but it did then and a million other times during 

those fi rst few days. So, we were all just lucky no one was killed because of it.

CI: Did you have any interaction with the Iraqi battalion?

CB: Not really. We saw them. The fi rst day when I was sitting up north of the 

city watching everybody go through the breach, I watched them drive over the 

berm and it was my understanding that after we went in they were taking control of 

the rear. The US Army would have the front line and keep pushing south and they 

would secure the areas that had been cleared to make sure they weren’t reoccupied 
309 

by insurgents. When we did the rehearsal, we had this giant terrain model of the 

city laid out and we did the rehearsals with all the platoon leaders for the task force. 

Everybody was standing in the specifi c spots they would be in according to the 

plan and the Iraqis were there and went to their spot. When it was all said and done, 

the Iraqi battalion commander gave a speech in Arabic to everyone and, while I 

couldn’t understand a word of it, it was one of the most amazing things I’ve ever 

seen because he was so fi red up. Other than that, I didn’t have any interaction with 

the Iraqis at all.

CI: What happened to the troop once you guys got mounted again?

CB: What do you mean by “once we got mounted again”?

CI: You had mentioned you were being used as dismounts, doing the infantry 

thing –

CB: We basically would garage our trucks a lot of time. We briefl y went 

dismounted the afternoon of the second full day and our SOP was that the gunners 

and the drivers would stay in the trucks and everybody else would dismount. Like 

I said, there wasn’t much to my platoon at that point; and I think even with all 

the hodgepodge people I had maybe seven guys, so less than a squad, including 

myself and a medic as dismounts on the ground. The trucks would follow us along 

but, as it got farther into the battle – and we were on the southern edge of the city 

clearing house to house – there weren’t that many streets so we basically put a tank 

and a Bradley on each street and they would mark our front lines so the platoons 

could stay in line with each other. During the confusion, it’s easy to get disoriented 

especially in that kind of situation where you don’t know where the other platoons 

are, there are no real terrain features to go off of, and every house looks exactly 

the same. We would use the tanks but we would garage our trucks. We would just 

leave a few gunners to guard things somewhere out on the edge of the city where it 

was relatively safe. The Bradleys, a lot of the time, would ferry us over to wherever 

we had to clear or we would just walk to wherever it was we were going to clear 

and then we would just act as dismounted infantry. When it was all said and done, 

towards the end we took over a couple houses and parked the trucks around the 

house. We would go dismounted from there and made it a strongpoint.

CI: Is that how you spent the balance of the battle?

CB: No. The most intense part was by far the fi rst few days and that was pretty 

much all mounted. Then as it progressed, it went more and more dismounted, 

but there wasn’t any one point where we did so much of one thing that it was the 

predominant theme for our time in Fallujah. Part of the time we were completely 

mounted, part of the time we were completely dismounted, and part of the time we 

were dismounted with mounted support, so it was a little bit of everything.

CI: At what point did you pull back to Camp Fallujah?
310

CB: During the battle we actually pulled back several times. I believe it was 

only about two days in when they cut us back for about six hours and said we had 

six hours to rest. I forget why, but we decided we had to go back to Camp Fallujah 

to get something, so we drove back there and got a fl at tire on the way there. It 

ended up taking us like a long time so we only ended up getting two hours of sleep, 

but we got whatever it was we had to get back at the base. I’d say over the course 

of a couple weeks that we went back every three to four days, probably a total of 

three or four times.

CI: Did the task force push support out to you for Class III and Class V?

CB: Oh absolutely. There was the LRP and they were initially up in the staging 

area and then they bounded down to the cloverleaf. As we pushed farther south, 

they bounded down to a spot in the open desert off the highway and everything was 

right there. The fi rst full day – the morning of D-plus-one – we started taking tons 

of sniper fi re from everyone from everywhere. I don’t know how many snipers 

there were out there, but they were shooting up our trucks like crazy. One of 1st

Platoon’s trucks got the radiator shot out, we had fl at tires, shot up mirrors and 

windshields, but that stuff didn’t matter. They had to take the radiator out and it 

was only a couple days later that they had the truck back up and running again. 

There’s also the example of Neil Prakash’s tank that hit the anti-tank mine. It blew 

off one or two roadwheels and the entire track on the side of the tank, but it was 

only a day or two later before they had it fi xed and it was back in the fi ght.

CI: Were there any issues in evacuating casualties?

CB: Within the BRT the only casualties were minor, so no. The XO’s driver, 

Specialist Cedars, had a round pierce the front of his truck, came into the driver’s 

seat, hit his groin protector on his body armor and go into his leg. That was a pretty 

minor wound. By the time the bullet got to him it didn’t have much velocity left so 

it was just a fl esh wound. We had a couple guys who got hurt when a truck from 

1st Platoon ran over a mine and their truck was all torn up from it. The guys inside 

were all banged up, like their knees were one giant bruise, but it wasn’t a serious 

life-threatening medical evacuation (MEDEVAC); it was more of a return to duty. 

Our fi rst sergeant, First Sergeant Luther Lancaster, always had a MEDEVAC plan 

because earlier in the deployment my platoon had a couple guys killed from a 

rocket-propelled grenade (RPG) that went through one of the Humvees. It killed a 

guy and more or less went across the top of another guy’s legs and seriously injured 

him. Not that they didn’t have a great MEDEVAC plan then, but after that there 

was always a strong emphasis on a MEDEVAC plan and whenever something 

happened the fi rst sergeant was all over it, so I knew it wouldn’t have been an 

issue. I know with Alpha Company there were defi nitely some issues with Captain 

Sims when he was shot. Granted, they were farther into the city and we were right 

on the edge, so they would’ve had more problems going through a lot more urban 

terrain with casualty evacuation. But like I said, we were very lucky. 
311 

CI: Can you think of any issues that occur to you looking back on the battle in 

terms of training or TLPs or issues of that nature?

CB: I think there’s a whole push starting – and I don’t know if it’s gone 

anywhere yet – of teaching junior leaders to be very adaptive. I don’t know if 

this has necessarily been taught by doctrine before, but there’s a Major Donald 

Vandergriff who works somewhere in DC and he’s published all these papers about 

teaching adaptability. I sent him a couple emails because I thought he was right on 

the point. There were so many times – not just in Fallujah but in all of Iraq – when, 

within fi ve minutes, you needed to be able to do any mission and we always had 

our trucks stocked. My platoon sergeant was great at this sort of thing. You name 

it, he was prepared for any scenario with the equipment we had on our trucks. A 

lot of times we were the quick reaction force (QRF) or even in Fallujah, we needed 

to be ready for anything. You can have the equipment ready but you also need to 

be able to fl ex to any situation, so I think that’s why we were so successful going 

from mounted to dismounted and incorporating other guys into the platoon and 

all that kind of stuff. Not because anybody had trained on it but because, at that 

point in Iraq, through having great noncommissioned offi cers (NCOs), everybody 

had just learned to be adaptive. It wasn’t something that was specifi cally taught or 

incorporated into any previous training.

CI: When you went to Camp Fallujah, how long had you been in country?

CB: We came to Kuwait in February and I would say 1 March is a good date to 

say that everybody was fi nally in Iraq. So by 1 November, we had been in country 

for eight months.

CI: So you guys were on the downhill slide and you’d mentioned earlier about 

so many folks being on R&R so, presumably, past the mid tour point. Like you 

said, the learning had taken place.

CB: Right.

CI: Are there any equipment issues that stand out in your mind, positively or 

negatively?

CB: I really only saw this in the BRT and I don’t know how they pulled it 

off, but they had two weapons mounted on each truck, so each truck had a 240 

and there was one other weapon. So amongst the four trucks, there was a total 

of two more Mk-19s, my truck had a .50 cal, and then the fourth truck had the 

LRAS as its extra weapon – and just the fl exibility in terms of what you wanted 

to fi re. If one weapon jammed, the gunner immediately had another weapon to go 

to. I would say Iraq is predominately a Humvee war so, when you’re a dismount, 

that’s the thing you’re looking to help save your ass if you get into trouble. Having 

that fl exibility and that fi re power, I can’t say enough good things. In terms of 

equipment diffi culties, nothing really springs to mind. I think we were very well 
312

equipped. The Army did a good job for the most part. I’ve seen all that stuff in the 

papers about not having equipment and all that, but we had everything we needed 

and there wasn’t much that I wanted for. Maybe I just didn’t know I was missing 

it because I didn’t have it. But for the most part, I was very pleased with all my 

equipment. I thought everything worked out great.

CI: Did you do any sort of after-action review (AAR) when you recovered to 

Camp Fallujah or when 2-2 turned you loose at the end of the battle?

CB: There was an AAR after the battle, but I didn’t go to it. I saw the slides 

from it and it seemed moderately accurate. The KIA numbers I always got a good 

laugh at because, how do you know how many guys you killed? Nobody was going 

through counting up bodies. We wanted to get out of the city so fast and, by the 

time we were getting out of the city, the Marines were starting to police up the dead 

insurgent bodies and our big goal was to get out of there before that started because 

the last thing any of us wanted to do was put a fi ve-day-old body into a body bag. 

Unless you went into a house right after you did something, it was pretty hard to 

tell whether something was really successful or not. I don’t necessarily trust the 

reliability of those numbers. I don’t know if they’re higher or lower, but I just know 

they probably aren’t what they say they are. Like I said, I never went to the AAR so 

I don’t know if anybody said what we could have done better; but again from my 

perspective, it was a very autonomous fi ght. A lot of times I didn’t have anybody 

telling me what to do. I just made my own decisions and it wasn’t just me: that was 

the experience across the board of most platoon leaders. A lot of times company 

commanders would be sticking with one platoon, and they would get wrapped 

up with that platoon and kind of forget about the rest of their company. I know 

this happened sometimes to Captain Mayfi eld, our troop commander. Whichever 

platoon he was with, he wouldn’t or couldn’t really monitor what was going in 

with the rest of the troop because he was so close to the front of the fi ght – at least 

not the fi rst several days when some guys were mounted, some were dismounted, 

and we were all scattered all over the place anyway. It wasn’t so much like that 

later on in the fi ght when we were all together and straight dismounted on the 

southern side of the city and he started actually controlling the platoons and telling 

us when to bound forward and all that kind of stuff. I don’t think that’s a source of 

blame or anything like that. I think it was just more the nature of the beast with the 

type of fi ghting we were doing in Fallujah. I really think that’s probably the way it 

was in the other companies as well. I never went to an AAR. I know that one big 

one happened but, other than that, we never did any lessons learned. We were just 

happy to get out of there.

CI: At what point were you cut loose and where did you go back to?

CB: We were cut loose around 20 November and pulled out of the city. I was 

one of the fi rst platoons back because, by that point, we had started really rotating 
313 

guys out, like 12 hours back to Camp Fallujah – 12 hours out of 48 you’d be back 

at Camp Fallujah for the last few days. It happened to be my 12 hours when they 

decided to send everybody else back so I was back there before everybody else, 

but it wasn’t more than a day or two and then we had to convoy back to FOB 

Warhorse. The convoys from FOB Warhorse and back to FOB Warhorse were both 

more painful that anything we had experienced the entire two weeks. On the way 

there, we hit a couple IEDs, some trucks were disabled and all that kind of stuff; 

and on the way back, we had a giant CONEX with all our equipment – bags and 

whatever – which was kind of top heavy and it fell off the truck it was on. We were 

in 1st CAV’s sector and it took forever to get back because we had to coordinate to 

use their resources to get it lifted back onto the truck. I know Alpha Company had 

one of their tanks burned up on the way back. They hit an IED with some sort of 

petroleum and it set the whole tank on fi re. I know it wasn’t just us. That route to 

and from Fallujah was pretty nasty and there were a lot of headaches on the way 

there and back.

CI: Are there any other issues about your soldiers, your training or anything 

else that stand out in your mind that you want to discuss?

CB: My regular platoon sergeant had gone on R&R the day we found out we 

were going to Fallujah, so he wasn’t there. At the time, I was close to being the 

next oldest guy in the platoon and I was 24 years old. So you have this 40-year-old 

platoon sergeant and, after that, all these 23 and 24 year olds who are the oldest 

guys in the platoon. I had Staff Sergeant Danielsen who was 23 at the time. He 

acted as my platoon sergeant and I was really amazed. He was a great NCO who 

came into the Army as a private at 17, right after high school, and just rose through 

the ranks and was a stellar performer. Across the board I would say the same thing 

about all the rest of my NCOs. There was Sergeant Mike Cowles, again another 

21- or 22-year-old at the time. He was on the LRAS truck and deserves as much 

credit as anyone for making sure artillery got dropped on all of the right places. 

There was Staff Sergeant Jimmy Amyett, another one of my right hand men, who 

climbed down to clear a spider hole with a fl ashlight and a pistol and shot an 

insurgent in the head. I know people preach about how great the NCOs are but it 

really was impressive to see those guys operate and do their thing. I never had to 

worry. When we were on the ground, it was just two squads and four trucks and I 

never had to worry about managing 18 individuals. I just told my NCOs what to 

do and they did it. The same thing goes for them. They had great sergeants and 

specialists under them so they never had to manage more than one or two chunks 

at a time and it was just amazing to see how well trained they were. I don’t know 

if that’s the same everywhere else in the Army, but when push came to shove it 

was very impressive to see how fl exible and adaptive they were. There were a lot 

of times I wasn’t able to handle everything that was going on and they were able 

to pick up the slack for me. I don’t think enough recognition goes towards those 
314

folks. I just don’t think there was enough recognition pushed down to the soldier 

and NCO level. I was very disappointed about that. I never thought I deserved 

anything for what I did either and was very disheartened when I saw this after the 

battle. It’s kind of the biggest black mark I have about the whole experience.

CI: Do you think that was unique to the battle or to the task force, or was that 

how things worked in your brigade?

CB: They gave out fi ve Silver Stars for Fallujah and maybe in the rest of the 

deployment there were three or four given out for the entire brigade. On the fi rst 

day of the fi ghting, Staff Sergeant Danielsen watched through the LRAS as a sniper 

lined up and took shots at him. The bullets were hitting within inches of him, but 

he stayed in his position because we had a fi re mission coming in and he needed to 

be able to observe it. He wasn’t awarded a Silver Star. Then there was Specialist 

Dawes, one of the loaders on Neil Prakash’s tanks. An insurgent fi red an RPG that 

hit a wall a few feet from him and he didn’t miss a beat. He just picked up his M-16 

and shot the guy before he could put an RPG into the backside of their tank – yet 

I had to fi ght to get him an award because the leadership in 2-2 thought he was 

sitting safe inside a tank the entire battle and couldn’t possibly have done anything 

heroic. I think it was just that everyone was so gung-ho about how Fallujah was 

such a great victory, but it was a perfect example of leadership being awarded for 

just happening to be the guys in charge at the time. I don’t know what the cause of 

it was. I just think it was very disheartening to see that kind of award infl ation and 

I think it was very disrespectful on the parts of those individuals to accept those 

awards when there were other guys out there who really did earn the same awards. 

I think it defl ates the value of other guys’ awards when you see them just getting 

handed out for being a company commander who happened to be in charge of one 

of the companies sent to fi ght in the biggest battle of the year. It is what it is and it’s 

not going to change. I’m not going to say most of those guys didn’t do good jobs 

but I just didn’t see a whole lot of heroism from those people either.

CI: Well, thank you for your time. We’ll stop here.
315 

Glossary

AAR: After-Action Review

A&L: Administration and Logistics

AIF: Anti-Iraqi Forces

ALO: Air Liaison Offi cer

ANGLICO: Air and Naval Gunfi re Liaison Company

AO: Area of Operations

AST: Advisor Support Team

ATC: Air Traffi c Control

BCT: Brigade Combat Team

BDA: Battle Damage Assessment

BMO: Battalion Maintenance Offi cer

BRT: Brigade Reconnaissance Troop

C2: Command and Control

CAS: Close Air Support

CFL: Coordinated Fire line

CMTC: Combat Maneuver Training Center

CO: Commanding Offi cer

COMSEC: Communications Security

CP: Command Post

CSH: Combat Support Hospital

DISCOM: Division Support Command

DSN: Defense Switchboard Network

ECP: Entry Control Point

EOD: Explosive Ordnance Disposal

EPW: Enemy Prisoner of War

FLA: Front-Line Ambulance

FLE: Forward Logistics Element

FO: Forward Observer

FOB: Forward Operating Base

FRAGO: Fragmentary Order

FSB: Forward Support Base

FSC: Fire Support Center

FSCC: Fire Support Coordination Center

FSO: Fire Support Offi cer

GPS: Global Positioning System

HEAT: High-Explosive, Anti-Tank
316

HESCO: A company specializing in pre-fabricated protective structures

HHC: Headquarters and Headquarters Company

HUMINT: Human Intelligence

IBA: Interceptor Body Armor

IED: Improvised Explosive Device

IIF: Iraqi Intervention Forces

ING: Iraqi National Guard

IO: Information operations

IP: Initial Point

IPB: Intelligence Preparation of the Battlefi eld

IR: Infra-Red

JTAC: Joint Tactical Air Controller

LAV: Light Armored Vehicle

LD: Line of Departure

LNO: Liaison Offi cer

LOA: Limit of Advance

LOC: Line of Communication

LRAS: Long-Range Advanced Scout Surveillance System

LRP: Logistics Resupply Point

LZ: Landing Zone

MANPAD: Man-Portable Air Defense

MARDIV: Marine Division

MCLC: Mine Clearing Line Charge

MEDEVAC: Medical Evacuation

MEF: Marine Expeditionary Force

MNC-I: Multi-National Corps-Iraq

MNF-I: Multi-National Forces-Iraq

MOS: Military Occupational Specialty

MOUT: Military Operations on Urban Terrain

MPAD: Mobile Public Affairs Detachment

MSR: Main Supply Route

NCO: Non-Commissioned Offi cer

NIPRNET: Non-secure Internet Protocol Router Network

NOD: Night Observation Device

NVG: Night Vision Goggles

OPCON: Operational Control

PA: Physician Assistant

PSD: Personal Security Detachment
317 

PSYOP: Psychological Operation

QRF: Quick Reaction Force

RCT: Regimental Combat Team

RIP: Relief in Place

ROE: Rules of Engagement

RPG: Rocket-Propelled Grenade

S1: Personnel

S2: Intelligence

S3: Operations and training

S4: Supply/Logistics

S5: Civil-Military Operations

S6: Communications/Electronics

SAW: Squad Automatic Weapon

SIGINT: Signals Intelligence

SINCGARS: Single Channel Ground to Air Radio System

SIPRNET: Secure Internet Protocol Router Network

SPO: Security and Plans Offi cer

TAC: Tactical Command Post

TACON: Tactical control

TAD: Temporary Assigned Duty

TCP: Traffi c Control Point

TDY: Temporary Duty

TF: Task Force

TOC: Tactical Operations Center

TOW: Tube-launched Optically-tracked Wire-guided

TTP: Tactics, Techniques, Procedures

UAV: Unmanned Aerial Vehicle

VBIED: Vehicle-Borne Improvised Explosive Device

WP: White Phosphorous

XO: Executive Offi cer
318

About the Project Team

Mr. Kendall D. Gott retired from the US Army in 2000, having served as an 

armor/cavalry and military intelligence offi cer. His combat experience consists of 

the Persian Gulf War and two subsequent bombing campaigns against Iraq. Before 

returning to Kansas in 2002, he was an adjunct professor of history at Augusta 

State University and the Georgia Military College. In October 2002, he joined the 

Combat Studies Institute where he researches and prepares articles and studies on 

topics of military history. His book-length works include In Glory’s Shadow: The 

2nd Armored Cavalry Regiment During the Persian Gulf War, 1990-1991, Where 

the South Lost the War: An Analysis of the Fort Henry-Fort Donelson Campaign, 

February 1862, and Breaking the Mold: Tanks in the Cities. Mr. Gott is a frequent 

speaker at Civil War roundtables and appeared on a History Channel documentary 

on the Battle of Mine Creek, Kansas, and the documentary Three Forts in Tennessee 

by Aperture Films.

Mr. John McCool is the administrator, editor, and senior interviewer for the 

Operational Leadership Experiences Project which is an oral history enterprise 

based at Fort Leavenworth’s Combat Studies Institute. The OLE Project team 

conducts, transcribes, and archives interviews with military personnel who 

executed key operations in the Global War on Terrorism. Mr. McCool possesses 

a Master of Arts Degree in History from the University of Kansas and has a 

demonstrated background in both public and oral history. He has participated in 

several collaborative projects to include Web-based development endeavors. Mr. 

McCool has focused his research and writing interests on a wide variety of modern 

American political, diplomatic and military history topics.

Mr. Matt Matthews joined the Combat Studies Institute in July 2005 after 

working for 16 years as a member of the World Class Opposing Force (OPFOR) 

for the Battle Command Training Program at Fort Leavenworth, Kansas. Mr. 

Matthews graduated from Kansas State University in 1986 with a BS in History. 

He served as an infantry enlisted man in the Regular Army from 1977 to 1981. He 

was a Cavalry offi cer in the US Army Reserve from 1983 to 1986; and an Armor 

offi cer in the Kansas Army National Guard from 1986 to 1991. Mr. Matthews has 

coauthored numerous scholarly articles on the Civil War in the Trans-Mississippi 

to include Shot All To Pieces: The Battle of Lone Jack, To Play a Bold Game: 

The Battle of Honey Springs, and Better Off in Hell: The Evolution of the Kansas 

Red Legs. He is the author of Global War on Terrorism Occasional Paper 14, The 

Posse Comitatus Act and the United States Army: A Historical Perspective. He is a 

frequent speaker at Civil War Roundtables and he recently appeared on the History 

Channel as a historian for the Bill Kurtis production entitled Investigating History. 

Mr. Matthews is also the former mayor of Ottawa, Kansas.
319 

Dr. Christopher K. Ives serves as an interviewer for the Operational Leadership 

Experiences Project. He possesses a Ph.D. from Ohio State University. Dr. Ives 

works as a defense and business process consultant. His Knowledge and Strategy: 

Operational Innovation, Institutional Failure, US Army Special Forces in Vietnam 

1961-1963 will appear in April 2007 (Routledge/Taylor and Francis Group). He is 

a retired US Army Reserve offi cer with an extensive background in Special Forces 

as well as general purpose forces C4I. Dr. Ives’ next project is a paper for the 2007 

Society of Military History annual conference titled Continuities and Combatants: 

Counterinsurgency in Vietnam.

Ms. Colette Kiszka acts as the Project Technician and Transcriptionist for the 

Operational Leadership Experiences Project at the Combat Studies Institute. She 

uploads the completed oral interviews onto Fort Leavenworth’s Combined Arms 

Research Library website. She has an extensive administrative background that has 

led her to work in and around the US Army for over 25 years. As a retired Army 

spouse, she feels most at home within the military environment and thoroughly 

enjoys working at Fort Leavenworth, Kansas.

Mrs. Jennifer Vedder is a Military Analyst currently charged with transcribing 

interviews for the Combat Studies Institute’s Operational Leadership Experiences 

Project. Mrs. Vedder possesses a Masters of Science Degree in Health Care 

Administration and has previously served as an offi cer on Active Duty in the 

Medical Service Corps.

Ms. Jennifer Lindsey is an editor for the Research and Publications team at 

Ft. Leavenworth’s Combat Studies Institute. She is a graduate of the University 

of Kansas with a BS in Journalism/Broadcast News. She spent many years as a 

television news producer for NBC, ABC, CBS and FOX in Kansas City and San 

Diego. She has also worked as a freelance writer in corporate communications and 

for numerous publications.