Estes Covers 1-4.indd 1 
Estes Covers 1-4.indd 2 
U.S. Marine Corps Operations in Iraq,
 

2003–2006
 

by
 

Lieutenant Colonel Kenneth W. Estes
 

U.S. Marine Corps (Retired)
 

Occasional Paper 

History Division
 

United States Marine Corps
 

Quantico, Virginia
 

2009
 
Other Publications in the Occasional Papers Series 

Vietnam Histories Workshop: Plenary Session. Jack Shulimson, editor. 9 May1983. 31 pp. 

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

11 December 1984. 48 pp. 

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

compiler.April 1985. 54 pp. 

Alligators, Buffaloes, and Bushmasters:The History of the Development of the LVT Through 

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

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

USMC (Ret). 1988. 93 pp. 

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

295 pp. 

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

USMC (Ret). 1988. 123 pp. 

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

1988. 145 pp. 

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

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

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

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

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

editor. 1990. 420 pp. 

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

Young, USMCR. 1990. 246 pp. 

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

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

USMC (Ret). 1992. 89 pp. 

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

Bartlett, USMC (Ret). 1995. 47 pp. 

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

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

Thomas Holcomb and the Advent of the Marine Corps Defense Battalion, 1936-1941. 

David J. Ulbrich. 2004. 78 pp. 

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

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

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

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

Marine Advisors:With the Vietnamese Provincial Reconnaissance Units, 1966-1970. Colonel 

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

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

2009. 36 pp. 

2
 
 

 

 

Table of Contents
 

Foreword ..................................................................................................... 5
 

Preface......................................................................................................... 7
 

Part I–The Campaign against the Insurgency
 

Chapter 1: The Return to Iraq..................................................................... 9
 

Chapter 2: The Deployment ..................................................................... 19 


Chapter 3: Operations in al-Anbar Province............................................. 25
 

Chapter 4: First al-Fallujah Battle and its Aftermath.................................. 33
 

Chapter 5: Second Fallujah Battle............................................................. 49 


Chapter 6: Operations post-Fallujah ......................................................... 67
 

Part II–Protecting the New Iraqi State
 

Chapter 7: The Mission Continues............................................................ 73
 

Appendices:
 

Chapter 8: Into the Fray............................................................................ 81
 

Chapter 9: Protecting Self-Rule................................................................. 89
 

Chapter 10: Protecting the New Iraq ....................................................... 97
 

Chapter 11: Redeployment and Relief.................................................... 109 


Chapter 12: Continuous Operations....................................................... 117
 

Epilogue: New and Old........................................................................... 125
 

Endnotes.................................................................................................. 129
 

A–Command and Staff List ...................................................................... 137
 

B–Terms and Abbreviations ..................................................................... 143
 

C–Chronology ......................................................................................... 147
 

D–Reviewers ........................................................................................... 153
 

3
 
4
 
Foreword
 

The History Division has undertaken the publication for limited distribution of various studies, theses, compilations, bibliographies, monographs, and memoirs as well as proceedings at selected workshops, seminars, symposia, and similar colloquia, which it considers to be of significant value for audiences interested in Marine Corps history. These “Occasional Papers,” which are chosen for their intrinsic worth, must reflect structured research, present a contribution to historical knowledge not readily 

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

It is the intent of the division that these occasional papers be distributed to select institutions such as 

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

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

Dr. Charles P. Neimeyer
 

Director of Marine Corps History 


5
 
6
 
Preface
 

This is a story about Marines and a tough mission: the Marines of I and II Marine Expeditionary 

Forces were deployed to Iraq during 2004–2006 and confronted a violent insurgency and a nation in 

chaos. Though the Marines came to fight—they did so admirably in al-Fallujah, ar-Ramadi, and other hot 

and dusty locales in al-Anbar Province—they also laid the foundation for a secure and stable Iraqi society. Though security and stabilization seemed improbable if not impossible in al-Anbar Province, the 

apparent intractable insurgency was beaten with gritty determination that Marines have always brought 

to the fight. Besides using warfighting skills, the Marines also employed their expertise in civil affairs to 

help rebuild a nation in disarray. 

The military occupation of al-Anbar Province required patience, perseverance, and fortitude. The 

cities and towns were damaged, inhabitants demoralized, and little remained of civil authority. Hopes 

remained high that the occupation would be short–lived and that the Iraqis would pick themselves up 

and rebuild. However, those hopes died hard on the harsh realities of post-invasion Iraq. As the Marines 

took up new and unplanned responsibilities, insurgent violence continued and increased, generated by 

the national disarray of all social institutions. For the I and II Marine Expeditionary Forces, nation building and combat operations would proceed alongside one another for most of their service in Iraq. 

A work of this kind necessarily depends on the help and advice of many people. The original concept of assigning this volume to an independent historian came from discussions in 2005 between thenLieutenant General James N. Mattis, commanding the Marine Corps Combat Development Center, and 

Major General Donald R. Gardner (Ret), President of Marine Corps University. Major General Gardner 

launched the project and arranged for my appointment as a research fellow of his institution during 

2006–08. 

Officers and enlisted Marines of Inspector-Instructor, 4th Landing Support Battalion, Ft. Lewis, Washington, cheerfully provided office space and support for my research and writing. Their readiness to 

assist extended in many instances to their advice and valued explanations of current procedures and 

operational matters, including in several cases experiences in Iraq during the period treated by this 

work. In particular, I thank Lieutenant Colonel Richard C. Smith, Major Wesley E. Souza, Captain Gregory J. Chester, Captain Christopher J. Murphy, Sergeant Major Thomas Glembin, and Staff Sergeant M. 

E. Johnston. 

The Marine Corps University Foundation and Marine Corps Heritage Foundation supported me with 

a combined fellowship in 2006–08, administered by Brigadier General Thomas V. Draude (Ret). The 

staff of the Archives Branch, Library of the Marine Corps, Gray Research Center at Quantico, principally 

Michael Miller, Director, and Dr. Jim Ginther, Manuscript Curator, facilitated my use of their document 

collection. Mr. Scott A. Allen assisted me in understanding some of the contributions of the Marine Corps 

Systems Command to the campaign under study. 

At the Marine Corps History Division, I enjoyed the camaraderie and shared knowledge of Charles 

Neimeyer, Director; Colonel Richard Camp and Colonel Patricia D. Saint, Deputy Directors; Charles Melson, Chief Historian; Fred Allison, Oral Historian; and Master Gunnery Sergeant Robert A. Yarnall, historian. I received assistance from the Reference Section: Danny A. Crawford, Robert V. Aquilina, Lena 

M. Kaljot, Annette Amerman, Kara Newcomer, and Shelia Boyd. This work benefited from the editorial 

review of Colonel Charles A. Jones and the efforts of Julie H. Robert, History Division intern. The Editing and Design Section oversaw final production: Ken Williams, Greg Macheak, Wanda Renfrow, Vince 

Martinez, and Steve Hill, who was the primary designer on the project. 

Kenneth W. Estes
 

Lieutenant Colonel
 

U.S. Marine Corps (Retired)
 

7
 
8
 
Part I: The Campaign Against the Insurgency
 

Chapter 1: 

The Return to Iraq 

The End of the 2003 Campaign 

The long, hot summer of 2003 drew to a close 

for the Marine Corps forces remaining in Iraq. The 

brief offensive of March-April had become an unplanned occupation and peacekeeping campaign. 

Lieutenant General James T. Conway’s I Marine 

Expeditionary Force (I MEF) staff had announced 

the transition to “Post-hostility Operations” on 15 

April, and the redeployment to a new operating 

area to the south of Baghdad ensued. The scope 

of Operation Iraqi Freedom shifted into security and stability operations, facilitating humanitarian assistance and restoring civilian rule. Furthermore, the Marine Corps presence in Iraq loomed 

more temporary than ever with the identification 

of follow-on military contingents of the loose Coalition organized by the United States and United 

Nations that would take over these duties upon 

their arrival in Iraq. 

Major General James N. Mattis had set the tone 

for the stability and security operations by drastically cutting his 1st Marine Division troop list 

from some 23,000 to 8,000 Marines retaining only 

seven battalions of infantry and two light armored 

reconnaissance (LAR) battalions under a reduced 

division headquarters. These occupied seven key 

“governorates” or provinces and worked to reinstate local police and security functions and revive 

the municipal services and public utilities. The 

3d Marine Aircraft Wing (Major General James F. 

Amos) largely redeployed to the United States, 

leaving behind two detachments with 18 helicopters for support, and the Marine Logistics Command (Brigadier General Richard S. Kramlich) 

worked in Kuwait to reload materiel into ships 

and aircraft, supported the remaining units and 

redeployed itself, leaving a special purpose Marine air-ground task force under Brigadier General Ronald S. Coleman to end the Marine Corps 

presence in the theater.1 

Lieutenant General Conway held a transfer of 

authority ceremony with the Polish Army commander of the Multinational Division Center– 

South on 3 September, and the rest of his Marines 

began their redeployment. A 1st Marine Expeditionary Brigade command element briefly served 

as interim higher headquarters during the redeployment period. All was not well in the city of 

an-Najaf, however, and a further three weeks of 

patrolling and occasional fighting fell to 1st Battalion, 7th Marines before a turnover could be effected. This unit was the last Marine Corps battalion to return to the U.S. in 2003. The 1st Marine 

Division sustained no combat deaths during its 

stability and security operations campaign period. 

On 9 December 2003 Company C, 4th LAR Battalion returned to Salt Lake City, Utah, after three 

months in Iraq followed by a six-month Unit Deployment Program rotation in Japan, the last Marine Corps organization to reach home station. 

Marines of the special purpose Marine airground task force continued its mission into November along with a few other small elements, 

such as Detachment B of the 4th Air-Naval Gunfire Liaison Company, which supported the Multinational Division Center-South; 5th Platoon, 

Fleet Antiterrorist Security Team (FAST), providing security for the U.S. Embassy, Baghdad; and 

some 556 Marine Corps personnel remaining in 

Iraq and Kuwait. Before departing for the United 

States, Major General Mattis questioned Brigadier 

General Coleman about some of his equipment 

in the hands of the special purpose Marine airground task force. Major General Mattis thought 

he might need the equipment soon, and set 10 

November 2003 as the date when the entire division’s personnel and equipment would be combat ready.2 

As the combat forces that conducted the original invasion and occupation phase left Iraq, the 

13th Marine Expeditionary Unit (MEU) arrived in 

the Persian Gulf and reported to the Fifth Fleet 

on 29 September. These periodic and overlapping 

Marine Expeditionary Unit deployments operated 

as part of the theater reserve for the Combatant 

Commander, U.S. Central Command, Army General John P. Abizaid, during the remainder of Operation Iraqi Freedom. In this case, the 13th MEU 

operated with the British-led Multinational Division-Southeast. Landing elements included 1st 

Battalion, 1st Marines at Kuwait Naval Base and 

Umm Qasr, the Marine Expeditionary Unit that 

conducted anti-smuggling and security missions 

on the Faw Peninsula during 11–25 October. 

9
 
By this time, discussions in Washington D.C. 

had advanced to the stage that a U.S. force rotation plan developed, and planners at Headquarters U.S. Marine Corps began to assess another 

deployment to Iraq in addition to the demands of 

reforming and reconstituting the forces now returning from the 2003 campaign. 

The staff of Headquarters U.S. Marine Corps 

estimated that providing such a force for the next 

Iraq rotation would delay the normal unit deployment cycle another year, disrupt the maritime 

prepositioned shipping reconstitution by again 

drawing essential equipment and drastically affect the Marine Corps personnel policy governing deployment length, reserve mobilization, resumption of “stop-loss” actions and cause intangible effects on retention in both active and reserve 

components.3 

Fielding I MEF for combat operations in Operation Iraqi Freedom caused considerable disruptions in the forces and the supporting establishment of the Marine Corps during 2002–03. The 

Corps mobilized approximately 22,000 reservists by 1 May 2003 and still retained over 10,500 

on duty in mid-October. A planned maximum of 

3,000 would remain on active duty after March 

2004 for augmentation tasks by continued call-up 

and demobilization of reservists. Active duty end 

strength had also climbed because of “stop-loss” 

and “stop-move” manpower directives, reaching 

a peak of 179,630 in July 2003, but it then subsided to 177,756 at the end of September and presumably would return to the authorized 175,000 

by March 2004. 

Maintaining routine deployments to Okinawa 

had required moving several battalions and aircraft squadrons from Operation Iraqi Freedom to 

the United States and then to Okinawa with 90 

days or less at home station. These measures, and 

the extended deployment of other battalions and 

one reserve infantry battalion, would restore the 

planned ‘normal’ unit deployment cycle to Okinawa by 2005. 

Of equal concern to headquarters was the 

need to reconstitute the floating equipment pools 

carried in the three maritime prepositioned ship 

squadrons that had all been used as part of the 

strategic deployment of I MEF to Kuwait at the 

end of 2002. The forecast estimated the basic 

reconstitution of the three squadrons by March 

2004. The staff identified further challenges in replacing aviation ordnance, antitank missiles, and 

overcoming the depot overhaul backlog, but the 

larger question remained that of supporting the 

next Marine Corps contingent in Iraq. 

The Continuing Campaign in Iraq 

With the apparent need to redeploy Marines to 

Iraq, General Abizaid had to determine the forces, based upon his assessment of the security situation in Iraq. The shortfall in Coalition troops 

meant that the U.S. would have to replace one or 

two Army divisions in March 2004. Although the 

final decision would not be taken until the end of 

the year, the estimate of the Joint Staff forecasted 

the need for three to six battalions each from the 

Army and Marine Corps. The Commandant, General Michael W. Hagee, decided to plan for the 

deployment of a Marine division built around six 

infantry battalions with commensurate aviation 

and logistics support. 

General Hagee and his staff saw a key issue in 

the period of deployment and how it would affect 

the rest of the Corps. A seven-month deployment 

would permit much more flexibility in meeting 

global requirements while maintaining unit cohesion. He resolved to take this proposal to the Secretary of Defense, Donald H. Rumsfeld.4 

On 5 November 2003, Secretary Rumsfeld announced officially that Marine Corps units would 

return to Iraq as part of the U.S. troop rotation. 

The first 20,000 Marines and sailors of the Camp 

Pendleton I MEF were expected to replace the Army’s 82d Airborne Division by February 2004. The 

deployment was expected to last seven-months 

with another 20,000-strong Marine force replacing them after that for another seven-months.5 

General Hagee’s decision and planning guidance of 27 November settled the future of Marine 

Corps deployments to Operation Iraqi Freedom. 

Marine Forces, Central Command would be provided with a reduced Marine Expeditionary Force 

(Forward) for operations in Iraq. In addition to 

its command element, a reduced Marine division 

with nine infantry battalions would meet the Joint 

Staff and Combatant Commander, U.S. Central 

Command requirement and would be accompanied by an aircraft wing and force service support 

group, both reduced and tailored for the smaller 

ground combat element envisioned. 

The key elements of General Hagee’s guidance 

reflected the earlier concerns over the reconstitution of Marine Corps forces in the aftermath of the 

2003 campaign. A seven-month unit rotation poli10
 
cy was the cornerstone of the planning guidance. 

Although the Army and other services planned 

their deployments to Iraq for a 13-month cycle, 

General Hagee wanted to maintain the by-now 

customary deployment of six to seven months 

that had the best chance of preserving the continuing operations of the Corps in its global commitments: the forward deployed III MEF in Japan 

and the Marine Expeditionary Unit deployments 

from the east and went coast organizations to the 

Mediterranean and western Pacific. 

General Hagee authorized the Marine Forces 

Central Command planners to draw as required 

from the scheduled unit deployments to III MEF 

(except for the 31st MEU) for its force list. The 

preservation of the Marine Expeditionary Unit 

deployments continued to meet global requirements, although the Marine Expeditionary Units 

had already served in combat when detailed by 

the Combatant Commander, U.S. Central Command. To meet materiel concerns, General Hagee’s guidance requested the maximum use of 

in-theater turnover of equipment between rotating units and acquiring Army equipment used in 

the 82d Airborne Division and 3d Armored Cavalry Regiment area of operations not common to 

Marine Corps unit tables of equipment, such as 

new counter-battery radars, uparmored wheeled 

vehicles and various other items. Finally, General 

Hagee authorized the issue of equipment stored 

on Okinawa and with the maritime prepositioned shipping squadrons, with exception of the 

first maritime prepositioned ship squadron that 

had been reconstituted: Maritime Prepositioned 

Squadron 3, based in the Marianas. 

Obviously, the intended demobilization of the 

Marine Corps Reserve would prove temporary. 

Further deactivations continued past 17 December even as 3d Battalion, 24th Marines activated. But the activation of an infantry battalion as 

well as other units added over 3,000 reservists to 

the active force, not counting individual augmentations, by the time the 2002–03 activations had 

been demobilized by March 2004.6 

Problems in Iraq 2003–04 

Although the planning process by the United 

States for the invasion of Iraq had exceeded a 

year, very little planning for Phase IVB (post-hostilities) existed by the time 1st Marine Division 

assumed its responsibilities south of Baghdad in 

2003. Instead, most authorities assumed that the 

Iraqis would replace its government with new 

leaders and that intact governmental bureaucracies would return to work and assist immediately 

in the recovery effort. After the combat phase had 

ended, however, U.S. and Coalition forces saw a 

gravely deteriorated Iraq. The forces in theater 

had focused on the offensive operations in conducting the Iraq campaign. The questions of military government and reconstruction efforts had 

to be left to other organizations that presumably 

would assume responsibility for this effort after 

combat had concluded. The rapid termination 

of formal combat left only the combat forces in 

theater. Thus, the occupiers of Iraq in April 2003 

faced several harsh realities. 

The Army’s V Corps headquarters converted to 

Combined Joint Task Force 7 (CJTF-7) and now 

began exercising command and control over a 

multi-national force eventually drawing contingents and representatives from over thirty countries. Its responsibilities extended over all Iraq, 

and it reported directly to the new Coalition Provisional Authority (CPA). The CPA was the newly 

formed occupation authority established by the 

U.S. government to oversee the establishment of 

a new Iraqi government. From this combination 

of agencies, a new Iraq, with reformed political 

institutions, rebuilt infrastructure, and a re-energized society was supposed to emerge. 

Events would prove the Army’s first planning effort too optimistic and limited. Assuming 

a steady improvement in general conditions in 

Iraq, CTF-7’s initial campaign plan of June 2003 

considered that the security situation would see 

decreased opposition to U.S. forces. The CPA, 

the highest U.S. political agency in the country, 

would presumably revive native institutions and 

governmental bodies at local and national levels. 

The ongoing U.S. military actions would destroy 

surviving paramilitary forces, and support for former regime loyalists, such as Ba’athist leaders, 

would decrease as they were captured, tried, or 

killed. The presumed improvement of basic services and the transfer of Iraqi sovereignty to an 

interim government would undercut the opposition of radical anti-western religious groups and 

potential violence between factions in the country. Above all, it assumed that Iraqi institutions, 

which had survived the combat phase as well as 

the final years of the Hussein regime were capable of performing their usual functions and security efforts. The end of combat would also bring 

11
 
economic recovery and permit the repairing of 

damaged infrastructure, thus promoting a newly 

emerging democratic government and discrediting anti-western factions. 

The campaign plan called for destroying the 

remaining enemy irregular forces and installing 

Iraqi Civil Defense Corps forces during July 2003. 

At the same time, an Iraqi Army would begin to 

form, public services would resume functioning, 

and U.S. military forces could free manpower 

for new initiatives. These last actions would include beginning a program in August for training the new Iraqi Army as well as neutralizing 

subversives or terrorists and defeating remaining 

criminal gangs. Protecting the first local elections 

would encourage transitions to local authority, 

permitting the removal of U.S. forces from urban 

areas. The Army planned to move out of the cities into consolidated forward operating bases in 

late September and to be ready to conduct combat operations, assist or otherwise reinforce Iraqi 

security forces, and even expand the divisional 

zones of responsibilities as organizations such as 

the airborne units and 3d Armored Cavalry Regiment began to redeploy to home stations. The 

“end state” under this plan foresaw killing or detaining all Ba’athist party members, paramilitary 

force commanders and structure, criminal elements, and defeating any terrorist or other type 

of threat to the Iraqi government. The plan expected that the Iraqis would provide military forces, a capable police force, and establish an interim government with a new army in training. A 

single U.S. light infantry division would suffice to 

replace the multi-division occupation force of the 

previous six months. 

As the initial assumptions proved incorrect and 

a multi-faceted Iraqi insurgency began to develop, a new U.S. campaign plan emerged in August. 

In the new plan, the commander, Combined Joint 

Task Force 7, Army Lieutenant General Ricardo S. 

Sanchez, USA, stated his mission was simultaneously conducting combat operations and stability 

and security operations as well as preparing to attack adjacent sectors to support missions ordered 

by higher headquarters. Combat operations were 

designed to destroy enemy forces, to establish a 

secure environment, while stability and security 

operations were designed to support the establishment of Iraqi sovereignty. 

In addition, the Army now planned to train 

and to equip the Iraqi security forces, including 

police, civil defense, facility protection services, 

and the new Iraqi Army. A humanitarian assistance program to prevent unnecessary hardship 

on the population of Iraq worked together with 

efforts to restore essential services to the communities. The protection of key sites, such as water, power, and sewage plants also contributed to 

general security and recovery. The Army saw the 

need to protect its own lines of communications 

and to synchronize its operations with higher political and military headquarters in Iraq. The vast 

number of unexploded and cached munitions 

and arms required extensive searches throughout 

the country. 

Significant new features of the Combined Joint 

Task Force Seven campaign plan included continued combat operations because the enemy 

now demonstrated increasing resiliency. Instead 

of being able to eradicate enemy resistance and 

bring security to the area of operations, Combined Joint Task Force Seven now recognized the 

long-term nature of the current struggle and proposed to defeat the former regime forces, to neutralize extremist groups, and to reduce crime by 

50 percent. To accomplish these goals, it would 

establish, equip, and train a large security force 

to replace the Iraqi security forces; municipal police; battalions of Iraqi Civil Defense Corps; and 

thousands of Facilities Protection Service guards. 

A large array of public works projects, funded 

by a variety of programs as well as conventional civil affairs programs, would assist in restoring 

economic prosperity to Iraq and maintaining a 

sustainable quality of life, especially in the supply of power, fuel, water, and sanitation services. 

The reopening of Baghdad International Airport 

and introducing a new currency were considered 

major benchmarks. Finally, Combined Joint Task 

Force Seven assisted at all levels of government 

to install viable and fair neighborhood, district, 

and city governing councils. 

The initial deployment for combat, under Operation Iraqi Freedom, would likely last a full year, 

with a relief by the U.S. and Coalition forces anticipated sometime in the spring of 2004. Before 

relief could occur, however, the Army brigades 

that had fought in the major combat operations 

before the occupation phase of Operation Iraqi 

Freedom required earlier return to their posts to 

meet the desired 365-day maximum period away 

from those posts. This return meant that the 82d 

Airborne Division, 101st Air Assault Division, and 

12
 
3d Armored Cavalry Regiment would have to depart early in the relief cycle. 

Since the collapse of formal resistance by Iraq 

on 1 May, the former regime’s forces had continued to mount attacks on Iraqis and Coalition 

forces. Extremists, such as local fundamentalist 

paramilitary and militia groups joined by newly arrived international terrorist groups, posed a 

lesser threat. Individual and organized criminal 

activities had appeared even before the occupation of Iraq began. Under a concept of “an adapting enemy,” the campaign plan foresaw an opposition capable of changing tactics and targets 

to avoid U.S. actions and adjusting to counteract 

the improving local security measures. Actions 

against the former regime forces and the reduction of criminal activities to manageable proportions, however, could bear fruit by the beginning 

of 2004. The assumption was that only extremist 

groups, the most unpredictable enemy, would remain likely opponents by the time of the turnover 

to the 2004 relief forces. Until then, the most likely enemy actions would come in the form of isolated, random, and individual attacks with occasional primitively organized or combined attacks. 

Less likely, but much more dangerous, would be 

the enemy mounting an organized, well-targeted, 

and highly lethal attack. In addition, the potential 

for the enemy to disrupt political reconstruction 

of the country with political assassinations was 

well recognized. 

The end result, proposed in the August campaign plan, was a safe and secure environment 

gained by a much more vigorous level of U.S. activities. With former regime forces eliminated and 

crime curtailed by Iraqi police and security forces, 

the final threat of extremists would be handled 

by increased vigilance of a large police, Facilities 

Protection Service, and Iraqi Civil Defense Corps 

force. Extremism would also lose its power and 

appeal with a marked improvement in quality of 

life, a growing economy, and political stability 

brought to the country and its capital city. The 

improved stability and self-reliance of the civilian government and local security forces would a 

greater reduction in U.S. forces such that incoming Marine and Army divisions could occupy military facilities under construction in Iraq.7 

The Force Takes Shape 

The I MEF and 1st Marine Division operational planning teams worked on the force structure, 

framed the mission, and formulated tasks and 

task organizations from late September through 

19 October 2003 and then identified units to be 

provided to the Coalition by mid-December. The 

I MEF command element would require its usual detachments of civil affairs, intelligence, force 

reconnaissance, communications, radio, air-naval 

gunfire liaison, and Army psychological operations units, all gathered under the administration 

of the I MEF Headquarters Group. The 1st Marine 

Division organized its combat power around two 

reinforced infantry regiments or Regimental Combat Teams (RCT), each with three infantry battalions (a light armored reconnaissance (LAR) battalion was the third battalion in one regiment), a 

combat engineer company, and a combat service 

support detachment. The division also had an 

artillery battalion transformed into a provisional 

military police unit, a tank company, and an assault amphibian company. The 3d Marine Aircraft 

Wing (Forward) planned to employ a single aircraft group with no fixed wing aircraft, (except 

for tanker and liaison airplane detachments), but 

six helicopter squadrons: three medium lift squadrons, one heavy lift squadron, and two light-attack 

squadrons. An unmanned aerial vehicle squadron 

and an air defense battalion also accompanied 

the group for air control and ground support. The 

1st Force Service Support Group (Forward) organized separate support groups for the eastern 

and western sectors to support two regiments of 

the division, allocating remaining support into a 

brigade service support group for the rest of the 

force. An engineer contingent included a naval 

mobile construction battalion (the “Seabees”), 

three engineer and engineer support companies, 

and several companies of military police. 

The members of the entire I MEF had returned 

to home stations in 2003, experienced in combat, and stability and security operations. Inevitably, many units had to be disbanded because of 

transfers and expired terms of service. Replacements had to be obtained, prepared to assume 

their assignments, and be trained in the valuable 

lessons learned in the 2003 campaign. For the 

veterans, combat debriefs and warrior transition 

briefs overseas continued into an organized postcombat transition in the United States. Training 

schedules, family support, and maintenance programs were designed to maximize leave, to retain 

cohesion, and to preserve combat readiness. 

13
 
Before the 1st Marine Division departed Kuwait, each of its units had to inspect and inventory equipment, opening repair orders, and listing 

shortages such that replacement items and repair 

parts would be available upon arrival at home 

stations. The Division recuperated at its California 

home bases but toiled anew to refurbish its materiel and to prepare its personnel for operations 

anywhere. 

By 1 October 2003, all but the last two units 

of 1st Marine Division that had returned from 

Iraq reported a full mission capable status—the 

highest readiness rating. By 1 December, the last 

two battalions that had been delayed in Iraq until 

September were combat ready, and on 5 January 

2004, the division was rated fully mission capable. 

At a cost of $79.9 million, extensive planning and 

much effort, the division was prepared for immediate deployment. However, the 2d Marine Division still had 25–30 percent of its equipment deployed and faced numerous deadlines for maintenance of armored vehicles, artillery, and medium 

trucks. Only gradually did it improve its readiness 

to mostly mission capable by year’s end.8 

The 1st Force Service Support Group reorganized in November 2003 into the “expeditionary 

template” organization long under study in the 

Marine Corps. This measure sought to change the 

combat service support echelon of Marine Corps 

forces from the traditional garrison units that had 

to be reorganized for each deployment according 

to ad hoc conditions into a permanent organizations with designated commanders and staffs, exercising command and control both in garrison 

and when deployed. Intended for a nine-month 

“proof of concept” period, Brigadier General 

Kramlich ordered the creation of Combat Service 

Support Group 11 (CSSG-11) as a combat support 

group led by the commander of the transportation support battalion, and CSSG-15 as a general 

support group led by the commander of the supply battalion. This program later evolved into the 

redesignation of the force service support group 

to a Marine Logistics Group (MLG) in November 

The 3d Marine Aircraft Wing began returning 

to home stations in July 2003 and was engaged in 

routine training and operations by the end of the 

month. The return of Medium Helicopter Squadron 165 on 1 August represented the return of 

its last aircraft unit except for small detachments 

remaining to support the I MEF stability and security operations campaign. The reloading of aviation equipment aboard the maritime prepositioned shipping posed the biggest challenge, and 

reloading the eleven ships at al-Shuyaiba, Kuwait lasted until November. In a typical activity, 

teams scoured several sites in Iraq to recover expeditionary airfield components, principally AM-2 

matting, that had remained unaccounted for but 

was later discovered. A three-day convoy of 47 

vehicles covered 900 miles to recover $1.2 million 

in matting. On September 12, the bulk of wing 

personnel that had remained in Iraq returned to 

their California stations.10 

The Mission Defined 

During October, the Joint Staff decided that 

the Marine Corps would not relieve the 101st Airborne Division in Mosul. Instead, the Marines relieved the 82d Airborne Division, which formally became the I MEF mission for Operation Iraqi 

Freedom II. Located in al-Anbar and northern 

Babil Provinces—the heart of the Sunni Triangle 

and the anti-Coalition insurgency west of Baghdad—this area of operations posed challenges 

unlike those of the initial I MEF stability and security operations campaign. The Northern Babil 

area was familiar to Marines as the northern part 

of the I MEF area of operations in Operation Iraqi 

Freedom I and a key nexus of the Shi’ite and 

Sunni majorities in Iraq. The I MEF and division 

operations planning team now studied the rest of 

the area of operations intensely, paying particular 

attention to terrorist infiltration routes, termed “rat 

lines,” extending from Syria to the major cities of 

al-Fallujah and ar-Ramadi. 

In contrast to the low level of insurgency and 

crime in the rest of Iraq, al-Anbar Province presented an active insurgent infiltration route, sanctuary, and training ground and a latent flash point. 

The original U.S. offensive through this area during Operation Iraqi Freedom I had bypassed most 

population centers and focused on enveloping 

Baghdad to the east. Accordingly, most elements 

of the former regime loyalists that constituted the 

initial uprising against Coalition forces—veterans 

of the Republican Guard, Iraqi Intelligence Service and Ba’ath Party—remained relatively intact 

as organizations. After the initial combat operations ended, a single armored cavalry regiment 

patrolled a vast area the size of North Carolina. Such a weak presence squandered the war’s 

gains and allowed an excellent enemy sanctuary 

14
 

2005.9 
to flourish. The Sunni population in this area had 

lost its preeminent social and political standing 

after the Hussein regime fell. Although most of 

the population did not actively work against the 

Coalition forces, many did render support to the 

former regime loyalist movements. 

The geographical isolation of al-Anbar Province, juxtaposed to the extensive Iraqi borders 

with Saudi Arabia, Jordan and Syria, provided 

potential cross-border sanctuary and support for 

the insurgency. Age-old smuggling routes, tribal cross-border associations, and active Syrian 

support provided the insurgents a steady supply 

of money and sanctuaries. The Ba’ath political 

connection with Syria facilitated the insurgency. 

Radical elements desiring entry could infiltrate 

through a system of safe houses, counterfeit document providers, training areas, and routes that 

lay within the area of operations. 

The insurgents had a ready source of munitions 

and arms; vast stocks existed in the area. Army 

sources identified 96 known munitions sites and 

indicated innumerable uncharted ones. A large 

portion of Iraq’s arms industry was centered in 

the area—particularly in al-Ameriyah, Mahmudiyah and Iskandariyah. Although some localities 

had arms shortages and the price of weapons increased by Coalition actions, the enemy had few 

supply problems for its commonplace weapons: 

AK-47 rifles, explosives, ammunition, mortars, 

and rocket propelled grenades (RPG). 

The Army’s Task Force Baghdad conducted 

Operation Longstreet (26 Aug–9 Sep 2003) in alAnbar and northern Babil Provinces, which revealed key sanctuaries and infiltration routes that 

likely fed the insurgencies throughout Iraq. Consequently, the U.S. Central Command combatant commander planned for even larger forces; 

an Army brigade combat team would join the 1st 

Marine Division. Additional battalions of infantry 

entered the division troop list, as did a small boat 

detachment and a requirement for counter battery radars.11 

In his 12 December 2003 report to General 

Abizaid, Lieutenant General Conway sent his final force list for the Operation Iraqi Freedom II 

deployment, although the rotation units for the 

second six month period had yet to be identified.12 (For detailed task organization, see Appendix G.) 

This unique organization initially contained no 

artillery, except for that organic to the Army’s 1st 

Brigade. Marine Corps and Army infantry were 

cross-attached, with 2d Battalion, 4th Marines 

joining the Brigade and the Army’s 1st Battalion, 32d Infantry attached to Regimental Combat 

Team 1 (RCT-1). The Marine Corps infantry contingent had grown in barely a month from the 

original planning level to a total of eight infantry battalions, one reconnaissance battalion, and 

one LAR battalion. The Army brigade contributed 

three more battalions, including an armor battalion partly reformed as vehicle-mounted infantry 

but retaining some tank strength. This task organization was augmented, near the time of embarkation, with artillery batteries A and E, 11th 

Marines. These two batteries arrived on 28 February 2004 and drew eighteen howitzers from the 

prepositioning ships supporting the deployment. 

Counterbattery fires against indirect fire attacks 

from the insurgents became the initial mission for 

these two batteries. Later, when needs became 

more urgent, the equipment aboard the maritime 

prepositioned shipping would permit very rapid 

reinforcement of the Marine division.13 

In all, the I MEF contingent provided much 

more combat power than the 3d Armored Cavalry 

Regiment and two brigades of the 82d Airborne 

Division that had secured al-Anbar Province to 

date. Lieutenant General Conway had no illusions 

about the changed circumstances of the new deployment to Iraq of I MEF, but he regarded the innate strengths of his organization as adequate. 

I MEF Assesses the Stakes 

The 2003 stability and security operations campaign had validated much of the improvised Marine Corps actions, demonstrating that the historical Marine Corps response to counterinsurgency operations remained valid. Among the strong 

points revealed in that experience, Lieutenant 

General Conway cited the most noteworthy aspects as: 

•	 Stability operations were initiated immediately. Marines demonstrated the mental and physical ability to shift rapidly from 

combat to stability operations. The MEF was 

engaged in security and stability operations 

outside Basrah only a week after crossing the line of departure. These operations 

were occurring in the south even as combat 

operations continued in the north outside 

Baghdad. 

15
 
•	 Focus on children. Whenever possible 

the MEF tried to move quickly to accomplish any project that benefited Iraqi children (mine unexploded ordnance awareness, construction and repair of playgrounds and schools, and Operation Soccer 

Ball). The belief was that the quickest way 

to win support from the adults was to improve the quality of life for their children. 

•	 Iraqi participation in setting priorities 

for reconstruction. In the MEF zone, the 

Iraqis were allowed to set the priority for 

reconstruction projects. This gave them a 

sense of having a stake in their own future and confidence in American concern 

for their welfare. 

•	 Boots on the ground. The culture of 

the Marine Corps as an infantry force with 

strong small unit leadership functioned 

well in southern Iraq. I MEF deployed a 

significant infantry capability. Marines left 

their tanks, tracks, and trucks, and walked. 

They patrolled the streets to be seen by 

the locals. Their presence reassured Iraqis 

looking for a safe and secure environment. 

Their leaders grew to understand local citizens, both good and bad. Iraqis developed 

a sense of ownership and responsibility 

for their areas. A “trust relationship” thus 

formed among the Marines and the Iraqis. 

•	 Iraqi Police interface with Military Police and Reaction Force Methodology. The 

work done with the local police forces, 

which worked hand in hand with the military police, allowed I MEF to leave the built 

up areas and towns. The Marine quick reaction forces always stood ready to provide 

“oncall” support, but such support was seldom necessary. The Iraqis in the I MEF area 

of operations soon began to police themselves. They prevented looting, destroyed 

improvised explosive devices, and in some 

cases conducted raids on criminals and former regime loyalists in their areas. 

•	Battalion Commander Authority. Battalion commanders exercised total authority in their areas of responsibility. Battalions 

worked together, remained in their own areas, and were uniformly successful. 

•	 Shi’a Population. The fact that the 

Shi’a formed the majority of the population 

in much of the I MEF area of operations in 

2003 proved significant. Harshly oppressed 

by the former regime, they demonstrated 

more sympathy for the Coalition than their 

Sunni neighbors to the north, and Marines 

conducted themselves in a manner to preserve good will with the Shi’as. 

•	 Managing levels of violence. Within the I MEF area of operations Marines 

worked to manage the levels of violence. 

If fired upon, Marines achieved immediate 

fire superiority. The I MEF human exploitation teams constantly worked to provide information, which was then combined with 

other information to form a useful intelligence picture. When sufficient intelligence 

allowed targeting, Marines quickly killed or 

captured those who resisted while avoiding any group reprisals or indiscriminate actions that would have created ill will by the 

local population toward the Marines. 

•	 An Inside-Out Approach. The initial effort was the built up areas, towns, 

and cities. After a stable environment was 

achieved, the effort shifted to the less populated areas. 

•	 Non-Doctrinal Methods. The I MEF 

employed flexible methods. Frequently, no 

doctrine governed particular problems Marines faced. In each of the five provinces 

the approach differed, and the province 

commanders adapted to their unique situation.14 

I MEF planners had to ask Headquarters Marine Corps and other agencies for assistance in 

certain matters. The MEF lacked sufficient numbers of translators, civil affairs experts, military 

police, explosives disposal experts, and specialized communications personnel for this or other deployments. Stability and security operations 

demanded increased numbers of vehicles of all 

types, yet the MEF lacked funding for maintenance and facilities that more equipment would 

require. 

•	 Force Protection. Force protection 

continued to be essential in this operation 

as in all previous operations. The new generation of personal protective equipment 

required additional components formerly 

intended only for frontline troops but were 

now required for every member of the force. 

These included the small arms protective inserts plates and additional panels designed 

16
 
for the Interceptor system of tactical vests. 

Combat and stability and security operations 

in industrial areas posed unusual chemical 

and biological hazards, and the necessary 

materiel currently on hand was found only 

in the Chemical and Biological Incident Reaction Force. Parallel to the personal protection category, almost every unarmored vehicle of the force now required some level 

of hardening and armoring against improvised explosive devices, rockets, and other 

weapons already used by insurgents. The 

aircraft being deployed in 2004 required a 

new generation of “survivability” equipment 

only lately developed and not yet scheduled for installation. These requirements 

had challenged leaders and planners before 

the 2003 campaign and had been resolved 

by urgent actions within HQMC and supporting establishment of the Marine Corps. 

In most cases, urgent action would bring results again. 

Lieutenant General Conway personally described the significant elements of the upcoming 

campaign in a presentation of 18 January 2004 to 

the Marine Corps Association Ground Dinner. As 

summarized below, Lieutenant General Conway 

asserted that the leadership had to remember several factors:15 

•	 The 2003 I MEF situation in the south 

would differ from the current situation in 

that the population in the new area of operations would largely be Sunni. Therefore, 

an important part of the MEF approach 

would involve finding a way to mitigate the 

perceived political losses of the Sunni population. 

•	 In keeping with the MEF’s successful 

experience from 2003, the I MEF operational approach would focus on the Iraqi people—providing security and a better quality 

of life for the population and preparing the 

Iraqi people to govern themselves. 

•	 The I MEF operational approach 

would be based on three major lines of operation: security and stability operations, information operations, and civil affairs. The 

tasks for these are as follows: 

•	 Security and Stability: eliminate destabilizing elements, establish training programs for Iraqi security forces, and focus on 

populated areas. 

•	 Information Operations: develop an 

integrated and aggressive information operations campaign promoting Iraqi confidence in our forces and establish effective 

means of disseminating information. 

•	 Civil Affairs: identifying and securing 

funding and resources for civil affairs initiatives; planning and preparing for the transition from Coalition Provisional Authority to 

Iraqi sovereignty; reducing unemployment; 

establishing local government teams including political, religious, and tribal leaders; 

and identifying projects that have immediate and measurable effects on Iraqi quality 

of life. 

•	 Success will be defined by the extent 

to which the Iraqi people can assume responsibility for their own security. Goals 

include self-governance in al-Anbar and in 

north Babil Provinces, a stable economy, 

and a successful transition of responsibilities to the Iraqi people. 

The failure of any of these elements 

would pose increasing difficulties and dangers for the Coalition forces and the Iraqi 

population. 

17
 
18
 
Chapter 2: 

The Deployment 

The planners of I MEF and subordinate units 

worked on the force deployment in November 

2003 while the troop list was being identified, and 

then began in December to develop the details of 

the strategic movement of all units thus identified. 

In addition to the forces under I MEF control, several additional units deployed for duty with CJTF7: two bridge companies drawn from II MEF and 

Marine Reserve Forces, and a detachment of light 

attack helicopters to operate out of Balad Air 

Base. Two Navy surgical companies deployed as 

well to Kuwait, operating under control of Commander, Marine Forces Central Command.16 

As in previous campaigns in the Persian Gulf, 

the Marine Corps forces, deploying for the 2004 

campaign in Iraq, shipped their equipment and 

a relatively small number of personnel via Navy 

and military sealift shipping while the bulk of personnel and some cargo traveled via strategic airlift. Only two Navy ships took part in this phase, 

each a highly capable amphibious assault ship of 

the latest class: USS Bataan (LHD 5) from the 

Atlantic Fleet and USS Boxer (LHD 4) from the 

Pacific Fleet. Fifty-five helicopters, deemed immediately necessary for the relief in place of the 

Army aviation of 3d Armored Cavalry Regiment, 

were loaded onto these ships. The remaining 

59 helicopters, in various states of disassembly, 

were shipped in the military sealift ships (24 helicopters) and strategic airlift (35 helicopters). USS 

Boxer and USS Bataan sailed on 14 and 23 January 2004 from their ports of embarkation, and 

during 18 January–28 February, ten Military Sealift 

Command ships sailed from their ports, all taking 

approximately a month for the transit. Additional 

equipment for I MEF, principally vehicles drawn 

from maritime prepositioned ships MV 1stLt Baldomero Lopez, MV Pvt Franklin J. Phillips, and 

MV PFC William B. Baugh, awaited the arrival of 

the troops in Kuwait. These ships landed during 

10 February–5 March and comprised the lead elements and main body of the I MEF forces. Though 

small numbers of personnel continued to arrive 

in Kuwait through 13 March, the main effort was 

preparing the relief in place of 3d Armored Cavalry Regiment, planned for 20 March, and the 82d 

Airborne Division, planned for 4 April.17 

Assembling the force in bases and camps in 

Kuwait proved as complex as the previous deployment of I MEF to the theater. The early 2004 

relief in place for U.S. forces saw 12 Army brigades and two Marine Corps regiments replacing 

17 Army brigades, most of which used the Kuwait 

expeditionary camps and training sites for three 

months as the sites for the relief in place. An early 

problem was the minimum requirement for 7500 

bed spaces at Camp Udari to support the 1st Marine Division through the standard joint processing known as “Reception, Staging, Onward movement and Integration of forces (RSOI).” Reduced 

to 3500 beds at Udari, I MEF staff found 1000 

additional beds each at Camps Victory and New 

York, but the remaining shortfall could only be 

filled by moving two regiments into camps, training areas, and on to the border assembly areas. 

In all, I MEF used six camps, three ports, and two 

air facilities during its RSOI phase. 

After all Marines assembled in their assigned 

units and were issued equipment, they went to 

the range area to test fire crew-served weapons 

and systems, unloaded from shipping and storage, and to conduct final battle training. The convoys were dispatched in sequence by the 1st Marine Division, which also performed security functions for most convoys of the I MEF headquarters 

group and the 3d Marine Aircraft Wing. A threeday training period provided detailed preparation 

for safe and secure convoys. The convoy commanders formed, loaded, armed, and rehearsed 

their convoys for the first day and a half under 

the coordination of the division G-3 staff. On the 

afternoon of the second day, each commander 

received the latest route and intelligence briefings, conducted a certification briefing for the division G-4, and received the assigned departure 

and convoy clearance information. For the final 

24 hours, the convoy remained under a safety 

stand-down calculated to ensure rested personnel and well-prepared equipment for the singleday movement required into destinations in most 

of the area of operations. 

In addition to the convoys, intra-theater air 

transportation lifted selected units and equipment 

from Ali al-Salem Air Base to the several air facilities in the new area of operations. The newly arrived six KC-130F Hercules refueler-transport aircraft of 3d Marine Aircraft Wing supported this lift 

as well as internal missions of the wing.18 

19
 
The I MEF orders detailed the movement process:19 

While the I MEF headquarters group established garrison at Camp Fallujah in the so-called 

“MEK”* forward operating base, the division 

command post was located in Forward Operating Base Champion (soon renamed Camp Blue 

Diamond for the 1st Marine Division symbol) of 

Headquarters, 82d Airborne Division at Ramadi, 

the wing was located at al-Asad Air Base, and 

the service support group was located at Camp 

Taqqaddum airfield, south of al-Fallujah.20 

The initial ground deployment into Iraq saw 

RCT-7 occupy al-Asad Air Base and deploy its 

units in the western half of the I MEF area of 

operations, while RCT-1 occupied Camp Fallujah, 

taking responsibility for the easternmost section 

of the area. The Army’s 1st Brigade, 1st Infantry Division remained at Ramadi with additional 

responsibilities for the vast and underpopulated 

area stretching south to the Saudi Arabia frontier, 

later called the area of operation—Manassas. 

The relief in place outlined in I MEF orders 

sought to replace Army units sequentially, from 

the smaller units up until the major units agreed 

to the final transfer of authority. This process also 

took effect from west to east, as RCT-1 and 3d 

MAW first relieved the Army 3d Armored Cavalry 

Regiment of the huge western section of area of 

operations as well as airspace management responsibilities handled by the its air cavalry squadron. Then 2d Battalion, 4th Marines reported to 

the Army 1st Brigade and its operational control, 

followed by the relief of 3d Brigade, 82d Airborne 

by RCT-1. 

*Camp MEK name note: throughout official and 

unofficial materials, one encounters the term Camp 

MEK as an alternate name for Camp Fallujah. Although 

not official, Camp MEK ranks as the most commonly 

used name for that facility, thus requiring explanation. 

MEK stands for Mujahedeen-e Khalq or “Peoples Mujahedeen.” It originally served as an Iraqi military base 

supporting foreign fighters from Iran opposing the Iranian clerical regime. Several of these bases existed in 

Iraq, but this one east of Fallujah was renamed “Forward Operating Base Ste.-Mere-Eglise” by the occupying 3d Brigade, 82d Airborne Division. The more convenient name “the MEK” continued in use in conversation and correspondence. On 25 March, the name was 

changed by Lieutenant General Conway to Camp Fallujah, but, “the MEK” continued predominantly in use.21 

To execute relief in place with 82d Airborne 

Division and to simultaneously maintain the common security and stabilization mission, leaders 

and troops at all levels carried out essential orientation and operations with their counterparts. 

These operations consisted of the so-called “right 

seat, left seat’ rides in which incoming I MEF leaders and troops first patrolled with and operated as 

assistants to the 82d Airborne personnel, then exchanged roles and took over the operations with 

82d Airborne personnel still in place to provide 

assistance and advice. Upon mutual agreement, 

each unit at successive levels then transferred the 

responsibility and authority for the district or sector. Before such transfer of authority occurred, the 

incoming Marine Corps units assumed security of 

all vital infrastructure and institutions in their assigned sectors, made introductions to local leaders and Coalition authority and non-governmental 

organization leaders, assumed supervision of local infrastructure projects, and assumed responsibilities for equipment and supplies on hand, and 

continued the ongoing process of collecting and 

disposing of weapons, munitions caches, and unexploded ordnance. 

In each case, the transfers of authority occurred well before the deadlines. Lieutenant General Conway had recognized the need for an accelerated relief of Army units deployed in Iraq 

and had promised all due speed: “I MEF understands the intent to conduct transfer of authority 

at earliest possible date and will comply.” The 

early dispatch of RCT-7 from Camp Udari paid 

off, as it completed its relief of 3d Armored Cavalry Regiment on 15 March instead of the forecasted 20 March. As part of that transfer of authority, 3d MAW assumed responsibility for airspace 

management and aviation support for the area 

of operations. Major General Mattis assumed responsibility for ground operations in area of operations “West,” soon renamed area of operations 

“Atlanta” in Marine Corps orders and plans, on 21 

March from Major General Swannack, commander of the 82d Airborne Division. The 1st Force 

Service Support Group relieved the 82d Airborne 

Division Support Command on 22 March. The 3d 

Brigade, 82d Division remained under the operational control of Major General Mattis until RCT1 relieved it on 28 March, seven days ahead of 

schedule. 

Though the Marines of I MEF lived up to 

Lieutenant General Conway’s expectations, al-An20
 
Concept of Operations 

On order, I MEF units will conduct onward movement from Kuwait to forward operating bases in Iraq via self-move, contracted move, common user land transport assets, and intra-theater air assets. Units will commence intra-theater air onward movement on or about 23 Feb, and 

ground onward movement on or about 26 Feb. Units will convoy via main service routes Tampa 

and Jackson to initially link up with 82d Airborne Division movement control cell at Convoy Service Center Scania. Units will be directed from Scania to secondary link up with 82d Airborne 

Division teams at the intersection of route Tampa with area of operations West. From secondary 

link up point units will be either physically guided to forward operating bases by mobile 82d Airborne Division teams or directed along routes manned By 82d Airborne Division traffic control 

point teams. Units using Intra-theater air will fly from Ali al Salem Air Base, Kuwait to al-Asad Air 

Base, Iraq. From al-Asad units will conduct final ground movement via organic transportation to 

respective forward operating bases. 3d Marine Aircraft Wing aviation platforms not coded for direct flight to al-Asad Air Base will fly from designated surface points of departure to Camp Udari 

before proceeding to al-Asad air base (if necessary using designated U.S. Army refueling sites). 

Upon arrival in area of operations West, I MEF units will be under tactical control of 82d Airborne 

Division and conduct a sequential relief in place of 82d Airborne Division units in western Iraq. 

RCT-7 and supporting combat service support and aviation support units will relieve 3d Armored 

Cavalry Regiment not later than 20 March 2004. Remaining I MEF units will complete respective 

reliefs of 82d Airborne Division units not later than 04 April 2004. The transfer of authority for 

area of operations West From CG 82d Airborne Division to CG I MEF will occur not later than 04 

April 2004. The transfer of authority is conditions based. CG I MEF conditions for the transfer of 

authority are listed in the coordinating instructions. 

bar Province lived up to its reputation as a tough 

area of operations, and as such, Marines conducted combat operations for several days before the 

transfers of authority took place. The 1st Marine 

Division suffered 11 casualties by 14 March, and 

3d Marine Aircraft Wing received its first rocket 

attack at al-Asad Air Base on 18 March, killing 

one Marine and wounding three. An improvised 

explosive device explosion killed a second Marine on the 25th. Both Wing Marines were from 

Support Squadron 374. The aircraft wing had lost 

only 18 killed in all of Operation Iraqi Freedom 

1, already marking this campaign as a wholly different experience.22 

The planning by I MEF before returning to 

Iraq essentially sought to build on what had been 

widely assumed was a successful period of stability and security operations by the 82d Airborne 

and 3d Armored Cavalry Regiment. In particular, 

the MEF plan hinged on a strong “first 60 days” 

plan as the best method to maintain and continue progress toward a secure and independent 

Iraq.23 

The “first 60 days” plan showed that Marine 

planners anticipated conflict between I MEF forces and local insurgent groups. What were not recognized until later were the determination and 

resilience of the insurgency. 

Although the Marines newly arrived in al-Anbar considered themselves better prepared and 

organized for the stability and security operations 

missions than in the 2003 campaign, the Marine 

Corps equipment needs had increased. The brief 

period of occupation duty in mid-2003 allowed 

no time for incorporating new technologies and 

engineering into the force. By 2004, however, the 

experiences of U.S. and Coalition forces had generated a comprehensive set of new equipment 

requirements. 

Aircraft survivability problems dated from 

the initial combat phase of the 2003 campaign 

and represented ongoing modernization system 

installation, but the completion schedule anticipated for installing most of these systems did not 

cover the initial deployment of aircraft with 3d 

Marine Aircraft Wing in early 2004. The special 

schedule developed for the “Aircraft Survivability 

Upgrade” resulted in lightweight armor kits and 

a ramp-mounted machine gun installed in the 24 

Sikorsky CH-53E Sea Stallion heavy lift helicop21
 
ters by mid-April. The 36 Boeing-Vertol CH-46 

Sea Knight medium helicopters received lightweight armor kits and infrared jammer (IR) upgrades beginning in July and April, respectively. 

The six KC-130F Hercules refueler-transports also 

received their IR jammer upgrades in April. Much 

more time would be required, however, to deploy 

the highly desired AAR-47(2) missile warning set 

and ALE-47 countermeasures dispenser into the 

light attack squadrons. Only the larger aircraft deployed initially with these capabilities.24 

The hope that special equipment needed 

for the I MEF 2004 campaign could be obtained 

from units departing Iraq fell far short of expectations despite a U.S. Central Command directive 

to leave all “uparmored” high mobility multipurpose wheeled vehicles (“Humvee” models M1114, 

M1116 and M1109) and all tactical vehicles fitted 

with bolt-on armor or ballistic doors. The 82d Airborne Division turned over 83 uparmored Humvees, but the MEF requirement was 250. Of the 

highly desired Warlock jammers used to counter 

improvised explosive devices, only 25 could be 

gained from CJTF-7 sources; the Marine Corps required 61 for this deployment.25 

As in the case of the 2003 campaign, the supporting establishment of the Marine Corps, chiefly 

Marine Corps Systems Command, employed rapid acquisition under the Urgent Universal Need 

Statement (UUNS) process. In contrast to the 2003 

campaign, the 2004 material needs of the forces differed remarkably in scope and cost. Commanders of forces assigned for the 2004 campaign received instructions in November 2003 

to request material required under UUNS to the 

Commanding General, I MEF, for consolidation 

and forwarding. Ultimately, the Marine Requirements Oversight Council reviewed the requests 

and recommended actions to the Commandant. 

The initial requests before the 2004 deployment 

totaled approximately $170 million, in comparison to approximately $100 million provided for 

the entire 2003 campaign. 

The requirement for uparmored Humvees 

took immediate priority. The Marine Corps Logistics Command produced steel doors for delivery 

to the deploying units until more permanent solutions could be approved and acquired via joint 

service and Marine Corps specific programs to 

produce armor kits and new production vehicles. 

As I MEF arrived in Iraq, the 2004 UUNS list (and 

number) of approved items already included the 

following: 

Item Number 

Marine Expeditionary Force combat operations 

center 

1 

Medium-level vehicle hardening: 

Door protection 3,049 

Underbody protection 3,638 

Ballistic glass 2,704 

Temporary steel plating 2,144 

Position locating systems: 

Blue force tracker 100 

EPLRS with M-DACT 50 

Combat identification devices: 

Glo tapes 40,000 

Phoenix Jr. strobe lights 5,000 

Thermal combat imaging panels 2,163 

Dust abatement systems 6 

Night vision devices 882 

PRC-148 radios 1,294 

Advanced combat optic gun sights 3,724 

M240G/TOW dual mount 97 

Tropospheric satellite support radios 22 

Medium tactical vehicle replacement-MTVR center 

seats 

325 

Checkpoint force protection kits 50 

PRC-150 34 

Personal role radios 1,487 

“Dragon Eye” unmanned aerial vehicle 35 

Handheld translation devices 300 

Satellite-on-the-move capability 110 

Mobile generator for forward resuscitative surgery 

system 

4 

PRC-150 remotes 48 

PAS-13 thermal sights 855 

Vehicle barrier nets 50 

Lightweight body armor 1,080 

“Sophie” thermal binoculars 20 

22 Kw generators 17 

Vehicular mounts for PRC-150 36 

Explosive ordnance disposal capabilities: 

Protective suits 60 

PSS-14 detectors 74 

Percussion actuated nonelectric disruptors 15 

Large package X-ray apparatus 7 

Blast tents 15 

Blast rings 15 

22
 
Marking foam 500 

Robot capability 15 

AN/PAQ-4C infrared night sights 182 

Data distribution system upgrade 20 

Large LVS trailer capability 20 

Ditching machine 4 

Air-Naval Gunfire Liaison Company communications 

suites 

4 

Battlefield tire changing systems 2 

Technical control facility 2 

Automated deep operation coordination system servers and laptops 

2d MAW group-level combat operations center 5 

KIV-7 encryption devices 7 

PRC-117F radios 22 

Deployable rapid assembly shelters for satellite terminal 10 

MTVR trailers 20 

Semiautomatic sniper rifle 18 

Tactical photo reproduction capability 4 

Bed netting 25,000 

Data distribution system servers 16 

Test stand 1 

Bridge erection boat trailer 17 

Lightweight all-terrain vehicles 53 

In addition to compiling the initial requirements, Systems Command deployed liaison teams 

to the I MEF staff to assess new requirements and 

to accelerate the UUNS process.26 

The tandem requirements of body armor (human) and armor kits for utility vehicles became 

more pressing in both military and political arenas after combat continued in 2003 after the “end 

of major combat operations” but as the Iraqi insurgency gained momentum. Armoring a fleet of 

utility vehicles never intended for use in close 

combat was a requirement new to the logistics 

system, and the system’s response proved predictably slow as casualties increased. Likewise, 

distribution of the new Interceptor armor system 

to the troops was only partially complete at the 

time of the 2003 invasion, and priorities of issue 

(I.e., to combat units) left large numbers of combat units with the older pattern of armor vests. 

Moreover, defective quality control and the delays in providing upgrades to Interceptor components (heavier insert plates and additional side 

and shoulder protection) exacerbated the political uproar. Although much publicity about inferior or the lack of body armor came from political opponents of the war, the American government and military also underestimated the scope 

and ferocity of the insurgency and the personal 

protection that fighting insurgents would require. 

The military laboratories and systems commands 

responded with designs encompassing almost total protection for vehicles and persons alike. 

The “hardness” or armor of Humvees remained a critical problem for all U.S. troops, including Marines as three different levels of protection appeared in the uparmored Humvees and 

only one offered adequate protection against the 

improvised explosive devices employed by the 

enemy. As a result, some units procured locally fabricated steel plates to augment the minimal 

protection offered by the unarmored Humvee. So 

scarce were the uparmored Humvees that Marines began to improvise simple, additional protection, such as hanging bags containing Kevlar 

plates salvaged from vests and vehicles on the 

exterior of the otherwise thinly constructed doors 

of their Humvees, thus making their vehicles into 

“Hillbilly Hummers.” 

Personal body armor included two types during the initial stages of the 2003-04 campaign. The 

superior Interceptor System, used by front-line 

troops, gradually replaced the older vests used 

by Marines during 1st MEF’s 2004 deployment: 

the older vests were the Personnel Armor System 

Ground Troops (PASGT) vest that had replaced 

the obsolete vinyl and ballistic plate combination of the older M-1969 Fragmentation Protective 

Body Armor. The PASGT ballistic filler consists of 

13 plies of treated (water repellent) aramid Kevlar 

29 fabric and improved the M-1969’s protection 

against fragments. 

The Interceptor Multi-Threat Body Armor System comprised two components: the outer tactical vest and the small arms protective inserts, 

or “SAPI” plates. This system features removable 

throat and groin protectors, as well as front and 

back removable SAPI plates. The system protects from 7.62mm rounds, the round primarily 

used in insurgent weapons of the AK series. The 

system weighs 16.4 pounds: each of the two inserts weighs 4 pounds, and the outer tactical vest 

weighs 8.4 pounds. The Kevlar weave of the outer tactical vest stops a 9mm bullet. In addition, 

the strapping and Velcro fasteners of the Interceptor permit attaching personal equipment. The 

SAPI plates are ceramic. The 2003 Armor Protection Enhancement System added sections to pro23
 
tect the neck, arms, and groin. The later Deltoid 

Extension protected the sides of the rib cage and 

shoulders but added pounds, provided less ventilation, and limited body movement. 

As the over 20,000 Marines and sailors of I 

MEF filled their new positions for the 2004 campaign, equipped as well as the hurried measures 

and changing military environment permitted, the 

age-old problem remained: Who was the enemy; 

where was he; and what were his intentions? 

24
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chapter 3 

Operations in al-Anbar 

Province 

The timing of the relief of Army units in al-Anbar Province dictated the order in which the Marines of I MEF assumed their positions. The vast expanse of western Iraq where the 3d Armored Cavalry Regiment patrolled was the farthest from the 

Marine units assembling in Kuwait during February. Fortunately, the zone also contained the al-Asad Air Base that would host the majority of the aviation combat element of the force. Locating RCT-7 

at the air base facilitated the rapid turnover with 

the Army cavalrymen and also ensured air-ground 

coordination and a shared responsibility for local 

defense of the base and its immediate surroundings. The advance party of RCT-7 moved to al-Asad 

Air Base during 24–28 February by air and ground 

transportation, but the main convoys departed Kuwait during 2–4 March. 

Initial Deployment of 1st MEF 

Colonel Craig Tucker, commanding RCT-7, 

deployed his maneuver battalions throughout the 

newly designated Area Of Operations Denver during the first two weeks of March to cover several population centers as well as known infiltration 

routes enemy forces used from the Syrian frontier 

to the interior of Iraq. The headquarters of 2d Battalion, 7th Marines located at the air base, and the 

line companies went to Camp Hit at the nearby city 

of that name. One line company then deployed to 

the more distant Camp Korean Village, at ar-Rutbah, from which the borders with Jordan and Syria could be observed. Camp al-Qaim became the 

base of 3d Battalion, 7th Marines shared with 1st 

LAR Battalion, which split its line companies between there and Camp Korean Village. After a brief 

stay at al-Asad Air Base, 3d Battalion, 4th Marines 

moved to Camp Hadithah and Patrol Base Rawah, northwest of the Hadithah Dam. The 1st Force 

Reconnaissance Company was based at Camp alQaim, with a small detachment remaining at al-Asad Air Base.27 

Major General Amos deployed his 3d Marine 

Aircraft Wing (Forward) to five facilities to provide 

four aviation functions (aerial reconnaissance, assault support, command and control of aircraft and 

missiles, and offensive air support) throughout area 

of operations Atlanta. Elements of Marine Wing 

Headquarters Squadron 3, Marine Aircraft Group 

16, Wing Support Group 37 and Air Control Group 

38 were based at al-Asad Air Base with forward 

air support elements at al-Taqaddum Air Base, alQaim, Mudaysis, and Camp Korean Village. al-Asad 

Air Base had two medium helicopter squadrons; 

one and one-half heavy helicopter squadrons; one 

light attack helicopter squadron; the tanker-transport detachment; and the tactical air control center. 

Al Taqaddum hosted the other medium helicopter 

squadron and part of the light attack squadron. The 

three other sites hosted a medevac helicopter detachment, and assault support and attack helicopter detachments were placed there to meet tactical 

needs. 

Support for the aviation element built up rapidly. Over 462 tons of aviation ordnance was moved 

to 3d Marine Aircraft Wing by Air Force C-130s and 

Marine KC-130s. A hundred tons of aviation equipment was dispersed to the al-Taqaddum Air Base, 

al-Qaim, and Korean Village sites to support forward arming and refueling activities. Maintenance 

and spare part supplying began immediately, and 

an engine pool for the aircraft was established with 

the assistance of depot support from Naval Air 

Facility, Sigonella, Italy. Upon completing of the 

transfer of authority with 3d Armored Cavalry Regiment, the 3d Marine Aircraft Wing reverted temporarily to the operational control of the Commanding General, 82d Airborne Division and provided 

aviation command and control in the area of operations airspace below 3,000 feet for him until he 

relinquished control to the commander, 1st Marine 

Division, after which the I MEF task organization 

and procedures governed. Upon taking responsibility for area Atlanta, the 3d Marine Aircraft Wing 

acted as the responsible agency for air command 

and control from ground level to 11,500 feet above 

ground level for the entire I MEF area of operations. 

The 1st Force Service Support Group provided 

Combat Service Support Battalions (CSSB) 1 and 7 

of Combat Service Support Group 11 (CSSG-11) for 

the direct support of the two regiments of the 1st 

Marine Division and based the bulk of its units and 

resources at Camp al-Taqaddum. Combat Service 

Support Group 11 also provided direct support as 

required to the Army’s 1st Brigade, 1st Infantry Division, which had 2d Battalion, 4th Marines under its 

operational control at ar-Ramadi. Brigadier General 

Kramlich employed CSSG-15 as the general sup25
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

port provider at Camp al-Taqaddum and Brigade 

Service Support Group 1 functioned as his landing force support party in Kuwait until returning in 

late March to California after completing its Kuwait 

mission. Upon arrival at Camp al-Taqaddum, the 

group received vital reinforcements from 3d Battalion, 24th Marines for local security, and on March 

20 the Army’s 120th Engineer Battalion (heavy) reported for operations, thus providing myriad support ranging from fortifying the camp to disposing 

of enemy ordnance. 

At the same time, 1st Marine Division completed its movement from Kuwait from the command 

post established in ar-Ramadi as noted above, 

where the Army’s 1st Brigade, 1st Infantry Division, 

patrolled the area of operations Topeka. Colonel 

Arthur W. “Buck” Conner Jr., U.S. Army, deployed 

his 1st Battalion, 16th Infantry, and 2d Battalion, 

4th Marines at ar-Ramadi, where he also held his 

Paladin-equipped (M109A6) 155mm self-propelled 

artillery battalion, the 1st Battalion, 5th Field Artillery. He operated 1st Battalion, 34th Armor, out 

of Hibbinaya, halfway between ar-Ramadi and alFallujah. Battery I of 3d Battalion, 11th Marines 

converted to military police duty, operating from a 

camp at Madaysis from which the Saudi Arabia border crossing at Ar Ar could be monitored. A MEF 

order later designated this zone area of operations 

Manassas. Last to move into its base in Iraq, Regimental Combat Team-1 occupied Camp Fallujah, 

sending battalions to cover its area of operations 

Raleigh assignments. 

Colonel John A. Toolan, commanding 1st Marines detailed 2d Battalion, 1st Marines to Camp 

Baharia, just east of al-Fallujah, and 1st Battalion, 

5th Marines to Camp Abu Ghraib, west of the town 

of that name and the infamous military prison. He 

further covered the sector in North Babil Province 

with 2d Battalion, 2d Marines at Mahmudiya and 

with the Army’s 1st Battalion, 32d Infantry, 10th 

Mountain Division, at Camp Iskandariya. The 1st 

Reconnaissance Battalion, less one company assigned to RCT-7, also was based at al-Fallujah but 

oriented its actions throughout the area of operations. As if operations in al-Fallujah were not demanding enough, it should be observed that the 

relatively compact area of operations Raleigh lay 

in the shadow of Baghdad itself, and continuing 

operations were necessary to stop against the enemy “rocket belt” seeking to disrupt Baghdad international airport; to stop frequent attacks against 

Abu Ghraib Prison; and in the North Babil sector, 

to protect the security of Iraqi national highways 8 

and 9, designated main service routes Tampa and 

Jackson, respectively, on which was transported 

the bulk of logistics support from Kuwait to Baghdad and northern Iraq. The Camp Dogwood logistics support area of the Army, located 40 kilometers 

southwest of Baghdad, also required local security 

support for its garrison.28 

Major General Mattis set the tone for the new 

campaign with a forthright message to his command: 

Letter to All Hands, 

We are going back into the brawl. We will 

be relieving the magnificent soldiers fighting 

under the 82d Airborne Division, whose hard 

won successes in the Sunni Triangle have 

opened opportunities for us to exploit. 

For the last year, the 82d Airborne has 

been operating against the heart of the enemy’s resistance. It’s appropriate that we relieve them: When it’s time to move a piano, 

Marines don’t pick up the piano bench—we 

move the piano. So this is the right place for 

Marines in this fight, where we can carry on 

the legacy of Chesty Puller in the Banana Wars 

in the same sort of complex environment that 

he knew in his early years. Shoulder to shoulder with our comrades in the Army, Coalition 

Forces and maturing Iraqi Security Forces, we 

are going to destroy the enemy with precise 

firepower while diminishing the conditions 

that create diversarial relationships between 

us and the Iraqi people. 

This is going to be hard, dangerous work. 

It is going to require patient, persistent presence. Using our individual initiative, courage, 

moral judgment and battle skills, we will build 

on the 82d Airborne victories. Our country is 

counting on us even as our enemies watch 

and calculate, hoping that America does not 

have warriors strong enough to withstand 

discomfort and danger. You, my fine young 

men, are going to prove the enemy wrong— 

dead wrong. You will demonstrate the same 

uncompromising spirit that has always caused 

the enemy to fear America’s Marines. 

The enemy will try to manipulate you 

into hating all Iraqis. Do not allow the enemy that victory. With strong discipline, solid faith, unwavering alertness, and undiminished chivalry to the innocent, we will carry 

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out this mission. Remember, I have added, 

“First, do no harm” to our passwords of “No 

Better Friend, No Worse Enemy.” Keep your 

honor clean as we gain information about the 

enemy from the Iraqi people. Then, armed 

with that information and working in conjunction with fledgling Iraqi Security Forces, 

we will move precisely against the enemy elements and crush them without harming the 

innocent. 

This is our test-our Guadalcanal, our 

Chosin Reservoir, our Hue City. Fight with a 

happy heart and keep faith in your comrades 

and your unit. We must be under no illusions 

about the nature of the enemy and the dangers that lie ahead. Stay alert, take it all in 

stride, remain sturdy, and share your courage 

with each other and the world. You are going to write history, my fine young sailors and 

Marines so write it well. 

Semper Fidelis, 

J.N. Mattis,
 

Major General, U.S. Marines
 

At this point, the Marine Corps had deployed 

some 24,500 men and women to Iraq, approximately 24,300 under I MEF, drawn from Atlantic 

and Pacific bases, augmented by 5,500 Navy construction and Army troops. Approximately 3,900 

Marines and sailors of Marine Corps Reserve organizations were serving on active duty with approximately 80 percent of them deployed to Iraq. Another 1,900 individual augmentees from the Reserves 

served throughout the Marine Corps. 

Al-Anbar Province 

The capital of al-Anbar Province, ar-Ramadi, 

hosts the “governorate” for the estimated 1.33 million people who live inside the 53,208 square mile 

area of the province. Although al-Anbar Province 

ranks as the largest province in Iraq (32 percent of 

total area), it remains the most sparsely populated 

(4.9 percent). With desert comprising the majority 

of the land in the province, most of the population resides near Baghdad and along the Euphrates 

River, which cuts through the northern part of the 

province. Most inhabitants of the province are Arabs and Sunni Muslim. The province shares its borders with Jordan and Syria in the west and Saudi 

Arabia in the south. 

The Tigris and Euphrates bring life to one of 

the harshest environments in the world. The region’s subtropical temperatures range, on average, 

from 90–115 degrees Fahrenheit in summer to fewer than 50 degrees Fahrenheit in winter. The Euphrates River flows diagonally from the north to the 

southeast, passing through six of the seven districts 

of al-Anbar: al-Qaim; Anah; Hadithah; Hit; ar-Ramadi; and al-Fallujah. A seventh district, ar-Rutbah, 

administers the bulk of the governorate’s area, encompassing the large desert area in the southwest. 

The western Desert, an extension of the Syrian 

Desert, rises to elevations above 1,600 feet. Further 

south, the Southwestern Desert of Iraq (al-Hajarah) 

contains a complex array of rocky desert, wadis, 

ridges, and depressions. Mount ‘Unayzah (‘Unazah) 

at the intersection of the borders of Jordan, Iraq, 

and Saudi Arabia, reaches the height of 3,119 feet. 

The Euphrates River enters Iraq from Syria and 

cuts deep and permanent beds in rock between 

limestone escarpments. The reservoir formed by 

the Hadithah Dam submerged the ancient town of 

Anah and dozens of smaller settlements as well as a 

major part of the agricultural base of the middle Euphrates. Below Hit, the river widens and irrigation 

potential increases. Just south of the river below 

ar-Ramadi lie the lakes called al-Habbaniyah and 

al-Milh, filled with Euphrates water by canal. Lake 

al-Tharthar lies north of the river, and canals bring 

waters from the Tigris River to the lake. DownTable 3-1. Marine Corps Forces In Support of Operation 

Iraqi Freedom II—April 200429 

I MEF (fwd), Kuwait 116 

I MEF (Fwd), Iraq 29,579 

I MEF (Fwd), Qatar 13 

2d Medical Battalion, Kuwait 161 

Fox Vehicle Detachment, Kuwait 12 

Total I MEF (Fwd) assigned forces 29,881 

U.S. Navy (22d NCR) and Army 

(1st Brigade) (5,565) 

Total I MEF (Fwd) Marine Corps forces 24,316 

1st FAST Company (-), Baghdad 116 

Detachment B, 4th Air-Naval Gunfire 

Liaison Company 33 

Element, MarForCent, Bahrain 6 

Marine Corps Element, Land 

Component Command, Arifjan, Kuwait 3 

National Intelligence Support 15 

Other 14 

Total U.S. Marine Corps 24,508 

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Table 3-2. I Marine Expeditionary Force Combat Power (on hand/ready)–April 200430 

Aviation 

AH-1W UH-1N CH-46E CH-53E KC-130F RQ-2B Pioneer drone 

34/25 18/13 34/27 24/19 6/5 8/7 

74% 72% 79% 79% 83% 88% 

Ground (USMC) 

HMMWV 

(antitank) 

HMMWV 

Hardback 

Amphibious Assault 

Vehicle 

Light Armored 

Vehicle Tank M1A1 Howitzer M198 

103/94 403/365 39/37 118/89 16/16 18/18 

91% 90% 95% 75% 100% 100% 

Ground (Army) 

Tank 

M1/A1/A2 

Bradley Fighting 

Vehicle M2/A1/A2 

HMMWV 

M1064 

Howitzer, 

M109A6 

Scout 

HMMWV 

14/13 30/28 8/7 6/6 128/124 

93% 93% 88% 100% 97% 

river from ar-Ramadi one encounters all the main 

controlled-irrigation canals, as well as most of the 

pumping stations. About 140 miles from ar-Ramadi the river splits into two branches, al-Hillah and 

al-Hindiyyah. The al-Hindiyyah branch forms the 

main channel and provides irrigation for rice crops. 

The al-Hillah branch, separated among numerous 

canals, provides irrigation to the east and south. 

The current organization of Iraq’s provinces 

took shape in 1920, when the British divided Ottoman Iraq into ten separate divisions called Liwas, largely based on ethnic and geographic lines 

or centered around major urban areas. The province of al-Anbar likely derived from the al-Dulaym 

Liwa. 

Al-Anbar Province is a large but sparsely inhabited province, lacking significant natural resources, 

and as such, made it a minor factor in Iraq’s internal 

affairs during the tumultuous period of post-monarchy rule. From the Republican period of 1958– 

68 through the Ba’athist rule that followed, Iraqi 

politics continued to be characterized by the system of political patronage backed by military force 

and supported by an internal security apparatus. As 

time passed, this system became further ingrained 

as it was handed down from the “Free Officers’” 

rule of 1958 to the Nationalist government of 1963 

and culminating in Ba’athist rule in 1968. This system culminated in its worst form under the dictator 

Saddam Hussein in 1979. 

Little is published about the relationship of alAnbar Province’s local government with its population at large, but it was unlikely to be significantly different from the problems that beset the 

rest of the nation. Al-Anbar Province, especially 

ar-Ramadi and al-Fallujah, reflects the strong tribal and religious traditions of the inhabitants. Allegedly, Saddam Hussein was constantly wary of the 

volatile nature of the area. Most of the inhabitants 

of the province are Sunni Muslims from the Dulaim 

tribe. The rule of law became increasingly sporadic 

as the tools of governance—civic law, taxes, and 

the judiciary—became tools for the existing regime 

to maintain control. Iraq’s rulers would alternately 

support or isolate the tribes of Iraq without regard 

for the provincial governorates if such patronage 

helped the regime control the populace. Even Islamic Law fell when the government’s courtship of 

the mullahs ended due to fear of extremism. 

Iraq’s oil wealth enhanced the ability of the ruling clique to bypass these government institutions. 

The revenue generated by oil deepened the system 

of patronage, as funds were controlled by the central figures of the regime who funneled money and 

public works to those loyal to them. Tax revenue, 

already tainted by corruption, became secondary to 

oil wealth. Sunnis, who comprised the majority of 

the population in Al-Anbar Province, benefited the 

most from this system of patronage. In any case, 

the regime took more interest in population centers closer to Baghdad, leaving most of the province untouched. 

Such conditions weakened government power in the face of the centralized power exerted by 

the elites. The Baghdad regime, when convenient, 

ignored al-Anbar Province’s existing laws on taxation or judicial power. Crippled by persistent corruption, undercut by deal-making between the ruling regime and tribal sheikhs, and monitored by an 

ever present, heavy-handed security apparatus, the 

civic institutions of the province fell into disrepair 

until the collapse of Saddam Hussein’s regime in 

April 2003. 

Al-Anbar Province stood rife with insurgent 

and criminal activity at the time 1st MEF took up 

its security and stabilization task, and its major cit28
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ies of ar-Ramadi and al-Fallujah continued as seats 

of Sunni anti-Coalition resistance. Amid this hostile environment, the Coalition had labored to deliver on its promises to restore security, essential 

services, government, and a viable economy to the 

people of al-Anbar Province, but had only limited 

resources to apply to its appalling situation.31 

The Opposition and Varied Threats 

The threat to U.S. forces and their operations 

remaining after the collapse of the Saddam Hussein 

regime consisted of isolated pockets of disorganized military resistance; a large criminal element, 

which heavily infested major cities because of their 

release from prisons on the eve of the war; and 

emerging subversives or insurrectionist movements. 

The earliest classification of a post-hostilities threat 

group was that of Former Regime Loyalists (FRL). 

These included Ba’ath Party members, former Iraqi 

soldiers, and remnants of the Fedayeen Saddam, a 

radical paramilitary group loosely recruited into the 

Iraqi defense establishment. Extremist groups were 

also classified in the beginning, including Wahhabi 

Islamic extremists, the Iraqi Islamic Party, and various pro-regime tribes. Extremist groups could be 

augmented by outside groups, including international terrorists interested in exploiting the unrest 

and possible U.S. vulnerabilities. 

Former Regime Loyalists continued efforts to 

reorganize under various groupings to force the 

withdrawal of Coalition forces and to regain power 

within Iraq. The FRL operated among several cities within the Sunni Triangle from ar-Ramadi in the 

west to Baghdad in the east and north to Mosul. The 

U.S. and Coalition bureaucracy later coined successive terms according to the political climate—AntiCoalition Forces and Anti-Iraqi Forces were favorites of political figures loath to acknowledge the 

existence of a genuine Iraqi insurgency against U.S. 

and allied forces. 

Former Regime Loyalist forces proved well 

armed. Although initially poorly trained, they became capable of lethal attacks against the Coalition 

forces and Iraqis who sided with them. The intelligence services considered the FRL forces as compatible with other groups, such as foreign fighters, 

transnational terrorists, pro-Saddam tribes, radical 

Kurdish factions, and Islamic extremists throughout 

Iraq. Former Regime Loyalist elements continuously 

attempted to gain favor in militant Sunni neighborhoods throughout Iraq. They used private homes to 

conduct meetings and cache their weapons. During the initial period of its occupation of Iraq, the 

Combined Joint Task Force Seven staff considered 

Ba’athist leadership cadres and FRL forces as the 

primary threat to Coalition operations. They probably were responsible for the majority of ambushes 

against “soft” targets, such as convoys, and symbolic centers of the interim government, such as police 

stations and council meeting locations. 

Sunni extremists continued to attack Coalition 

forces to force the Coalition’s withdrawal to establish a religious fundamentalist state. Their operating 

area conformed largely to the Sunni Triangle. These 

groups reportedly consorted with foreign fighters 

crossing the Syrian borders to areas within Iraq. 

The Supreme Council for the Islamic Revolution in Iraq (SCIRI; a Shi’ite political party and 

armed militia) took advantage of the security vacuum to increase its presence and influence throughout Iraq. However, The goal of SCIRI (a non-secular but independent state run by Iraqis) probably 

reduced its traditional support from Iran. In addition, the collapse of the Ba’athist regime advanced, 

throughout Iraq, the relative influence of Ayatollah 

Sistani and other important clerics of the key Shi’ite 

holy cities of an-Najaf and Karbala. The renewed 

emphasis on an-Najaf as a center of the Shi’a religion—the largest in Iraq—countered the former 

influence of Iranian clerics seeking to fill the void, 

thus causing undoubted friction between among 

Shi’ite elements. 

The Badr Corps, the military arm of SCIRI, retained much stronger ties to Tehran and it continued openly anti-Coalition demonstrations. The Badr 

Corps’ followers in Iran reportedly crossed into Iraq 

with Iranian intelligence agents within their organization. They were considered likely to have placed 

arms stockpiles in the Shi’a sections of Baghdad 

and other cities to the south. SCIRI later changed 

the name of its militia to the Badr Organization, 

connoting a more peaceful and political emphasis, 

but it remained a significant military presence in 

Iraqi public life. 

Religious organizations, while not directly rising against U.S. and Coalition forces, remained vital 

sources of support for the insurrection and other 

forms of opposition to them. The Howza (religious 

seminaries teaching Islamic theory and law once 

banned under Saddam) had three key elements 

for the Shi’a: (1) the premier religious school in 

the Shi’a religion located in an-Najaf; (2) a body of 

leaders that guided the direction and conduct of 

the Shi’a religion; and (3) the mutually shared goals 

29
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of all Shi’as. All Shi’a based organizations opposing the Coalition forces had some affiliation with 

the Howza, including the SCIRI, Badr Corps, and 

the Iranian Dawa Party. Several persons claimed to 

speak on behalf of the Howza, such as the influential religious leader Muqtada al Sadr, son of a murdered Shi’ite cleric, and Ayatollah Sistani. 

Wahhabists are a Saudi Arabian-oriented, radical religious organization that preaches non-tolerance of infidels, jihad or holy war against Coalition 

forces, and martyrdom in the name of these goals. 

The focus of Wahhabist influence remained with 

the Sunni tribes in the vicinity of al-Fallujah with 

some support among their co-religionists within 

Baghdad. Baghdad Sunni and Ba’ath party members typically remained more secular in thought 

than Wahhabists but they would occasionally cooperate as a matter of convenience. U.S. and Coalition 

forces identified elements of several recognized terrorist organizations in Iraq, and these groups may 

have received support from the former regime. 

Some of the Islamic extremist organizations suspected in the enemy ranks included al-Qaeda, Ansar al-Islam, Hezbollah, and Wahhabi extremists. 

Marines Establish Their Presence: 

Security Operations in March 2004 

As of 20 March 2004, exactly one year after the 

1st Marine Division first crossed the line of departure into Iraq, the division had returned and relieved 

the 82d Airborne Division in al-Anbar and Northern 

Babil Provinces. Regimental Combat Team-7 went 

into action first because of its 15 March transfer of 

authority with the 3d Armored Cavalry Regiment. 

Its patrols and limited offensive actions ranged far, 

and the 1st LAR Battalion reportedly put the equivalent of 2.5 years of peacetime use on its light armored vehicles of the General Motors-Canada LAV 

series during its first month of operations. Almost 

immediately, security remained illusive and resistance continued against U.S. and Coalition forces in 

the region. The first casualties in the division came 

from an improvised explosive device (IED) detonated on 6 March against a vehicle in the 3d Battalion, 7th Marines sector, injuring two Marines. 

Two days later, Marines launched their first offensive action of the year when 3d Battalion, 7th 

Marines and 1st Squadron, 3d ACR conducted a 

cordon and search of a house in Husaybah. More 

sobering was the discovery reported by RCT-7 of 

a series of 10 improvised launchers and 60 57mm 

aerial rockets arrayed around Camp Korean Village. This level of threat had not been seen before 

in area of operations (AO) Denver. An unexpected 

incident occurred on 15 March when Syrian border 

guards fired with small arms on Marines of Company L, 3d Battalion, 7th Marines near the Husaybah 

border crossing point. The Marines responded with 

rifles, heavy and light machine guns, and a TOW 

antitank missile shot. One Marine was wounded 

while three Syrian border posts were damaged or 

destroyed and casualties inflicted. Investigations 

by local Iraqi guards proved that the Syrians had 

opened fire first and that neither side had crossed 

the frontier at any point. 

The regiment executed operations across AO 

Denver that focused on identifying and capturing 

enemy mortar men, explosive device planters, and 

foreign fighters. Colonel Tucker’s primary task remained to interdict the infiltration of foreign fighters joining the Iraqi insurgent effort by using the 

so-called “ratlines” from the porous Syrian border 

and the “white wadi” emerging from the border 

with Saudi Arabia. In the vital security area around 

al-Asad Air Base, RCT-7 executed a coordinated 

raid using special operations personnel with Marines of the al-Asad garrison to capture suspected 

insurgents conducting rocket attacks on the base. 

The 21 March movement of 3d Battalion, 4th Marines into Rawah to establish a forward operating 

base also began a new presence effort north of 

the Euphrates River to destroy key insurgent command and control networks in AO Denver. Both 

mounted and dismounted patrols by joint U.S.­

Iraqi teams reinforced border security and sought 

to deny emplacment and detonation of explosive 

devices along various routes. As examples of typical cases, the regiment reported on 19 March that a 

patrol from 3d Battalion, 7th Marines stopped and 

seized a vehicle containing several grenades, RPGtype rockets, launchers, and machine gun ammunition. Three of the six suspects fled the vehicle, and 

three were detained. On 22 March, Marines from 

the same battalion again stopped a single vehicle 

for violating curfew, and the search of the vehicle 

uncovered one U.S. identification card, a cellular 

phone, two handheld global positioning devices, 

and a mortar firing table printed in Arabic. Two 

individuals were arrested and brought to Camp alQaim for further questioning, where they provided 

intelligence for a follow-on cordon and knock mission that brought no further discoveries. In Rawah, the 3d Battalion, 4th Marines conducted patrols 

with local police and began its campaign to secure 

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the town. Far to the southwest in AO Denver, Marines of 2d Battalion, 7th conducted joint dismounted security patrols with the Rutbah Iraqi Civil Defense Corps Company serving there. The 1st Force 

Reconnaissance Company tracked high value insurgent targets and planned raids, maintained border observation, and deployed snipers as required. 

All units produced information operations aimed 

at calming and reassuring the local populace and 

spreading the fruits of civil affairs projects and other assistance programs. In this manner, the regiment executed the division commander’s intention 

of dual track operations to kill insurgents and to 

help support the Iraqi people. 

During this first partial month of operations (5– 

31 March) in AO Denver, RCT-7 experienced 24 

mine or IED attacks, found 73 other devices before they could be detonated, received 27 indirect 

fire attacks, and 26 direct-fire attacks. Four Marines 

died in action and 51 were wounded in this introduction to the new area.32 

The 1st Brigade, 1st Infantry Division continued to center on ar-Ramadi as its main effort, bolstered considerably by the welcome attachments of 

2d Battalion, 4th Marines and the provisional military police battalion formed by 3d Battalion, 11th 

Marines. In addition, the relief of the brigade’s 1st 

Battalion, 16th Infantry by RCT-1 permitted what 

Colonel Conner termed “. . . saturation of the Khalidiyah and Habbaniyah battle space for the first 

time since arrival in theater.” The brigade’s eastern boundary with RCT-1 moved to the western 

bank of the Thar Thar canal with RCT-1 assuming 

responsibility for the battle space north of the Euphrates near Saqlawiyah. The military police company attached from the 4th Marine Division to 3d 

Battalion, 11th Marines operated the detention facility in ar-Ramadi and made its first detainee transfer on 24 March, transporting 15 detainees to Camp 

Fallujah. The unit had an explosive device explode 

as it transited, producing no casualties, but the subsequent search of a house in the vicinity led to 

the capture of four rifles, electrical switches, and 

a large pile of wire. The brigade had two other 

such devices explode in its sector the same day. 

One of these explosions injured two Marines and 

the other targeted an Army M1A1 tank. The search 

of the area by 1st Battalion, 34th Armor led to the 

killing of two insurgents, one of whom had an AK47 rifle and a detonating device. Such events continued across the operations areas, taxing the men 

and women of each regiment or brigade to remain 

vigilant and ready for action. 

Other 1st Brigade operations included security 

sweeps against surface-to-air missile teams operating around al-Taqaddum, convoy escort for units 

passing between the two Marine regiment sectors, 

and covering the withdrawal of the last elements of 

82d Airborne Division to Balad Air Base, north of 

Baghdad. Continuing operations in ar-Ramadi included sweeps, check points, raids and watching 

for highly-placed leaders of the insurgency.33 

The movement of RCT-1 from Kuwait took 

place during 14–21 March, and the regimental commanders and staff began work with the 3d Brigade, 

82d Airborne Division at Camp Fallujah to effect 

the “right seat, left seat” turnovers at all levels. During this process, Colonel Toolan received operational control of the 1st Battalion, 32d Infantry from 

the 1st Brigade’s Colonel Connor. Along with 2nd 

Battalion, 2nd Marines the soldiers would cover the 

North Babil area of responsibility of the regiment 

and the 1st Marine Division. The external security 

responsibility for the Abu Ghraib Prison fell to 1st 

Battalion, 5th Marines and Colonel Toolan’s other two battalions operated outside of al-Fallujah to 

isolate it from infiltration: 2d Battalion, 1st Marines 

covering the north and east, while 1st Reconnaissance Battalion covered the southern sectors. The 

unenviable mission for the Marines and soldiers 

of RCT-1 consisted of stabilizing a large area that 

included the most volatile town in the notorious 

“Sunni Triangle.” 

The enemy situation in al-Fallujah revealed 

itself from the very beginning. On 18 March, insurgents attacked the RCT-1 and 3d Brigade, 82d 

Airborne Division command groups in al-Fallujah 

along Highway 10, which crosses al-Fallujah in the 

middle, running east-west. They also ambushed a 

special operations unit on 25 March while it also 

transited al-Fallujah on Highway 10, followed by 

yet another ambush 15 hours later of a Marine 

Wing Support Squadron 374 convoy attempting 

to drive through al-Fallujah on Highway 10 at the 

cloverleaf intersection with Highway 1, which runs 

north-south on the eastern side of the city. Colonel 

Toolan ordered 2d Battalion, 1st Marines to secure 

the cloverleaf and the northeast portion of the city 

adjacent to Highway 1. At dawn on the twentysixth, one rifle company of 2d Battalion, 1st Marines 

seized control of the cloverleaf. Traffic was stopped 

and diverted around al-Fallujah, and E and F Companies entered the northeast portion of the city. 

31
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The insurgents responded to the approach of the 

companies by attacking. Insurgents sprang coordinated mortar and small arms ambushes throughout 

the day against the Marines and the two companies 

engaged in numerous firefights. On 27 March, at 

the request of the city council, 2d Battalion, 1st Marines pulled its forces from that portion of the city 

but retained surveillance over the cloverleaf. The 

next day, the battalion reoccupied the intersection, 

remaining in place through the end of the month to 

prevent further attacks on convoys. 

Under these less than auspicious circumstances, the transfer of authority with the 3d Brigade, 

82d Airborne Division, and that of the two divisions 

as well, took place on the 28th at Camp Fallujah. 

During that week, insurgents struck Camp Fallujah 

with indirect fire 23, 25, 27–29, and 31 March. The 

Abu Ghraib Prison received the same treatment 

for three days. On the 30th a force service support 

group convoy was ambushed near al-Fallujah. On 

a more positive note, a patrol from 1st Reconnaissance Battalion found a cache of 300 mortar rounds 

southwest of al-Fallujah on 31 March. As difficult as 

these early experiences in AO Atlanta had been for 

the 1st Marine Division and its supporting aviation 

and service contingents, hopes remained high that 

a sustained and determined Marine Corps presence 

could bring improved conditions to this tortured 

province.34 

Among the many technological advantages 

Marines exploited in this campaign was the much 

improved intelligence capability that had been developed over two decades of effort. The 2003 campaign in Iraq had seen the baptism of fire for the 

Marine Corps intelligence battalion formed in the 

MEF headquarters group under normal organization. Accordingly, the 2nd Intelligence Battalion established its Tactical Fusion Center with the division command post at Camp Blue Diamond and 

proceeded to operate intelligence cells as low as 

the company level in the ensuing campaign. The 

Tactical Fusion Center combined in a single place 

the intelligence from higher echelons of national 

and military intelligence services with the intelligence from the many sources of local Marine Corps 

and Army units. As the campaign unfolded, human 

exploitation teams and signal intelligence teams 

operated down to the company level in providing 

intelligence. Overall, the positioning of the Tactical 

Fusion Center adjacent to the divisional operations 

center provided situational awareness unprecedented even by standards of the 2003 accomplishments.35 

Major General Mattis signaled his appreciation of the situation near the end of March. Colonel 

Tucker’s RCT-7 had successfully positioned units to 

interdict the primary “ratline.” Concurrently, Colonel Toolan’s RCT-1 had moved aggressively against 

the enemy center of gravity in al-Fallujah, while 

Colonel Conner’s 1st Brigade preempted any insurgent force efforts to disrupt the al-Anbar authorities. The Marines wanted to increase human intelligence, fused with all sources, to create opportunities for targeted strikes against the insurgent networks. 

Major General Mattis saw in the opposition a 

combination of classical insurgent tactics and terrorist activities, and these had increased during the 

turnover. Not only were the more plentiful road 

convoys attacked, but also violence in urban and 

rural areas across the province increased. Increased 

patrol activity into areas not normally covered had 

produced attacks by both IEDs and direct fire. In 

no case, however, did the insurgents demonstrate 

any interest in assaulting the new arrivals. Instead, 

they had fallen from any steady Marine infantry 

pressure and return fire. 

Major General Mattis urged his division onward. 

Demonstrate respect to the Iraqi people, especially when you don’t feel like it. As the mission 

continues, we will experience setbacks and frustrations. In many cases our efforts will seem unappreciated by those we are trying the hardest to help. 

It is then that small unit leaders step up and are 

counted. Keep your soldiers, sailors and Marines 

focused on the mission and resistant to adversarial 

relationships with the Iraqi people . . . We obey the 

Geneva Convention even while the enemy does 

not. We will destroy the enemy without losing our 

humanity.36 

The opening of the I MEF stability and security 

operations campaign in March ended with an insurgent ambush that left four U.S. security contractors killed and mutilated on the Highway 10 bridge 

in west-central al-Fallujah, prompting U.S. offensive actions in reprisal. The initial campaign plan 

for stability and security operations would give way 

to full-spectrum combat operations for Marines and 

soldiers in Iraq and not exclusively in the I MEF 

zone. 

32
 
Chapter 4: 

First al-Fallujah 

Battle and its Aftermath 

The 1st Marine Division inherited a very dangerous situation in al-Fallujah from the 82d Airborne Division and had developed a measured, 

phased approach: kinetic operations combined 

with focused information operations and civil affairs actions to show the Fallujans both the carrot and the stick—something they already understood well. This planning was encompassed in a 

division order called al-Fallujah Opening Gambit 

and was prepared for RCT-1 to execute as the 

situation warranted. Despite these and other measures, events overcame the situation and led to a 

much different operation than the division could 

have ever anticipated.37 

The offensive actions carried out by RCT-1 on 

25–27 March at the northeastern sector of the city 

succeeded in taking control of the Cloverleaf and 

sending a message to the people of al-Fallujah 

that the Marines were there to stay. While setting back the civil affairs process in al-Fallujah, 

Marines felt they were dealing, effectively, with 

the situation—but soon, events overtook perceptions. 

Operation Vigilant Resolve 

(3–30 April 2004) 

On 31 March insurgents ambushed four 

armed security contractors from the firm Blackwater USA, riding in two unmarked all-terrain vehicles. The four Americans died amid a volley of 

hand grenades, and the mob that gathered began 

to desecrate the bodies, setting them afire, and 

hanging two of them inverted from the nearby 

Old Bridge over the Euphrates River. World media broadcast the hanging bodies, and the American and western public saw what was for it very 

shocking video footage of charred and almost 

unrecognizable bodies while the residents of the 

city cheered and danced to celebrate the deaths. 

What was less known was the cooperation of local Iraqis who helped the Marines of 2d Battalion, 

1st Marines recover the remains of three victims 

that night and the fourth on the following day. 

After a series of conferences with the White 

House and the Secretary of Defense, Lieutenant 

General Sanchez directed immediate military action. On April 1, Brigadier General Mark Kimmitt, U.S. Army, his deputy director of operations, promised an “overwhelming” response to 

the Blackwater deaths, stating “We will pacify that 

city.” In the midst of calls for vengeance including 

options of destroying what little critical infrastructure remained in the city, both Lieutenant General Conway and Major General Mattis cautioned 

against rash action, and in the division’s daily report, his assistant division commander, Brigadier 

General John F. Kelly, strove to temper the call for 

immediate offensive action:38 

As we review the actions in Fallujah 

yesterday, the murder of four private security personnel in the most brutal way, we 

are convinced that this act was spontaneous mob action. Under the wrong circumstances this could have taken place in any 

city in Iraq. We must avoid the temptation to 

strike out in retribution. In the only 10 days 

we have been here we have engaged the 

“good” and the bad in Fallujah everyday, 

and have casualties to show for our efforts. 

We must remember that the citizens and officials of Fallujah were already gathering up 

and delivering what was left of three victims 

before asked to do so, and continue in their 

efforts to collect up what they can of the 

dismembered remnants of the fourth. We 

have a well thought out campaign plan that 

considers the Fallujah problem across its 

very complicated spectrum. This plan most 

certainly includes kinetic action, but going 

overly kinetic at this juncture plays into the 

hands of the opposition in exactly the way 

they assume we will. This is why they shoot 

and throw hand grenades out of crowds, to 

bait us into overreaction. The insurgents did 

not plan this crime, it dropped into their lap. 

We should not fall victim to their hopes for 

a vengeful response. To react to this provocation, as heinous as it is, will likely negate 

the efforts the 82d ABD paid for in blood, 

and complicate our campaign plan which 

we have not yet been given the opportunity to implement. Counterinsurgency forces 

have learned many times in the past that 

the desire to demonstrate force and resolve 

has long term and generally negative implications, and destabilize rather than stabilize 

the environment. 

33
 
Lieutenant General Sanchez’ headquarters ordered Combat Operations to Re-establish Freedom of Maneuver in al-Fallujah on 1 April which 

ordered immediate offensive action in al-Fallujah. At I MEF, Lieutenant General Conway subsequently directed Major General Mattis to establish 12 checkpoints around the city using local 

Iraqi Civil Defense Corps and police personnel to 

prevent any movement into or out of the city by 

younger males. The Iraqi paramilitary personnel, 

who at this time were still estimated to be reliable, 

manned seven of the checkpoints positioned as 

inner cordons, and Marines of Lieutenant Colonel 

Gregg P. Olson’s 2d Battalion, 1st Marines and 

Lieutenant Colonel Brennan T. Byrne’s 1st Battalion, 5th Marines set up five outer checkpoints to 

complete the ring around the city. As this was occurring, the two Marine battalions began moving 

significant combat power to the northeast corner 

of the city. 

On 3 April, Lieutenant General Sanchez issued his order for Operation Vigilant Resolve, 

aimed at denying insurgent sanctuary in al-Fallujah and arresting those responsible for the Blackwater atrocity. The two Marine battalions moved 

into positions around the eastern and northern 

portion of al-Fallujah to seal the outer cordon of 

al-Fallujah. The Marines and Iraqi paramilitary 

personnel continued to receive fire on their position and the “friendly” Iraqis soon left their positions. Their abandonment of their posts brought 

the dispatch to al-Fallujah of the 36th Commando 

Battalion, a specially trained unit augmented and 

mentored by the U.S. Army’s Special Forces to 

fight alongside American troops. This unit would 

acquit itself well in combat during the weeks 

ahead. In his commander’s comments of 3 April, 

Major General Mattis raised the difficulties of conducting offensive operations in al-Fallujah:39 

My intent is to then enter the city from 

two directions, which will draw fire from 

guerillas and put us in a position to exploit 

our own well considered and conditions 

based operation. There are over 250,000 

inhabitants in the city, the vast majority of 

whom have no particular love for the Coalition, but are also not insurgents. From a 

moral, ethical, legal, and military perspective, we will fight smart: We do not have 

to be loved at the end of the day, this is a 

goal that is no longer achievable in Fallujah, but we must avoid turning more young 

men into terrorists. We will also avoid doing 

what the insurgents, terrorists, and foreign 

fighters, and “Arab Street” all expect, and 

that is the thoughtless application of excessive force as if to strike out in retribution for 

the murders. 

Major General Mattis and his division staff 

planned decisive operations to bring al-Fallujah 

under control while simultaneously maintaining 

the counterinsurgency operations in nearby arRamadi and the rest of al-Anbar and North Babil 

Provinces to prevent conceding any advantage to 

the insurgents. His orders called for a four-phase 

operation by Colonel Toolan’s 1st Marines:40 

Phase I: RCT-1 would begin sustained operations in al-Fallujah beginning 0100 on 5 April 

with a tight cordon of the city using two battalion 

task forces in blocking positions and traffic control points on all motorized avenues of approach. 

This stage included raids against the photography 

shop that printed the murder photos and against 

regimental high value targets. 

Phase II: Continuous raids would attack targets inside the city from firm bases established 

within northern and southern al-Fallujah. The information operations messages for the operation 

would be projected, thanking the local population for cooperation, and for the information they 

provided leading to death or capture of insurgent 

forces and informing citizens of measures necessary to protect themselves and families from 

harm. 

Phases III and IV: At moments of local commanders’ choosing, RCT-1 would then attack to 

seize various hostile sectors in the city, integrating and eventually turning operations over to 

Iraqi security forces. 

Colonel Toolan ordered his two battalions 

and supporting troops (the regiment’s supporting 

tank and assault amphibian company and artillery battery) into their battle positions in the early morning hours of 5 April. The 1st Reconnaissance Battalion swept to the north and east of the 

city against insurgent teams seeking to fire mortar 

rounds and rockets into Marine positions. Company D, 1st LAR Battalion moved north to cover 

Highway E1, the main artery in use to the west. 

Marines of Company B, 1st Combat Engineer Battalion and Navy Mobile Construction Battalion 74 

34
 
constructed a berm around southern al-Fallujah, 

further isolating the battle area. 

As Captain Kyle Stoddard’s Company F, 2d 

Battalion, 1st Marines occupied its battle position, insurgents engaged his 2d Platoon and combat engineer detachment with RPG-type rocket 

launchers and small arms fire. An Air Force AC130U gunship checked on station and coordinated with the battalion for fire support. When the 

AC-130 had stopped firing, the Jolan district fronting the battalion lay ablaze and the enemy threat 

had disappeared. 

With 2d Battalion, 2d Marines blocking any 

escape to the south of al-Fallujah, the assault of 

the city commenced on 6 April with 2d Battalion, 

1st Marines attacking into the northwest corner 

of the city, the Jolan District, while 1st Battalion, 

5th Marines attacked west from its positions south 

of the cloverleaf, into the industrial Sin’a District. 

Major General Mattis planned to pinch the insurgents from two directions, adding a steadily increasing pressure to their defensive dilemma. The 

fighting in late March had determined that the 

enemy lacked the resolve and the fighting skill 

to stop advancing Marine rifle units. A progressive advance into the city would exploit insurgent 

weaknesses and lead to their wholesale collapse. 

The entry into the city proceeded consistent 

with Colonel Toolan’s judgment as to the enemy posture. The moves from north and southeast 

into the city each night drew immediate fire from 

insurgents, revealing their locations, thus allowing the Marines to destroy them. The Marine battalions attempted to integrate Iraqi Civil Defense 

Corps troops into the blocking positions and New 

Iraqi Army units into Marine battalions as rapidly as possible. Marine commanders, Coalition authority representatives, and civil affairs officers advised the civil, tribal, and religious leaders of the 

city about the situation. These locals predicted 

dire consequences if the Coalition continued to 

move into the city. But the Coalition’s response to 

the city’s leaders was that their predictions lacked 

credibility, and that the city leaders bore major 

responsibility for the present conditions in al-Fallujah. The information operation campaign used 

public service announcements, handbills, and notifications to the mayor, city council, sheiks, and 

police. These announcements stated that a curfew would be imposed and enforced between 

1900–0600. 

As operations ensued, Major General Mattis signaled his concern about the I MEF southern boundary, where the parallel al-Sadr revolt in 

Baghdad and provinces to the south threatened I 

MEF communications to the south and east. Elements of al-Sadr’s militia (also termed the Mahdi Army) moved astride the Euphrates near alMusayyib on the Karbala-Baghdad highway. Iraqi 

police managed to restore order, but the uprising 

remained a serious portent of the future. By 6 

April, the inadequacy of Iraqi paramilitary forces could no longer be denied. Most of the 2,000 

Iraqi soldiers and police theoretically deployed to 

support the 1st Marine Division had deserted as 

soon as, or even before, the fighting began. The 

2d Battalion, New Iraqi Army, for instance, took 

fire while convoying from Baghdad on 5 April 

and refused to go into action with some 38 percent disappearing at once. Many of these Iraqi 

soldiers reportedly entered insurgent ranks. Only 

the 36th Iraqi Commando Battalion (400 troops 

with 17 U.S. Special Forces advisors) stayed the 

course, working alongside 2d Battalion, 1st Marines in Jolan. The 506th Battalion of the Civil Defense Corps proved unsteady but useful at manning exterior checkpoints, but no other Iraqi soldiers served in this action. The 505th Battalion, 

for instance, never reported for operations. 

Major General Mattis decided to order in an 

infantry battalion from the 7th Marines and denounced the Iraqi security force program on 6 

April. 

A primary goal of our planning to date 

has been to “put an Iraqi face” on security 

functions as quickly as possible. With three 

weeks on the ground, reporting and experience has indicated that all Iraqi civil security organizations—police, Iraqi Civil Defense Corps and border force—are generally riddled with corruption, a lack of will, 

and are widely infiltrated by anti-Coalition 

agents. In one case we have reporting that 

an entire unit located in Fallujah has deserted and gone over to the insurgent side. 

Their treachery has certainly cost us killed 

and wounded. 

There are a number of explanations for 

this turn of events, not the least of which 

is that until now the forces have been little 

more than a jobs program. We are only now 

asking them to man their posts, to step up 

35
 
and be counted, and it would seem many 

are either voting with their feet—or their allegiance. 

Starting on 7 April, RCT-1 attacked continuously for 48 hours, killing and routing those insurgents who had stayed to fight. Fighting at 

times was at close range, no more than 25 meters 

at best. The Marines continued to push. The 1st 

Battalion, 5th Marines moved through the southeastern district sectors of the city proper and controlled 1,500 meters of Highway 10 west of the 

cloverleaf. The 2d Battalion, 1st Marines continued attacking in its corner of the city, expanding 

to the south and west. A mosque gave special 

resistance to 1st Battalion, 5th Marines with small 

arms and rocket launcher (RPG) fire, leading to 

a coordinated assault to seize it, killing one insurgent and taking three prisoner. Route E1 remained open for Coalition traffic to the north of 

the city. Late on 7 April, the 3d Battalion, 4th Marines began to move from al-Asad Air Base to alFallujah, where it would join RCT-1 for the fight 

by the following afternoon.41 

Marines fought in full-scale urban combat for 

almost six days for the first time since 2003. The 

insurgents proved to be an adaptive force, using 

small three-to-five man teams, shoot-and-run tactics, and sniper fire revealing some skill. They also 

used indiscriminate mortar, artillery rocket, and 

handheld rocket launcher fire at a safe distance 

from Marine positions. They showed organized 

battle order, command and control using cellular phones, pigeons, and visual signals. Cached 

weapons and equipment in numerous locations 

throughout the city allowed them freedom of maneuver. Marines saw numerous cases of civilian 

observers cueing insurgents to the movements of 

Marines thus exploiting the rules of engagement 

under which Coalition troops fought. In any case, 

after Marines achieved superior firepower, insurgents retreated and attempted to blend with the 

civilian populace, allowing them to fight another 

day.42 

Supporting arms proved essential even when 

Marines engaged in close quarters combat. Lieutenant Colonel Olson characterized it as “. . . 

wave after wave of close air support aircraft: Air 

Force F-16C, and AC-130, Marine AH-1W Cobras 

and UH-1N handled the mission load.” Throughout the entire month of April Captain Brad S. Pennella’s Battery A, 1st Battalion, 11th Marines shot 

30 counter-fire missions against insurgent mortar 

and artillery rocket positions and fired 14 missions to support the infantry. In addition, Company C, 1st Tank Battalion (Captain Michael D. 

Skaggs) attached a platoon to each infantry battalion in direct support. Repeatedly, under steady 

RPG and small arms fire, the M1A1 tanks rolled 

into enemy territory and demolished enemy personnel and equipment.43 

Combat in al-Fallujah demonstrated many unusual characteristics. Residences make up most of 

its over 50,000 buildings except in the industrial 

Sina’a District. The brick or concrete homes typically are one or two stories high, with flat roofs, 

enclosed courtyards and perimeter walls. While 

some neighborhoods have a normal grid pattern, 

the Jolan District revealed twisted alleyways and 

jumbled streets, repeated to an extent in the industrial southeast. 

The narrow streets and walled enclosures 

channelized attacking Marine rifle squads, but 

the enemy engaged in little street fighting, preferring to hole up and fight from ambush inside 

the houses themselves. By doing so, they avoided exposure to Marines placed in overwatch, observation, and sniper positions. The walls of the 

typical house resisted grenade fragments, making it possible to clear each room individually. 

The windows typically were barred; doors, gates, 

and even internal barricades were reinforced with 

some type of reinforcement material, making 

some houses miniature forts, requiring multiple 

shots of multipurpose assault weapons, rockets, 

and tank guns to breach or reduce. 

The houses offered multiple entry and exit 

points at the front, kitchen and side or rear, enabling insurgents to move easily through the residential areas. Their tactics frequently relied upon 

arms caches in many houses, enabling them to 

move unarmed between houses in the guise of 

innocent civilians, then set up in ambush of the 

Marines. After they were inside, Marines usually found the same layout: the front door opened 

to a small entryway with twin doors leading into 

two sitting rooms. Beyond these one encountered 

interior doors opening to the central hallway, 

where all first floor rooms led. In that hallway 

stood the typical stairwell to the second floor, 

containing more rooms and an exterior stairwell 

to the rooftop.44 

The increased security focus and operational tempo in the division’s zone fostered an additional operational planning effort to develop 

36
 
shaping operations in and around al-Fallujah to 

support the main effort. The intelligence analysis 

identified three key cities harboring and supporting enemy activities: Saqlawiyah, Karmah, and 

Jurf as-Sakhr. The staff made plans for combined 

operations in these cities. With Colonel Toolan 

and his staff best focused on the city of al-Fallujah, Major General Mattis activated the division’s 

alternate command group “Bravo.” Led by Brigadier General Kelly, “Division Bravo” moved to 

North Babil province and assumed command of 

the two infantry battalions there. These two battalions would play a key role in establishing a 

secure environment for the ongoing Arba’een pilgrimage, which brought hundreds of thousands 

of Shi’a faithful into Karbala. Some operational 

planning teamwork later occurred to conduct a 

relief in place by the Army’s 1st Armored Division, which was by then beginning to engage in 

operations to the south of Baghdad.45 

As Marines poised and repositioned for further operations on 9 April, orders arrived from 

Lieutenant General Sanchez to cease all offensive operations in al-Fallujah. The Coalition Provisional Authority, headed by Ambassador L. Paul 

Bremer III, had prevailed upon General Abazaid 

to order a cease-fire at the behest of the Iraqi 

Governing Council (IGC) in Baghdad. Politics 

brought RCT-1’s momentum to a stop. Marines 

received the order to cease offensive operations 

with some disbelief. The reason for the halt was 

to allow IGC council representatives the opportunity to negotiate the enemy’s surrender. 

An uncertain siege continued for three 

weeks. The arrival of 3d Battalion, 4th Marines 

on the eighth saw it employed immediately in a 

new zone of attack oriented southwest from the 

northeast corner of al-Fallujah. As it took up the 

main effort, the other two battalions continued to 

move and to reduce insurgent pockets of resistance. The enemy fired rockets and mortars from 

the city center but had by then lost all of its initial defensive positions. The insurgents remaining 

within the city limits tried to use the cease-fire to 

their advantage to no surprise for the Marines of 

the assault battalions. Colonel Toolan tightened 

the cordon on the city to prevent either reinforcement or exfiltration of the insurgents. The 36th 

Commando Battalion continued to fight alongside 

the Marines and continued to distinguish itself as 

the sole Iraqi unit that had proven itself in combat. The 505th Battalion manned checkpoints under supervision on the outskirts of the city. 

Captain Jason E. Smith had led his Company B, 1st Battalion, 5th Marines through some of 

the heaviest fighting in the industrial area during the formal offensive operation. He returned 

to the offensive again on 13 April. The insurgents 

surrounded the attached 3d Platoon, Company 

A, which lost an assault amphibious vehicle and 

took several casualties. Leading the rescue effort, Captain Smith guided his convoy toward the 

smoke of the burning vehicle and then dismounted, racing to the first vehicles to lead his Marines 

to the trapped platoon. With total disregard for 

enemy fire, he coordinated attacks on the insurgents and returned fire himself. Organizing a defensive perimeter and evacuating casualties, he 

supervised the recovery of the disabled tracked 

vehicle and coordinated the withdrawal as part of 

the rear guard.46 

Representatives from I MEF, the Coalition authority, and Iraqi organizations began to negotiate 

with the insurgents, but little progress was made. 

Marines had to defend themselves from repeated 

insurgent violations of the ceasefire. On 25 April, 

both Lieutenant General Conway and Major General Mattis met with former Iraqi Army generals to 

discuss the possible formation of a military unit in 

al-Fallujah. This unit came to be called the “Fallujah Brigade.” By 28 April the Fallujah Brigade had 

begun assembling and on the 30th, a turnover 

led to the phased movement of the 1st Marine Division out of al-Fallujah. For Lieutenant General 

Conway, the unusual negotiating opportunity given a field commander allowed a least bad solution 

to an insoluble dilemma: the 1st Marine Division 

no longer had authority to continue the assault 

and to clear the city, plus it lacked the manpower 

and other resources to manage a prolonged siege 

of the city. The negotiations produced the Fallujah Brigade, which gained the quick approval 

of the military chain of command. Ambassador 

Bremer protested but in the end he had called for 

the ceasefire and by the end of April even more 

serious problems developed.47 

Insurgency in al-Anbar Province 

April 2004 

The 1st Marine Division fought its 1st Battle 

of al-Fallujah well but with considerable interference. The ensuing days saw a widespread rising 

of violence and opposition to occupying forces, 

37
 
Table 4-1: Ground Combat Turnover, July-October 2004 

Initial Deployment Replacement Unit Area of Operations Transfer of Authority 

3d Bn, 4th Mar 1st Bn, 8th Mar Denver 14 July 

1st Bn, 5th Mar 3r

d Bn, 1st Mar Raleigh 17 July 

2d Bn, 7th Mar 1st Bn, 23r

d Mar Denver 18 September 

3d Bn, 7th Mar 1st Bn, 7th Mar Denver 22 September 

2d Bn, 1st Mar 3d Bn, 5th Mar Raleigh 8 October 

2d Bn, 2d Mar 2d Bn, 24th Mar Raleigh 11 October 

2d Bn, 4th Mar 2d Bn, 5th Mar Topeka 26 September 

3d Bn, 11th Mar 2d Bn, 11th Mar Topeka 29 September 

3d Bn, 24th Mar 2d Bn, 10th Mar Taqaddum AB 4 October 

1st LAR Bn 3d LAR Bn Topeka 16 September 

1st Recon Bn (-) 2d Recon Bn (-) Raleigh 27 September 

in some instances reflecting the rising temperatures and the public’s frustration with the squalid 

conditions in the city. In other cases, violence was 

planned by anti-Coalition factions and insurgents. 

In al-Anbar Province, insurgent groups rallied to 

support their brethren remaining behind in the 

city, spurred by the al-Fallujah insurgent and foreign fighter leaders who escaped in the first days 

of April. But another crisis overshadowed the difficulties of soldiers and Marines in that province, 

one with great political impact. 

The relatively young but influential Muqtada al-Sadr, scion of a Shi’a clerical dynasty, enjoyed increasing power and popularity after the 

overthrow of the Saddam Hussein regime. Having served as a symbol of Shi’a resistance to the 

former regime, he continued as a resistance leader by opposing the U.S. and Coalition occupation of Iraq. In 2003 he formed a militia, which 

became known variously as the Sadr Militia or 

the Mahdi Army, and announced a shadow Shi’a 

government in al-Kufah, where he intended to 

establish government ministries. Al-Sadr continued to pose obstacles to the Coalition Provisional 

Authority’s plans for a transition to Iraqi self-rule 

via the Governing Council, and on 5 April 2004, 

Coalition authorities closed his newspaper and 

called for the leader’s arrest on various charges. 

At the same time, thousands of Iraqis in Baghdad 

(he was the de facto ruler of the Sadr City section of Baghdad) and the Shi’a cities of al-Kut, 

Karbala, ad-Diwaniyah and an-Najaf took to the 

streets to support al-Sadr, while al-Sadr’s militia 

seized government buildings and police stations 

in a major uprising and challenge to the Coalition 

Provisional Authority. 

All out war returned to Baghdad. For the first 

time in a year, tank cannon and 25mm chain gun 

firing resounded through the streets of the city. 

The 1st Armored Division halted its redeployment movements on 6 April, having turned over 

the garrison mission to the 1st Cavalry Division. 

Lieutenant General Sanchez issued orders to 1st 

Armored Division to deploy combat units south 

of Baghdad with warnings of further actions to 

come. He further ordered Operation Resolute 

Sword on 7 April to govern further actions against 

the Mahdi Army. 

The Mahdi Army is declared to be a hostile force; Coalition forces are authorized to 

engage and destroy the Mahdi Army based 

Table 4-2:Aviation Turnover,August-September 2004 

Initial Deployment Replacement Base Relief in Place 

HMH-466 HMH-361 al-Asad 2 September 

HMLA-775 HMLA-367 al-Asad 7 September 

VMGR-352/234 VMGR-352/452 Taqaddum 7 September 

HMLA-167 HMLA-169 al-Asad 23 August 

HMM-261 HMM-365 al-Asad 27 August 

HMM-161 HMM-268 Taqaddum 8 September 

HMM-764 HMM-774 al-Asad 19 September 

VMA-214 VMFA(AW)-242 al-Asad 17 August 

VMU-2 VMU-1 Taqaddum 14 August 

38
 
solely upon their status as members of the 

Mahdi Army. There is no requirement for 

members of Mahdi Army to commit a hostile act or demonstrate hostile intent before 

they can be engaged. Muqtada al-Sadr is 

the leader of Mahdi Army. Positive identification of Mahdi Army targets must be acquired prior to engagement.48 

With the dispatch of 3d Battalion, 4th Marines 

to RCT-1 and the al-Fallujah battle, Major General Mattis sensed that the division had reached 

the end of its resources, yet he suspected that an 

emerging danger to the east and south remained 

with the al Sadr Revolt.49 

The current tempo and widespread enemy surge across our operations area has 

this division stretched. We are moving aggressively against the enemy across our 

zone but there are enemy forces operating 

in areas where we have no forces and the 

Iraqi security forces are impotent. We lack 

sufficient forces to fully address the enemy 

in the area north of Camp Fallujah (vicinity 

of al Karma), Jurf al Sukr, Northern Babil 

and the rocket belt south of Fallujah and 

Abu Ghraib prison. We will address those 

enemies once we free up forces so we can 

destroy their sanctuaries. Additional forces to command and control the Northern 

Babil fight, a regiment headquarters, a tank 

company (personnel only), and one USMC 

infantry battalion have been requested by 

separate correspondence. 

In northern Babil Province, two U.S. battalions under the 1st Marine Division sought to 

maintain the flux of events between the al-Fallujah and al-Sadr uprisings. The 1st Battalion, 

32d Infantry, focused on securing routes for the 

Arba’een pilgrimage of the Shi’a. This required 

ambushing insurgents setting explosive devices, 

mounting patrols along routes in the zone, and 

supporting the traffic control points manned by 

the Iraqi Civil Defense Corps. When feasible, patrols of 1st Reconnaissance Battalion moved in 

from its usual areas south of al-Fallujah to counter 

insurgent indirect fire and booby trap teams. 

While escorting a convoy into al-Anbar Province, the reconnaissance battalion’s 2d Platoon, 

Company B, ran into a well-concealed and fortified ambush position southwest of al-Fallujah. 

When Captain Brent L. Morel, the platoon commander, saw his lead vehicle smashed by a rocket, he ordered his other two vehicles to flank the 

insurgent position. As insurgent mortar and machine gun fire increased, he led an assault across 

an open field and up a ten-foot berm into firing positions from which the reconnaissance Marines eliminated 10 insurgents at close range and 

forced the others to flee. Continuing the assault 

against the other insurgents who continued to pin 

down the convoy, Captain Morel received a fatal burst of automatic weapons fire. Leadership 

then fell to team leader Sergeant Willie L. Copeland III, who continued the assault by fire with 

his five Marines while shielding and attempting 

to save the life of his captain. Under the cover 

of hand grenades, they withdrew to safety with 

Captain Morel’s body. In the same action, Sergeant Lendro F. Baptista led his three-man team 

against more insurgent positions, single-handedly 

killing four of them at close range while directing fire against several others. He then personally 

covered the withdrawal of the team to safety with 

his own firing. 

In AO Topeka, the soldiers and Marines with 

the Army’s 1st Brigade fought feverishly against 

insurgents rallying to support the al-Fallujah fighting. Fighting in Ramadi reached a new level of 

intensity, with 6 April being the worst day, when 

12 Marines of 2d Battalion, 4th Marines died in 

an urban firefight against insurgents operating in 

small groups that initially attacked the Government Center. The battalion succeeded in defending the government buildings, assisting in extracting Coalition authority officials and pushing the 

attackers into the eastern side of the city. 

At 1048 on 6 April, Company G received small 

arms and rocket launcher (RPG) fire in the al-Malaab District. The patrol, pursuing the attackers, 

cordoned off the buildings in the area; small arms 

fire erupted from on them. Two squads engaged 

the enemy, and the battalion sent its quick reaction force. At approximately 1145 Company G received more fire and at 1205 was pinned down 

in a house. The quick reaction force moved to 

the area in support but was engaged by enemy 

as well, one block east of Company G. Captain 

Christopher J. Bronzi, the company commander, 

led his Marines in the ensuing 24 hours of action, 

personally destroying several enemy fighting positions and repeatedly exposing himself to small 

39
 
arms and grenades as he rallied them and eliminated numerous insurgents. At one point on the 

sixth, he led a fire team into a fire-swept street to 

recover the body of a fallen Marine. 

At this time the battalion received notice from 

1st Marine Division that three mosques in the area 

had called for “Jihad.” At approximately 1330 an 

explosive device was reported in Company E’s 

sector, on the eastern outskirts of the city, and 

while cordoning off the area it too received small 

arms fire. At approximately the same time just to 

the east one of the battalion’s sniper teams, set up 

near the Euphrates River, was attacked by 12–15 

men. At approximately 1400 a Company E patrol 

was ambushed. A quick reaction force was dispatched to reinforce the patrol when it engaged 

with the enemy still further to the east of the city. 

This quick reaction force had two Humvees hit 

and its platoon commander critically wounded. 

Under heavy machine gun and rocket fire, Corporal Eric M. Smith, a squad leader, assumed 

command of the platoon and led the Marines 50 

meters across open ground, where they set up 

in a few fighting holes placed along Route 10. 

Smith then ran back across the field to evacuate 

his platoon commander and the platoon’s weapons. Employing machine guns from the platoon’s 

seven-ton truck, Corporal Smith led a counterattack against the insurgent force and relieved another squad that had been pinned down. When 

an Army mechanized infantry platoon arrived, 

Smith coordinated the evacuation of casualties 

and withdrew the platoon to the company command post. 

The battalion determined that fighters came 

into Ramadi on motorcycles and in pickup trucks, 

met at a central location (likely the soccer field), 

and informed the town’s people that they were 

going to attack U.S. forces that day. On the spot 

interrogation revealed the insurgents forced residents out of their homes as the insurgents prepared to engage the Americans. When the fighting subsided, the insurgents made a planned 

withdrawal on motorcycles and possibly in boats 

on the Euphrates back to their base camps.50 

The launching of Operation Vigilant Resolve 

clearly ignited festering insurgent cells that had 

planned incursions of these types. Having stirred 

up a hornet’s nest across the al-Anbar Province, 

the Coalition forces found themselves extended 

perilously beyond any tolerable limits. The insurgents established ambushes, roadblocks, emplaced explosive devices, and fired all kinds of 

weapons indirectly at Coalition forces. As part of 

the insurgent’s effort to cut lines of communications, they moved against key bridges, including 

the Thar Thar Bridge over the canal of the same 

name. 

In addition to the surprising mobility and 

strength of the insurgents, they displayed an excellent grasp of information operations. Their propaganda reached television and radio stations, appeared on the internet, and coursed through the 

streets by word of mouth. Some groups distributed fliers and videos alleging Coalition atrocities 

and insurgent successes. Arab satellite news programming, especially the ubiquitous Al Jazeera, 

highlighted the “excessive force” of the Marines 

and soldiers of 1st Marine Division, making allusions to the Israeli actions in Palestine as further 

denunciation. With no western press embedded 

with I MEF forces and the streets too dangerous 

for independent reporting, the media battlefield 

fell to the insurgents. 

The Iraqi Governing Council caved in to pressures within and without its chambers. Three of 

its members resigned in protest, and five others 

threatened the same. Mr. Bremer met with the 

Council on 8 April and received the opinions of 

the Sunni members that Operation Vigilant Resolve amounted to “collective punishment” and 

that even more massive demonstrations of resistance and opposition were in the offing. Mr. 

Bremer was already under pressure to deal with 

the al-Sadr revolt, the British had criticized him 

for his heavy-handed approach in al-Fallujah. He 

also knew that the Abu Ghraib Prison scandals 

were about to become public knowledge. Thus, 

he probably decided to cut his losses. For him, 

the larger objective of returning sovereignty to 

the Iraqis by 30 June probably took precedence. 

These were dark hours for the U.S. and Coalition position in Iraq, and the political-military 

direction of the campaign demonstrated considerable weakness and discord. The “transfer of sovereignty” did occur for Mr. Bremer, who advanced 

it two days to forestall further difficulties, and he 

departed Iraq minutes after the ceremony. But 

the idea of sovereignty had little meaning in Iraqi 

streets. Still ahead lay several months of fighting 

and many casualties to restore a semblance of order in Iraq. The lessons were hard, but Marines 

would again visit al-Fallujah, which they knew 

from the moment the battle was terminated on 30 

40
 
April. Nominally, I MEF reported 27 U.S. killed in 

action and over 90 wounded in the First al-Fallujah Battle, but Army and Marine Corps casualties, 

in related incidents in Ramadi and the area surrounding al-Fallujah, were just beginning to show 

the extent of their activities. In April, the 1st Marine Division alone suffered 48 Marines two soldiers and one Navy corpsman killed in action, 

with the wounded in action totaling 412 Marines 

43 soldiers and 21 sailors. Little information exists 

on casualties for the few Iraqi forces fighting with 

the Coalition. Enemy losses can never be known, 

but are estimated by some intelligence sources 

as 800 Iraqis killed, which undoubtedly included 

noncombatants. 

7th Marines Counterstrike in Operation 

Ripper Sweep (14 April–1 May 2004) 

Thwarted in their efforts to eradicate the insurgents from al-Fallujah, Lieutenant General Conway and Major General Mattis turned to the many 

instances of insurgency in the surrounding areas 

of the province. The Army 1st Brigade worked 

unceasingly to maintain a semblance of order in 

ar-Ramadi, using the full panoply of raids, cordons, and various types of patrolling and ambush 

actions. In the western province, RCT-7 continued to interdict the ratlines (insurgent transportation routes) as before the al-Fallujah incidents, 

also raiding suspected insurgent cells across the 

Euphrates valley between al-Qaim and Rawah. 

Beginning on 10 April, Major General Mattis’ staff began to work with Colonel Tucker’s 

RCT-7 to develop a plan to move a key part of 

the RCT into AO Raleigh to relieve RCT-1 of further distractions outside al-Fallujah and to deal 

with the incipient insurgent activities in the towns 

and countryside surrounding al-Fallujah. Colonel 

Tucker had his staff devise a plan to free sufficient combat power from the camps and duties 

in western al-Anbar Province and to move it with 

the regimental tactical command post to positions 

in the east of AO Atlanta. 

The resulting plan juggled missions of many 

units of the entire I MEF. The 3d Marine Aircraft 

Wing would have to assume responsibility for security of Camp Korean Village to free the 1st LAR 

Battalion, leaving the border crossings Trebil and 

Wallid uncovered (the crossings remained closed 

for most of the month during the al-Fallujah crisis). The Azerbaijani company stationed at Camp 

Hadithah Dam would be reinforced with only a 

detachment from 3d Battalion, 4th Marines and 

a small craft company. The Taqaddum security 

battalion, 3d Battalion, 24th Marines replaced 2d 

Battalion, 7th Marines at Camp Hit. At Camp alQaim, only 3rd Battalion, 7th Marines remained 

to counter insurgents at the Syrian border zone. 

The Haditha Dam and Hit zone formerly occupied by 2d Battalion, 7th Marines was covered by 

Task Force Walsh (Major Bennett W. Walsh—who 

commanded the 1st Small Craft Company) consisting of L Company, 3d Battalion, 24th Marines 

Company C, 1st Combat Engineer Battalion, the 

1st Small Craft Company, a platoon left by 1st LAR 

Battalion, a platoon of military police, detachments of volunteers, and the Azerbaijani company. The regiment’s executive officer, Lieutenant 

Colonel John D. Gamboa, took command of what 

became known as “RCT-7 West” at the main command post during the regiment’s offensive foray 

around al-Fallujah. As part of this offensive, Major 

General Mattis assigned Colonel Tucker an additional mission of clearing the right bank of the 

Euphrates along Route 10 as far as the peninsula 

west of al-Fallujah, closed for several days because of explosive devices and ambushes. 

The force taken by Colonel Tucker on this operation consisted of his tactical command group, 

the 2d Battalion, 7th Marines 1st LAR Battalion, 

3rd Platoon, Company C, 1st Tank Battalion (attached at the time the al-Fallujah battle began), 

Battery E, 2d Battalion, 11th Marines and a platoon from 1st Force Reconnaissance Company. 

Major General Mattis clarified his plan on 13 

April: 

The division is stretched thin with the 

route security mission coupled with the Fallujah cordon. These missions tie down a 

significant portion of our maneuver assets 

and the sooner we receive direction about 

the anticipated resolution of Fallujah negotiations, the better. While accepting a short 

term risk in the west permits us to move 

against several enemy sanctuaries and dominated areas in area Raleigh, RCT-7 must return to the western operating area in approximately seven to ten days or we will 

face setbacks along the rat lines that may 

negate our successes further east. Limiting 

defensive route security missions and maintaining the cordon around Fallujah for as 

short a period as possible are tactical imper41
 
atives; we need to return to the offensive as 

rapidly as possible.51 

As the task force organized by Colonel Tucker began to assemble at al-Asad Air Base, the situation continued to deteriorate as the division reported on the 13th: “. . . the two companies of 

effective Iraqi Civil Defense Corps from the 507th 

Battalion have essentially quit.” 

The division’s order of the day for the fourteenth set out the mission for RCT-7, and Colonel Tucker issued his orders for Operation Ripper 

Sweep, to be conducted in three initial phases: 

At al-Asad: rearm, refit, refuel and rehearse in preparation for upcoming operation in support of the division’s efforts at 

Fallujah. Depart al-Asad at 1400 on 15 April 

for area Raleigh. At 0600, 16 April, commence the attack astride the main routes 

from Taqqadum, clearing the insurgents 

from the southwest of Fallujah through alAmirah. Continuing on order to clear Jurf 

as Sakhr, preparing for further operations in 

the security zone of RCT-1.52 

At 0600 on 16 April, the Ripper Sweep forces began the offensive with 1st LAR Battalion attacking southeast where a blocking position was 

established to support the follow-on clearance 

in zone by 2d Battalion, 7th Marines between 

Taqqadum and Fallujah. Insurgent resistance remained minimal. The only notable contact during 

the clearance occurred when 1st LAR units were 

engaged by small arms from a fuel truck while 

south of Fallujah. The Marines suspected a vehicular bomb and destroyed the truck with 25mm 

cannon fire, wounding both occupants, who received immediate medical evacuation. At 1300 on 

18 April, 2d Battalion, 7th Marines and 1st LAR 

Battalion continued the attack into the center of 

al-Amiriyah town, covered overhead by Air Force 

F-16 Falcon fighter bombers and Marine Corps 

AH-1W Cobra attack helicopters. Instead of resistance by the residents of al-Amiriyah, the reaction to the Marines who entered in their armored 

vehicles was warm. Intelligence had reported 

the town was a sanctuary for insurgents. Colonel Tucker said of the local’s reaction to the Marines “it was like liberating France.” The picture 

began to develop that the “bow-wave” caused 

by the overwhelming offensive capability of the 

task force had driven insurgent elements out of 

the entire zone well before the Marines arrived. 

Among several detainees the task force captured 

eight ranking person on the RCT-1 high value target list. 

The division commander reacted positively to 

the restoration of free movement from Taqqadum 

into and south of Fallujah, linking with the main 

surface communications to Kuwait. He ordered 

RCT-7 to continue movement as far as Jurf as Sak, 

linking with 2nd Battalion, 2nd Marines at its Euphrates bridge. Brigadier General Kelly’s Division 

Bravo group had extended that battalion in the 

vicinity to cover any move by al Sadr militiamen 

toward the division’s flank. Major General Mattis 

signaled the following: 

Following RCT-7’s actions this week, we 

will be driving the tempo throughout most 

of area Atlanta. RCT-7 will then return to 

the west and reestablish its dominance. The 

relief in place with 1st Armored Division in 

North Babil, freeing up two battalions, and 

the arrival of additional tank and assault 

amphibious vehicle companies will enable 

us to maintain the momentum we are now 

developing in the east. More importantly, 

we will have the forces necessary to exploit 

our success with persistent presence in key 

areas. It will soon be clear that Blue Diamond is the dominant tribe in the al-Anbar 

Province.53 

Colonel Tucker’s task force spent a day at 

Camp al-Taqqadum and Camp Fallujah conducting maintenance and preparing to continue with 

Operation Ripper Sweep. At 0400 hours on 22 

April the force took its offensive to the left bank 

of the Euphrates against al-Karmah, discovered by 

3d Battalion 4th Marines as an insurgent base after the initial Fallujah “cease-fire.” Once again, 1st 

LAR Battalion led the offensive, followed by 2d 

Battalion, 7th Marines. In a street-by-street search 

and clear operation the two battalions again encountered no insurgents but found numerous 

weapons caches and fifty-seven explosive devices. On 24 April the force moved to Camp Fallujah, while some rifle companies remained in al 

Karmah and continued operations until the end 

of the month. 

Because of actions taken by both RCT-1 and 

the Army 1st Brigade in isolating and support42
 
ing the RCT-7 task force in its attack, the al-Karmah action amounted to a division-level fight, 

an uncommon event except for the Fallujah battles of 2004. On the 20th, the division transferred 

responsibility for Northern Babel to the 1st Armored Division, then in the middle of its campaign against the al-Sadr uprising in the KarbalaNajaf-Kut region. The Division Bravo command 

group returned to the division, and the two battalions, 2d Battalion, 2d Marines and 1st Battalion, 32d Infantry, reverted to RCT-1 and 1st Brigade, respectively, as welcome reinforcements 

for their actions around Fallujah and Ramadi. The 

2d Battalion, 2d Marines formally relieved Colonel Tucker’s RCT-7 of its mission at al-Karmah on 

25 April. The next day, 2d Battalion, 7th Marines 

moved back to AO Denver to reestablish its presence in Hit and Hadditha. 

Although Operation Ripper Sweep officially 

terminated at this point, the task force remained 

at Camp Fallujah until 1 May, while Colonel Tucker and his staff planned a cordon of Fallujah in 

anticipation of a renewed attack by RCT-1 to destroy remaining insurgent forces in the city. With 

the decision instead to support the “Fallujah Brigade,” Major General Mattis put any such operations on hold. On 1 May, the remaining RCT-7 

forces departed Camp Fallujah and returned to alAsad and Camps al-Qaim and Korean Village in 

al-Anbar Province for resumption of stability and 

security operations. Western al-Anbar Province 

had not remained quiet during the regiment’s 

foray around Fallujah. Task Force Walsh worked 

hard in its economy of force mission in the HitHadithah zone, and the 3d Battalion, 7th Marines 

(the sole infantry battalion remaining in AO Denver) encountered considerable action in Husaybah and al-Qaim throughout the month. 

The ambitious sweep by 7th Marines around 

Fallujah found few insurgents, but succeeded 

in restoring the tactical initiative to the 1st Marine Division and in opening the land communications routes, scattering any insurgents who 

planned ambushes or of joining their brothers in 

Fallujah.54 

Restoring Balance in al-Anbar Province 

The festering problem of Fallujah would have 

to await its solution until after the U.S. forces had 

accomplished their unit rotations in mid-2004. 

The U.S. Army completed its final relief of units 

still remaining from the initial 2003 invasion and 

occupation period when the 1st Armored Division and 2d Armored Cavalry Regiment fought 

the al-Sadr revolt to a standstill in al-Kut, Karbala, 

and an-Najaf. The 1st Brigade, 1st Infantry Division, also awaited its relief in September by the 

incoming 2d Brigade, 2d Infantry Division, in early September. For the Marines of I MEF, the arrival of relief battalions and squadrons, planned for 

August and September, had arrived in the form of 

the reinforcements requested by Major General 

Mattis. Company B, 1st Tank Battalion joined the 

Fallujah cordon on 25 April, and Company B, 3d 

AAV Battalion joined RCT-7 at al-Asad Air Base 

on 13 May. 

For the time being, the combat forces of I 

MEF concentrated on the continuing security 

and stability operations, keeping the routes clear, 

and then turning to the major problem of training more reliable Iraqi security forces. The Iraqi 

security forces had failed to fight effectively in 

too many instances, not only in the I MEF sectors 

but also in face of the al-Sadr revolt, where over 

1,000 of the Iraqi Civil Defense Corps at Karbala 

and an-Najaf had deserted. The construction of 

the “India Base” near Camp Fallujah for Iraqi forces allowed RCT-1 to begin training in earnest. On 

5 June, it opened to the initial class of Iraqi Civil 

Defense Corps under the direction of the regimental operations staff. The Iraqi Civil Defense 

Corps later converted to the Iraqi National Guard 

at the end of June and upon the turnover of sovereignty to the Iraqi interim government. In addition, the regiment undertook the training of the 

new Showani Special Forces, establishing a camp 

for their initial training at Camp Fallujah under 

the direction of Company A, 3d Assault Amphibian Vehicle Battalion. In July the 1st Marine Division convened two-week courses for National 

Guard officers and non-commissioned officers at 

Camp Ramadi, using embedded Army and Marine 

Corps non-commissioned officers to mentor and 

to train them. 

In area Raleigh, RCT-1 ran constant patrols 

of the main supply routes thanks to its reinforcement by the Army 112th Military Police Battalion from I MEF operational control. As the last 

of RCT-7 units departed in early May, Colonel 

Toolan divided the area into three sectors. The 

2d Battalion, 1st Marines oriented its efforts to the 

northwest of Fallujah along Route E1 and town of 

Saqlawiyah. From Camp Abu Ghraib, the 1st Battalion, 5th Marines oriented north of Fallujah to43
 
 

ward al-Karmah, and 2d Battalion, 2d Marines established a presence to the south of Camp Fallujah to the Euphrates River. Engineers removed the 

Marine defensive positions in the southern and 

northern edges of the city, now in the hands of 

the Fallujah Brigade and the Iraqi National Guard. 

As the Marine battalions expanded their presence 

in the surrounding villages, they began to mount 

combat patrols to attack insurgents attempting 

ambushes, laying explosive devices, or setting up 

rocket or mortar attacks. 

No end came to the insurgent challenges at 

Fallujah. On 24 June, they launched coordinated attacks on Route E1 and Traffic Control Point 

1. The fighting began early in the morning and 

lasted throughout the day. Marines of Company 

G, 2d Battalion, 1st Marines defended effectively 

with a variety of direct fire weapons and air support. Fixed and rotary wing close air support orbited under control of the control point as the 

typical “escalation of force” continued. Tank cannon fired on buildings that continued to engage 

while a section of helicopters engaged other targets. A section of AV-8B Harrier attack aircraft circled overhead, another element of the reinforcements ordered to I MEF in the aftermath of the 

April Fallujah battle. 

A volley of handheld rockets damaged one of 

the AH-1W attack helicopters, which then autorotated into friendly positions. Multiple Harrier 

sections dropped laser-guided bombs on buildings from which insurgents continued to engage 

the Marine positions. As the day continued, the 

fighting eventually subsided as Iraqi security forces eventually responded and established control 

in the area. 

The luxury of concentrating on the Fallujah 

situation now faded for Colonel Toolan’s regiment, however. The initial suppression of the alSadr revolt allowed the Army to resume the redeployment of 1st Armored Division back to home 

stations, and the responsibility for Northern Babil 

once again reverted to I MEF beginning 27 June. 

Marines of 2d Battalion, 2d Marines returned to 

their base camp at Mahumdiyah. The soldiers of 

1st Battalion, 32d Infantry, returned to Colonel 

Toolan’s control and their operating base “FOB 

Chosin” near Iskandariyah. The RCT-1 area of operations doubled and the need for more forces, 

including Iraqi units, became more apparent.55 

In the west, RCT-7 reestablished its presence 

in the main population centers of area Denver. 

Although the improvised dispositions managed 

to keep the Hadithah-Hit zone fairly stable, the 

3d Battalion, 7th Marines fought several fierce actions in and around al-Qaim and Husaybah, the 

contentious border town. Insurgents tried several 

ambushes of Marine reconnaissance and security probes, and explosive devises detonated daily 

against Marine patrols. Finally a series of pitched 

fights led to the battalion commander, Lieutenant Colonel Matthew A. Lopez, personally leading a task force in a two day spontaneous assault 

and clearing operation of Husaybah using two of 

his rifle companies, the weapons company, and 

a detachment of 1st Force Reconnaissance Company to cordon and sweep the town. The fighting intensified and battalion mortars and helicopter close air support added to the firepower that 

killed an estimated 120 insurgents amid considerable mayhem. For the embattled Marines of that 

western border city garrison, the return of the 

regiment proved most welcome. 

A newly constructed operations center greeted Colonel Tucker upon his return to al-Asad Air 

Base. On 7 May, 220 combat replacements arrived 

at the base for the 1st Marine Division, an indicator of the changed circumstances of occupation 

duty in al-Anbar Province. With the return of 3d 

Battalion, 4th Marines from its duty with RCT-1, 

beginning on 13 May the regiment could begin 

the planning of new initiatives. From this planning emerged the operation “Rawah II.” 

The 1st LAR Battalion moved on 1 June into 

blocking positions to the north of Rawah. The 

main effort unit, 3d Battalion, 4th Marines staged 

at Haditha Dam for movement by road to the objective while its L Company waited at al-Asad Air 

Base for helicopter lift into the area. The supporting unit, 3d Battalion, 7th Marines closed the borders and provided blocking forces. Twenty-four 

aircraft flew in support over the small town, which 

Marines had not “visited” for over five weeks. An 

EC-130 “Compass Call” electronic warfare aircraft 

first over flew the town to predetonate explosive 

devices, followed by an electronic snooper EP-3 

Orion. As the LAR battalion units moved south 

toward Rawah, multiple sections of AV-8Bs orbited for surveillance and on call close air support. 

Finally, an AC-130 checked in for support as the 

main effort surged out of Haditha toward Rawah. 

Company L boarded its CH-53Es at al-Asad Air 

Base to be inserted at four different blocking positions simultaneously under cover of a section of 

44
 
AH-1Ws. An addition section stood on the ground 

in ready alert. Two CH-46Es carried the RCT-7 reserve platoon, intended to land as Airborne Vehicle Check Points to catch insurgents. Although 

RCT-7 had scheduled an EA-6B Prowler electronic warfare aircraft to jam and perform electronic 

surveillance, it did not appear because of aircraft 

carrier difficulties.56 

This raid netted six of the top 25 high value 

target persons on RCT-7 lists while the companies 

of 3d Battalion, 4th Marines remained in the town 

exploiting the success of the operation. The operation proved the last for this battalion; its relief 

unit, 1st Battalion, 8th Marines began the turnover process on 29 June, the first of the mid-deployment rotations. 

Major General Mattis had detailed the outline 

of these operations at the time the Fallujah situation came to a standstill: 

Following recent offensive operations 

the enemy has fallen back and resorted to 

small scale actions intended to inflict maximum casualties on our forces with minimal risk to his own. The key to maintaining 

the initiative is patient, persistent presence 

throughout the zone. This is best accomplished by dismounted troops aggressively patrolling their area of operations, gaining information from the populace and ambushing the enemy on his own ground. Episodic vehicular forays from our firm bases 

do nothing more than reveal our intentions, 

make us easy targets and incur severe handicaps. When he is weak, as he is now, he 

will implant improvised explosive devices 

along the main service routes in periods of 

darkness in our absence to strike our convoys. When he comes out to operate like 

this—we must be in ambush to meet and 

kill him. Through intelligence preparation 

of the battlefield, that identifies his likely 

avenues of approach and likely improvised 

explosive device sites, we must anticipate 

his next operation. We must think, move 

and adapt faster than he can and less overtly than we have to date. When we can keep 

the enemy at bay in an area, we must exploit the opportunity we have to conduct 

more aggressive civil military operations 

and reinvigorate our programs to select 

trustworthy members for training the Iraqi 

security forces.57 

The 11th, 24th, and 31st Marine 

Expeditionary Units Deploy to Iraq 

Part of the solution to the challenges I MEF 

encountered in the expansion of its battle zone to 

the east came in the timely appearance of three 

Marine Expeditionary Units (MEUs) from the U.S. 

A combination of early sorties and extended deployments made these important reinforcements 

available from July 2004 through the end of 2004. 

On 4 May, the 24th MEU (Colonel R. J. Johnson) 

received its alert to prepare to deploy to Iraq during 15 June 2004–15 February 2005, instead of 

its planned 17 August 2004–17 February 2005 period. By deleting its “special operations capable” 

exercises and certification, the unit accelerated its 

preparations, loaded equipment aboard USS Kearsarge (LHD-3) and USNS Charleston (T-LKA-113) 

in early June and began its airlift to Kuwait on 26 

June, while the ground combat element, 1st Battalion, 2d Marines (reinforced), completed the required predeployment training before beginning 

its airlift on 3 July. Assembling in Kuwait during early July, Colonel Johnson’s organization reported to 1st Marine Division for operations on 

24 July and accepted responsibility for Northern 

Babil province from RCT-1 on 1 August. Johnson 

took operational control of 2d Battalion, 2d Marines relieved the Army’s 1st Battalion, 32d Infantry with his own 1st Battalion, 2d Marines and 

began security and stabilization operations on the 

essential main service route south of Baghdad 

while asserting a continuous presence in several 

key towns. His aviation combat element, Medium Helicopter Squadron 263, only had its normal 

inventory CH-46E aircraft aboard USS Kearsarge, 

and upon arrival at Taqqadum drew additional 

light attack and heavy lift helicopters from 3d Marine Aircraft Wing resources.58 

The acceleration of Colonel Anthony M. 

Haslam’s 11th MEU(SOC) in its deployment came 

after it had completed its special operations capable certification, and it departed San Diego on 27 

May 2004 instead of the planned departure date 

of 17 June. It embarked aboard three ships of 

Amphibious Squadron 5 as part of Expeditionary 

Strike Group 3, commanded by Brigadier General 

Joseph V. Medina. 

The initial assignment for 11th MEU was the 

smoldering city of an-Najaf. After unloading from 

its shipping at Kuwait, Colonel Haslam sent his 

aviation element, Medium Helicopter Squadron 

45
 
166, to al-Asad Air Base, while awaiting the preparation of forward operating facilities at the main 

11th MEU camp, Forward Operating Base Duke. 

The 1st Battalion, 4th Marines (Lieutenant Colonel John L. Mayer) and its attachments used Forward Operating Base Hotel, a mere three kilometers north of the city’s center, whereas Duke 

stood 20 kilometers north of the city. The Marines and sailors of 11th MEU began to move into 

an-Najaf Province from Kuwait on 16 July and 

on 31 July relieved a small battalion task force 

“Dragon” of the 1st Infantry Division, having reported for operations to Major General Andrzej 

Ekiert, Polish Army commanding the Multinational Division Center-South on 21 July. At this point, 

the 2,165 Marines and sailors of Colonel Haslam’s 

command held sole responsibility for the 16,000 

square miles of the provinces of an-Najaf and Qadisiyah (capital: ad-Diwaniyah). In effect, Marines 

had returned to their old area of operations south 

of those they had occupied in mid-2003. 

The nominal mission received from Major 

General Ekiert consisted of conducting “offensive 

operations to defeat remaining non-compliant 

forces and neutralize destabilizing influences in 

an-Najaf Province” and to create a secure environment, supported by the usual stability and humanitarian operations. In effect, 11th MEU shouldered the responsibility of mopping up the alSadr Revolt remnants continuing to resist in the 

inner city in the aftermath of the departure of major U.S. Army forces that had destroyed most of 

the “Mahdi Army” militia of al-Sadr during May 

and June. 

In an-Najaf, the al-Sadr Militia had overwhelmed the Iraqi security forces and local international military forces of Major General Ekiert 

quickly and occupied key positions, including the 

governor’s compound, and the two highly significant Shi’a religious sites, Kufa Mosque and the 

Imam Ali Shrine. Successive attacks by part of the 

2nd Brigade, 1st Armored Division, and elements 

of 2nd Armored Cavalry Regiment in April and 

May recovered most of the city except for exclusion zones of one kilometer established around 

the two Shi’a holy sites, including the Old City 

and cemetery adjacent to the Imam Ali Shrine. 

The governor announced on 4 June that the Iraqi 

security forces would take responsibility for the 

exclusion zones, but the Mahdi Militia never laid 

down arms nor left the holy sites. Upon departing on 17 June, the 2d Armored Cavalry Regiment 

staff estimated that about 100 “hard core” fighters 

remained in each zone, along with an undertermined number of untrained insurgents. 

Colonel Haslam reported on the day he took 

responsibility for the scene that “I anticipate aggressive surveillance and incidents from Mahdi Militia in the near term to test our reactions 

and resolve. The 11th MEU (SOC) stands at the 

ready.”60 

New outbreaks of fighting soon dispelled any 

illusion that simply training local security forces 

and backing them up could accomplish the mission. Most of Lieutenant Colonel Mayer’s battalion fought an inconclusive engagement with the 

Mahdi Militia around the cemetery and governor’s 

complex on 5-6 August, supported by attack helicopters and at night covered by an AC-130 Spectre aircraft. Lieutenant General Metz assigned an 

Army cavalry squadron to reinforce the 11th MEU 

after the first day and 1st Battalion, 5th Cavalry 

Regiment, reported to Colonel Haslam on 7 August with the 1st Company, 227th Aviation Battalion’s AH-56A Apache attack helicopters in direct 

support. 

On 9 August, Iraqi and U.S. military leaders 

met at the governor’s compound to discuss future 

operations. This group included an-Najaf Governor Arufi, Iraqi Prime Minister Ayad Allawi, General George Casey, Lieutenant General Thomas F. 

Metz, Lieutenant General Conway and his I MEF 

deputy commander Brigadier General Dennis J. 

Hejlik. As a result, Lieutenant General Metz transferred the responsibility for the area to Lieutenant General Conway and assigned another Army 

squadron to Colonel Haslam’s control from his 

Task Force Baghdad, the 1st Cavalry Division. After a brief interlude of fruitless negotiations between Allawi and al-Sadr’s representatives, the 

Iraqi government finally authorized military force 

to settle the insurgency in an-Najaf.61 

With Brigadier General Hejlik overseeing the 

process with a small staff, Colonel Haslam received his reinforcements and planned the battle yet to come. As the reinforcements arrived, 

they applied a steady pressure against the alSadr militiamen with raids, probes, and skirmishes designed to determine their positions and exhaust their resources. The Iraqi National Guard 

404th Battalion already operated under Colonel 

Haslam’s control since the 31 July transfer of authority as the local garrison. The additional unit 

from 1st Cavalry Division reported to him on 10 

46
 
August: the 2d Battalion, 7th Cavalry Regiment. 

The 36th Commando Battalion, veterans of the 

Fallujah battle, joined on 13 August and the 2d 

and 4th Battalions, 1st Iraq Army Brigade arrived 

during the operation, remaining under the tactical control of I MEF. Several units of special operations forces operated in and around the city 

as well. 

The final attack into the al-Sadr center of resistance came with Colonel Haslam’s order of 16 

August for a three-phase operation by U.S. and 

Iraqi forces to “. . . clear Imam Ali Mosque Complex to defeat Mahdi Militia and capture or kill 

Muqtada al-Sadr to facilitate the return of the 

Imam Ali Mosque to proper Iraqi authorities.” The 

phases consisted of the following: 

Phase I: Shaping operations. The two cavalry 

squadrons (1st Squadron 5th Cavalry; 2nd Squadron, 7th Cavalry) launch limited attacks to occupy 

the cemetery and the old city zone south of the 

Medina. The 1st Battalion, 4th Marines attacks in 

the vicinity of Kufah and the remaining area of 

Najaf. 

Phase II: Penetration operations. The cavalry 

squadrons fix the insurgents from the north and 

southeast while Lieutenant Colonel Mayer’s battalion push through from the northwest to encircle the shrine, bringing the 36th Commando 

Battalion in assault amphibians in trace to its final 

assault position. 

Phase III: Decisive operations. The 36th 

Commando troops assault and secure the shrine, 

which is then occupied and secured by follow-on 

troops of the 1st Iraq Army Brigade. 

After a final 22 August confirmation briefing 

to Lieutenant Generals Metz and Conway and the 

Iraqi defense minister, the attack began. Beginning late the night of 24 August, Marines and cavalrymen battled through the streets and buildings 

through the following day, culminating with Marines encircling the Shrine at a distance of 100 

meters by the end of the 25th. Amid heavy fighting, the issue never came into doubt. Under fire 

support from artillery, mortars, attack helicopters 

and AC-130 aircraft, the infantry, tanks, and other 

fighting vehicles cleared all opposition. For the 

next 24 hours, while the Iraqi Commandos prepared to capture the shrine, mostly sniper engagements occurred in the area. 

But the al-Sadr Militia had suffered terrible 

losses and resistance ended. The occupants of 

the Imam Ali Shrine had no hope of escape; their 

supporters fell back, broken and depleted. In the 

end, the face-saving intervention of Grand Ayatollah Sistani eliminated the need to assault the 

shine and to continue the action against the Kufah Mosque. He brokered a truce on behalf of the 

Iraqi Government on 27 August. The Mahdi Militia agreed to surrender its weapons and to leave 

the Old City, the Imam Ali Shrine in particular. 

In addition, the militia agreed to relinquish the 

entire Najaf-Kufah area over to the Iraqi Government, specifically the Iraqi police and the Iraqi 

National Guard. From this point onward, al-Sadr 

turned to peaceful and political options. 

The 24 days of action in an-Najaf cost 11th 

MEU seven killed in action and 94 wounded; the 

Army cavalry lost two men. Iraqi forces casualties 

also included one American advisor killed and 

a significant number of Iraqi soldiers killed and 

wounded. These numbers paled in comparison 

to those inflicted on the Mahdi Militia. The 11th 

MEU estimated 1,500 of al-Sadr’s fighters were 

killed and an undetermined number wounded, 

most likely in the thousands. A positive aspect 

was the steady performance of the Iraqi security 

forces at an-Najaf, as the Iraqi local police, 405th 

and 36th Battalions all fought well and steadily, 

well-served by their embedded advisors.62 

U.S. forces remained undermanned in Iraq 

largely because of the scarcity of capable Iraqi 

forces. At an-Najaf, Marine Corps and Army units 

demonstrated an ability to maneuver and to reinforce a deteriorating situation even better than at 

the first battle of Fallujah. 

With the commitment of the Central Command theater reserve to operations in an-Najaf, 

its replacement in the Central Command order of 

battle also fell upon Marine Corps Forces. The assignment circulated in the Joint Staff in early June, 

based upon a requirement signaled by General 

Abezaid’s command on 2 June. The final orders 

went to the 31st MEU, commanded by Colonel 

W. Lee Miller, on 15 June in the form of a “SevenDay Prepare to Deploy Order.” As in the case of 

the 24th MEU deployment, the orders dispensed 

with the usual special operations capability requirement. 

The 31st MEU had operated in the western 

Pacific since forming for its 22d cycle in January, landing 2d Battalion, 3d Marines for training 

in the Marianas followed by the usual routines 

of exercises in Korea, Okinawa, and Thailand. 

As the deployment orders came, it exchanged its 

47
 
infantry battalion for the newly arrived 1st Battalion, 3d Marines and attachments on Okinawa 

and then embarked Amphibious Squadron 11 for 

training in the Marianas during 10 July–4 August 

before going to Kuwait. When it arrived at the 

end of the month, its estimated deployment of 

120 days (through 9 October) seemed half over, 

but its Marines and sailors would follow the experience of 11th MEU with their own odyssey commencing in October.63 

In midst of the press of ongoing combat operations and deployments of reinforcements to I 

MEF, the requirement remained to execute the 

scheduled turnover of forces and personnel during August and September. As noted above, this 

had already begun in certain cases, such as the 

arrival of 1st Battalion, 8th Marines in western alAnbar Province on 29 June. As specified in the 

original decisions by General Hagee in November 2003, the combat units and squadrons would 

serve a six- or seven-month deployment in Iraq 

while the personnel of the other organizations 

and staffs within I MEF would exchange with 

fresh groups flown in from their home bases. 

The force turnover in I MEF took place over 

a three-month period, reflecting the staggered deployment dates of the battalions and squadrons 

shown in the accompanying tables. In addition, 

the Army replaced in September its 1st Brigade, 

1st Infantry Division, with the 2d Brigade, 2d Infantry Division, commanded by Colonel Gary Patton. With Fallujah yet to be resolved and ar-Ramadi demonstrating persistent spikes of combat 

and violence, western al-Anbar Province was still 

untamed. 

In addition, 1st Marine Division exchanged 

artillery batteries and force reconnaissance, tank, 

combat engineer, and assault amphibian companies with fresh units from the U.S. The Ramadibased intelligence services of I MEF also rotated battalions, as 2d Radio Battalion relieved 3d 

Radio Battalion and 1st Intelligence Battalion replaced 2d Intelligence Battalion. 

As of 31 July, 29,129 Marines and sailors were 

in Iraq with I MEF forces, with 190 more Marines 

stationed in Iraq with other organizations. Provided by Marine Corps Reserve Forces, 10,929 

Marine reservists were on duty worldwide beside their active component brethren, more than 

one-fourth the total reserve structure. Casualties 

to date in Iraq since the return of I MEF in 2004 

were 97 killed and 1,064 wounded in action, of 

which 780 of the latter had returned to duty in 

theater.64 

48
 
Chapter 5: 

Second Fallujah Battle 

After the termination of the First Fallujah 

Battle in April 2004, the Marines who had concentrated in and around the city turned their efforts toward the pacification of surrounding areas 

where insurgents had exploited the main effort at 

Fallujah. Many of them had fled Fallujah before 

the fighting began and sought to establish themselves in new safe havens. The departure of the 

task force of 7th Marines back to western al-Anbar Province and the continuing actions of Colonel Toolan’s RCT-1 around Fallujah left the city 

itself in the hands of a desultory assembly of Iraqi 

police, Civil Defense Corps and Fallujah Brigade 

“troops.” For the ensuing month and a half, an 

uneasy peace settled on the city, with few incidents reported and the civil affairs, and humanitarian actions of 1st Marine Division resumed the 

effort to reconstruct the city’s infrastructure and 

support its self-government. Major General Mattis 

entered the city twice on well-armed “Fallujah patrols” to meet with city officials, and the Marines 

of 3d Civil Affairs Group resumed their efforts to 

identify and fund reconstruction projects. 

Fallujah in Repose 

Marines continued to man traffic control 

points in the outer cordon, while the police, Civil 

Defense Corps and Fallujah Brigade assembled 

and prepared to patrol in the city. Marines of RCT7 conducted a demonstration convoy through the 

city on Route 10, halting briefly at the municipal 

government center, with the support of the Fallujah Brigade. At no time, however, did the local 

security forces turn over usable weapons or insurgent prisoners taken from the city. 

Major General Mattis saw some positive aspects of the event: 

Today's successful joint patrol with the 

Fallujah Brigade represents the smallest of 

“baby steps” and should in no way be considered an opening of the city. Fallujah is 

still closed and a very dangerous place with 

large sections a “no man's land” controlled 

by jihadists, foreign fighters, and terrorists. 

In fact, an improvised explosive device was, 

without explanation, detonated at 0530, we 

think during emplacement and generally 

where the convoy principals dismounted 

to meet with the mayor. The convoy was 

planned and executed as a combat patrol 

with two powerful quick reaction forces 

waiting just off stage ready to respond, supported by significant rotary and fixed wing 

close air support. The good news is the general population, while still openly hostile towards the Coalition, is reportedly tired of 

the fighting and disruption and willing to allow civil affairs money to flow into the city. 

They see the cease-fire, as well as today’s 

events, as a continuation of their victory 

over the Coalition.65 

On 20 May, Lieutenant General Conway expressed his satisfaction with the relative calm in 

the entire province and prepared to leave all Fallujah checkpoints in the hands of Iraqi security 

forces, except for the Cloverleaf intersection of 

Routes 10 and E1. More good news came with 

the arrival of air reinforcement: 20 AV-8B Harriers of Marine Attack Squadron 214, as requested 

by Major General Amos in the middle of the Fallujah battle. Major General Amos remarked that 

day that 

These aircraft with their third generation 

targeting forward looking infrared [system], 

the Litening II pod, equipped with a digital 

downlink capability, will give the Marines 

on the ground, in places such as Fallujah 

and Ramadi, the ability to see “real-time” 

what is going on around them. The Harriers 

will then be able to deliver ordnance as required, confident that what they are attacking is exactly what our ground forces want 

attacked.66 

Marine commanders judged sporadic but increasing attacks on Coalition forces in late May 

as opposition to the upcoming transfer of sovereignty to the Iraqi interim government, not an 

emerging new threat. On 31 May, the Army 112th 

Military Police Battalion departed I MEF control 

and returned to the 1st Cavalry Division after two 

months’ service in al-Anbar Province. 

Already, changes in the U.S. senior leadership 

had begun that would replace the commanders 

who had directed I MEF and its major commands 

before the March 2003 invasion of Iraq. Major 

General Amos turned over command of the 3d 

49
 
Marine Aircraft Wing on 29 May to Major General 

Stalder and departed to assume command of II 

MEF at Camp Lejeune. Major General Mattis relinquished command on 29 August to Brigadier 

General Richard F. Natonski and assumed command of the Marine Corps Combat Development 

Command at Quantico. Both departing officers 

were promoted lieutenant general in their new 

commands and Brigadier General Natonski was 

promoted to the grade of major general after assuming command of 1st Marine Division. Finally, on 12 September, Lieutenant General John F. 

Sattler relieved Lieutenant General Conway, who 

departed to serve as the new Director of Operations (J-3) for the Joint Staff at the Pentagon. 

These new commanders would undertake resolution of the Fallujah problem in the months that 

followed. 

The eruption of coordinated attacks against 

Marine positions around Fallujah on 24 June continued in a series of what intelligence analysts 

considered “spikes” in insurgent activities. Reports 

of internecine fighting among tribal and extremist 

factions added to the frustrations of trying to assess progress in Fallujah. Although the U.S. leadership frequently voiced its hope that the quarreling reduced the effectiveness of the anti-Coalition 

insurgency, intimidation campaigns against Iraqis 

seeking to work for the Coalition or in Iraqi security forces continued to increase with deleterious 

effects upon the local security forces. An assessment of the Fallujah Brigade by Lieutenant General Metz’ strategic political-military staff in early 

July noted that the brigade had expanded to an 

overall strength of 2,075, including 23 general officers and 375 other officers. Although capable of 

limited patrolling in the city and maintaining liaison with I MEF representatives, the Fallujah Brigade had not attained any control over the city. 

In the view of the analysts, the Fallujah Brigade 

remained a failure and at best could be converted 

into an Iraqi Army unit subject to the same missions and standards of all other such units.67 

An ominous development surfaced with the 

continuing attacks upon 3d Marine Aircraft Wing 

helicopters flying in the Fallujah zone. The downing of an AH-1W Cobra attack helicopter during 

the 24 June attack was the second helicopter loss 

of the campaign and the second one in the vicinity of Fallujah. 

Following the downing of the Cobra on 5 

July, small arms fire northwest of Fallujah damaged a CH-46E Sea Knight transport helicopter 

of Marine Medium Helicopter Squadron 161. The 

aircraft came under fire soon after lifting off from 

its al-Taqqaddum base, wounding both pilots. 

The co-pilot, First Lieutenant Steven M. Clifton, 

assumed command of the aircraft and, ignoring 

his own injuries, directed first aid efforts in the 

cockpit while flying evasive maneuvers and returning to base safely as the aircraft suffered electrical failures, a flash fire, and degrading flight 

controls. There were two other incidents where 

helicopters were damaged or destroyed by small 

arms fire, killing one pilot in one incident and 

wounding four crewmen in the other. 

Unfortunately, the command seemed reluctant to face these trends. For example, the I MEF 

situation report for 9 September began with the 

following: “The overall number of attacks across 

the area of operations remains at decreased levels 

from the recent surge . . . However, a section of 

helicopters flying south of Fallujah received small 

arms fire and RPG fire and one helicopter was 

forced to land [author emphasis] . . . Multinational 

Force-West will continue to closely monitor this 

emerging threat to Multinational Force-West air 

assets.”68 

The decision process leading to the final assault on Fallujah and the eradication of the extremist and insurgent nests that it sheltered remained complex and diffuse. The new sovereign 

status of Iraq and the Allawi government signified 

that the Iraqi political and military leadership had 

to be convinced of the benefits of the operation 

and that U.S. and Coalition support could and 

would be mobilized for the humanitarian relief 

and eventual reconstruction of the damage that 

would ensue. The ability of U.S. forces to limit 

and ameliorate damage remained by itself a most 

contentious matter. 

The U.S. and Coalition military command 

saw sufficient progress to authorize initial planning and the early concept of operation began to 

emerge in the I MEF staff in September. A briefing in the first week of that month characterized 

“Fallujah Clearing Operations” as a pending task 

where, on order, the I MEF and Iraqi security forces would conduct “clearing operations in the vicinity of Fallujah proper, to defeat extremist forces in Fallujah when ordered.” Shortly thereafter, a 

staff paper identified the initial concept for shaping the upcoming battle. It characterized Fallujah as a safe haven for foreign fighters, terrorists, 

50
 
and insurgents, “a ‘cancer’ on the rest of al-Anbar 

Province.” The operations necessary to prepare 

the city for the final assault would include the 

targeting of leading operatives and foreign fighter 

groups for precision air strikes. Continued pressure in the form of traffic control points limited 

but did not stop movement into the city. Marine 

attacks around the city limits could increase pressure and instill uncertainty in the insurgents. In 

sum, the I MEF staff believed that the preparation 

of the battlefield required a steady tempo of attrition operations sustainable “until time for decisive action; mid-November.”69 

By 23 September, 1st Marine Division planners had produced a concept of operations for 

Fallujah, doubtlessly reflecting the time spent on 

the same problem in mid-April, when elements of 

both 1st and 7th Marines stood in position around 

the city and the staff had prepared a final, decisive attack. General Casey’s command had begun to use special operations forces against Abu 

Musab al-Zarqawi, an al-Qaeda terrorist chieftain. 

Intelligence agencies placed al-Zarqawi in Fallujah and at the center of the struggle for authority 

among the insurgent groups. In addition to the 

panoply of tasks the division planners had to accomplish, they would have to coordinate division 

actions with those of special operations forces. 

The division’s plans called for building a target list including assessments of secondary and 

tertiary effects of each type of strike. Typical targets included safe houses, meeting places, weapon and ammunition caches, heavy equipment, 

insurgent patrols, crew served weapons, indirect 

fire weapons, fortifications (both surface and underground), and communications. The plans proposed building pressure on the insurgents by selective strikes on targets, and by using deception 

operations to cause reactions by insurgents and 

uncover communications and routes of movement 

in the city and in general to create opportunities 

to discredit and to humble the insurgent groups. 

After sufficient command nodes, positions, and 

fortified positions had been reduced, the Marines 

and soldiers would have accomplished the preliminary objectives required before the “decisive 

operations” or the assault phase.70 

Continuing Operations in the Province 

As important as the Fallujah situation became, 

the rest of al-Anbar Province remained unsettled, 

and ar-Ramadi frequently flared with new violence. Colonel Tucker conducted meetings with 

regional sheiks and town councils to determine 

their degree of support for recruiting local security forces and making arrangements for their 

training in Iraqi and U.S. camps. The return of 

troops to the Haditha-Hit corridor and ar-Rutbah 

led to renewed counterinsurgency operations in 

both locations. Road sweeps and road improvements were also a priority effort while battalions 

conducted their reliefs in place. Colonel Tucker 

also reviewed the situation at Husaybah and alQaim, because of the heavy fighting experienced 

in both places by 3rd Battalion, 7th Marines. The 

Husaybah camp, now renamed Camp Gannon in 

memory of Captain Richard J. Gannon, the late 

commander of Company L, received special attention because its new occupants, 1st Battalion, 

7th Marines would also stand in relative isolation 

there and at al-Qaim during the renewed battle 

at Fallujah. 

As RCT-7 prepared to reinforce RCT-1 at Fallujah, Colonel Tucker’s Marines executed a flurry 

of disruption actions in Operation Rodeo (26–28 

September). The RCT-7 forces executed 17 raids 

and cordon operations within 48 hours: six in Haditha, ten in Husaybah, and one in ar-Rutbah. On 

27 September, Colonel Tucker began a command 

tour of AO (area of operation) Denver accompanied by Colonel Miller of the 31st MEU who 

would assume responsibility for the area after 

RCT-7 departed for Fallujah. 

At ar-Ramadi, the 1st Brigade, 1st Infantry Division and incoming 2d Brigade (Strike Brigade), 

2d Infantry Division conducted a continuing series of raids, cordons, and other actions to maintain a rough balance against the insurgents. 

Date Operation 

15 July 04 1st Brigade operations Yellow Cab II and Speed 

Bump III. 

17 July 04 1st Brigade operation Black Rock. 

23 July 04 1st Brigade operation Cowboys. 

3 Aug 04 1st Brigade operation Traveler (with RCT-1). 

11 Sep 04 2d Brigade operation Pointer. 

26 Sep 04 2d Brigade operation Longhorn. 

8 Oct 04 2d Brigade operation Mountaineer. 

12 Oct 04 2d Brigade operation Seminole. 

Colonel Patton’s newly arrived 2d Brigade 

proved as well prepared as the 1st Brigade in 

meeting the challenges posed by ar-Ramadi and 

its surrounding area. He disposed of two motorized and one mechanized infantry battalions, an 

51
 
artillery battalion (half employed as motor infantry), a combat engineer battalion, and the 2d Battalion, 5th Marines of Lieutenant Colonel Randy 

Newman. The weapons systems in the brigade 

included 28 M1A1 tanks, 44 Bradley fighting vehicles, and six M109A6 Paladin self-propelled howitzers. 

Amid stabilization operations and counterinsurgency strikes, more mundane missions also required the attention of Marines and soldiers in 

al-Anbar Province. As part of infrastructure development assistance provided to Iraq, the U.S. procured several large generators for power plants in 

Iraq, replacing destroyed or obsolete equipment. 

Immediately christened the “mother of all generators” by Marines and soldiers, these huge and 

expensive machines entered Iraq from Jordan to 

Baghdad power plants. Six or seven combined 

heavy lift vehicles moved each General Electric 

9E generator, weighing more than 250 tons. A 

convoy for a single generator comprised 15 heavy 

lift vehicles accompanied by 10 private security 

vehicles. Civilian engineers preceded each convoy to lift or to cut power lines, to remove fences and guardrails, and to make other minor improvements necessary for passage. An even larger 

generator, the Siemens V94 generator, was moved 

to the city of Taza using similar arrangements. 

These slow-moving (six kph) convoys received 

the highest priority protection during weeks of 

transit through the various areas of operations. 

In the I MEF zones, the Marine and Army units 

detailed to escort and to provide cover for the 

convoy through each regimental or brigade area 

followed the guidelines of an Operation Terrapin 

series of orders, which detailed the sequence of 

transfers from the arrival at the border crossing 

at the Trebil port of entry until it departed to the 

east or north, depending on the final destination. 

A security detachment of 2d Battalion, 11th Marines remained with the generator all the way to 

its final destination in each case. Thus, amid the 

smoke and dust of constant stability operations 

and the preparations for the major battle of Fallujah, Operations Terrapin I and II wound slowly 

across the I MEF battle space from 24 September 

to 12 October.71 

Assembling the Fallujah Assault Force 

The 1st Marine Division began detailed preparations for an urban battle of proportions not 

seen by the Marine Corps since the Battle of Hue 

in 1968. As in that battle, Marines would share a 

significant part of the fight with comrades of the 

U.S. Army. The basic concept reprised some of 

the planning of mid-April, concentrating as much 

as possible of both Marine Corps regimental combat teams, but in this case, each of them would 

conduct an assault of the city, working from north 

to south. Reinforcements from Multinational Forces-Iraq would add both Army and Iraqi combat 

units to the Marine assault regiments as well as 

additional forces to establish an effective cordon 

of the battle space surrounding Fallujah. 

The first of these reinforcements reported to 

the 1st Marine Division on 27 October when it 

received tactical control of the 1st Battalion, The 

Black Watch Regiment (UK). The logistics base 

supporting Baghdad, Logistics Support Area Dogwood, initially served as the arrival and assembly 

area for the British Army unit, which reported to 

Colonel Johnson’s 24th MEU to assist in its mission of securing northern Babel Province and the 

vital main service routes running south of Baghdad. 

On 31 October, six battalion-sized Iraqi units 

were attached to the division for the operation, 

now called Operation Phantom Fury. Previously 

assigned to the U.S. 1st Cavalry and 1st Infantry 

Divisions, these Iraqi units appeared likely to perform their missions better than Iraqi troops fighting alongside Marines in April. Following their 

arrival and assembly in Camp Fallujah, they received U.S. liaison teams and fell under the operational control of the commanders of RCT-1, 

RCT-7, and the incoming 2d Blackjack Brigade 

of the 1st Cavalry Division. Also on 31 October a 

mechanized task force from the Army’s 1st Infantry Division, the 2d Battalion, 2d Infantry, arrived 

for duty. Heavily armed with armor, mechanized 

infantry, engineers, cavalry, and self-propelled artillery components, it added considerable power 

to Colonel Tucker’s RCT-7. In like fashion, RCT-1, 

now commanded by Colonel Michael A. Shupp, 

received another powerful battalion task force 

that day for his attack force, the 2d Squadron, 7th 

Cavalry, bringing more armor and mechanized infantry to the fight. 

The vital mission performed by the Army's 

Blackjack Brigade, commanded by Colonel Michael Formica, consisted of taking over the entire 

battle space outside Fallujah, thus freeing both 

Marine Corps regimental combat teams for their 

assault roles. Upon the deployment of the brigade, 

52
 
the Marine assault units assembled in Camps Fallujah, Baharia, and Abu Ghraib for dispersal, rehearsals, and final preparations. The Iraqi battalions would operate initially in support of the attacking Marine Corps and Army battalions. Their 

essential missions eventually would include securing every building and position of the city. 

Perhaps the most demanding reinforcement 

mission sent to the 1st Marine Division fell to the 

31st MEU. Colonel Miller’s 31st MEU had sortied 

from the western Pacific to replace the 11th MEU 

as the Central Command strategic reserve upon 

the assignment of the 11th to its missions in anNajaf and Qadisiyah Provinces. During 18 September–2 October, the Marines of Miller’s command trained ashore in Kuwait at the Udairi 

Range to prepare for any possible combat mission. On 3 October, General Abizaid relinquished 

control of 31st MEU to Lieutenant General Sattler 

for operations with I MEF. The key roles envisioned for the 31st MEU included reinforcing the 

Fallujah assault and relieving Colonel Tucker of 

his responsibility for AO Denver during Operation Phantom Fury. Accordingly, 31st MEU passed 

to the operational control of Major General Natonski on 14 October and began moving to alAnbar Province. Its ground element, 1st Battalion, 

3rd Marines (commanded by Lieutenant Colonel 

Michael R. Ramos) with attachments and most of 

MEU Service Support Group 31 of (commanded 

by Lieutenant Colonel James A. Vohr) reported on 

24 October to Colonel Tucker's RCT-7, where it 

provided significant combat power in additional 

infantry, armored vehicles, and artillery for the 

assault force. Lieutenant Colonel Vohr’s support 

group provided direct logistics support to RCT7 during the operation with augmentation from 

Combat Service Support Battalion 7, which otherwise continued its support activities in western alAnbar Province. The 31st MEU command and aviation combat elements flew and convoyed to alAsad Air Base, from where Colonel Miller would 

take command of forces in AO Denver, effective 

20 October. The 31st MEU’s aviation combat element, Marine Medium Helicopter Squadron 265 

(commanded by Lieutenant Colonel Matthew G. 

Glavy) joined 3d Marine Aircraft Wing. 

During the Fallujah operation, Colonel Miller 

would maintain the stability of AO Denver and 

continue the work in progress in civil affairs and 

in support of the Iraqi security forces. After the 

departure of RCT-7 and the units assigned to the 

Fallujah assault, Colonel Miller reallocated the AO 

Denver battle space for his major organizations. 

The 1st Battalion, 7th Marines now covered the 

Euphrates River Valley from the Syrian border to 

a boundary about 20 kilometers short of Haditha 

while 1st Battalion, 23d Marines assumed responsibility to the eastern boundary of AO Denver. 

Ar-Rutbah and the extreme western sector became the responsibility of Task Force Naha, built 

around a reduced company each from 3d LAR 

Battalion, 1st Battalion, 23d Marines and Battery 

S, 5th Battalion 10th Marines a provisional rifle 

company.72 

Target Fallujah 

The pause between the first and second battles of Fallujah had permitted the insurgents to 

improve their defenses, which Marines had penetrated with comparative ease during the April 

battle. Intelligence reports credited the insurgents 

with the complete replacement of their April losses and more such that they now numbered 3,000– 

4,000 men. These sources also advised that the 

Fallujah-based insurgent leaders hoped to hinder 

any I MEF assault on the city by attacking external 

areas and routes and disrupting the other major 

cities such as Ramadi and Husaybah. The reported departure of many insurgents before the attack 

indicated these tactics were to be implemented 

by the insurgents. 

The city itself had several lines of obstacles 

and fortified lines of resistance to the prying eyes 

of overhead sensors, cameras, and other types of 

surveillance, as well as the monitoring of insurgent responses to pre-assault shaping operations. 

The relative densities of these apparent insurgent 

lines of resistance suggested the insurgents feared 

an attack from the east, especially from the muchcontested Cloverleaf and zones north and south 

of it, into the districts north and south of Route 10. 

Here could be found the largest concentrations 

of roadblocks, berms, fighting positions, sniper 

holes, and checkpoints. A secondary concentration of positions on the southeast edge of the city 

showed attention paid to the Shuhidah (Martyrs) 

District. Analysts also discerned likely positions 

prepared for later use by indirect fire weapons 

and small arms. The successive positions showed 

a willingness to fight in depth along Route 10 as 

well as much preparation for fighting in all directions from the strongholds of Jolan, Sook, and 

Muallimeen Districts. The presence of improvised 

53
 
explosive devices was assumed on all sides and 

along all interior routes inside the city. 

After the Coalition forces began their attacks 

and pushed the insurgents out of their initial line 

of resistance, analysts assumed the insurgents 

would move in small elements into the interior 

positions. Four- to eight-man teams would fight 

a delaying battle back to strong points where up 

to platoon-sized elements would form to resist 

and even counterattack any Coalition troops that 

could be isolated in small numbers. The enemy 

would remain mobile and exploit any operational pause offered by Coalition forces. The enemy 

fighters would move through a series of caches and engagement areas built around major intersections and public buildings such as schools, 

mosques, civic buildings, and parking garages. 

Marine Corps and Army leaders expected the enemy to continually attempt to re-enter areas already cleared and to interdict supply lines after 

combat units penetrated the city. Some insurgent 

teams would stay behind hoping that the assault 

troops would bypass them, leaving them free to 

surface later and to cut Coalition lines or even 

to escape from the city. While insurgents favored 

improvised explosive devices, they also intended 

to fire mortars and rockets into Coalition positions within range after the attack of the city began. Infiltration routes, especially along the Euphrates River, could be used to resupply or for 

withdrawal as needed. 

The I MEF estimates reflected the desire of 

the Fallujah insurgent groups to attempt to rally 

international opinion and mobilize propaganda 

to interfere with the planned assault, with the ultimate aim of disrupting it and causing a halt as 

happened in April. This time, however, the Iraqi 

interim government was involved almost from 

the beginning, and the Coalition planned a largescale information operation to complement the 

planned battle and counter the worst charges of 

the enemy propaganda. In short, the disadvantages encountered in the impromptu conduct of 

the first battle of Fallujah would not likely reappear in the more deliberate second battle of Fallujah.73 

The Assault Plan and Aviation Support 

Although directed tactically by Major General 

Natonski and his 1st Marine Division command, 

Operation Phantom Fury required the participation of the entire I MEF organization and vital 

Army and Coalition reinforcements. During the 

battle, the stability operations of 31st and 24th 

MEUs in the western and eastern extremes of the 

operations area, as well as the operations by the 

2nd Brigade, 2nd Infantry Division, at ar-Ramadi 

and in AO Topeka, ensured that the operations 

in Fallujah took place without interference by the 

enemy coming from those areas. The full array of 

3d Marine Aircraft Wing capabilities was engaged 

in the action as well as the vital assembly of resources by the 1st Force Service Support Group. 

As early as 24 September, the two Marine regimental commanders had planned the assault operation with only two Marine infantry battalions 

for each RCT plus Iraqi forces. Soon after 28 September, however, additional forces entered the 

plans, and the forces allocated grew quickly as 

commanders realized the extent of the problems 

they confronted. The mature plan emerged by the 

beginning of October and passed through successive analyses and war-gaming until the commanders had settled upon the details.74 

The objective of the attack remained as desired in April: to occupy the entire city, defeating 

all opposition and clearing any caches or other 

resources that might sustain the insurgency again. 

Lieutenant General Sattler’s mission to his I MEF 

set the tone: 

On order, Multinational Force-West attacks to destroy the Anti-Iraqi forces and insurgent forces in Fallujah-Ramadi to deny 

the use of Fallujah-Ramadi as their safe haven and to facilitate the restoration of legitimate governance, security, and reconstruction.75 

The term “Fallujah-Ramadi,” somewhat ambitious in scope, appears taken from the higher 

headquarters orders emanating from Baghdad but 

with no indication of how and when the other 

city might become involved in Operation Phantom Fury. At any rate, to accomplish the Fallujah 

mission the operation would take the now familiar phases: 

Phase 1 (September–October 2004). “Limited shaping” operations against insurgent forces. 

Shaping operations were those actions to collect 

intelligence, disrupt, isolate, and attrite the enemy 

while securing key infrastructure and routes. Information operations would highlight enemy failures and atrocities. Leaflets and broadcasts en54
 
couraged the citizens of Fallujah to leave the city 

although the troops manning the cordon refused 

to let any military-aged men so depart. At the last 

moment, the information campaign would notify 

inhabitants to take cover in cellars and remain 

away from any fighting. 

Phase 2 (D-Day). “Enhanced shaping” included “violent” shaping operations over a short 

period of time (approximately 24 hours) and the 

positioning of I MEF forces to attack Fallujah. 

Phase 3 (D+1). “Decisive operations” to destroy the insurgents in Fallujah and to seize control of the city to deny the use of Fallujah as a 

safe-haven. 

Phase 4. “Transition to an interim emergency government.” Combined MNF-W and IIF/IAF 

operations and reconstruction projects in Fallujah help to build legitimacy of the Interim government in the eyes of the Iraqi citizens. MNF-W 

forces provide security to facilitate reconstruction 

projects and establishing an Iraqi government 

and police force. 

Phase 5. Transition to Permanent, Local Government and Security. 

Certain ambiguities arose from the orders 

without affecting their execution. Little difference remained between “limited” and “violent” 

shaping operations in the vicinity of a dangerous 

place such as Fallujah. The shaping operations 

of Phase 1 consisted of actions typified by an air 

strike called on 9 September, just after midnight, 

by special operations forces against a house being used as an insurgent headquarters. Two GBU12 (Guided Bomb Unit) 500 pound laser guided 

bombs, dropped by an Air Force F-15E Strike Eagle fighter bomber destroyed the house with minimal collateral damage to adjacent buildings. Two 

days earlier, the 2d Battalion, 1st Marines conducted a typical feint using tanks, LAV-25s, and 

armored Humvees against the southeast corner of 

the city. This set the pattern of seemingly endless 

forays of various sorts against the insurgent positions, all aimed at disguising the true intentions of 

the attack, its location, and its timing.76 

Apart from shaping operations, Operation 

Phantom Fury would begin with the deployment 

of the 2d Blackjack Brigade, 1st Cavalry Division, 

directly from its Baghdad bases to the block positions manned by RCT-1 and RCT-7, relieving 

them of their positions so they could regroup and 

rehearse their battle plans at Camps Fallujah and 

Bahariah. As the brigade relieved the two RCTs, it 

received tactical control of the 2d Reconnaissance 

Battalion and the Iraqi 6th Battalion, 3rd Brigade. 

The planned positioning of the Army brigade at 

the last minute would give minimal alert to the insurgents that a major alteration of the balance of 

forces had been accomplished. 

Within hours of the establishment of the 

Blackjack Brigade around Fallujah’s outskirts, the 

plan called for the D-day moves of Task Force 3d 

LAR Battalion (headquarters, one LAR company, 

one rifle company plus a mechanized company 

and engineer platoon from 2d Striker Brigade, 2d 

Infantry Division, and the Iraqi 36th Commando 

Battalion. These would maneuver the length of 

the "Peninsula" across the Euphrates River to the 

west of the city, effectively securing it and preventing the Iraqi hospital, operating on reduced 

staff, from being used by the insurgents as either 

a sanctuary or a battle position. In the last hours 

of D-day, initially scheduled for 5 November, one 

day after U.S. national elections, but changed to 

7 November, the attack battalions would move 

through the night from their base camps and occupy attack positions along the northern outskirts 

of Fallujah, attacking at "A-hour" (for stage A of 

Phase III, Offensive Operations) of 1900 on D+1, 

or 8 November. During D-day, the assault battalions of RCT-1 and RCT-7 moved into covered locations beyond the railroad station and rail lines 

that constituted the first barriers guarding entry 

into the city from the north. 

The division planned the actual assault to begin on D+1, whereupon both RCT-1 and RCT7 would launch penetration attacks into the city 

from which the insurgents no longer had any opportunity to evade and escape. The leading assault battalions had the mission of overcoming 

obstacles and defeating insurgents wherever encountered. Any buildings or areas not cleared in 

the initial assault had to be cleared and secured 

by additional battalions fighting in trace, also using the support of the Iraqi battalions assigned 

to each regiment. The division plan assigned the 

main effort to RCT-1, attacking from north to 

south through the familiar Jolan district, continuing until the northwestern quarter of the city had 

been searched and cleared. The eastern half of 

the city fell to RCT-7 to assault and clear in like 

fashion. Jolan Park and the Government Center 

became division objectives one and two, respectively, for the two regimental combat teams. At 

this point, the plan called for RCT-1 to consoli55
 
date and mop up in its sector, securing Route 10 

for use in supporting the remainder of the operation. Iraqi troops were to take the forefront of the 

mop-up in an attempt to demonstrate Iraqi sovereignty. The assault battalions of RCT-7 would 

continue south and southwest, clearing and securing the rest of Fallujah, south of Route 10. At 

the conclusion of the mop-up of remaining resistance and the clearing of all enemy materiel and 

personnel, conditions for Phase IV would be met 

and the forces would turn to the stabilization and 

recovery of the city. 

Logistics preparations initially centered upon 

stockpiling the forward bases with the required 

materiel and supplies in what came to be known 

as the "Iron Mountain." Marine planners had noted the largely unsuccessful attempts by insurgents to interdict routes and supply lines during 

the April Fallujah operations. This time, the 1st 

Force Service Support Group provided forward 

operating bases a minimum 15 days of supply in 

advance of the operation. Because of problems 

with civilian contractors the group also mobilized 

the I MEF Engineering Group on short notice to 

build camps for the Iraqi Army battalions that had 

to move into the Fallujah camp complex before 

the operation. 

The 3d Marine Aircraft Wing designed an 

aviation integration plan for Operation Phantom 

Fury after studying the after action reports from 

Operation Vigilant Resolve (First Battle of Fallujah) and the 11th MEU’s combat in an-Najaf. 

During Operation Vigilant Resolve in April 

the air observers and forward air controllers had 

to coordinate through two levels of air command 

and control systems before connecting the attacking aircraft to the terminal controller. The lack of 

a common grid reference system made for very 

long times from target acquisition and engagement for both fixed and rotary wing aircraft. After 

studying these and many other lessons from April, 

the air plan established a “high density air control 

zone” and devised a “Keyhole Template” inside it. 

These tactical control measures emerged from a 

U.S. Central Command tactics review board held 

in July. In it, representatives from I MEF's division and aircraft wing briefed the command on 

the airspace requirements and the need for unity 

of command needed to support the forward air 

controllers. The density of the airspace and the 

close proximity of ground forces made the Keyhole Template a good solution to achieve the efficiencies, safety, unity of command, and integration of fires required by this urban operation. 

For airspace management, two temporary 

flight restrictions established Keyhole Templates 

over both Ramadi and Fallujah with each having a 15 nautical mile radius and sharing a center 

cap. After evaluation of many variables to include 

the size of the cities, weapons release parameters, Litening pod capabilities, ranges of insurgent 

weapons, safe release, egress maneuver room, 

and drone employment, a five nautical mile radius was chosen for this inner ring. This template 

essentially required aircraft to hold between the 

contact point and the initial point. The outer ring 

of 15 nautical miles served as that contact point 

and the 5 nautical mile ring the initial point for 

the use of forward air controllers. This area needed to be defined carefully to maximize deconfliction with neighboring air patrols. Two semi-cardinal lines extending out of the city center point 

defined each air patrol or “sector.” The airplane 

holding technique remained at the discretion of 

the pilots as long they remained within the lateral 

limits of the sector and altitude assigned. 

The altitudes assigned for aircraft loiter and 

holding in the Keyhole Template also reflected 

the parameters of target acquisition, insurgent 

weapons, and the need to stack multiple sections 

of different types of aircraft in each sector. In 

the case of the Fallujah Keyhole, the east sector, 

placed over the friendly bases of Baharia, Camp 

Fallujah, and Abu Ghraib allowed a primary altitude of 13–15,000 feet and a secondary altitude 

of 18–20,000 feet. The altitudes were the same on 

the west sector, but the primary altitude used was 

(18–20,000 feet) because of the enemy area of 

Saclawiyah. This arrangement also allowed fixed 

wing aircraft on the east and west to drop simultaneously and be deconflicted by altitude during attack or egress. The 3d Marine Aircraft Wing 

planners added procedures for the use of oddnumbered “time over target” for RCT-1 and even 

ones for RCT-7 but only for fixed-wing aircraft. 

A poor weather scheme changed the sector altitudes for a “high war,” “low war,” or “split war” 

based upon cloud layers. 

Considering combined arms needs, the plan 

incorporated the maximum elevation for artillery 

ordnance, required to shoot across the city from 

proposed artillery battery locations. This measure set the minimum operating altitude of the 

inner ring so that aircraft remained above 9,000 

56
 
feet while inside the ring, permitting artillery and 

mortar fire to a maximum elevation of 8,500 feet. 

Outside the ring, artillery could fire up to 11,000 

feet. In both cases, no need remained to clear aircraft before firing artillery missions. If artillery required higher elevations for their missions, standard clearance procedures would be used. 

The plan held rotary-wing aircraft in battle 

positions around the city at no closer than 1 kilometer from the city edge. The plan designed all 

positions to enable firing across the city with an 

AGM-114 Hellfire missile against any target in the 

city from any of these positions. Operating at altitudes from surface to 1,500 feet, no coordination 

would be required to clear their operations. 

The planners recognized the need to operate 

unmanned aerial vehicles over the city but also 

recognized the risk of UAVs colliding with aircraft. They used a “little UAV, big sky” approach, 

hoping for a low probability of collisions because 

of the small size of the UAVs. Planners anticipated 

using four to five drones in the inner ring at anytime. North and south tracks for the drones permitted a certain measure of control such that they 

could be moved to a known track if necessary. 

The altitudes used depended on the characteristics of the three main drones employed: Predator, 

Pioneer, and Scan Eagle. 

The aviation support plan specified standard 

loads for each aircraft type: 

AH-1W—four Hellfire antitank missiles, two 

TOW (Tube-launched, Optically-tracked, Wireguided) antitank missiles, rocket pod and 300-400 

rounds of 20mm cannon ammunition. 

F/A-18—one GBU-38, 500 pound JDAM (Joint 

Direct Attack Munition) bomb, two GBU-12, 500 

pound laser guided bombs or one GBU-12 and 

one laser Maverick air-ground missile. 

F/A-18 (airborne controller)—replaced one 

above weapon for four 5-inch Zuni rockets 

AV-8B—one GBU-12 bomb or one laser Maverick. 

The Marine fixed wing aircraft all carried a 

Litening targeting pod. Mounted externally, the 

system provides infrared detector, video camera, 

laser rangefinder, and laser designator in a single 

unit. Four of these pods were downlink-capable 

to the RQ-2B Pioneer drone system operated by 

the Marine Unmanned Aerial Vehicle Squadrons 

(VMU-1 and 2). The Army also furnished continuous coverage by two AH-64 Apache attack helicopters in a direct support role to the Blackjack 

brigade 

The air plan used a single “Gridded Reference 

Graphic” based upon the target reference points, 

phase lines, and building naming conventions of 

the two assault regiments. The graphic was designed for both cockpit and ground use and was 

made readable in red lighting, which is used to 

preserve night vision. The 1:7500 scale image included overlays with the grid lines, phase lines, 

and target references. The image was further subdivided into 250 meter increments and labeled 

for eight digit grid coordinates to facilitate quick 

target acquisition. A 1:5000 scale version was also 

made available. An additional overlay of approximately 700 buildings with accompanying coordinates and designated city blocks outlined for 

ground combat use was provided. All units received these aids through the military secure internet about four weeks before Operation Phantom Fury began. 

Employing the AC-130 drew special interest in the plan. Stationing two AC-130s (call sign 

“Basher”) inside the five nautical mile ring met 

the request of each assault RCT of having “its 

own Basher.” These would operate at night at altitudes of 9,000–11,000 feet initially with slightly 

overlapping tracks. While hesitant about operating two aircraft inside the five nautical mile ring, 

the Air Force crews practiced this procedure before the commencement of Phantom Fury and 

executed without error or mishap. During Operation Vigilant Resolve, AC-130s often ran out 

of ammunition, but 3d Marine Aircraft Wing succeeded in having the aircraft “floor loaded” with 

additional 40mm and 25mm ammunition for the 

second battle. 

Having prepared command and control measures in great detail for the operation, schedulers had to line up the aircraft thus required. The 

fixed-wing aircraft would be “pushed” from bases 

to provide two sections of aircraft continuously 

overhead for a 17-hour period. With AC-130s on 

station at night, the requirement dropped to a single section of fixed wing aircraft as augmentation. 

The KC-130 refueling aircraft of the Wing provided around the clock coverage to prevent fuel 

exhaustion limiting any ordnance delivery. The 

usual procedure of strip alert, and quick fueling 

and rearming also would be used so that “tempo 

drove the fight and not fuel.” In short, the airmen 

57
 
wanted to respond to the tactical situation without concerns for logistical needs. 

Additional AV-8B Harrier aircraft deployed to 

Iraq for this battle in addition to the first squadron ordered in after Operation Vigilant Resolve, 

(VMA-214), which had arrived on 20 May after 

the First Fallujah battle. By the time the new battle began, the 3rd Marine Aircraft Wing wielded a 

“super-squadron” of Harriers built around VMA542 supplemented with aircraft and pilots from 

VMA-214 held over from its departure, a detachment of VMA-211 from 31st MEU, and VMA-311. 

The relief squadron for VMA-214 arrived at alAsad Air Base on 17 August and VMFA(AW)-242 

operated its two seat all-weather F/A-18D Hornets to good effect. All these aircraft came to Iraq 

trained and equipped with the Litening Pod. 

The rotary-wing plan used the scheme of 

“pull” in that a two-section presence with two 

more available in alert status would be maintained for about 16 hours a day. The attack helicopters planned to fly from 0900–0200 daily, thus 

providing overlap of the AC-130 by several hours 

to attack targets on the outer edges of the city, to 

support additional ground units, and to exploit 

their night combat capabilities.77 

The Seizure of Fallujah 

(7–19 November 2004) 

Hours before the assault on Fallujah, Major 

General Natonski visited Army, Marine Corps, 

and Iraqi units in their attack positions outside 

the city. The Iraqi Interim Government invoked 

emergency powers and instituted a curfew in the 

Fallujah-Ramadi area. I MEF expected a surge in 

insurgent violence as Operation Phantom Fury 

commenced. Commanders initiated curfews 

throughout the I MEF area of operations as engineers prepared to cut the city’s power supply.78 

These final measures reflected the political 

preparations deemed necessary by the Coalition 

military commanders for successful operations in 

Fallujah. Leading up to the decisive assault, the 

Iraqi Interim Government announced the upcoming joint operations by the Coalition to re-establish Iraqi governmental control of Fallujah and 

to liberate the citizens from the insurgents. The 

Iraqi Interim Government appointed an ambassador to make political overtures of inclusion and 

reconciliation to the people of Fallujah but in the 

meantime declared a “State of Emergency.” Iraq 

closed Syrian and Jordanian borders (the Jordanian border crossing was only partially colosed) 

and made available the Iraqi security forces necessary to support the operation, including Iraqi 

Army, National Guard, and police units.79 

D-Day and D+1(7–8 November) 

The Iraqi 36th Commando Battalion, in coordination with 3d LAR Battalion task force, seized 

the Fallujah Hospital on the peninsula to the west 

of the city at 2207 hours. The 3d LAR Battalion 

secured the bridges from the peninsula to Fallujah at 0005 hours on 8 November and established 

three vehicle checkpoints. By 1045 hours on 8 

November, Marines of 4th Civil Affairs Group 

completed their survey of the hospital and unloaded medical and humanitarian assistance supplies for its use. 

The units of RCT-1 and RCT-7 moved to attack 

positions during the night of 7–8 November. The 

3d Battalion, 5th Marines attacked at 1052 hours 

on 8 November to clear an apartment complex 

northwest of Fallujah and completed its seizure at 

1255 hours with only light resistance. The 3d Battalion, 1st Marines prepared to seize the train station east of the apartment complex. The A-hour 

of 1900 approached for the assault battalions, beginning the vital clearing of the lines of departure 

of remaining obstacles and explosive devices. To 

breach the railroad tracks at the planned penetration point, four F/A-18Ds of VMFA(AW)-242, one 

flown by wing commander Major General Stalder, 

dropped eight GBU-31 2000 pound guided bombs 

on the berms and tracks at 1420 hours, when 3d 

Battalion, 1st Marines assaulted the station to effect the breach. As a final step, a team of Navy 

Seabees and 4th Civil Affairs Group Marines entered the power substation just west of the apartment complex and cut Fallujah’s electricity supply 

at 1800 hours. 

The Marines hit the train station at 1859 

hours, taking sporadic small arms and rocket 

launcher fire. They secured the station by 2034 

hours and began the hasty clearing of the breach 

area. The lead companies of 3d Battalion, 5th Marines jumped off from their positions at the apartment complex at 1926 hours, with tanks leading 

through their breach lanes, joining the tanks supporting 3d Battalion, 1st Marines as they engaged 

insurgent antitank teams. 

The engineers began their breach operations at 2200 hours, and the advance elements 

of 2d Squadron, 7th Cavalry began to cross at 

58
 
0014 hours, 9 November. The cavalrymen judged 

the breach as insufficient for their wheeled vehicles, however, so the engineer efforts continued. 

The 3d Battalion, 1st Marines passed through the 

breach between 0503–0538 hours, and 2d Squadron pushed its lead armor elements forward in 

sufficient strength to protect the left flank of the 

main effort by that Marine battalion as it thrust 

south into the heart of Jolan. By 0636 hours, 3d 

Battalion, 5th Marines the designated main effort, 

neared its limit of advance for the first day, having cleared the Jolan Cemetery, and the cavalry 

squadron began to occupy strong points along its 

axis of advance. The Iraqi follow-on forces began 

to cross into the city in trace of the assault battalions at 0852 hours, and began to secure cleared 

areas and guard some of the numerous weapons 

caches uncovered in the assault. The small craft 

company, placed under Colonel Shupp’s RCT for 

the operation, began to fire and move at 1114 

hours against insurgents trying to flee the city 

along the bank of the Euphrates where it rounds 

the peninsula. 

The assault of RCT-7 into its zone of action 

began at A-hour using three reinforced battalions 

line-abreast, attacking to penetrate the city and 

clear an area to Route 10, seizing the Government 

Center (Division Objective 2) and acting overall 

as the supporting effort for the attack of RCT1. Colonel Tucker assigned his main effort to 1st 

Battalion, 8th Marines commanded by Lieutenant 

Colonel Gareth F. Brandl, on his right flank, moving somewhat east of the boundary with RCT-1, 

designated Phase Line George, but angling to the 

west to seize the Government Center and coordinating with Colonel Shupp's regiment via the 2d 

Squadron, 7th Cavalry. The center unit, 1st Battalion 3d Marines (which was also designated Battalion Landing Team 1/3 from its 31st MEU assignment) attacked in zone at the center, and the 

2d Battalion, 2d Infantry attacked on the left flank 

of Colonel Tucker’s force. 

On 9 November, using accompanying Iraqi 

Special Forces, the 1st Battalion, 8th Marines penetrated along Phase Line Ethan and took the regimental objective, Hadrah Mosque, at 0900 hours. 

The Army mechanized infantry battalion moved 

rapidly along the left edge of the city, all the way 

to Route 10, killing approximately 48 enemy and 

then sending indirect fire into insurgent targets. 

The 1st Battalion, 3d Marines experienced difficulty clearing its penetration point and instead 

moved its vehicles through the Army battalion, 

continuing to move south afterward with little 

further difficulty. 

Leading the attack, Lieutenant Jeffrey T. Lee 

(Company A, 1st Battalion, 8th Marines) aggressively directed his tank platoon through major 

firefights. Initially operating continuously for over 

12 hours, he ran the risk of low fuel while continuing to destroy insurgent resistance, enabling 

the battalion to reach its objectives. Days later, 

while leading Company A in its drive south, he 

was shot through his right arm yet refused to 

leave his unit and instead advanced two blocks 

further south, reaching the assigned battalion 

phase line. Surrounded by enemy insurgents, he 

supported the Marine riflemen taking positions 

in nearby buildings, eliminating more insurgents 

who attempted to attack the position. His aggressiveness and bravery contributed to the breaking 

of enemy resistance in the heart of the enemy’s 

defense.80 

D+2 to D+3 (9–10 November) 

At the urging of the Iraqi Interim Government, the U.S. military command renamed Operation Phantom Fury the less imposing and more 

“politically correct” Operation Al Fajr (Dawn).81 

While the Army cavalrymen of 2d Squadron, 

now executing the RCT-1 main effort, continued 

south on their thrust along the boulevard of Phase 

Line Henry, the 3d Battalion, 5th Marines cleared 

its zone in the northern half of Jolan District. The 

regiment’s other Marine assault battalion, following in trace of the cavalry squadron, cleared the 

rest of the district thus penetrated. The intense 

fight for the heart of Jolan District by the 3d Battalion, 1st Marines took the rest of the day of 9 

November and culminated in a turn to the west 

in preparation to complete clearing operations to 

the river’s edge. The 2d Squadron, 7th Cavalry 

reached Route 10 (Phase Line Fran) at 2200 hours 

and controlled the streets to the east and west of 

its attack route by its firepower. The accompanying Iraqi 4th Battalion continued to clear buildings along Phase Line Henry, which had armor 

strong points now posted along its entire length 

north of Route 10. The insurgents could do little against the firepower and armor of the cavalry squadron, and any who resisted were quickly 

eliminated. Fire from tanks and 25mm automatic cannon fire from armored vehicles destroyed 

many of the improvised explosive devices and 

59
 
car bombs arrayed along the routes, with little effect on the attacking forces. The cavalrymen took 

Jolan Park (Division Objective 1) at the end of the 

day, well ahead of the attack plan. At this point, 

the 3d Battalion, 1st Marines began its attack to 

the west at 1305 hours on 10 November to clear 

the remaining unoccupied part of Fallujah north 

of Route 10 all the way to the river’s edge. On 

its left flank, the cavalrymen of 2d Squadron attacked along Route 10 to secure the two highway 

bridges from the east at 1424 hours. The 3d LAR 

Battalion already held the western sections. By 

the end of 10 November, Colonel Shupp’s RCT1 had captured the entire northwest quadrant of 

Fallujah with a classic cavalry screen established 

on the eastern edge of his zone and the two Marine battalions poised to mop up the interior and 

continue the attack south of Route 10. 

In the zone of RCT-7, the Government Center 

fell to 1st Battalion, 8th Marines which began its 

movement at 0100 hours on 10 November south 

from the Hadrah Mosque area with two rifle companies, then launched Company A at 0400 hours, 

mounted in amphibious assault vehicles and escorted by tanks and light armored vehicles. The 

mounted company seized the center at noon, 

but the other companies fought for several more 

hours to overcome snipers and pockets of resistance before securing their sections of Route 10. 

Two rifle platoons, however, had to return to the 

Hadrah Mosque that night to prevent any insurgent reoccupation of the site. 

As 1st Battalion, 3d Marines joined the rest of 

RCT-7 on the Route 10 line, several changes to the 

planning took place on 10 November. The rapid 

advance of both regiments to Route 10 (Phase 

Line Fran) had eliminated any need for RCT-7 to 

undertake alone the clearing of southern Fallujah. Therefore each RCT would instead continue 

south following the extended traces of the same 

boundaries and phase lines already in use. The 

securing of the northern part of the city, however, already taxed the Iraqi forces in the operation 

even though they had performed well supporting 

the assault battalions. Command and control of 

Iraqi units remained problematic and Marine battalions would remain behind in each regimental 

zone to complete the mopping up phase. Therefore, 3d Battalion, 5th Marines and 1st Battalion, 

3d Marines were assigned to secure the northern 

half of Fallujah within their respective regimental 

sectors while the assault to the south ensued. 

Sergeant Jeffrey L. Kirk led his 1st Squad, 3d 

Platoon, K Company 3d Battalion, 5th Marines 

in successive assaults of a fortified building and 

courtyard, eliminating insurgents and a machine 

gun position personally with rifle fire and grenades. Although wounded, he refused medical attention and led a third assault. Nearby, K Company's Private First Class Christopher S. Adelsperger 

executed a series of single-man attacks, clearing 

houses, rescuing wounded Marines and leading 

the charge into a courtyard after an assault amphibious vehicle crashed through a courtyard 

wall. Although he did not survive his wounds, 

Adelsperger's used unceasing courage and energy in destroying the last strongpoint in the Jolan 

district. 

The broadcast by loudspeakers of the Marines’ Hymn over Fallujah by B Company, 9th 

Psychological Operations Battalion took place in 

the early evening of 10 November as units set 

in for the night. The observation of the Marine 

Corps Birthday varied throughout the zone, and 

most units celebrated in small groups during the 

early morning hours. Several such observations, 

however, such as took place in the command 

posts of the larger units, allowed Marines to revel 

in their cherished traditions at the time of great 

danger.82 

D+4 to D+13 (11–20 November) 

Colonel Shupp’s RCT-1 now continued the attack into southern Fallujah, sending 2d Squadron, 

7th Cavalry south on its same axis of attack as before, Phase Line Henry, to act once again as the 

supporting effort, beginning at 1900 hours. The 

armor company leading the thrust encountered a 

complex obstacle that required close air support 

and AC-130 fire to reduce. The armored attack 

continued south to the assigned limit of advance 

for the day, some 1,200 meters south of Route 10, 

by 0300 hours on 12 November. Supporting arms 

suppressed enemy fire, and the mechanized infantry company, following in trace, established a 

screen. Operating several hundred meters to the 

east, 3d Battalion, 1st Marines began its main effort attack at 1600 hours on 11 November, undertaking the mission of clearing the entire zone between the cavalry advance and the river’s edge. 

During the daylight hours of the 11th, the insurgents in front of RCT-1 had drawn south what 

men they could regroup and attempted to reorganize their defenses. Marines and soldiers moved 

60
 
into the night, not making much contact. The cavalry screen anchored the regiment’s left, with a 

section of either M2 Bradley fighting vehicles or 

M1A1 tanks at every major intersection. True to 

form, as the sun came up, the enemy came out to 

fight on 12 November. 

At 1030 hours Marines of 3d Battalion, 1st 

Marines reported strong insurgent contact, receiving mortar and small arms fire about 500m south 

of Route 10 near the cavalry advance. A Pioneer 

drone showed 8–10 men fighting the along rooftops of four houses. Shortly after mid-day, the 

battalion reported both two companies low in 

ammunition and very low on fuel, yet by 1640 

hours, one of these companies had reached the 

limits of south Fallujah. 

The last major contact by RCT-1 with organized resistance came the next day (13 November) at 1017 hours, when Marines of 3d Battalion, 

1st Marines fought squad-sized enemy elements. 

Several Marines fell wounded in one house and 

six insurgents in the upper floor prevented four of 

them from being evacuated. First Sergeant Bradley A. Kasal ran forward from the unit providing 

cover of the endangered Marines and joined a 

squad making a fresh assault inside the house. 

Killing one insurgent at close quarters, he was 

struck down by rifle fire and fell with another Marine. He shielded the wounded Marine with his 

body from hand grenade fragments and then refused evacuation until all other Marines had been 

removed. He shouted encouragement to all concerned as more Marines cleared the house. Inside 

the house, Corporal Robert J. Mitchell, Jr. leading 

the squad Kasal had joined, charged through rifle 

fire and grenades to reach a critically wounded 

Marine and begin first aid treatment. His covering 

fire permitted a corpsman to join him, and he was 

then hit while recrossing the lower room to assist 

other casualties. At close quarters, he killed an insurgent with his combat knife and then turned to 

assist in the evacuation of the wounded. After the 

wounded had been evacuated, a Marine threw a 

satchel charge, which brought the house down 

and finished the last insurgent resistors. 

At the end of 12 November, Colonel Shupp 

signaled that RCT-1 had completed its initial assault through the west side of Fallujah: 

The soldiers of 2-7 [Cavalry] demonstrated extraordinary courage in the face 

of the enemy. Their firepower and can-do 

spirit has saved Marine lives. 3/5 [3rd Bn, 

5th Mar] conducted detailed house-to-house 

searches and have uncovered tens of thousands of unexploded ordnance, which they 

are systematically destroying to ensure the 

safety of the Jolan. 3/1 [3rd Bn, 1st Mar] successfully seized the southern portion of the 

RCT-1 zone. Without regard for their own 

safety, the Marines and sailors of 3/1 made 

great gains despite running into some of the 

stiffest resistance since the fighting began. 

Resistance included suicide attacks by suspected foreign fighters.83 

On the other hand the continued clearing 

of Fallujah proved difficult. Enemy contact was 

heavy during the early afternoon of 13 November 

and continued at lesser levels through the night 

and into the morning of 14 November. 

Marines and soldiers of RCT-1 now entered 

an even more dangerous period in the operation. 

An increasingly desperate and tenacious enemy 

used suicide attacks, snipers, and booby-trapped 

buildings to inflict more casualties. The assault 

troops, however, continued to dominate what 

they already termed the “ten-second firefight” 

and effectively applied combined arms to eradicate resistance at every encounter. 

As his regiment continued detailed clearing 

in zone, Colonel Shupp personally crossed the 

south bridge over the Euphrates on 15 November, 

officially opening it for military traffic only. Navy 

Seabees assessed the north bridge as being in 

good condition and it opened shortly thereafter. 

The next day, shortly after noon the 3d Battalion, 

1st Marines reported that its sweep of the south 

bridge with dogs and explosives ordnance devices 

disposal teams had located six improvised explosive devices. The removal of these came just before the symbolic crossing of the bridge by General Casey, accompanied by Colonel Shupp, led 

by Lieutenant Colonel Willard Buhl, commanding 

3d Battalion, 1st Marines. 

On the eastern side of Fallujah, Colonel Tucker resumed his advance with the Army’s 2d Battalion, 2d Infantry pushing armor south of Route 

10 at 1900 hours, 11 November operating as before along the eastern fringes of Fallujah with 1st 

Battalion, 8th Marines further to the west in the 

zone. The Marine battalion crossed Route 10 in 

the attack at 1500 hours with two companies on 

line, tanks in the lead, and assault amphibious ve61
 
 

hicles following in trace. Here they encountered 

their heaviest resistance in Operation Phantom 

Fury. As the Marines crossed the highway, insurgents opened up with automatic gunfire and antitank rockets. In three hours of fighting both companies battled their way 250 meters to the south 

and stopped in some buildings at dusk. They advanced another 250 meters under the cover of 

darkness beginning at 0001 hours on 12 November without incident and again set into defensive 

positions. Iraqi troops joined later in the morning 

and cleared a mosque with no resistance. At 1800 

hours, another move south and west under the 

cover of darkness brought the lead companies of 

the battalion to the vicinity of the 2d Squadron, 

7th Cavalry screen of RCT-1 without incident. 

Although the Army mechanized task force encountered some heavy resistance in the southeast 

corner of Fallujah, Colonel Tucker’s regiment effectively switched from its attack phase on 15 November and commenced mopping up in the interior of the city. 

Combat operations did not cease with the occupation of the city, however, and die-hard pockets of resistance continued even as most insurgents sought to flee the city. The reports of the two 

assault regiments for 20 November showed each 

using two Marine infantry battalions in clearing 

operations, encountering some defended houses, 

especially in the southern sectors. The Army’s 2d 

Battalion, 2d Infantry continued house clearing 

as well, and the cavalry squadron continued occupying strong points on the boundary between 

the regiments. Of the assault battalions, the Army 

mechanized battalion task force became the first 

to depart Fallujah, leaving on 21 November for its 

parent organization.84 

Phase IV Operations in Fallujah 

(21 November–23 December 2004) 

No clear-cut end of combat operations and 

beginning of stabilization operations followed 

the successful assault of the city. The assault battalions occupied assigned sectors of the city and 

crossed and recrossed them in sweeps and houseclearing operations, using the attached Iraqi battalions to the extent that their abilities permitted. 

Colonel Shupp’s RCT-1 reports noted increasing 

efforts at humanitarian assistance and civil-military operations in the last third of the month, 

and Colonel Tucker’s RCT-7 noted the same by 

27 November and was able to begin rotating Marines by platoon back to base camps for 24-hour 

rest periods beginning on 29 November. The 2d 

Squadron, 7th Cavalry completed its withdrawal 

to Camp Fallujah on 23 November. Continuing 

discoveries of arms caches plagued the operation 

in its final weeks, creating security problems 

and also permitting renewed attacks in the city by 

surviving insurgents. The total number of caches 

uncovered in the city reached 370 at the end of 

the month. 

Throughout the last weeks of November and 

the first two weeks of December, the 4th Civil Affairs Group staff worked with a variety of higher 

commands and the Interim Iraqi Government to 

develop a return and reconstruction plan for the 

city that would allow its residents to return to 

their homes but, at the same time, preclude insurgents from returning to the city. A new scheme 

of internal movement control came into practice, 

making use of biometric identification technology, a variety of scanners, and a new series of 

movement control points. The repair of the city’s 

water system, sewage capacity, and electrical grid 

was accomplished as the over 200,000 residents 

of Fallujah began to return and restore the city to 

some sense of normalcy. The I MEF staff created 

an interministerial coordination group, located in 

the civil-military operations center, that coordinated all aspects of Iraqi and Marine stabilization operations in Fallujah. 

Without fanfare, the shift from assault to recovery operations in Operation Phantom Fury/Al 

Fajr came on 23 December, the first day that Fallujah's inhabitants began to return to the city with 

600 civilians being admitted to the al-Andalus 

District, which was served by the two Euphrates 

bridges. In other respects, the day was little different from previous ones as Marine rifle companies 

with Iraqi troops attached continued to conduct 

security patrols. The 3d Battalion, 5th Marines 

fought 10–15 insurgents in northern Fallujah. Its 

Marines employed tanks and air strikes to destroy 

the buildings the insurgents occupied. Three Marines were killed in action and five more suffered 

wounds. Sergeant Jarrett A. Kraft led three assault 

squads on three separate instances to repel insurgents and to clear houses. Despite receiving 

repeated blast effects from grenades and being 

knocked down stairwells, he continued to lead 

his Marines with courage and verve. At the same 

time, another squad leader in the same platoon, 

Corporal Jeremiah W. Workman, led his Marines 

62
 
into several buildings, rescued wounded Marines, 

and then personally covered them with his fire 

after receiving fragment wounds in his arms and 

legs. He led his Marines in one more assault before reinforcements arrived to complete the action.85 

The Phase IV (stability operations) plan used 

by I MEF and 1st Marine Division aimed at establishing competent Iraqi security forces in the 

city who would require minimal backup by U.S. 

forces. Civil affairs group teams and detachments 

from 1st Force Service Support Group operated 

with every battalion in the Fallujah operation, assessed damage, and sought to protect infrastructure wherever possible. In the aftermath of combat operations the priorities for Marine commanders in restoring the city’s operation were public 

health, public works and utilities (water, food, 

electricity, medical), infrastructure (communications and transportation), the economic infrastructure, emergency services, and finally the reevaluation of projects previously begun that might 

prove salvageable. During 14–16 December, the 

Army’s 2d Blackjack Brigade, 1st Cavalry Division 

departed 1st Marine Division, having transferred 

its responsibility for the area outlying Fallujah to 

RCT-7. The latter regiment had departed Fallujah city on 10 December, leaving 1st Battalion, 

3d Marines under the tactical control of Colonel 

Shupp’s RCT-1, which now conducted the occupation and stabilization of the city proper. 

Colonel Shupp’s instructions to RCT-1 conveyed the complexity of the change in mission:86 

Our operational success depends on 

our efforts in this phase. At no time is the 

phrase “No better friend, no worse enemy” 

more applicable. This phase however, will 

be complicated with no clear beginning and 

probably starting as areas of Fallujah are 

cleared of enemy activity. Identified forces must roll into these tasks on the heels 

of our advance. We must keep the citizens 

of Fallujah informed through creative info 

ops that readily offer aid and assistance. 

We must reach out to the citizens to reduce 

their human suffering and quickly restore 

daily operations. We must introduce the Interim Iraqi Government as soon as possible 

and steadily transition to their control and 

operations. The citizens must be impressed 

with the power of Iraq's legitimate authorities and identify with the government as 

their benefactor and hope for the future. We 

must destroy any ties to criminal elements 

and seek the assistance of the people. Maintaining security is paramount to enabling all 

other operations, but it must not consume 

our focus. 

As the troops of RCT-1 began to occupy the 

“secured” eastern half of Fallujah, some surprises occurred causing some consternation in the 

regiment. Although combat also continued in the 

western half, where 3d Battalion, 1st Marines held 

security and stabilization responsibilities, most engagements and many cache discoveries occurred 

in the eastern side after 10 December. The 3d 

Battalion, 5th Marines and 1st Battalion, 3d Marines combined to fight and to kill approximately 35 insurgents on 12 December using tank fire 

and close air support that delivered four GBU12 bombs. Another engagement on the following 

day saw seven bombs dropped and more tank 

fire used to kill five insurgents. After a visit from 

the assistant division commander, Brigadier General Joseph F. Dunford, the division was told that 

more clearing and reclearing operations would 

be required even as the city was retuned to a 

more peaceful state. 

As in all combat operations conducted in Iraq, 

the civil affairs teams accompanying the assault 

troops included payment teams compensating 

owners for battle damage to property and paying death claims to families whose members were 

killed during the battle. As soon as feasible, labor 

and construction contracting would employ local 

workers and provide basic items (wheelbarrows, 

shovels, etc.) to clear and to repair roads and 

streets. Humanitarian assistance measures sought 

to provide essential services (initially water, food 

and fuel distribution) to mosques and humanitarian service centers, operated by Marines of 1st 

Force Service Support Group. Depending upon 

the Iraqi government actions, the civil-military 

teams (Marine Corps and U.S. diplomatic) sought 

to establish once again a civil-military operations 

center with the local government in the downtown government center capable of coordinating 

military assistance. 

The overall stabilization plan culminated in 

the integration of Iraqi security forces into security operations to advance to the desired local control of security (Phase V). This measure consisted 

63
 
 

 

 

 

 

 

 

 

 

 

 

 

 

of giving internal security and policing responsibility to Iraqis and maintaining U.S. quick reaction forces to support subsequent security and 

civil military operations.87 

Assessing Operation Phantom 


Fury/Al-Fajr
 

The second battle of Fallujah defined the initial I MEF Campaign of 2004–2005. Marines and 

soldiers fought through the city at close quarters, frequently engaging in point-blank firefights 

and hand-to-hand fighting that consistently vanquished their foes. No enemy tactic or procedure 

sufficed to repel the ferocity and effectiveness of 

squads, teams, and even individual Marines and 

soldiers. Caught in their defensive maze, the insurgents fought to the death, surrendered, or fled 

the city, the latter move becoming increasingly 

difficult as the assault forces cleared the city. 

An exchange monitored between two insurgents demonstrated the overall effect of the battle 

in dealing a decisive blow:88 

A: Where is this shooting? 

B: Everywhere. In every area. 

A: What is it, artillery? 

B: Artillery, mortars and tanks everywhere. 

A: Where are you? 

B: By the flour mill. 

A: They are attacking the flour mill? 

B: Yes, and they are attacking us too. The 

artillery is destroying us. All of Fallujah is in ruins. 

Not a house is left standing. What can stand? The 

tanks come down every street with artillery falling 

ahead of them. 

A: Get out of there! 

B: Where? How? If I go in the streets I get 

shot. If I stay inside I get shelled. And let’s not forget the mortars and the aircraft and the snipers! 

A: But . . . They said the Americans had 

withdrawn! 

B: The Americans are everywhere. 

A: They said Nazaal was still safe . . . 

B: Nazaal is a warzone. 

A: Where is A_____? 

B: No one knows. 

A: Try to make it somewhere . . . 

B: Even if I go in the yard I will be attacked. 

A: What about Shuheda? 

B: Just bombing there, they have not entered yet. 

A: Listen, on the streets, it’s just tanks right? 

Nobody on foot . . . 

B: Yes but you see, a tank is roughly as big 

as a house . . . You can hit it with a rocket and it 

doesn't blow up. 

A: What about Jolan? 

B: War zone. 

A: They said Mujahideen reinforcements 

were arriving. 

B: Well they haven't arrived yet. There are 

still Mujahideen in Askeri, only because they regrouped there from Souq and crossed over the 

new road. Fallujah is finished. It is the attack of 

all attacks. All the sheikhs have left us and are 

happily organizing demonstrations and protests 

in other parts. 

A: How can you say the sheikhs have left? 

B: They fled with the families from Jolan 

and elsewhere. They may still be leaving; they 

are still getting families out somehow. Today a 

family of a woman and children had a house fall 

down around them. They got them out and took 

them to Jubeil or somewhere . . . 

A: Look, call me if anything develops. I 

don't care what time you call. Try to find A____. 

B: I’ll do what I can. We did burn one 

tank. 

A: That’s good at least. 

B: Yes, but if you burn one tank they send 

three more. It's useless. 

A: Two aircraft were brought down. Hang 

in there. 

The tactical surprise accomplished at Second 

Fallujah ranks as one of several remarkable feats 

of I MEF and the 1st Marine Division in a highly 

complex battle. The attack disoriented the insurgent defenses at the outset, and they never recovered their balance. Although the Jolan district 

contained the heart of Fallujah’s insurgency, the 

rapid penetration into it forced insurgents from 

their positions and prevented a sustained defense. After the operation Coalition soldiers and 

Marines discovered the majority of safehouses 

and other insurgent sanctuaries in the area. In 

the south, specifically in Nazal and Shuhaydah, 

the assault units found the staunchest defenses, 

including great numbers of prepared defenses, 

such as foxholes, spiderholes, and tunnels inside 

and between fortified houses and insurgent billeting areas. Considerable caches of ordnance were 

found throughout the city. 

64
 
Table 5-1:Artillery Missions Fired during Second Fallujah Battle 

7-8 Nov 8-9 Nov 9-10 Nov 10-11 Nov 11-12 Nov 

Call for Fire 47 53 37 35 45 

Counter Fire 22 15 10 21 11 

12-13 Nov 13-14 Nov 14-15 Nov 15-16 Nov 16-17 Nov 

Call for Fire 28 31 24 7 7 

Counter Fire 9 8 23 22 4 

17-18 Nov 18-19 Nov 19-20 Nov 20-21 Nov 21-22 Nov 

Call for Fire 2 1 0 0 0 

Counter Fire 10 3 5 4 4 

155mm high explosive ammunition expenditure 

Expended

7–22 Nov Daily Rate Daily Avg. Call for Fire

Rate, per mission 

Daily Avg. Counterfire

Rate, per mission 

5685 379 21.1 11.4 

The enemy typically fought in small groups of 

four to twelve individuals, armed with small arms 

and RPG-type rocket launchers, who generally 

chose to fight from inside buildings rather than 

out in the streets. Although these groups tended 

to congregate in houses, which were close to one 

another, they fought as individual groups rather 

than establishing a mutually supporting series of 

positions. Although Marines sustained some casualties from rooftop shootings, most casualties occurred inside buildings where the enemy waited 

for assault troops to come to him. These tactics 

were probably a result of dominant U.S. firepower on the streets and rooftops. The enemy usually 

opened fire on Marines as the latter were entering a house or ascending the stairwell. The insurgents often used rifles and grenades to initiate the 

engagements and would usually continue to fight 

until killed. Fighting to the death does not mean, 

however, that Marines fought a suicidal enemy. In 

many instances, insurgents attempted to escape 

by throwing down their weapons and either trying to evade U.S. units or approaching them pretending to be civilians. By all accounts, however, 

the enemy that Marines encountered in Fallujah 

proved more willing to stand and to fight to the 

death than any enemy forces met elsewhere in alAnbar Province. The insurgents generally did not 

choose to fight at night.89 

As noteworthy as the ground assault of 1st 

Marine Division and its reinforcements, the employment of the aviation support of the Coalition and 3d Aircraft Wing and the various artillery 

batteries provided precisely delivered supporting 

arms fire. 

The operating altitudes changed to the poor 

weather plan on D+1. The fixed wing aircraft loitering for close air support came to the 10,000– 

12,000 or 11,000–13,000 feet blocks many times 

due to the weather. In the following days, these 

lower blocks continued in use even when the 

weather was good. Lower altitudes enhanced target acquisition by reducing slant range for sensor acquisition and had very limited effect on the 

clearance of artillery fires. Although insurgent antiaircraft missiles were always a concern, the airmen accepted the risk of low attitude flight needed to retain the accuracy demanded in this complex environment. Many times fixed-wing aircraft 

would use the lower block to find or verify the 

target location and then exit the ring and come in 

at a higher altitude for release of guided bombs. 

Several times during the battle multiple aircraft 

in multiple sectors worked on targets both inside 

and outside the 5 nautical mile ring. 

The staging of multiple aircraft in the Keyhole patterns served to maximize the response 

time and tempo of air support. Often a section of 

aircraft performed target acquisition in the ring 

at 16,000–18,000 feet for one assault regiment 

while another aircraft circled at 13,000–15,000 

feet delivering ordnance for the other regiment. 

These aircraft shared their space with five to seven drones and artillery and mortars while six to 

eight battalions engaged insurgent forces on the 

ground. A thorough knowledge of the plan and 

good situational awareness allowed these operations with minimal risks. No friendly fire of any 

kind occurred at Second Fallujah as the result of 

supporting arms fire. 

Many times rotary wing aircraft flew up to 

3,000–4000 feet to avoid the high volume of small 

arms fires and to improve pilot visibility of the 

city. The drone and manned surveillance aircraft 

65
 
over the city averaged seven at night and four to 

five during the day. Although more than anticipated, the Keyhole system template accommodated them well. 

The employment of Laser Maverick and gun 

attacks required more coordination. The Keyhole 

template was designed for efficiency and speed, 

and when aircraft used such flat trajectory weapons the controllers moved the drones and restricted the maximum elevation of artillery and mortar 

fire. The pilots and forward air controllers modified the delivery parameters to accomplish the Laser Maverick and gun attacks. While such attacks 

required more coordination, only minutes were 

required to move the drones and to coordinate 

other fires. 

During Second Fallujah aviation expended 

approximately 318 precision bombs, 391 rockets 

and missiles, and 93,000 machine gun or cannon 

rounds. The artillery consumption demonstrated 

the relative intensity of the ground fighting during the battle:90 

The overall Marine Corps casualties for this 

operation, according to summaries of the Manpower Department, Marine Corps Headquarters, 

totaled 70 Marines killed in action, 651 wounded in action (394 returned to duty), with another three non-battle deaths and five deaths from 

wounds received in action.91 

The brunt of these losses fell upon the 1st 

Marine Division and its attachments. 

Legend: 

1. KIA: killed in action 

2. WIA: Wounded in action 

3. RTD: Returned to duty 

4. NBD: non-battle death 

5. NBI: non-battle injury 

Among the immediate results of the second 

battle of Fallujah, non-combatants fled the fighting in large numbers before the operation, and 

many insurgents left the city by hiding in the 

non-combatant populace departing Fallujah. The 

attempts at organizing sympathetic uprisings in 

other parts of the province failed. The surviving 

insurgents could only seek to rearm and reorganize, waiting for a return of civilians to the city. 

In the immediate aftermath, the insurgent operational capacity seemed severely impaired as indicated by the notable drop in indirect fire attacks 

on Coalition bases and camps. These indications 

directly encouraged I MEF and high command 

commanders to set conditions for some form of 

exploitation operations.93 

Table 5-2: Second Fallujah Battle Casualties 92 

Fallujah Assault Force: 

Unit KIA WIA RTD NNBD NBI 

HQ RCT-1 5 5 

3d Bn, 1st Mar 22 206 123 8 

3d Bn, 5th Mar 8 56 39 4 

3d LAR Bn 1 36 11 5 

HQ RCT-7 15 14 1 

1st Bn, 8th Mar 16 102 51 16 

1st Bn, 3d Mar 10 79 45 11 

Army Units 

2d Bn, 2d Inf 5 24 16 1 

2d Sqdn, 7th Cav 1 12 5 1 

Rest of al-Anbar Province: 

2d Bde, 2d Inf Div 9 6 1 

2d Bn, 11th Mar 1 1 

31st MEU 2 1 

2d LAR Bn* 7 5 

2d Recon Bn* 1 

2d Tk Bn* 3 5 2 

2d Asslt Amph Bn* 1 12 7 3 

Total 65 582 339 1 54 

* present in company strength 

66 
Chapter 6: 

Operations post-Fallujah 

The conduct of pursuit operations actually 

began during the last phases of the Second Fallujah Battle but continued into January when they 

became part of the military operations conducted 

to support the 30 January elections. A pursuit is 

undertaken when an enemy force has been broken and no longer can offer effective resistance. 

Main requirement of the pursuing force is speed, 

keeping forces in contact such that fleeing forces cannot escape destruction. In the insurgency 

in al-Anbar Province, however, the multi-faceted 

and numerous enemy factions and elements had 

simply melted into the network of hiding places, 

sanctuaries, and training areas. Bringing him to 

battle under coalition advantage remained as difficult as ever, and making contact proved typically illusive. 

Operations outside Fallujah 

The program of pursuit operations began 

with Operation Plymouth Rock (24–27 November), conducted by 24th MEU in northern Babil 

Province. A complicated series of targeted raids 

on known and suspected insurgent sites by 1st 

Battalion, 2d Marines were combined with maneuvers by the Black Watch Battalion and 2d Battalion, 24th Marines and Iraqi units in blocking 

positions; these raids and maneuvers were intended to keep the enemy off balance and away 

from the vital Route 8 linking Baghdad to Kuwait. 

The two-stage Operation Lightning Bolt (28–30 

November, 3–19 December) saw the 2d Blackjack 

Brigade first isolate and clear Amariyah, with the 

Black Watch Battalion blocking from the south, 

and then executing a similar operation on the 

opposite side of Fallujah against Khalidiyah and 

Karmah, while cooperating with 2d Brigade, 2d 

Infantry Division to clear Saqlawiyah. A second 

Plymouth Rock operation (22–23 December) repeated raids in northern Babil Province as 24th 

MEU sought to capitalize on the resulting enemy 

moves away from the army brigades in area Raleigh. At this last juncture, however, the responsibility for North Babil and tactical control of the 

24th MEU had already (6 December) moved to 

the 1st Cavalry Division, another regional modification undertaken as the coalition commanders 

shifted priorities toward Baghdad and the January 

election. During 4–5 December, the Black Watch 

Battalion began its return to southern Iraq, having sustained five soldiers killed in action while 

serving with I MEF. At that point, all the non-Marine Corps reinforcements previously detailed to 

I MEF for the Second Fallujah Battle may be considered as having departed.94 

As 2005 began, priorities for I MEF focused 

upon the 30 January national election, the continued hunt for and destruction of the insurgents, 

the preparation of Iraqi security forces, and the 

return of the civilian populace of Fallujah to its 

city. The expected arrival of II MEF of course instilled thoughts of a smooth turnover and departure by the sailors and Marines for their home 

stations. For the election to succeed, its security 

and the smooth functioning of the election process had to be guaranteed by military authorities 

throughout Iraq. Soldiers and Marines carried out 

numerous operations in Areas of Operation Raleigh, Topeka, and Denver, aimed as always at 

upsetting insurgent regrouping, destroying arms 

caches, and where feasible demonstrating support for Iraqi security and government entities, 

however disparate they might be in their nascent 

state. The border stations with Syria remained 

closed and Jordanian access limited to authorized 

commercial traffic. 

In the eastern part of I MEF’s area of operations (AO) Atlanta, 1st Cavalry Division’s responsibilities and the Baghdad political center of gravity led to the turnover of all of an-Najaf and Karbala Provinces to Lieutenant General Stadler. Given 

the number of units already transferred out of the 

Fallujah operation, the additional area had to be 

taken over by Colonel Haslam and his 11th MEU, 

a choice made more logical by that organization’s 

evident success in stabilizing an Najaf since the 

summer. All the Marine expeditionary units sent 

to Iraq, however, now required relief and return 

to home stations in the very near future. 

An army brigade would arrive in February 

and relieve both 11th and 24th MEUs of their responsibilities in a combined AO South, operating 

under the tactical control of the I MEF commanding general. For the time being, however, Colonel 

Johnson’s 24th MEU continued to operate with the 

cavalry division, which even took tactical control 

of 2d Battalion, 24th Marines on 27 December to 

support its operations securing Route 8, while 1st 

Battalion, 2d Marines continued to cover Taheer 

Firm Base, Eskan Patrol Base, Haswah Police Sta67
 
tion, and patrols in zone. Only on the first day 

of February did 24th MEU return to I MEF tactical control, whence it began relief in place activities with elements of the arriving 155th Brigade 

Combat Team. On 6 February, 1st Battalion, 155th 

Infantry and 2d Squadron, 11th Armored Cavalry Regiment relieved 1st Battalion, 2d Marines, 

which joined the rest of 24th MEU to Kuwait and 

al-Asad Air Base during 9–11 February. First Battalion’s last convoy of ground equipment reached 

Kuwait on 18 February. 

The 2d Brigade, 1st Cavalry Division handed 

over responsibility for Karbala Province to 11th 

MEU on 22 December, bringing it not only extensive territory but also new Iraqi police and military units for its Marines to train, to direct, and to 

mentor. With very little interference from insurgents and criminal elements, the 11th MEU ended 

its first campaign in Iraq with major success in 

stability operations and in facilitating the election 

in Karbala and an-Najaf. On 14 February, Colonel Haslam transferred authority of his vast area 

to incoming commanders of the 155th Brigade 

and the next day his organization joined the departure movements to Kuwait and local air bases, 

with the last ground movement entering Kuwait 

on 17 February. By this point, the newly arrived 

15th MEU (Colonel Thomas C. Greenwood) had 

arrived in Kuwait and as of 20 January was the 

Central Command operational reserve.95 

Security for the 30 January 2005 

Elections 

The Iraqi elections directly affected the pace 

of operations in area Atlanta, as well as the efforts to plan and to conduct the repopulation of 

Fallujah, and it was hoped that the displaced inhabitants could return in time to participate in 

the elections, at the same time they received humanitarian relief and began the reconstruction of 

their city. 

The efforts of RCT-1 Marines and sailors produced one significant benchmark when the contentious Jolan District opened on 30 December to 

receive Fallujah citizens. The openings of specific 

districts continued until 14 January, when all of 

them stood open to receive their residents. Civilmilitary operations at this point focused on resettling Fallujah, rendering humanitarian assistance, 

and re-establishing Fallujah and al-Anbar Province’s governance at all levels. 

Although late in energizing activities in al-Anbar Province, the Independent Election Commission of Iraq requested in mid-January that coalition military forces provide “life support” (meaning shelter and subsistence) at polling centers, the 

transportation of election materials to the polling centers, and polling center security by Iraqi 

security forces onsite with Coalition Forces’ support. The Marine commanders, however, had not 

waited for the Independent Election Commission 

of Iraq and had begun preparations for election 

support by surveying and determining the most 

suitable polling sites for several weeks.96 

Operationally, the Coalition plan for securing 

the elections involved controlling borders, securing Baghdad, neutralizing insurgents in selected 

key cities, and supporting the election process. 

Dubbed Operation Citadel II, the Coalition military election support countered insurgent moves 

and activities, selected offensive actions against 

known targets, erected multiple cordons of security for polling sites, and organized the logistical 

support for the election process. 

Marines and sailors of the 1st Force Service 

Support Group and the MEF Engineer Group 

hardened the polling sites with field fortification 

and highway barrier materials. They also received 

and transported election polling materials and life 

support sets to the polling sites for the polling 

workers and the Independent Election Commission personnel who would train and supervise 

the workers’ actions. Most of the workers and 

IEC-I personnel came to al-Anbar Province via 

C-130 flights of the 3d Marine Aircraft Wing, carrying some 2,300 of these passengers between 

26–29 January.97 

At Fallujah, units of RCT-1 cooperated with 

Iraqi security forces and provided outer cordon 

security for polling centers. Citywide, they enforced election curfews, continued to operate the 

entry checkpoints, and continued humanitarian 

assistance missions. The infantry battalions also 

screened the city perimeter to prevent infiltration 

by insurgents, encountering light enemy contact. 

A raid conducted on the Peninsula netted 17 men 

suspected of insurgent activity. 

In the area surrounding the city, RCT-7 provided similar security at its polling centers to support the election while enforcing election day restrictions on curfew, driving and carrying weapons. Its 2d Reconnaissance Battalion patrolled 

Zaidon with the Iraqi 2d Battalion, Muthanna Bri68
 
gade, during which the troops discovered caches 

near Nasser Wa Salaam and Abu Ghraib. 

In and around Ramadi, the army 2d Brigade 

enforced curfews, provided the outer cordon 

at polling sites, and conducted patrols, random 

checkpoints, and raids. The insurgents launched 

numerous small attacks, several of which targeted 

polling centers or troops guarding polling centers. Marines of 2d Battalion, 5th Marines guarded the government center and conducted security patrols along Route 10. In western al-Anbar 

Province, the battalions of 31st MEU stretched to 

counter insurgent activity in the form of numerous attacks with rockets, mortars, and improvised 

explosive devices. It was during these operations 

that a CH-53E crashed 26 January in a sand storm 

near ar-Rutbar, killing the four-man crew from 

Marine Heavy Helicopter Squadron-361 and the 

26 Marines and a navy corpsman from 1st Battalion, 3d Marines. This event remains the deadliest 

single incident of the entire Iraq war.98 

The bulk of election support actions centered 

upon the key cities of Ramadi, Fallujah, Karbala, 

and Najaf. But in considering the results of the 30 

January 2005 election, the ethnic character of the 

population was apparent. In the mixed and Shi’adominant provinces of Karbala and Najaf, an estimated 90% voter turnout voted at 431 polling 

centers, and women made up more than half of 

the voters. In Sunni-dominated al-Anbar Province, 

the Sunni boycott of the election prevailed and 

only 16,682 voters entered the 49 polling sites. 

The exception came at Fallujah, where 7,679 persons, believed to number one-third to one-half of 

the eligible voters present, cast their ballots. This 

first of several elections in 2005–2006 created a 

275-seat transitional National Assembly, a provincial assembly in each of the 18 provinces, and a 

Kurdistan regional assembly. The election system 

used proportional representation with voters indicating a preference for a list of candidates posted 

by a specific party or other political entity. 

Of course, the conduct of a fair and secure 

election remained the primary objective of the I 

MEF commanders, and despite the Sunni boycott, 

they met those objectives. The insurgents made 

considerable efforts to spoil the events, making 38 

separate attacks on 16 polling sites during 28–30 

January, but no voters were harmed. The Marines 

and soldiers remained alert after the polls closed 

and until all polling workers and their election 

materials had left the sites. On 31 January, border 

Table 6-1: Polling sites established in I MEF area of
 

Operations, January 200599
 

MSE Area 

No. 

Polling 

Centers 

Alt. Polling 

Centers 

2 BCT Ramadi 10 4 

Tammin 2 0 

Khalidyah 1 1 

Habbaniyah 1 1 

RCT-7 Karmah 1 0 

Nasser Wa Salem 2 3 

RCT-1 Fallujah 3 6 

31 MEU Hit 1 2 

Hadithah 2 1 

Al Qa’im 1 1 

Trebil 1 0 

Baghdadi 1 1 

Akashat 1 0 

Waleed 1 0 

Rutbah 1 0 

2/11 Nukhayb 1 0 

Musayib 0 1 

Ar Ar 0 1 

Total 27 22 

crossings reopened and on 2 February, the Iraqi 

security details returned to their garrisons.100 

The results of the January election became 

known about two weeks later, and the clear winners emerged among the Shi’ite Islamist “United 

Iraqi Alliance,” the Kurds, and a few secular parties. Sunni Arabs won only 17 national assembly seats spread over several lists and very few 

seats on the provincial assemblies. After the first 

tumultuous sessions of the national assembly, 

a somewhat balanced government formed with 

some Sunni representation including the assembly speaker, one of two deputy presidents, one 

of three deputy prime ministers, and six cabinet 

ministers. The presidency went to Kurdish leader 

Jalal Talabani with Shi’a leader Ibrahim al-Jafari as 

prime minister. 

Resettling Fallujah 

Despite U.S. efforts to limit collateral damage, Fallujah’s residences, mosques, city services, and businesses all received varying degrees of 

damage. The “City of Mosques,” with its over 200 

mosques, perhaps lost 60 of them in the fighting. 

An estimated 7,000–10,000 of the approximately 

69
 
50,000 residences may have been destroyed with 

a large portion of the remaining ones damaged. 

Of the perhaps 200,000–350,000 inhabitants, up 

to 200,000 may have become displaced persons 

as a result of the two Fallujah battles of 2004. The 

“repopulation” of the city began only after returnees received biometric identification and received 

their new identity cards. 

Residents of Fallujah continued to return to 

the city and evaluate their holdings and life support means, often departing again to their displaced persons camps. An increasing number 

gradually remained in the city and sought to reestablish their lives. Businesses began to reopen, 

and the Marines and sailors patrolling the city and 

operating the humanitarian assistance sites could 

sense a sense of purpose. The Iraqis displayed 

an open friendliness toward the Americans, and 

in many cases assisted Marines by showing them 

hidden weapons caches and unexploded ordnance. A new newspaper hit the streets in February, and “Al Fajr,” (published by RCT-1) found 

an accepting audience especially because it contained information on security rules governing 

the city, reconstruction programs, how to make 

damage claims, and how to obtain medical treatment. On 12 February, Fallujah Traffic Police began routine patrols of the city streets.101 

By 25 February, the pace of resettlement indicated genuine progress. On that single day, almost 15,000 civilians entered the city with over 

2,000 vehicles. In addition, 466 contractors and 

1,117 government workers came through the entry control points. By that date, over 87,000 persons had visited the humanitarian assistance sites, 

and 32,546 claims payments totaling over $6.5 million had been paid. A shattered city showed signs 

of mending. An estimated 30% of the population 

had returned as of the end of March 2005.102 

Post Election Return to Normal 


Operations in AO Atlanta
 

The increasing stabilization in Fallujah and 

the pending turnover to units of the incoming II 

Marine Expeditionary Force propelled the redeployment of I MEF organizations to their original 

bases. The departure of RCT-7 for area of operations (AO) Denver began on 1 February from 

Camp Baharia, with the final turnover of AO Raleigh back to RCT-1 conducted on 5 February. As 

Colonel Tucker’s immediate task, the relief of 31st 

MEU had to be accomplished rather quickly in 

December. The U.S. Joint Chiefs of Staff had approved the extension of 31st MEU’s deployment 

in December for another 45 days, but the MEU 

had to first recover all its units, to move to Kuwait, and to embark in amphibious shipping in 

time to exit the U.S. Central Command theater by 

15 March. The turnover came promptly at al-Asad Air Base on 7 February. The 1st Battalion, 3d 

Marines had returned from Fallujah in later January and Medium Helicopter Squadron 265 flew its 

last combat mission in support of RCT-7 units at 

Korean Village in support of Task Force Naha on 

7 February, before returning to al-Asad the following day and rejoining 31st MEU. Colonel Miller now could begin the retrograde movements 

of his reunited organization back to Kuwait, using both ground convoys and aircraft of 3rd Marine Aircraft Wing. The embarkation on USS Essex 

(LHD-2) and accompanying ships of Amphibious 

Squadron 11 began on 26 February, and the force 

sailed on 6 March, eventually reaching Okinawa 

on 2 April.103 

The reconstitution of RCT-7 in AO Denver 

during February culminated in the launch of Operation River Blitz (20 February–6 March), the 

last major operation of 1st Marine Division before its rotation to home bases. Centered in the 

western Euphrates River Valley, the operation assigned RCT-7 and the Army 2d Brigade a series 

of counterinsurgency operations against the major insurgent sanctuaries and logistical routes to 

prevent any interference with the pending turnover of forces with the 2d Marine Division. The 

staffs of both divisions participated in the planning and execution of River Blitz with 2d Marine Division taking over the operation under the 

successor name of Operation River Bridge (10–25 

March). The transfer of authority between the two 

divisions took place on 17 March, and the second 

campaign of I MEF in Iraq ended on 27 March. At 

that point, 307 Marines had died in action in the 

second campaign, with 3,456 wounded in action. 

Added to the 2003 campaign losses, I MEF had 

sustained 365 killed in action, 3,740 wounded in 

action, of which 2,203 had returned to duty. Furthermore, there were 90 non-combat deaths and 

145 non-combat injuries in I MEF.104 

In the aftermath of the Fallujah Campaign, 

Marines of the outgoing I MEF saw the tide apparently turning against the Iraqi insurgency. The 

operational reporting emphasized the nearing 

70
 
success, and I MEF planning forecasted the pending establishment of Iraqi regional control.105 

Considerable doubt remained, however, that 

favorable conditions had been achieved. During 

December, as the Army reinforcements sent to 

participate in the Battle of Second Fallujah began 

to withdraw from AO Raleigh, Lieutenant Colonel Jeffrey R. Chessani, the operations officer of 

RCT-1, sent a poignant memo to his commander, 

Colonel Shupp:106 

I spoke with the [division] G-3 this 

evening and he indicated that the chain of 

events that are eventually going to happen 

is going to happen sooner than we like, but 

when we expected it. 

The G-3 indicated that Blackjack Brigade would be folding up shop and heading out on 15 Dec, which means there will 

be a relief in place beginning on or about 

12 Dec between RCT-7 and Blackjack Brigade. RCT-7 will take 1/8 [1st Battalion, 8th 

Marines] out of the city with them to relieve 

Blackjack Brigade. RCT-7 will have 1/8 and 

2nd Recon Bn to run area Raleigh. As you 

know 1/8 and 3/1 are slated to go home 

on time and currently have a latest available 

date of 13 January. If they were to execute 

this, 3/1 would need to leave Fallujah in 

December so they could embark and prepare for redeployment. Exactly when would 

be up to you. However, their initial cut for 

being relieved in place is 15 Dec. Not sure 

they need an entire month to get ready to 

redeploy. It can be done in less time. 

. . . But why would higher headquarters want to create a vacuum like this after 

successfully crushing an insurgency that has 

been a thorn for more than a year? I understand there are other fish to fry in Iraq, 

that we are not the only show. What I do 

not understand is why higher headquarters 

would not want to ensure there was some 

semblance of stability in Fallujah before they 

walked away from Fallujah. Higher headquarters got what it wanted . . . .a destroyed 

insurgency in Fallujah or so it would appear. They are going to walk away thinking 

they did their part and the smoldering heap 

of rubble that is Fallujah is going to start 

sparking again because higher headquarters 

failed to follow though with the resources 

we need to smother the embers. Then they 

are going to ask us why we let the embers 

become a fire again. 

I sincerely believe . . . our immediate headquarters is going to contribute to 

snatching defeat from the jaws of victory. 

By forcing division to move RCT-7 and 1/8 

out of Fallujah before the conditions are 

right, Multinational Force-Iraq will in effect 

contribute directly to the destabilization of a 

situation that is currently under control. I am 

not sure they have even thought about let 

alone considered the 2nd, 3rd and 4th order 

effects of simply moving Blackjack Brigade 

out of area Raleigh. This is not a hard one 

to read, but they seem to be missing the 

effects and the situation they will create by 

re-deploying the Blackjack Brigade. 

In large part, the first stabilization campaign 

of I MEF ended with the recapture of Fallujah with 

a large number of local insurgent fighters killed 

and the defeat of an apparently surging Sunni rebellion. The level of destruction achieved in the 

Fallujah battles, however, almost prohibited any 

repetition of the same level of combat destruction by the Iraqi-U.S. leadership. The costs and 

efforts required to repopulate and rebuild the city 

would in fact tie down enormous resources when 

the rest of al-Anbar Province remained outside of 

true coalition control. The battle did not engage 

the insurgents decisively, for their leadership and 

many non-local insurgents had likely fled before 

the November assault, leaving mostly local militants behind. Much work remained, therefore, for 

the incoming II Marine Expeditionary Force. 

71
 
72
 
Part II: Protecting the New Iraqi State
 

Chapter 7: 

The Mission Continues 

Planning by Headquarters Marine Corps for 

a new series of deployments replacing I MEF in 

2005 began the previous summer as it realized 

that U.S. forces would continue their efforts to 

establish security and to assist the evolution of 

a free Iraqi national government. In wake of the 

First Fallujah Battle and the parallel al-Sadr rising in April, the transition to Iraqi sovereignty on 

28 June 2004 took on a rather hollow ceremonial character. The equally symbolic raising of 

the American flag over the new U.S. Embassy in 

Baghdad by Marines marking the first time the 

American flag has flown there in 13 years, did 

herald some significant changes in U.S. policies 

and plans for the future. 

The U.S. led Coalition Provisional Authority 

dissolved itself and legal authority devolved upon 

the appointed Iraqi Interim Government, with the 

United States and Coalition forces operating under the “all necessary measures” language of the 

U.N. Security Council resolutions that identified 

the state of conflict existing in Iraq and the need 

for the Multinational Force to conduct operations and to detain individuals to help establish 

a secure environment.The Multinational ForceIraq, commanded by General George Casey, U.S. 

Army, replaced Combined Joint Task Force 7 as 

the highest military command in the country under the control of the Combatant Commander at 

U.S. Central Command. In a much-needed organizational improvement, Multinational Corps-Iraq, 

first commanded by Lieutenant General Thomas 

F. Metz, U.S. Army, assumed the operational aspects of the campaign. 

The planned Iraqi Transitional Government 

would succeed the Interim Government after 

elections leading to the establishment of a national assembly, all to occur by 30 January 2005. 

Iraqi government ministries already bore the responsibility for governing at regional and local 

level as well as the administration and control 

of Iraqi security forces. The U.S. forces in Iraq 

would no longer control the pay and formation of 

these security forces. For the foreseeable future, 

the Iraqi Civil Defense Corps and new Iraqi Army 

would remain under the operational control of 

the Commander, Multinational Corps-Iraq, who 

also took the responsibility to equip, to train, and 

to mentor them in the field. Regardless to the outcome of these ambitious plans for Iraq’s future, 

the Multinational Force-Iraq staff forecast that a 

force totaling 17 U.S. or Coalition brigades would 

be required to meet the security mission for the 

ensuing 12 to18 months.107 

The Multinational Corps-Iraq staff also undertook a new campaign plan because the scope of 

the existing one had extended only to the transition to Iraqi sovereignty. Thus, effective from 

that point, the new mission called for “full spectrum counter-insurgency operations in support of 

the Interim Government, and in partnership with 

the Iraqi security Forces, to provide a safe and 

secure environment; enabling the functioning of 

legitimate governance and allowing the restoration and development of Essential Services and 

the Economy; to assist Iraq in rebuilding itself as 

a stable and responsible sovereign state and to 

permit the redeployment of Coalition Forces.”108 

In the aftermath of these policy determinations, the Commandant, General Hagee, promulgated his guidance for the relief deployment, tentatively termed “Operation Iraqi Freedom III” by 

the Joint Chiefs of Staff in early July. Based upon 

initial planning conducted since the requirement 

had first been identified in February 2004, the 

Commandant published the task organization 

agreed to by mid-summer: 

II Marine Expeditionary Force (Forward) 

2d Marine Division 

RCT-8–three infantry battalions, a company 

each of light armored reconnaissance, tanks, assault amphibious vehicles, artillery and combat 

engineers. 

RCT-5–three infantry battalions, a company each of light armored reconnaissance, tanks, 

assault amphibious vehicles, and combat engineers. 

2d Marine Aircraft Wing (Forward) 

Marine Aircraft Group 26–three light attack, 

three medium transport and two heavy helicopter 

squadrons, plus one fighter or attack squadron 

and an aerial refueler detachment. 

73
 
Ground support units and a squadron of unmanned aerial vehicles. 

2d Force Service Support Group 

Six support battalions of various types 

(The detailed, final task organization appears 

in Appendix G) 

As with the previous guidance given for the 

deployment of I MEF, the plan included the authority to draw upon normally scheduled deployments of ground and aviation units of III MEF 

on Okinawa. Planning anticipated the continuing assignment of an Army brigade to the force, 

with the required capability of supporting an additional Army brigade for surge operations. The 

secretary of defense approved the planning on 21 

June. Because the new Multinational Corps-Iraq 

organization placed a lieutenant general in overall command of the forces, a major general would 

now head the Marine Corps contingent. Considerable thought was given to assigning the commanding general, 2d Marine Division to a dual 

position as the commander of II MEF (Forward), 

but in the end the force structure included separate commanders and staffs. Marine Corps doctrine prevailed amid the inevitable bureaucratic 

infighting in the Iraq military command structure, 

and Major General Stephen T. Johnson, the deputy II MEF commander, led the new contingent 

relieving Lieutenant General Sattler’s I MEF organization.109 

The assignment of 5th Marines with only 

three battalions from the 1st Marine Division in 

the June force plan did not survive long, probably reflecting uncertainties in the readiness of 

2d Marine Division forces to handle all competing global requirements. By August, however, the 

2d Marines had been selected as the second RCT 

headquarters in the task organization, assigned 

only two infantry battalions normally assigned to 

the 1st Marine Division. 

The staff officers of II MEF and subordinate 

commands developed the details of the deployment including the final organization and the 

identity of almost all units during August and September. Given the ongoing campaign of the two 

Fallujah battles then being waged by I MEF, the 

studies and planning ranged widely. 

Unlike the situation facing I MEF in the fall 

of 2003, no illusion existed as to the security situation II MEF was about to enter. The initial assessment of AO Atlanta highlighted the persistent 

unrest. 

As the provincial capital Ramadi will 

be the focus of Anti-Iraqi Forces attacks, 

Anti-Coalition Forces will continue standoff attacks, assassinations and coercion of 

IIG leaders, Coalition Forces and perceived 

collaborators in an attempt to disrupt election preparations and de-legitimize the Iraqi 

Interim Government. Anti-Coalition Forces 

may increase the level of attacks or attempt 

a “spectacular” attack prior to the elections 

to prevent popular support of the Iraqi Interim Government and promote instability 

throughout the area of operations. There 

are indications that the rift between competing agendas of different Anti-Coalition 

Forces is widening and Coalition Forces information operations may be able to exploit 

it. Developing credible Iraqi security forces 

and performing successful civil military operations will help win the information operations war during this pivotal period. The 

potential for violence hinges on success or 

failure of these efforts.110 

The two regiments of Major General Richard 

A. Huck’s 2d Marine Division brought six infantry, one reconnaissance, and one LAR battalion 

to Iraq, thus lacking two infantry battalions and 

a provisional military police battalion that 1st Marine Division had brought a year earlier. In theory, the more robust Iraqi security forces now 

present in the province compensated for such a 

shortfall in ground combat power, but that Iraqi 

security presence had proven illusory in 2004 and 

remained to be proven in 2005. 

Though the deployment of II MEF varied considerably from I MEF, there was wide agreement 

on the exchange of equipment and like Marine 

Corps units replaced each other in all cases. For 

the renamed “Operation Iraqi Freedom 04-06.1” (a 

new Joint Chiefs of Staff jargon reflecting the fiscal 

year and sequencing of the deployment) strategic 

deployment by II MEF, little sealift took part although the presence of prepositioned shipping in 

Kuwait ports served to provide fresh ground and 

aviation support equipment as required. A single roll-on, roll-off ship, USNS Cape Hudson, supported the II MEF movement. The scheduled air 

transport movements of civilian charter and military aircraft moved the over 22,000 Marines and 

sailors of II MEF in approximately eleven weeks 

during the period 9 January-30 March. This com74
 
Table 7-1:Typical Monthly Aircraft Usage Data, early 2005114 

Type Avg. Missions Flown, each Normal Planning Utilization* 

AH-1W 36.6 18.3 

UH-1N 41.6 18.8 

CH-46E 46.9 18.2 

CH-53E 40.3 17.6 

KC-130 53.3 36.9 

FA-18D 85.8 30.8 

AV-8B 59.2 23.2 

EA-6B 57.6 29.9 

* Weapons Systems Planning Document (WSPD) Standard 

paratively unforced pace of the relief of I MEF by 

II MEF permitted sequential reliefs of battalions in 

key areas such as Fallujah and AO Topeka first in 

the cycle. It also allowed for a generous overlap 

in forces such that no vulnerability could develop 

before the transfer of authority taking place. For 

instance the percentage of I MEF departures to II 

MEF arrivals on 10 February stood at 11:26 on 24 

February 24:55, and by 8 March 45 percent of I 

MEF personnel had departed while 75 percent of 

the II MEF manpower had arrived.111 

One difference in the deployment of II MEF 

compared to I MEF was the much-abbreviated 

Reception, Staging, Onward movement, and Integration of forces phase, which proved mostly 

unnecessary because of the predeployment training of II MEF forces in the United States and the 

convenience of relieving like forces in theater. 

For example, 3d Battalion, 25th Marines of the 

Marine Corps Reserve 4th Marine Division mobilized at eight home stations in January and deployed to the Air-Ground Training Center, Twenty-nine Palms, California on 10 January, where 

it conducted combat training through the end of 

the month. In February, the battalion completed 

its combined arms exercise and conducted a stability and security operations exercise at March 

Air Force Base, California. On 19 February its advance party departed for Iraq, and the remainder of the battalion flew on 1 March to Kuwait, 

spending only a day there to change mode of 

transport to C-130 aircraft for the final arrival at alAsad Air Base. It conducted a transfer of authority 

with 1st Battalion, 23d Marines on 15 March.112 

Some equipment concerns in Iraq had begun to surface before the arrival of II MEF. The 

high usage rate for ground vehicles and aircraft 

of all types in just months was the equivalent of 

years of peacetime use. Almost predictably, the 

tracked armored fighting vehicles showed signs 

of deterioration first. The 2d Assault Amphibian 

Battalion dispatched a team of 90 Marines to Fallujah in early January 2005 as a “reconstitution 

detachment” built around the battalion’s A Company. A six-week effort refurbished or replaced 

a total of 84 AAV7A1 series vehicles, including 

42 vehicles brought from Camp Lejeune. After six 

weeks, the equipment in the hands of I MEF with 

few exceptions showed readiness in the 80–95 

percent range. An equivalent effort in the following month swapped the tanks and tank recovery 

vehicles of the two tank companies with vehicles drawn from the maritime prepositioned shipping.113 

Aviation also suffered from heavy use, and 

serious concerns surfaced in particular with the 

readiness of light attack and heavy lift helicopters. 

The entire aviation complement of I MEF had operated consistently at high tempo, as shown in 

the typical 30-day cycle ending on 9 March (see 

table 7-1). 

One particular aspect of materiel readiness 

troubled II MEF considerably less than its predecessor. The various armor enhancement programs 

for the wheeled tactical vehicle fleet operated in 

Iraq had reached fruition by February 2005. The 

Maintenance Center, Marine Corps Logistics Command, Albany, Georgia had served as the primary 

producer of Marine Corps armor for the program, 

both in the form of kits and armor plates. This 

effort included fabrication of the 3/16-inch and 

3/8-inch plates for the Marine armor kit as well as 

an explosive resistant coating processes. Later in 

the year, the equivalent facility at Barstow, California became an armor producer. Additional armor components for undercarriage, tailgate, back 

plates, and gunner’s shields also entered production during 2004. In that year, the Logistics Command processed some 5,000 tons of steel to pro75
 
Table 7-2:Tactical Vehicles operated by Marine Corps Forces in Iraq (February 2005) 116 

Level 1 UAH Level 2 AOA “Level 3 “Hardening” No Protection Total 

On Base Off Base 

HMMWV 364 2683 12 196 0 3255 

MTVR 0 940 0 31 0 971 

LVS 0 236 0 0 0 236 

5 Ton 0 179 8 0 187 

TOTAL 364 4038 12 235 0 4649 

Note: UAH: Up-Armored HMMWV, a new production item (M1114) AOA: Add-on Armor, armor kits, installed 

in theater. “Hardening”: expedient or improvised attachment of plating. 

duce armor for 5,000 vehicles, including 1,000 delivered to the Army.115 

The next objective was upgrading the force 

with uparmored Humvees and armor kit Humvees and fitting all seven-ton trucks with their specific armor systems. The Albany armor installation 

team arriving at Camp Taqaddum in late February 

was ordered to begin installation in March, building to a capacity of 200 units per month. The parallel seven-ton truck armor installation began in 

May at 40 per month. By 30 April, II MEF reported 

the processing of 276 Humvees by the Marine Armor Installation Site.117 

Initial Employment of II MEF 

Colonel Stephen W. Davis, commanding RCT2, deployed his three battalions to Iraq during 24 

February–1 March from Camp Lejeune. He conducted his relief with RCT-7 by a planned operation in area of operations (AO) Denver. From 10– 

17 March, RCT-7, followed by RCT-2 from 17–25 

March, conducted Operation River Bridge, comprising of interdiction operations to disrupt and to 

defeat enemy elements that might endanger the 

relief as well as countering enemy infiltration in 

the area. On 17 March, RCT-2 effected its transfer 

of authority at al-Asad Air Base. As an indicator of 

the new look hoped for in future operations, the 

battalion commander of the 503d Iraqi National 

Guard Battalion, operating out of Camp Hit, attended the ceremony. During this phase, 3d Battalion, 2d Marines replaced 1st Battalion, 7th Marines at al-Qaim, and 3d Battalion, 25th Marines 

relieved 1st Battalion, 23d Marines at Hit, and Haditha. The 2d LAR Battalion operated initially with 

two line companies and K Battery, 3d Battalion, 

10th Marines attached as a provisional rifle company as it relieved 3d LAR Battalion at Camp Korean Village. Each infantry battalion gave up a 

rifle company to the security force assigned to 

al-Asad Air Base. The remaining attachments clustered with the RCT-2 headquarters at al-Asad Air 

Base for operations as required in AO Denver: 1st 

Force Reconnaissance Company; Company A, 2d 

Tank Battalion; Company A, 4th Combat Engineer 

Battalion; and Company A, 4th Assault Amphibian Battalion.118 

Units of RCT-2 then continued its tasks under 

Operation River Bridge. This operation remained 

focused on interdicting insurgent logistal routes 

east of the Euphrates River between Hit and Haditha. Tactics included small unit raids, vehicle 

checkpoints, cordon and knock, and cordon and 

search. In addition, specialized teams conducted 

raids in search of high value individuals to kill 

or capture insurgent leadership. The regiment’s 

main effort centered on Task Force 3d Battalion, 25th Marines operating in Hit and along the 

Hit-Haditha corridor with direct support from 1st 

Force Reconnaissance Company. The other battalions conducted tasks in their zones, contributing as well to the operation. 

Although RCT-8, commanded by Colonel 

Charles M. Gurganus, conducted its transfer of 

authority with RCT-1 slightly later than did RCT2, two of its battalions had deployed considerably earlier in the II MEF deployment schedule to 

relieve battalions covering Fallujah, where they 

operated under RCT-1 until the transfer of authority. The 3d Battalion, 8th Marines departed home 

station 14 January and relieved 1st Battalion, 8th 

Marines in a transfer of authority at Fallujah on 20 

January. The battalion immediately commenced 

its operations in support of Operation Citadel II, 

the Iraqi elections. It provided security of polling sites as well as participating in training and 

integrating Iraqi forces into the operation. On 30 

January, the 3d Battalion, 8th Marines had 11 Ma76
 
rines wounded in a rocket launcher attack on an 

observation post just south of Al Karmah, a precursor to what awaited the rest of the II MEF forces.119 

From its California base, 3d Battalion, 4th 

Marines departed on 9 January and moved into 

Camp Abu Ghraib on 17 January, conducting its 

transfer of authority with 1st Battalion, 3d Marines 

on 20 January. Thus began the third deployment 

to Operation Iraqi Freedom for 3d Battalion, 4th 

Marines coming only five months after the battalion returned from Iraq and the First Fallujah 

Battle. The battalion assumed responsibility for 

the southern half of Fallujah. In addition, the battalion took responsibility for operating entry control point 1, the primary entrance route into the 

city of Fallujah for contractors, government officials, and vehicles carrying cattle and produce. 

The battalion also relieved Company A, 2d LAR 

Battalion on 13 February and assumed responsibility for the battle space west of Fallujah, known 

as the Peninsula.120 

The remainder of RCT-8 mostly deployed 

with the main body of II MEF from its bases during 5–15 March. It immediately began relief with 

RCT-1 until assuming responsibility for AO Raleigh on 21 March, with a final transfer of authority on 27 March. The leading battalions already in 

place, Colonel Gurganus assigned 2d Reconnaissance Battalion to the Zaidon area and 1st Battalion, 6th Marines to Camp Bahariah, east of Fallujah. An additional battalion deployed with the 

regiment, but 1st Battalion, 5th Marines actually 

traveled independently from its Camp Pendleton 

home station and simply replaced sister battalion 2d Battalion, 5th Marines at Camp Hurricane 

Point, operating under the Army 2d Brigade task 

organization and missions on 17 March after an 

11-day transfer of authority process. The regiment’s combat support attachments settled into 

Camp Fallujah before beginning their supporting 

missions in AO Raleigh: Battery A, 1st Battalion, 

10th Marines; Company A, 2d Combat Engineer 

Battalion; Company B, 2d Tank Battalion; AntiTank Platoon, 2d Tank Battalion; Company B, 2d 

Assault Amphibian Battalion; and Scout Platoon, 

8th Tank Battalion. 

RCT-8 entered its first full month of operational control of the area of operations by holding 

Fallujah and striving to disrupt insurgent bands 

throughout the area of operations. Operation 

White Feather began on 1 April with a mission to 

clear main supply roads of improvised explosives 

and other threats. Marines of 3d Battalion, 4th 

Marines routinely screened Iraqi civilians, government officials, and contractors entering the city 

at entry control points 1, 4, 5, and 6. Elements of 

1st Battalion, 6th Marines conducted equivalent 

searches at entry control points 2 and 3. RCT-8 

and the 5th Civil Affairs Group also worked to 

improve the quality of life for the Fallujans and 

the inhabitants of the surrounding areas. The regiment experienced its first coordinated attack on 

2 April, when the Abu Ghraib prison received an 

indirect fire and small arms insurgent attack.121 

Brigadier General Robert E. Milstead’s 2d 

Marine Aircraft Wing (Forward) replaced the 3d 

Wing elements in detail, sending a light attack 

helicopter squadron detachment to al-Qaim; another detachment to Korean Village; and a light 

attack helicopter squadron, a medium helicopter squadron, and most of the unmanned aerial 

vehicles (UAVs) to al-Taqaddum. At al-Asad Air 

Base, Colonel Thomas M. Murray, commanding 

Marine Aircraft Group 26, exercised control over 

all aircraft squadrons at al-Asad Air Base, including the second light attack, two more medium, 

and one heavy helicopter squadrons, as well as 

one squadron of F-18D Hornets, one of AV-8B 

Harriers and another of EA-6B Prowlers fixedwing aircraft. The usual aerial refueler squadron 

detachment provided logistics support, using the 

KC-130J, a new model now introduced in service. 

An Army air ambulance company attached for 

casualty evacuations. At Fallujah, the air control 

squadron and a detachment of drones supported 

the immediate needs of the II MEF commander. 

The two aircraft wings conducted their transfer of 

authority on 1 March. 

The 2d Force Service Support Group (Forward) arrived under the command of Colonel 

John E. Wissler, who was promoted to brigadier 

general in May. The task-organized detachments 

deploying from the al-Taqaddum base reflected 

the new logistics doctrine now well under way in 

the Marine Corps. Combat Logistics Regiment 25 

provided general support to the entire II MEF AO 

Atlanta. Combat Logistics Battalion 2 supported 

the vast AO Denver from Camp al-Asad, while 

Combat Logistics Battalion 8 performed the same 

from Camp Fallujah for AO Raleigh, as well as 

Marine Corps needs in area of operations Topeka. 

The supporting 22d Naval Construction Regiment 

was also based at Camp Fallujah with one of its 

77
 
battalions, sending the other to ar-Ramadi. The 

Seabee regiment executed a transfer of authority 

with the Marine Engineer Group of I MEF on 11 

March, and the two force service support groups 

transferred authority on the following day. 

Before the II MEF took responsibility for AO 

Atlanta, the odysseys of 11th and 24th MEUs came 

to an end on 14 and 15 February, respectively. The 

new arrival, the Army’s 155th Brigade, also designated an enhanced separate brigade, deployed 

from Mississippi and other home stations and 

took responsibility for the norther Babil, Karbala, 

and an-Najaf Provinces, now call AO Biloxi. Unlike the previous command relationships, where 

Army brigades were under the operational control of the deployed Marine division, the 155th 

Brigade was under the tactical control of the commanding general, I MEF, with the commanding 

general, Multinational Corps-Iraq, retaining operational control. Although this arrangement spared 

the 1st and 2d Marine Division commanders the 

additional operational responsibilities, the MEF 

commanders and staffs had to work out the operating relationships, with special attention to air 

support and logistics responsibilities yet to be 

specified. With a battalion each of motorized infantry, armor, armored cavalry, combat engineers, 

and field artillery, the 155th, under Colonel (later 

Brigadier General) Augustus L. Collins, proved a 

capable partner in the campaign, operating under 

the tactical direction of the II MEF commander.122 

Almost unnoticed in the shuffling of the forces, the 15th MEU (SOC) operated in Iraq during 

the period 11 March–7 April, but only partially 

with the I or II MEF. Colonel Thomas C. Greenwood reported this organization for duty as the 

new Central Command theater reserve on 23 January, having conducted humanitarian operations 

in Sumatra and Sri Lanka for two weeks while en 

route from the United States. After a period of 

combat training in Kuwait, the 15th MEU moved 

to the southeastern edge of Baghdad, and on 11 

March occupied Forward Operating Base Falcon, 

the former base of the 5th Brigade, 1st Cavalry 

Division. Now under the tactical control of the 

3d Infantry Division, the Marines and sailors of 

the 15th MEU secured a portion of northern Babil 

province until the later arrival of the 3d Armored 

Cavalry Regiment the following month. The 15th 

MEU Marines stopped insurgent mortar and rocket attacks into the city from the south as the newly elected Iraqi parliament convened for the first 

time. 

The aviation component of 15th MEU did report to I MEF tactical control, however, and Medium Helicopter Squadron 165 operated from alAsad Air Base (six AV-8B Harriers) and al-Taqqadum (helicopters) bases with the 2d Marine Aircraft 

Wing, supporting I and II MEF activities during 

the deployment. From its Falcon Base, the rest 

of Colonel Greenwood’s command, especially 1st 

Battalion, 1st Marines commanded by Lieutenant 

Colonel David J. Furness, worked for Army commanders while conducting mechanized patrols on 

national route 8, counter-rocket and counter-mortar sweeps, and the usual range of security patrols 

and cordon operations in its sector. The MEU Service Support Group 15, under Lieutenant Colonel Jay L. Hatton, provided the usual logistical 

support for all MEU operations from Falcon and 

carried out six humanitarian assistance operations 

at villages in the 15th MEU area. In addition, the 

MSSG-15 Marines conducted a number of security 

missions to complement the efforts of the infantry 

battalion, including route security patrols, security for raids, and vehicle check points. For these 

missions, the Army Multinational Command-Iraq 

issued 15th MEU a large number of uparmored 

Humvees with radios and a few Blue Force Tracker devices to perform these missions and to interface adequately with the Army command and 

control systems. After participating in Army directed Operations River Sweep, Iron Fist, Warning Track, and Strong Will, 15th MEU returned 

to Kuwait after turning over its responsibilities to 

3d Squadron, 3d Armored Cavalry Regiment on 6 

April, then departing the theater on 22 April.123 

The 2d Marine Division executed its transfer of authority with 1st Marine Division on 17 

March, even as subordinate elements continued 

their own reliefs. Such was the advantage of having major formations of the same service at hand, 

each containing units of the two U.S.-based Marine divisions. II MEF, however, conducted its 

transfer of authority on 27 March, which included 

standing up as Multinational Force-West. However, II MEF units continued to flow into theater 

until by months’ end—22,630 Marines and sailors of II MEF were in Iraq with 10,599 Army and 

Navy personnel attached with various units. Marine Corps forces in Iraq totaled 30,887, including 

5,699 personnel of I MEF awaiting redeployment. 

At this point 12,997 Marine and Navy reservists 

78
 
of the Marine Corps Reserve were on active duty 

Marine Corps-wide, of whom 92.5 percent served 

in operating forces with 43 percent serving in 

Iraq. 

The relief operation by the two Marine Expeditionary Forces required 325 inter-theater and 

1,059 intra-theater airlift missions to transport 

some 52,010 Marine Corps and Navy personnel 

during 10 January–4 April 2005. This effort represented a significant level of achievement for Marine Corps operations but remained somewhat 

obscured by what was likely the largest troop rotation in U.S. military history.124 

79
 
80
 
Chapter 8: 

Into the Fray 

Reflecting the overall U.S. strategy in the 

spring of 2005, when the Army conducted its annual major turnover of forces in Iraq, the I MEF 

and II MEF forces conducted a series of major 

operations intended to disrupt and damage insurgent cells and to prevent any advantage they 

might seek during the transitioning from experienced to newly arrived units. In al-Anbar Province, these operations differed little from most 

other major efforts mounted against insurgent enclaves and operating areas. The obvious opportunity that the transfer of authority period presented the enemy to make an attempt at significantly 

damaging to the U.S. and Coalition troops and 

discrediting their mission objectives made stopping any enemy actions affecting or occurring 

during this period imperative. 

The 1st Marine Division’s Operation River 

Blitz (20 February–5 March) began the series of 

offensive actions as II MEF forces began to arrive. Typically, it served as an overall directive 

for actions by subordinate commands to conduct 

the actions required to stop insurgent moves and 

deployments, accounting for local conditions and 

views of local commanders. 

General Natonski estimated likely results at 

the outset: 

Operations at both ends of the Husaybah-Baghdad corridor preceded initiation of 

operation “River Blitz.” We assess that the 

insurgents may perceive the [operations] to 

the north in Rawah and RCT-1’s raids in Karmah and entry control pointss [established] 

around Nasser Wa Salem and Shahabi as 

part of Multinational Force’s overall operation. As yet, there is no reporting suggesting 

that insurgents are fleeing; they are waiting 

to determine the scope and duration of Multinational Force operations. The formal release in the media headlining “River Blitz” 

will further amplify the scale of the operation in insurgents’ eyes. Arabic media agencies are providing sensationalized coverage; 

al Jazeera news carried a headline of troops 

“flooding” into Ramadi. Insurgents will begin to flow toward gaps around Lake Thar 

Thar, Akashat, and the Salafist seam south 

of Fallujah as Multinational Force make current safe havens untenable. Key insurgent 

leaders may flee.125 

In the far west, RCT-7 conducted its own continuation of the division’s program with its own 

Operation River Bridge (10–17 March), continued 

by RCT-2 through 25 March. It consisted of interdiction operations in area of operations (AO) 

Denver to disrupt and to defeat insurgent elements, prevent infiltration of terrorist bands into 

Mosul and Ramadi, and to prevent enemy interference with the relief by RCT-2. 

Operation River Bridge focused upon interdicting insurgent logistical routes east of the Euphrates River between Hit and Haditha. In Haditha, Company L, 3d Battalion, 25th Marines engaged insurgents, killing four by an aircraft delivering a GBU-38 500 pound bomb. In Haditha and 

Hit, the 3d Battalion, 25th Marines operated with 

tank and assault amphibian support and the assistance of Iraqi National Guard troops. 

As a result of Operations River Blitz and River 

Bridge, the enemy was not able to disrupt or to 

capitalize on the transfer of authority. Some intelligence reporting indicated that the enemy did 

not know or suspect that a relief had occurred 

until it was completed. Further, the detention of 

nine insurgent leaders or facilitators and the killing of two more significantly decreased insurgent 

activity throughout AO Denver, and especially in 

the Hit-Haditha corridor. The intelligence analysts suspected that insurgent higher-level leaders 

moved to alternate sanctuaries such as Rawah, 

Tikrit, and Mosul. 

A more routine event took place shortly thereafter with yet another transfer of a commercial 

generator for the Mosul power grid from Jordan. 

Dubbed Operation Terrapin III (22–31 March), 

the convoying of another “Mother of all Generators” through AO Denver occupied RCT-2 until it 

transferred the generator to the 42d Infantry Division across the Euphrates for continued movement to Mosul. Elements of 2d LAR Battalion and 

224th Engineer Battalion escorted the convoy 

without incident. 

In a special effort against saboteurs, 1st Force 

Reconnaissance Company and 3d Battalion, 25th 

Marines conducted Operation Nightstalker I. The 

first in a nearly continuous series of operations to 

kill insurgents placing mines and explosive devices on the main supply and auxiliary supply 

81
 
routes, the operation saw units deploying sniper 

teams and directing precision fires. This first operation focused on known areas of interest in the 

Hit-Haditha corridor. 

Maintaining the Momentum 

Operation Outer Banks (1 April–4May) fell 

under the umbrella of 2d Marine Division. Operation Patriot Shield, covering April–May 2005, 

consisted of a series of tactical actions clearing 

towns that had not seen Coalition forces for several months in the Hit-Haditha corridor. These locations included Barwanah, Baghdadi, Abu Hyat, 

Muhamadi, Kubaysah, the three train stations in 

the Hit-Haditha corridor, and Haqlaniyah. Marines encountered a few minor small arms engagements, the ever present mine, improvised explosive devices and indirect fire attacks, and confiscated several small caches of weapons. Commanders estimated that the limited contact and 

low resistance to Coalition force moves confirmed 

that the insurgents had not found alternate sanctuary in lesser population centers but simply had 

“gone to ground” in the major population centers 

or displaced out of AO Denver. Sniper teams of 

1st Force Reconnaissance Company and 3d Battalion, 25th Marines combined efforts again for a 

repeat Operation Nightstalker II (1–10 April), between Hadithah and Camp al-Qaim. 

On 23 April, RCT-2 received its first Iraqi 

Army unit as a partner for combined operations. 

The 7th Reconnaissance Company, consisting of 

34 soldiers, reported for operations. These soldiers had been former Iraqi Republican Guardsmen who then joined the Shawayne Special Forces, one of the first Iraqi units formed to fight for 

the new Iraq before the establishment of the new 

Iraqi Army. In eight-man squads, the Iraqi soldiers began to work with Marine Corps battalions 

throughout AO Denver. In contrast, RCT-2 began 

to integrate the Iraqi National Guard units in AO 

Denver. Their absorption into the Iraqi Armed 

Forces ended the long odyssey that had begun in 

2003 as the Iraqi Civil Defense Corps. The Iraqi 

government offered enlistment in the Army only 

to the 503d and 504th Battalions. A total of 127 

of these personnel agreed to continued service, 

whereupon they boarded buses for their movement from Hit to Kirkush Military Training Base 

for basic training. 

During May, Colonel Davis shifted his focus 

to the far west of his zone, where with Operation Matador (8–14 May), he sought to sweep 

enemy sanctuaries north of the Euphrates. With 

only three battalions at his disposal in the vast AO 

Denver, he could concentrate forces only at the 

expense of drawing down security in the more 

populated areas, which also tended to be the insurgent objective areas. The key element in Matador, therefore, consisted of a very rapid assembly of designated units from the three battalions 

and an immediate maneuver through the objective area, using AAV and helicopter mobility as 

available. 

The enemy had attacked Camp Gannon the 

previous month in an unusually brazen coordinated attack. Located on the Iraqi-Syrian border, 

Camp Gannon occupies an abandoned warehouse 

complex on the northwest corner of the border 

town of Husbayah. Considered the “mouth” of 

the insurgent logistical routes leading to Baghdad and points north, the Marine Corps presence 

there continued to attract attention. 

Beginning at 0815, 11 April, insurgents fired 

mortars and launched three suicide vehicle 

bombs. They tried to pin down the camp guard 

with mortar and rocket fire while the three explosive-laden vehicles moved in succession to break 

through and to destroy the base. The first vehicle 

blew up against Guard Post 2, but the defenders 

rallied and stopped the next two, a dump truck 

and a fire engine. The fire engine had a driver, a 

spotter, and a bulletproof windshield, and carried 

bottled gas containers filled with explosives. 

The initial blast scattered fragments and debris, damaging a few structures including the detention facility and Post 2. Also, the lightweight 

counter-mortar radar was destroyed during the 

fighting that followed. One officer reported that 

the attack “demonstrates an extremely mature 

and capable insurgency. It showed its ability to 

mass a very complex attack very quickly.” 

The garrison, consisting of Company I, 3d 

Battalion, 2d Marines deployed its quick reaction force and called for support. Enemy mortar and rocket launcher fire continued for an 

hour, but AH-1 helicopter gunship fire and F/A18 air strikes turned the tide against the enemy. 

The small arms volume fire ceased around 0930, 

but some random shots continued for another 10 

hours. The exact number of enemy killed in action or wounded remained unknown; however, 

commanders estimated that the Marines killed at 

least 16 enemy insurgents and wounded 15 dur82
 
ing the 24-hour engagement. The enemy force, 

including support personnel, must have approached one hundred. 126 

With its Operation Matador, RCT-2 responded 

to insurgents in the 3d Battalion, 2d Marines sector to eliminate their sanctuaries and support systems in the vicinity of Ramana. Several elements 

comprised Lieutenant Colonel Timothy S. Mundy’s Task Force 3d Battalion, 2d Marines: Companies I and K, 3d Battalion, 2d Marines; Company L, 3d Battalion, 25th Marines; Company B, 2d 

LAR Battalion; Combat Logistics Battalion 2; and 

the Army’s 814th Bridge Company. The planned 

opening moves placed two rifle companies, Company L, 3d Battalion, 25th Marines and Company 

K, 3d Battalion, 2d Marines by helicopter assault 

using six CH-46E and four CH-53E helicopters 

operating in three waves. Intelligence received 

shorty before the operation, however, caused a 

shift to assault amphibious vehicles, because the 

insurgents seemed to be reacting too well in advance. The tank and light armor sections secured 

the old Ramana Bridge site near Ubaydi, and 

tank sections and the Army bridge unit moved 

to place a temporary span across, permitting all 

RCT-2 vehicles to operate throughout. The assault amphibious vehicles filled with the assault 

companies moved forward as well, prepared to 

sweep the objective area with mounted infantry 

and tanks, while the LAR company screened the 

northern flank. A vehicle accident and other difficulties, however, in the part of the bridging company led to a 13-hour delay before the assault 

units crossed the bridge.127 

The operation produced some fierce fighting 

during the first 24 hours when both the blocking 

position at the Ramana Bridge and the bridgecrossing units became decisively engaged, leading to significant insurgent losses and the clearing 

of most of New Ubaydi, which had been considered calm after a recent civil military operation. 

On the morning of 9 May, the amphibious vehicles crossed the river and the mounted infantry 

commenced clearing operations. By the evening 

of the ninth, the Army ribbon bridge became operational and with it RCT-2 established a secure 

line of communications on the north shore of the 

river. The Task Force cleared in zone from east 

to west through Ramana to ar-Rabit. Once at arRabit, the Marines scoured the suspected cave 

networks lining the dominating escarpment that 

bounded the river valley. As the task force withdrew to the south side of the river on the 14 May, 

it attacked into New Ubaydi prior to returning to 

base. All forces returned to al-Qaim by 1930 on 

14 May. 

At the Ramana Bridge position, Second Lieutenant Brian M. Stann led his mobile assault platoon of the Weapons Company, 3d Battalion, 2d 

Marines to seize the position and then defend 

it by traversing across four kilometers of urban 

terrain at New Ubaydi. Effectively employing air 

support with his heavy machine gun Humvees 

and attached tanks, Stann defeated every insurgent attack over a six-day period. The regiment’s 

air officer made good use of ground data links to 

the Litening system on board the supporting F/A18D aircraft, which permitted him to see and then 

to direct strikes at the insurgents in New Ubaydi. 

Enemy casualties included an estimated 144 

killed and 40 prisoners. Ongoing intelligence collection confirmed the presence of foreign fighters. During the operation, six vehicles, rigged 

with bombs, were captured and destroyed along 

with a significant quantity of enemy weapons and 

bomb-making materials. Friendly casualties as a 

result of Operation Matador included nine killed 

and 39 wounded. Equipment losses consisted of 

two assault amphibious vehicles, one M1A1 tank, 

one M88A2 tank recovery vehicle, and four armored Humvees. 

Ten days later, Haditha received virtually the 

same treatment. On 24–30 May, RCT-2 conducted 

Operation New Market to clear designated objectives in Haditha to disrupt and neutralize the 

insurgents. This operation was led by Lieutenant 

Colonel Lionel B. Uruquhart’s Task Force 3d Battalion, 25th Marines reinforced with Company K, 

3d Battalion, 2d Marines. 

Company K, 3d Battalion, 25th Marines made 

a helicopter assault on the left bank of the Euphrates, while two companies, Company K, 3d 

Battalion, 2d Marines and Company L, 3d Battalion, 25th Marines swept into town from the west, 

mounted in assault amphibians and accompanied 

by tanks and LAVs. The operation killed 11 insurgents, wounded eight, and produced 31 detainees. Over 300 82mm mortar rounds were seized 

and destroyed as were several other, smaller 

caches of ordnance. Friendly losses in Operation 

New Market included two killed, nine wounded, 

and the disabling of two assault amphibians. 

During one of the 25 May sweeps by Company L, an insurgent ambush pinned down the 

83
 
command element. To overcome the enemy, Sergeant David N. Wimberg left his covered position, 

crossed intense enemy fire to scale a wall and to 

enter a courtyard from which the fire originated. 

Opening the gate to the courtyard, he covered 

the entry of his fire team and then led the assault 

on the door of the house containing the insurgents. Breaking in, he came face-to-face with four 

insurgents, fired his rifle until he was wounded, 

wounding one, but stunning the enemy. Corporal 

Jeff S. Hunter, stepped forward to assist Wimberg, 

firing his rifle at the four men as he pulled the sergeant out of the house. He then led a squad back 

into the house and killed the insurgents. Wimberg 

died but saved many lives by his selfless actions. 

Hunter virtually repeated the feat three days later, 

leading a squad in three repeated assaults, the 

last with tank support, to capture a house from 

which insurgents had ambushed another squad. 

The 1st Force Reconnaissance Company conducted its Operation Night Stalker III during 4–8 

June. Snipers killed seven insurgents who were 

positively identified while digging and emplacing 

mines or bombs. Marines also uncovered bombmaking materials that had been cached for use. 

This typical discovery included a 152mm round, 

four 130mm rounds, three 122mm rounds, a video camera, two Motorola receiver-transmitters, a 

cell phone and a washing machine timer. 

During 15–20 June, RCT-2 conducted Operation Spear (Romhe) in the vicinity of Karabilah, located on the south shore of the Euphrates 

midway between al-Qaim and the border town 

of Husbayah. As in previous operations, a show 

of force, drawing several units temporarily from 

nearby RCT-2 camps, aimed at disrupting insurgent refuges and killing or capturing their leadership. This force consisted of the RCT command 

element, 3d Battalion, 2d Marines; Company L, 3d 

Battalion, 25th Marines; Company C, 2d LAR Battalion; Company A tanks; Company A assault amphibians; the Iraqi 7th Reconnaissance Company; 

the Iraqi 2d Battalion, 4th Brigade; and the 1st 

Force Reconnaissance Company. After establishing blocking positions south and northeast of the 

town, Task Force 3d Battalion, 2d Marines sent 

Company K, 3d Battalion, 2d Marines and Company L, 3d Battalion, 25th Marines to clear the 

town of Karabilah from south to north, beginning 

at 0300. 

As they cleared the town, Marines fought numerous engagements with insurgents, and several 

buildings were destroyed by attack helicopter fire 

and fixed wing aircraft bombs to overcome resistance. The advancing riflemen found numerous 

caches of weapons and explosive materials, and 

a tank section discovered and eliminated more 

than two dozen vehicles, rigged with bombs, discovered in a parking lot. 

All units withdrew from Karabilah to al-Qaim 

on 20 June. While disrupting this insurgent nest, 

Task Force 3d Battalion, 2d Marines destroyed 24 

vehicles, rigged with bombs, two explosive devices, and numerous munitions caches. Marines 

killed an estimated 47 enemy fighters and detained one other suspect. The Marines suffered 

one killed, six wounded, and eight non-combat 

injuries. 

Operation Sword (Saif, 28 June–6 July) brought 

the RCT-2 clearing effort to the town of Hit. The 

operation commenced with 1st Force Reconnaissance Company conducting a raid into Hit aimed 

at capturing a noteworthy insurgent leader while 

elements of Task Force 3d Battalion, 25th Marines 

simultaneously moved into blocking positions to 

isolate the city from the north, east and west. For 

this operation, Company C, 1st Battalion, 9th Infantry, Company B, 2d LAR Battalion and two Iraqi 

companies reinforced 3d Battalion, 25th Marines. 

The raid detained two people while 3d Battalion, 

25th Marines moved through Hammadi and Company L, 3d Battalion, 25th Marines and Company 

C, 1st Battalion, 9th Infantry, gained a foothold 

in their respective sectors in southern Hit. The 

LAR company drove by night from Rutbah and 

crossed the Euphrates Bridge and secured the far 

shore. The task force cleared Hit and established 

two “firm bases” intended for permanent occupancy in an abandoned school and a youth center. Hit thus became the first town in AO Denver that RCT-2 occupied permanently. Marines of 

Combat Logistics Battalion 2 provided Texas and 

Jersey barriers (usually made of concrete to separate traffic lanes or to stop vehicles, rigged with 

bombs) as it fortified both bases. They also set up 

generators and swamp coolers to improve living 

conditions. Explosive devices remained the most 

likely threat at Hit with 19 being destroyed on 2 

July alone. Operation Sword ended on 5 July with 

the detachment of the Army and light armor companies. From 27 June to 5 July the battalion received Task Force Lionheart from Colonel Davis’ 

control. This task force swept the left bank side 

of the Euphrates River for weapons caches with 

84
 
limited results. The battalion then received two 

infantry companies and a headquarters company from the 2d Battalion, 1st Brigade of the Iraqi 

Army. Each Iraqi infantry company was assigned 

to a firm base. Company I, 3d Battalion, 25th Marines rejoined its battalion from al-Asad Air Base 

security duties and conducted a relief in place at 

Firm Base 1 with Company L on 19 July. Company K remained at Firm Base 2. The battalion also 

transferred its main headquarters from Camp Hadithah to Camp Hit on 15 July. The Marines of the 

two rifle companies conducted joint combat patrols with their Iraqi partners daily. Engagements 

with the insurgents varied as the patrols encountered car bombs, explosive devices, and indirect 

and direct fire engagements. Task Force Lionheart 

returned in the middle of July and swept south 

of Hit, locating and destroying a large number of 

weapons caches.128 

In AO Topeka, 1st Battalion, 5th Marines occupied the central core of ar-Ramadi, between the 

Euphrates River and the canal, with 1st Battalion, 

503d Parachute Infantry (motorized) covering the 

eastern quarter of the city and its approaches and 

the 1st Battalion, 9th Infantry holding the sector 

extending south of the canal into farmland beyond. In its exclusively urban sector, 1st Battalion, 

5th Marines worked diligently to maintain patrol 

coverage and operated entry checkpoints, traffic 

control points, observation posts, and it secured 

vital government facilities in the city. The continuous patrolling and constant pressure of raids kept 

the insurgents off balance. During 15–16 June the 

battalion saw its heaviest fighting, and simultaneous attacks against several of its positions confirmed that the enemy remained present and offensively oriented. The battalion responded with 

mandatory vehicle inspections at chokepoints, increased patrolling, and cordon and search operations of the more troublesome neighborhoods. 

Checkpoint duty continually exposed the soldiers and Marines to perils. On 3 May, First Lieutenant David T. Russell oversaw his platoon’s operation of an entry control point in Ramadi when 

13 insurgents assaulted it with small arms, machine guns, and grenades. From his position on 

the second level of a building, he saw an insurgent manning the machine gun and killed him 

with a single shot. He then crossed to a bunker 

where one of his Marines needed ammunition, 

ignoring the fire of six insurgents. While directing subsequent fire and maneuver, a rifle bullet hit his helmet, knocking him to the ground 

with a concussion. Rushing back into the fight, 

he crossed the kill zone several times to direct his 

Marines finding time to retrieve a wounded Iraqi 

soldier in the process. Only when ordered to receive medical treatment did he relinquish command at the scene.129 

Colonel Gurganus commenced his portion 

of the division’s Operation Patriot Shield with 

RCT-8’s Operation White Feather (1–7 April). It 

focused upon the main service roads in area of 

operations (AO) Raleigh and disrupting insurgent 

actions, especially those placing bombs. Battalions continued integrated patrols with their Iraqi 

counterparts throughout Fallujah and along nearby major routes. In addition, the 1st Battalion, 6th 

Marines secured Jolan Park to support Operation 

Greenback, which was the extensive compensation payment program for the people of Fallujah who had lost property during the November 

offensive. Third Reconnaissance Battalion commenced its Operation Zaidon Focus with offensive actions in the southern portion of area of 

operations Raleigh. 

Operation Clear Decision (30 April–5 May) 

marked the beginning of RCT-8’s efforts to clear 

towns that Coalition forces had not garrisoned. 

Here Gurganus deployed Lieutenant Colonel Stephen M. Neary’s 3d Battalion, 8th Marines to alKarmah, reinforced by elements of 3d Reconnaissance Battalion, Company B tanks and Company B assault amphibians, Company A engineers, 

Combat Logistics Battalion 8, and the RCT-8 command group with its security detachment. After 

establishing a cordon with the tank unit at 0300, 

a pair of CH-46Es dropped leaflets, and 3d Battalion, 8th Marines began to clear the town at 0530, 

using cordon and knock techniques. The reconnaissance battalion scoured the countryside north 

of the town. Combat Logistics Battalion 8 and the 

RCT commander’s security detachment took the 

normal posts of 3d Battalion, 8th Marines during 

the operation. 

Company L, 3d Battalion, 8th Marines and 

the Iraqi 2d Muthanna Battalion moved into the 

southern sector of al-Karmah. Marines reestablished old Camp Delta and established observation posts in and around the city. Scout-sniper 

teams dispersed to several locations to conduct 

surveillance and to prevent insurgents from escaping the cordon. Company B moved its assault 

amphibians into the city and secured the police 

85
 
station to facilitate its use by civil affairs and medical units. Company I, 3rd Battalion, 8th Marines 

and the 1st Company, 2d Muthanna Battalion then 

moved into the northern sector of al-Karmah. By 

2 May, al-Karmah was declared secure with no 

friendly casualties and only one civilian casualty 

from an escalation of force incident. Third Reconnaissance Battalion continued to find several 

weapons caches, including a significant cache just 

inside the 3d Infantry Division’s Baghdad area of 

operations. On 13 May, the town was turned over 

to the 2d Muthanna Battalion. 

Team Brawler, comprising elements of Company B, 2d Tank Battalion, and Team Gator, similarly formed from Company B, 2d Assault Amphibian Battalion, moved into the regimental security sector north of Fallujah and began RCT-8 

Operation Firm Control (8–16 May). Beginning at 

0300 on 8 May Team Brawler commenced cordon and search tasks in the eastern portion of 

the northern regimental security area, while Team 

Gator worked the western half. RCT-8 established 

a joint combat operation center in the area. Simultaneously, 3d Reconnaissance Battalion conducted two raids in the Zaidon area in the southern portion of the regiment’s area of operations 

and 1st Battalion, 6th Marines continued with its 

operations in northern Fallujah, as did 3d Battalion, 4th Marines in southern Fallujah. Third Battalion, 8th Marines continued to maintain security 

in al-Karmah, Nassar Wa Salaam, and connecting 

routes. 

The move north by Team Brawler and Team 

Gator began a string of significant events for RCT8. The first 24 hours produced two indirect fire 

attacks, five by small arms, and then the discovery of three explosive devices. Insurgents made 

several efforts to strike 3d Battalion, 8th Marines 

in al-Karmah, and the tank and assault amphibian units continued to uncover significant caches 

of weapons and ordnance, including a bountiful 

one uncovered on the last day by Team Gator: 

19 mortars and two rocket launchers found near 

Lake Thar Thar. 

June inaugurated 2d Marine Division’s Operation Guardian Sword, and RCT-8 launched Operation Khanjar (Dagger) during 1–21 June as its 

contribution, essentially a reprise of May operations in the northern regimental security area. 

Attacking as far as the Lake Thar Thar resort to 

disrupt insurgent operations, Company B, 2d Assault Amphibian Battalion and Company B, 2d 

Tank Battalion surged into the northeast region to 

find enemy command and control, logistical, and 

training areas. Within hours of arriving in their 

zone, Marines of Team Gator discovered a cache 

containing 11 122mm rockets and 71 120mm mortar rounds. Team Gator later found intelligence 

materials and military manuals near the northeast 

corner of the regimental security zone. Less than 

30 minutes later Team Gator discovered an “insurgent lair” consisting of several underground facilities and many more caches. The house located 

in this area also held insurgent materials and evidence of recent use. This huge find by RCT-8 indicated that the insurgents used this area for training, to store equipment, and to conduct planning. 

Dust storms then pummeled all of AO Raleigh 

during 6–8 June, resulting in the early return of 

Team Gator and Team Brawler from the northern 

regimental security area. 

At 0330 on 18 June, Task Force 1st Battalion, 

6th Marines with supporting attachments (Company B, 2d Assault Amphibian Battalion and B 

Company 2d Tank Battalion) moved to the northern regimental security area to conduct the next 

stage of Operation Khanjar. These units received 

support from elements of Combat Logistics Battalion 8 including a fully functional field surgical 

hospital. 

U.S. Army forces located further north outside the II MEF area also operated to support the 

regiment, blocking insurgents from fleeing. The 

Army’s 2d Brigade supported 1st Battalion, 6th 

Marines providing mortar fire and blocking positions established southwest of the Marine battalion objectives. Aviation and fire support furnished 

key elements of the operation. Battery A, 1st Battalion, 10th Marines moved two 155mm artillery 

pieces north to the 1st Battalion, 6th Marines forward command post to provide on-call fire support to the task force. Marine and Coalition aviation units came to the fight, providing almost 20 

hours of continual air support during the first day 

of task force actions. Company K, 3d Battalion, 

8th Marines reported for operations as RCT-8’s reserve to the south. 

The more detailed coverage of the zone by 

the infantry battalion uncovered caches of munitions that were confiscated and destroyed: 

155mm shells 20 

122mm shells 31 

120mm mortar rounds 233 

86
 
80mm mortar rounds 45 

82mm mortar rounds 10 

82mm fuzes 4 

60mm mortar rounds 69 

60mm fuzes 50 

60mm mortar tubes 2 

RPG warheads 15 

RPG propellants 5 

RPG boosters 4 

Powder bags 5 

Primers 8 

These results remained typical throughout 

the campaign of 2004–2005 for that level of effort and indicated that a seemingly inexhaustible 

supply of munitions remained within easy reach 

of the insurgents and foreign fighters. Upon return of its units from Operation Khanjar, RCT-8 

had completed numerous major and minor operations since its assumption of the mission. Thus 

far, six of its Marines and sailors had died in action and 88 more were wounded during combat 

operations. Still, the focus remained on maintaining control of Fallujah. 

On the southern approaches to Fallujah, a 

mobile patrol of Weapons Company, 3d Battalion, 4th Marines ran into an ambush on 19 June 

when an estimated 50 insurgents triggered an explosive device and opened fire with small arms. 

The section leader on the scene, Corporal Wyatt 

L. Waldron, ordered his vehicles into the oncoming automatic weapons fire, gained fire superiority with vehicular weapons, and then called for a 

dismounted assault against the enemy flank. Waldron personally killed five insurgents and captured two of their fighting positions as the Marine assault broke the enemy’s resistance. Waldron’s team then remounted, pursued, and killed 

16 and captured six more insurgents. Marines 

found another six improvised explosive devices 

at the ambush site. 

On 23 June insurgents scored a particularly 

lethal car bomb ambush in Fallujah that resulted 

in the first woman Marine killed during Operation Iraqi Freedom. The coordinated attack (small 

arms fire also hit the targeted convoy) left five 

Marines and one sailor dead and over 12 Marines 

wounded. The insurgents specifically targeted the 

women Marines and sailors as they rotated out of 

control point duty, obviously seeking a moral as 

well as kinetic blow. Marines of Camp Fallujah, 

however, resumed their daily rituals with more 

women Marines ready to conduct woman searches. Thus Marines continued to provide basic security for Fallujah’s inhabitants. 

On 30 June, RCT-8 assumed control of AO 

Jackson from the 155th Brigade Combat Team. 

This measure expanded AO Raleigh to include 

another 1000 square kilometers. Such boundary shifts in this area continued to ebb and flow 

throughout the Iraq campaign depending upon 

the priorities claimed for the Army forces operating in and around Baghdad. 

II MEF headed into July and the pending rotation of its Army brigade after a highly active 

period in which U.S. forces and insurgents tested each other. With limited manpower, the regiments and brigade managed to extend their reach 

with operations outside urban boundaries, striking into the countryside to disrupt enemy sanctuaries. Inside the urban cores, they continued 

stability and security operations to deny easy 

movement to the insurgents, to assist the public 

with civil affairs and security measures, and to 

find insurgent cells with cordons and raids. The 

insurgents replied with continuing attacks by explosives, small arms, and indirect fire. An unsettling discovery, given the mission at hand, came 

with the unreliability of the Iraqi Security Forces, 

which were repeatedly formed and trained but 

which “dissolved” and had to be re-formed and 

re-trained. The Iraqi government and its advisors 

had yet to develop an indigenous security force 

of any depth and reliability.130 

87
 
88
 
Chapter 9: 

Protecting Self-Rule 

Assessing the Mission 

Major General Johnson’s campaign planning 

before the entry of II MEF into al-Anbar Province recognized the essential need for Iraqi security forces to augment his forces and to take 

over local security. With no expectation that the 

insurgencies could be reduced during the year II 

MEF would occupy the province, the creation of 

Iraqi security forces remained vital to overcome 

the II MEF shortfalls in combat strength, compared to the previous I MEF force, and to permit 

the establishment of local political authority. The 

campaign planning by the staff of Multinational 

Force-Iraq had set specific goals in this regard: 

local control in key cities by 30 December 2004; 

provincial authority established by 31 July 2005; 

and constitutional elections in mid-December. 

That ambitious plan, however, had already failed 

in that local control in key cities remained an illusion to date. 

Thus, the outlook for Marine Corps commanders in 2005 changed in the face of these and other 

realities. The establishment of local control could 

only be hoped for in more benign Karbala and 

Najaf by mid-2005, and perhaps the “decisive” Ramadi-Abu Ghraib sector by mid-December and 

the elections. Expectations remained that local 

control might be accomplished in all of al-Anbar 

by March 2006. Provincial control thus would follow in al-Anbar by 31 July 2006. 

The planned establishment in al-Anbar of 

Iraqi security forces in the form of a complete 

division of two brigades remained key to these 

plans. Whether those forces proved capable or 

not, the political goal of conducting national elections in mid-December posed an unchanging requirement for II MEF and the other U.S. forces in 

Iraq. With or without the recovery of Iraqi political and security authority at the local and provincial levels, the elections remained a paramount 

goal. 

Coalition forces also adjusted the estimated 

enemy order of battle by adding a new sub-category of enemy: “Sunni Arab Rejectionists,” influenced primarily by former regime loyalists, now 

posed the most significant threat to stability in 

Iraq. Although the Sunnis ranked statistically as 

an ethnic minority in Iraq, they had maintained 

political, economic, and military dominance over 

Iraq’s other major ethnic groups for nearly six 

hundred years. Given the Coalition objective of 

assisting Iraq in forming a democratic form of 

government, the Sunnis stood to lose considerable influence. The loss of political and economic 

power, a lack of security, and decisions made following the collapse of Saddam Hussein’s regime 

acted as catalysts for this reclassified rejectionistbased insurgency. While many Sunnis did not 

necessarily oppose a new form of government, 

the perceived injustices imposed on Sunnis since 

the collapse of their minority rule in 2003 created 

a level of distrust and animosity towards the Coalition and Iraq’s Interim Government. This particular insurgency therefore capitalized on distrust 

and animosity to rouse Sunni fears and to create 

a pool of recruits. Their motivations reflected a 

wide range of political objectives primarily driven 

by socio-economic concerns.131 

The II MEF campaign strategy for counterinsurgency centered upon conducting five “Lines of 

Operation” simultaneously to advance local conditions and counter the discontent and chaos that 

fed the insurgencies: Security; “Operationalize” 

the Iraqi Security Forces; Governance; Economic 

Table 9-1: Ground Combat Turnover, July-October 2005 

Initial Deployment Replacement Unit Area of Operations Transfer of Authority 

3d Bn 4th Mar 2d Bn 7th Mar Raleigh 23 July 2005 

2d Bde 2d Div 2d Bde 28th Div Topeka 28 July 2005 

3d Bn 8th Mar 2d Bn 2d Mar Raleigh 6 August 2005 

3d Bn 2d Mar 3d Bn 6th Mar Denver 10 September 2005 

1st Bn 5th Mar 3d Bn 7th Mar Topeka 20 September 2005 

3d Bn 25th Mar 3d Bn 1st Mar Denver 21 September 2005 

2d LAR Bn (-) 1st LAR 6th Mar Denver 24 September 2005 

1st Bn 6th Mar 2d Bn 6th Mar Raleigh 4 October 2005 

3d Recon Bn (-) 1st Recon Bn (-) Raleigh 7 October 2005 

89
 
Table 9-2:Aviation Turnover,August-October 2005 

Initial Deployment Replacement Unit Base Relief in Place 

VMFA-224 VMFA-332 al-Asad 1 August 2005 

HMLA-269 HMLA-167 al-Asad 21 August 2005 

VMGR-252(-) VMGR-252(-) Al-Asad 21 August 2005 

HMM-264 HMM-266 Al-Asad 24 August 2005 

VMFA-142 VMA-223 al-Asad 28 August 2005 

HMM-364 HMM-161 Taqaddum 8 September 2005 

HMH-465 HMH-466 al-Asad 27 September 2005 

HMM-764 HMM-774 al-Asad 30 September 2005 

HMLA-775 HMLA-369 Taqaddum 4 October 2005 

VMU-2 VMU-1 Taqaddum 6 September 2005 

(see Appendix G for the Task Organization of II MEF for second half deployment) 

Development; and Influence. These five concepts 

provided an operational framework for applying the kinetic and non-kinetic actions necessary 

to change the environment, which alone could 

bring a separation of the insurgents from the Iraqi 

population of al-Anbar Province. The campaign 

plan defined these lines of operation as:132 

Security. Create an environment in which insurgents are not allowed to intimidate or to cause 

fear among the people, to inhibit legitimate selfgovernance, or to prevent the development of 

Iraqi infrastructure. 

Operationalizing the Iraqi Security Forces. The 

Iraqi Security Forces must be trained, equipped, 

supported, and mentored in a manner enabling 

their organizations to grow in size, confidence, 

and skill. The effectiveness of the Iraqi Security 

Forces must be developed so they can assume an 

increasingly greater role, allowing Multi-National 

Force West [II MEF] presence to be proportionally reduced. 

Governance. Create an environment that allows elected officials to govern in an effective 

manner consistent with the expectations of the 

electorate. The Iraqi populace must perceive that 

its local elected officials can provide basic security and quality of life services such as electricity, 

water, and sanitation. Alleviating legitimate political grievances is an important element for a successful counterinsurgency. 

Economic Development. Create an environment allowing jobs to be created, where people 

are free to earn a living and can procure or receive essential services fundamental to a decent 

quality of life, and where critical infrastructure exists to support economic growth. 

Influence. Influence binds the other four lines 

of operation by affecting information content and 

flow in the area of operations, particularly into 

and out of its key population centers. This will 

involve affecting three distinct information audiences: anti-Iraqi forces, local and regional populations, and friendly forces. 

The operations planned by II MEF and 2d 

Marine Division sought to implement these lines 

of operation for the rest of the year following the 

transfer of authority from I MEF. After the initial 

series of operations in March designed to protect 

the turnover between the two Marine expeditionary forces, the 2d Division had ordered Operation 

Patriot Shield in April–May. The two Marine regiments and the Army’s 2d Brigade planned and 

conducted numerous local combat operations under Patriot Shield, noted in the preceding chapter, to interdict insurgent lines of communications 

from the border, to operationally shape the Ramadi sector by controlling access and establishing Iraqi security forces, and to protect the gains 

made in pacifying Fallujah by disrupting insurgent enclaves in the surrounding areas. 

Under the overarching II MEF operation plan 

for 2005, Operation Shurouq [Sunrise], the Patriot Shield series ended 30 May and gave way to 

the Operation Guardian Sword (Saif Haras) series during 6 June–15 August. Here, the objectives 

called for neutralizing the insurgencies in Ramadi 

while covering the rotation of combat units and 

personnel in other units for the second half of 

the deployment, as well as the Army’s rotation 

of the 2d Brigade. With the final rotations complete in September, the divisional plan Operation 

Sanguine Thunder came into effect with the aims 

of training and arming Iraqi Police in Northern 

90
 
Table 9-3: II MEF Combat Power, September 2005138 

Combat Power (Air) 

AH-1W AV-8B CH-46E CH-53E EA-6B FA-18A+ 

25/20 10/7 38/35 16/14 5/4 6/6 

80% 70% 92% 88% 80% 100% 

FA-18D KC-130 RQ-2b UC-35 UH-1N 

12/11 6/4 8/7 1/1 15/10 

92% 67% 88% 100% 67% 

Combat Power (Ground-USMC) 

Tank M1A1 LVA AAV Howitzer M198 HMMWV Hardback UAH M1114 

34/31 67/63 89/84 14/14 307/288 574/537 

91% 94% 94% 100% 94% 94% 

Combat Power (Ground) (2-28th BCT) 

M1A1/A2 M2/M3 Mortar 120MM Howitzer M109A6 Scout HMMWV Armored UAH M114 

43/32 49/47 15/14 8/7 176/158 226/201 

74% 96% 93% 88% 90% 89% 

Combat Power (Ground-155th BCT) 

M1A1/A2 M2/M3 Mortar 120MM Howitzer M109A6 Scout HMMWV Armored UAH M114 

74% 90% 100% 83% 100% 93% 

M113 

79/72 

91% 

Babil, transferring Karbala and Najaf to Iraqi local control, and in general supporting Operation 

Liberty Express, the Coalition program for safeguarding and supporting the December national 

elections. 

Major General Huck predicted favorable results for Operation Guardian Sword in a 30 May 

message to his division: 

Operation Patriot Shield comes to a 

close today [30 May] and Operation Guardian Sword is ready to commence 6 June. I 

feel confident that we will be able to pick 

up the tempo of operations and apply more 

Iraqi security forces to operations in Guardian Sword. As you know, the Iraqi security forces projections for Operation Patriot 

Shield fell short of the mark. Our ability to 

train, integrate and operate with Iraqi security forces will allow us to significantly increase our forces. Put an Iraqi face on all of 

our operations.133 

As noted in the preceding chapter, the battalions of RCT-2, RCT-8 and the Army’s 2d Brigade 

continued to execute the same types of operations, whether under Operation Patriot Shield or 

Guardian Sword. These organizations truly had 

few new options for “kinetic” or offensive combat operations because their extensive static security responsibilities aggravated the relative paucity of units available for offensive operations. In 

addition, the routine logistical and administrative 

support for the three major units of 2d Marine 

Division, spread over the 335-kilometer corridor 

from al-Qaim to Abu Ghraib, required frequent 

recourse to armed convoys, road sweeps, and 

other force protection tasks that reduced even 

more the resources available for commanders to 

employ against enemy targets. 

In westernmost al-Anbar Province, Colonel 

Davis deployed 3d Battalion 25th Marines to find 

arms caches and to interdict insurgent flow near 

Dulab, on the left bank of the Haditha Dam reservoir. The 3d Battalion, 2d Marines continued its 

normal cordon and knock operations and similar 

cache searches in its zone, exclusive of Husaybah 

and Karabilah which remained highly contested, 

while beginning a site survey for polling stations. 

Second LAR Battalion continued patrolling main 

routes, especially against bomb and mortar teams 

and provided direct support to the Army 224th 

Engineer Battalion, assigned to clear and to maintain the main supply routes for the regiments as 

91
 
Task Force Ironhawk. The 1st Force Reconnaissance Company continued its sniper operations, 

and the Azerbaijani Company, charged with internal security at the Haditha Dam, prepared for its 

own relief slated for early July. 

The Army’s 2d Brigade employed 1st Battalion, 5th Marines with combined U.S.-Iraqi combat 

patrols, cache sweeps, and stay-behind ambushes 

in western Ramadi, partnered with the Iraqi 2d 

Battalion, 1st Brigade, 7th Division. On the other 

side of Ramadi, 1st Battalion, 503d Infantry conducted a company movement to contact in the 

Mulaab district. In Tammin, the 1st Battalion, 9th 

Infantry patrolled, deployed snipers, and planned 

company-size attacks if targets appeared. The 1st 

Battalion, 506th Infantry partnered with the Iraqi 

3d Battalion, 2d Brigade, 1st Division for patrols 

in Civil Camp and Abu Flies. 

Colonel Gurganis continued the RCT-8 program of security and counterinsurgency operations in Fallujah and the rest of the operations 

area Raleigh. His tank and assault amphibian company teams continued to operate in the “regimental security area” extending north of Fallujah to 

the Lake Thar Thar resort. The 3d Reconnaissance 

Battalion covered the comparable security area to 

the south of Fallujah, where potential polling stations also required survey and assessment. The 

newly secured Karmah area also required combined operations with the Iraqi 1st Battalion, 4th 

Brigade, 1st Division, now based there.134 

Force Rotation in Mid-deployment 

Operation Saber (Hissam) covered the rest of 

July for RCT-2, an umbrella operation stressing 

counterinsurgency actions by each battalion in 

their respective zones during 23–31 July. Aimed 

at disrupting insurgents while unit rotations took 

place in the other areas of operations, it netted an 

average amount of cached arms and munitions 

but also resulted in 39 insurgents killed and 177 

people detained.135 

The last major operation planned by RCT-2 

before the rotation of its battalions was Operation 

Lightning Strike II (Darbat al Barq) slated for early 

August. This multi-battalion attack on the right or 

south bank of the Euphrates River almost midway 

between al-Qaim and Hadithah targeted the city 

of Anah and nearby village of Qadisiyah. In addition to disrupting insurgent activities and eliminating foreign fighters in the zone, the operation 

aimed at demonstrating the deployment by the 

Iraqi government of a competent security force in 

the form of its 2d Battalion, 1st Infantry Division. 

The Army’s 2d Squadron, 14th Cavalry assisted in 

isolating the objective area by blocking the bridge 

over the river in the direction of Rawah in its sector. In zone, RCT-2 planned to employ elements 

of 2d LAR Battalion, 3d Battalion, 2d Marines, and 

3d Battalion, 25th Marines as well as tank, assault 

amphibian, engineer, and Iraqi Army support to 

cordon the two towns, to raid specific targets and 

then to clear them of insurgents.136 

That operation never occurred because the 

3d Battalion, 25th Marines was ambushed. This 

battalion had completed its transfer to Hit by midJuly but also kept units in its former garrison in 

Haditha. On 1 August, insurgents attacked two 

sniper teams of the battalion scout-sniper platoon 

operating together in a firing position 3.5 kilometers northwest of Haditha on the left (east) bank 

of the Euphrates overlooking Barwanah. A third 

sniper team, Team Six, located 2 kilometers to the 

north heard a few seconds of small arms and machine gun fire coming from that location, then radioed the two teams without receiving a response. 

Team Six requested permission to move south 

and investigate. The battalion approved and also 

launched its quick reaction force from Hadithah 

Dam. On the scene, Team Six found five Marines 

dead and one missing, and their weapons and 

weapon systems were missing. 

Lieutenant Colonel Urquhart detailed his L 

and Weapons Companies immediately to cordon 

Barwanah to search for the insurgents responsible for this attack. In the early hours of 2 August, 

reports from tip lines indicated that a body was 

located 3 kilometers south of Hadithah on the 

right (west) bank of the Euphrates. The body was 

the sixth Marine, and they recovered his remains 

that day from the village of Haqlaniyah. 

This killing of a trained and experienced team 

of Marine rifleman brought a rapid response from 

Colonel Davis’ regiment. The forces slated for 

Operation Lightning Strike II instead were reset 

for Operation Quick Strike (3–6 August, extended 

to 11 August), a cordon and search of Haqlaniyah 

and Barwanah. 

While 2d LAR Battalion screened the flanks, 

3d Battalion, 2d Marines moved with Companies 

K and L and 2d Platoon, Company A, 1st Tank 

Battalion into an assembly area on the right bank 

of the Euphrates after an Iraqi Special Operations 

Company had secured it. At the same time, a task 

92
 
 

force of 3d Battalion, 25th Marines with L and 

Weapons Companies, and Company A, 1st Tank 

Battalion prepared to clear Barwanah on the left 

bank of the river, where the 3d Battalion, 25th 

Marines task force had been operating for three 

days, fighting insurgent small arms and mortar 

teams with infantry and tank weapons and precision air strikes. The Marine battalions had with 

them the 3d and 2d companies, respectively, of 

the Iraqi 2d battalion, 1st Infantry Division. These 

companies had reported to RCT-2 on 17 July. The 

1st Force Reconnaissance Company provided raid 

and sniper support as required. Late in the first 

day of the operation, an assault amphibian vehicle carrying Marines of Company L, 3d Battalion, 

25th Marines was hit by an explosive device of 

such size that it badly damaged and overturned 

the vehicle, killing 15 crewmen and passengers. 

On 4 August, Marine battalions attacked north 

and conducted cordon and searches through the 

villages. The 3d Battalion, 2d Marines encountered only sporadic resistance in Haqlaniyah and 

established a base to support continuing actions. 

Resistance then stiffened for both engaged battalion task forces, and a number of air strikes were 

used to destroy buildings from which insurgents 

fired small arms and rocket launchers. 

Operation Quick Strike, which began as a response for the killing the Marine snipers, uncovered a considerable nest of resistance in the three 

towns located only a few kilometers south of Haditha. The operation netted the destruction of 

nine vehicle-borne improvised explosive devices 

and 23 improvised explosive devices. Marines destroyed seven buildings defended by insurgents, 

killing 15 and detaining another 63. Friendly casualties included 14 U.S. killed, six wounded, one 

Iraqi Special Forces soldier killed, three wounded 

and one assault amphibian vehicle a total loss. 

During 9–10 August, the participating units returned to their bases. 

These incidents caused considerable media 

attention in the United States, especially for the 

3d Battalion, 25th Marines, which lost 19 men 

killed in three days in an Iraq deployment costing this unit 48 killed in action. For a U.S. public 

unaccustomed to heavy casualties, the loss sustained by this reserve forces unit proved especially devastating to the Marine Corps, the families of 

those lost, and the public. During 12–18 August, 

the units received visits from the commanders of 

2d and 4th Marine Divisions, II MEF and Multinational Forces-Iraq.137 

The next upsurge of insurgent activity in operations AO Denver took place 24–29 August at 

Husaybah, perhaps prodded by the departure of 

Company L, 3d Battalion, 2d Marines from alQaim to Kubaysah, where it joined 2d Force Reconnaissance Company and Company C, 2d LAR 

Battalion in a cordon and knock clearing operation. Camp Gannon exchanged small arms and 

rocket fire with insurgents on 24 August. Two 

days later, the RCT-2 targeting staff identified an 

al-Qaeda safe house and leveled it with multiple air strikes delivering two GBU-38 direct attack bombs, six GBU-12 laser-guided 500 pound 

bombs, three Maverick guided missiles, and five 

5-inch unguided rockets on the target. A similar 

effort the next evening brought eight buildings 

down with a total of 5 GBU-12s, 1 GBU-38, and 

7 Mavericks. The regiment now considered all 

the enemy’s safe havens inside the RCT-2 area of 

operation as destroyed. Small arms fire hit Marines of Company I, 3d Battalion, 2d Marines the 

evening of 29 August, and another air strike destroyed another insurgent house with a GBU-38. 

As these actions continued, the relief battalion, 

3d Battalion, 6th Marines began to arrive at alQaim. 

The force turnover in II MEF covered in part 

by Operation Guardian Shield spanned a twomonth period, reflecting the staggered deployment dates of the combat battalions shown in the 

accompanying table. In addition, the Army replaced 2d Brigade, 2d Infantry Division with the 

2d Brigade, 28th Infantry Division, formed principally from the Pennsylvania, Utah and Vermont 

National Guard, commanded by Colonel John 

Gronski. With a one-for-one replacement of battalions in operations area Topeka, no let-up in 

the struggle to pacify and shape Ramadi would 

occur. 

In addition, the 2d Marine Division exchanged 

artillery batteries and force reconnaissance, tank, 

combat engineer, and assault amphibian companies with fresh units from the U.S. In the ground 

support aviation units and 2d Force Service Support Group, the units remained in place and instead the personnel rotated during the same rotation period. The Ramadi-based intelligence services of II MEF also rotated battalions, as 3d Radio Battalion relieved 2d Radio Battalion on 11 

93
 
June and 2d Intelligence Battalion replaced 1st Intelligence Battalion on 24 September 2005. 

The aircraft squadrons of 2d Marine Aircraft Wing mostly rotated during August–September, retaining two fixed-wing and four rotary 

wing squadrons and the aerial refueler detachment based at al-Asad and two more rotary wing 

squadrons and the unmanned aerial vehicle unit 

at Taqaddum (see table 9-2). 

The combat power now available for II MEF 

to employ in AO Atlanta thus amounted to the 

following as of 1 September 2005 (see table 9-3). 

Operation Guardian Sword ended with the relief in place by the two Army brigades assigned to 

the 2d Marine Division. In its last weeks (through 

15 August), Guardian Sword planned for the 

newly arrived units to assist with election preparations and economic development programs and 

to enhance the ability of local leaders to exercise 

authority. The Army’s 2d Brigade, 28th Infantry 

Division received tactical control of the Iraqi 3d 

Brigade, 1st Division and conducted its first major action, Operation Heavy, on 29 August with a 

counterinsurgency clearing of Jazirah. The units 

of RCT-8, carrying out rotations from late July to 

early October in AO Raleigh, continued actions 

in and about Fallujah and searched for weapon 

caches in Operations Vital Ground (2–14 June), 

Scimitar (7–14 July) and Southern Fire (24–29 August). 

Securing the border 

The emphasis on RCT-2 operations in July 

and August continued after Operation Guardian 

Sword because of a higher headquarters order. 

With his Operation Sayaid (Hunter), the commander of Multinational Force-Iraq required operations within the II MEF AO Atlanta to secure 

the Syrian border by establishing a presence 

along the border and capturing al-Qaeda foreign 

fighters north of the Euphrates River beginning 

in mid-July with a projected duration until late 

August. During this period, combat operations 

continued with Operation Sayaid within the Euphrates River valley and specifically in the cities 

already targeted by RCT-2: Hit, Hadithah, Husaybah and al-Qaim. Operation Sayaid included a 

task force from 3d Armored Cavalry Regiment 

operating out of Combat Outpost Rawah in the 

former RCT-2 zone of operations north of the Euphrates River but now designated AO Saber by 

the armored cavalry regiment. Later, the timeline 

for the operation extended until 15 December, 

having become another series of combat operations protecting the Iraqi election series under 

Operation Liberty Express. 

The occupation of border posts experienced 

continuous delays, however, and during September the Multinational Force-Iraq commander restored area of operation Saber to II MEF and relinquished tactical control of four U.S. Army units 

to 2d Marine Division and RCT-2 for the continuation of Operation Sayaid: 4th Squadron, 14th Cavalry; 3d Battalion, 504th Parachute Infantry; Task 

Force 2d Battalion, 114th Field Artillery; Company 

F, 51st Infantry; 519th Military Intelligence Battalion; and Task Force Phantom, an intelligence, 

surveillance and reconnaissance unit139 

The 4th Squadron, 14th Cavalry cleared the 

village of al-Ash on 16 September in Operation 

Mustang and repeated the effort at Qadisiyah and 

Anah on 28–29 September in Operation Lightning 

Strike, the operation deferred by RCT-2 in August 

because of the substitution of Operation Quick 

Strike to clear Barwanah and to stop counterattacks against 3d Battalion, 25th Marines. The 3d 

Battalion, 504th Parachute Infantry cleared a military housing compound at Baghdadi during Operation Green Light (21–22 September), and the 

2d Battalion, 114th Field Artillery road marched 

from the 155th Brigade Combat Team in operations area Biloxi to Hit, beginning on 20 September, effecting a relief of 3d Battalion, 1st Marines 

there on 28 September. 

The reinforcement of RCT-2 by Task Force 2d 

Battalion, 114th Field Artillery provided a boost 

for the overly extended forces in western al-Anbar Province and demonstrated an early success 

for the 155th Brigade in achieving provincial and 

regional control in AO Biloxi, where the cities of 

Karbala and An Najaf remained relatively quiet. 

That situation thus precipitated the reinforcement 

of Colonel Davis’ regiment.140 

The border forces that the Commander, Multinational Forces-Iraq sought to bolster on the Syrian frontier with Operation Sayaid did not yet exist 

in the II MEF area of operations. In 2005, only the 

three border zones covering ports of entry at Ar 

Ar (from Saudi Arabia), Trebil (from Jordan) and 

Waleed (from Syria) operated with battalions of 

three Department of Border Enforcement (DBE) 

brigades manning the border forts in an-Najaf and 

al-Anbar Provinces. Iraq operated no port of entry in an-Najaf Province. The U.S. units stationed 

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in Camp Mudaysis and at Camp Korean Village 

operated to support the Anbar and Nukhayb DBE 

Brigades in al-Anbar Province, and the Army’s 

155th BCT covered the an-Najaf DBE brigade in 

AO Biloxi. The DBE services planned a fourth 

battalion of its Anbar Brigade at al-Qaim to occupy nine border forts covering the rest of the 

Syrian border in al-Anbar Province northeast of 

the last manned Border Fort 10 at Akashat. After 

it was properly secured, that sector of the frontier 

would reopen for commerce with Syria by reactivating the abandoned port of entry facilities at 

Husaybah.141 

The Iraqi Armed Forces and its Problems 

In mid-2005, however, realities only faintly 

approached the planned operational capabilities 

in al-Anbar Province border facilities. Not only 

was the fourth battalion of the Anbar DBE Brigade not formed and the building of the forts not 

even contracted, but also the same applied to the 

third battalion, which simply augmented the first 

two while awaiting fort construction. In any case, 

the Marine Corps had yet to send the required 

10 border transition teams for assignment to each 

brigade and battalion of the border forces in the 

II MEF area of operations. These ten-man teams, 

specially prepared and trained at Camp Lejeune, 

arrived during July and by August had evaluated 

the border force battalions based at Najaf, Trebil, 

and Waleed. Given the continuing delays in border construction and operations, three of the border transition teams converted to military transition teams and assisted in the stand-up of new 

Iraqi Army units at Ramadi. In the last two months 

of the year, the border posts began to take form 

north of Waleed, and the makings of a three-brigade DBE structure emerged: 1st Brigade operating from an-Najaf and covering all the posts facing Saudi Arabia; 2d Brigade, at Waleed operating 

four battalions covering the posts facing Jordan 

and Syria, and a new 3d Brigade al-Qaim operated a single battalion stationed in area of operations Saber. The seven Marine Corps transition 

teams operated with the 2d and 3d Brigades, and 

two units of RCT-2 provided the decisive military 

power if required: 1st LAR Battalion (Korean Village) and 3d Battalion, 6th Marines (al-Qaim).142 

From the outset of its campaign, the II MEF 

staff planned to receive control eventually of two 

Iraqi Army divisions comprising six brigades and 

18 battalions for operational commitment in alAnbar Province, with another brigade and three 

battalions established in an-Najaf and North Babil. 

In tandem with the political consolidation of the 

Iraqi government through the national elections, 

establishing a trained and viable Iraqi security 

force remained the real pillar of achieving regional control. 

The Iraqi Army lacks, and still does at this 

writing, any combat service support capability 

and remains dependent upon Coalition support. 

Contractors built a support base at Habbaniyah 

for a division headquarters and two brigades. 

Some form of base support unit was proposed 

for Habbaniyah as the initial Iraqi logistics hub 

for al-Anbar Province and adding a second one 

when a second division came to al-Anbar Province. A nearby “India” base was built to support 

the third brigade. 

The units of the new Iraqi Army replaced the 

last of the Iraqi National Guard battalions that had 

proven ineffective in al-Anbar Province because of 

their evident tribal affiliation and vulnerability to 

the insurgent murder and intimidation campaign. 

Thus, no new Army units reconstituted from formerly Sunni-affiliated National Guard forces were 

acceptable in the al-Anbar Province, and the Iraqi 

Ministry of Defense policy took recruits from alAnbar to units outside the province. 

Initially, the Ministry of Defense and the Coalition command assigned the 1st and 7th Iraqi 

Army Divisions to II MEF as Multinational ForceWest for employment in counterinsurgency operations. In addition, the 25th Brigade, organic 

to the 8th Division, drew the assignment to the 

an-Najaf and northern Babil Province sector (area 

of operation Biloxi). In all, the Coalition planned 

sending seven brigades to Multinational ForceWest in addition to the specialized military and 

paramilitary units designed for border and internal security tasks. 

Under the same plan, the Iraqi 1st Division 

headquarters at Habbiniyah exercised control 

over all Ministry of Defense units from Ramadi 

to the eastern boundary of area of operation Raleigh. From Ramadi, the 7th Division headquarters controlled similar forces west of Ramadi to 

the Syrian border.143 

Numerous operational requirements existed 

throughout the Marine Corps zone of action and 

several Iraqi Army battalions and brigades deployed to al-Anbar Province before the 7th Division established its headquarters in the province. 

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The conditions demanded considerable operational flexibility by the fledgling Iraqi units to operate with their American counterparts before the 

rest of the Iraqi Army had in fact developed as a 

fully capable and manned combat force. 

Timing, as usual, counted for almost everything. By October 2005, the 1st and 4th Brigades 

of the 8th Division, based at an-Najaf and Karbala, operated three battalions, all partnered with 

the U.S. 155th Brigade in area of operations Biloxi 

with military transitions teams provided by the 

155th. These teams rated the battalions as becoming militarily capable in three to six months. The 

1st Division, which had a Marine Corps transition 

team since May, arrived in Camp Habbiniyah in 

October. Most of its three brigades and nine battalions preceded it, but it required another three 

to four months to reach a “capable” rating. That 

tentative status did not apply to the 1st and 2d 

Battalions, 1st Brigade, 1st Division, which had 

joined the U.S. Army’s 2d Brigade at Ramadi and 

RCT-2 at Hit and Haditha during Operation Guardian Sword. Characteristic of the initial operations 

of the Iraqi security forces, those two battalions 

had operated without their parent brigade (never 

assigned to al-Anbar Province) under direct control of 2d Marine Division, yet remained two to 

six months short of being fully fighting capable 

because of their chronic undermanning. 

The Iraqi 7th Division headquarters lagged 

considerably in arriving in the province, first to 

Fallujah in January and then to the Iraqi compound in Camp Blue Diamond, Ramadi in late 

February 2006. Its 1st and 2d Battalions, 1st Brigade had joined the U.S. Army 2d Brigade at Ramadi during Operation Guardian Sword. Their 

personnel, leadership and equipment shortfalls 

placed them in an eight to 10 month delay in 

reaching full fighting capability. Their transition 

teams came from the three Marine Corps border 

transition teams left unassigned because of delays in activating the Iraqi units to cover the Syrian frontier. The remaining units of 7th Division 

formed in July-September 2005 and after training 

deployed to al-Anbar Province during September 

2005–January 2006. 

The manpower requirements for the military 

transition teams providing liaison and training advice for elements of the Iraqi Army sent to the 

II MEF area of operations proved demanding. In 

addition, local U.S. commanders and staffs spent 

considerable effort mentoring their counterparts. 

These demands fell upon the combat units despite efforts by Marine Corps Headquarters and 

the Multinational Forces-Iraq to provide them 

from the United States and allied nations. Twelve 

of the teams fielded in the 2005 contingent came 

“out of hide,” jargon for the receiving Coalition 

partner unit providing the team upon arrival. In 

all, the Marine Corps provided 366 officers and 

enlisted to the teams in 2005, 170 of which came 

locally from II MEF. A few of the II MEF Marines 

became involved with the unending police training team mission in Fallujah as did Army solders 

in Ramadi. The Iraqi security forces began to assemble under the tactical direction of 2d Marine 

Division in al-Anbar Province and under the Army 

155th Brigade in Najaf-northern Babil Provinces. 

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Chapter 10: 

Protecting the New Iraq 

The twin pillars of the U.S. and Coalition strategy for 2005 functioned independently of each other. The security situation (first pillar), which was 

not improving in 2005, largely because of the dilatory process of building Iraqi military and paramilitary forces, training and provisioning them, and 

then fielding them against the insurgents. Despite 

this setback, plans proceeded for the new national 

government and popular elections under self-imposed deadlines of the Coalition governments. For 

U.S. and Coalition military forces, the self-government (second pillar) and election process in Iraq 

became the focus of activity in late 2005 although 

the same counterinsurgency operations conducted in the preceding months continued because 

the insurgency continued and had to be ended or 

minimized. 

Supporting the Election 

Operation Liberty Express (Tahrir Saia, 1 September–30 December 2005) covered the military 

actions of II MEF and its subordinate units to provide adequate security and to ensure conditions 

for a successful Iraqi national constitutional referendum on 15 October 2005 and Iraqi national 

election on 15 December 2005. Although the 2d 

Marine Division provided the major contribution 

to this operation, it will be seen that the contributions of the 2d Marine Aircraft Wing and the soon 

to be redesignated 2d Marine Logistics Group remained indispensable throughout the operation. 

Major General Huck published his operations 

order for Liberty Express on 30 July, setting three 

phases: completing unit rotation, as an extension 

of Operation Guardian Sword; operations supporting the referendum; and operations supporting the national election. He identified his mission as: 

2d Marine Division continues partnership with the Iraqi security forces and conducts combined counterinsurgency operations in al-Anbar Province to neutralize antiIraqi forces, secure designated polling centers, and provide support to the Independent Election Commission - Iraq to maintain 

operational momentum, prevent anti-Iraqi 

force interference with unit rotations, and 

ensure the conduct of free, fair and legitimate constitutional referendum and national 

elections.144 

To support the referendum, the 2d Marine 

Division planned continuing counterinsurgency 

campaigns in AO Atlanta that would provide the 

secure environment for polling sites by the Iraqi 

transitional government and the election commission. In particular, the subordinate commands 

would “execute focused disruption operations 

from 1–12 October, targeting extremist groups 

with the capability and intent of interfering with 

the referendum to disrupt their operational planning and execution cycle.”145 

Using Iraqi security forces, then in their initial 

stages of arrival in the division’s area of operations, remained essential to securing and to operating the polling sites and providing force protection, security, transportation, and sustainment. 

The U.S. and Iraqi forces would have to provide 

an election support team for each polling site 

within the zone for liaison with and support to the 

election workers. 

The expected threat to the elections, according to 2d Marine Division estimates, included both 

Muslim extremists and the Sunni Arab resistance. 

Muslim extremists sought to inflict a high U.S. and 

Coalition casualty rate in Iraq, coupled with an 

aggressive information operations campaign designed to erode public support and to force a Coalition withdrawal from Iraq. At the same time, 

their actions aimed at preventing any strong central government from establishing itself in Iraq. 

The Sunni Arabs in Iraq had lost ground to the 

Shi’a and Kurdish factions in the 2004 election, 

and moderates in their ranks sought to regain 

some degree of Sunni influence through the political process. 

Marine Corps intelligence estimates predicted 

that insurgents focused on Ramadi because of its 

significance in the governmental process and Fallujah because of its symbolic importance. Their 

immediate goal remained to discourage voter 

turnout through the unfettered use of violence. 

The expected tactics included attacking polling 

sites and the areas around them using proven 

techniques such as indirect fire, improvised explosive devices, and sniping. Their information campaign painted the elections as a conspiracy of the 

Shi’a, Kurdish, U.S., and Zionist interests against 

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the Sunni Arabs. Thus, the extremists portrayed 

themselves as the defenders of Sunnis in Iraq. 

The Coalition hoped that the moderate Sunnis 

and some insurgent groups would urge their followers to vote, thereby avoiding their self-inflicted electoral debacle of 2004. Extremist elements, 

however, increased attacks across the province in 

an attempt to prevent voter participation. For the 

Coalition, the worst case resulting from uncontrollable sectarian violence would persuade Sunni Arabs that a favorable outcome in the elections remained impossible. Such an outcome could bring 

them to re-align themselves with extremist elements to attack U.S. and Iraqi forces and to disrupt the election process.146 

The method by which General Huck and 2d 

Marine Division planners sought to meet these 

conditions combined the types of combat operations that Marine evaluations considered a success 

in Operation Guardian Sword with a civil affairs 

campaign that focused upon the local Sunni leaders and public opinion. The II MEF Campaign Plan 

thus continued in effect with the goals of interdiction in RCT-2’s AO Denver, neutralizing extremists 

in the Army 2d Brigade’s AO Topeka, principally 

Ramadi, while continuing to control Fallujah and 

the remainder of RCT-8’s AO Raleigh. Marines estimated that they could maintain operational momentum throughout al-Anbar Province and thereby disrupt insurgent operations, develop and act 

upon intelligence, and establish a “relatively secure environment” for the Iraqi referendum and 

election. In contrast to the 2004 events, Marines 

could look to additional support in the form of the 

newly arriving Iraqi forces units, with up to three 

brigades joining to add combat power and an improved measure of internal security in the cities. 

The orders to civil affairs commanders and 

planners were equally clear. They were to continue efforts supporting the nascent provincial 

councils and provincial reconstruction development committees and to improve economic and 

infrastructure development throughout al-Anbar 

Province. Specific actions, however, would also 

support the elections. These included seeking to 

educate and to influence local and provincial Iraqi 

leaders to encourage their followers to participate 

in the electoral process and to themselves educate the populace about the electoral process and 

the importance of their participation. On the other 

hand, the U.S. forces had to avoid a perception 

that they controlled or directed the election process, which had to remain an autonomous and 

fair Iraqi action in the eyes of all. Finally, Marine 

commanders ordered a surge in counterinsurgency operations immediately before the voting days 

that, combined with the civil-military engagement 

of the al-Anbar leaders at municipal and provincial level, they calculated would persuade the Iraqi 

public that participating in the voting was safe.147 

The actions required to support the elections 

required considerable planning and allocation of 

resources for the 15 November and 15 December 

events. In each of the areas of operations in the 

II MEF zone, Marines would set up several dozen polling centers, encompassing 15–24 sites in 

each area of operations, to handle the voter turnout estimated by the Iraqi Independent Election 

Commission to be some 575,000 persons in al-Anbar Province. At each of the polling sites, Marine 

Corps election support teams of one or two Marines or soldiers and an interpreter would maintain 

order over the election commission workers and 

equipment provided by the Coalition. They also 

served to maintain liaison and communications at 

each site with the U.S. and Coalition forces. In the 

2d Marine Division areas, for example, over 170 

military personnel and 70 interpreters comprised 

this contingent. Although many of these Marines 

and soldiers came from the civil affairs units, the 

combat and support units of the division provided 

approximately half of these personnel. 

Logistical support for the estimated 3,000 polling workers included flying them from Baghdad 

International Airport to al-Anbar province, to alAsad Air Base, and to al-Taqqadum Air Base; the 

polling workers were then driven to camps where 

they received billeting, subsistence, and final training from the election commission. Polling workers hired within the province reported to local 

bases for transportation to the camps. From these 

camps, the polling workers were driven to military 

forward operating bases near their polling sites 

three or four days before the elections. At each 

point of entry, the forces screened and processed 

the polling workers and segregated potential security risks for further scrutiny. At all assembly locations for the polling workers, Coalition forces 

had to provide emergency medical care, billeting, 

feeding, and hygienic facilities. 

Security measures for the polling worker 

camps and polling sites required dedicated security forces in both close and distant protection 

modes and materials for segregating the inner and 

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middle cordons and the traffic and entry checkpoints. Fortification material came from the 30th 

Naval Construction Regiment, but 2d Force Service Support Group provided all other items for 

the camps. Election materials arrived in packaged 

containers for each site, and election commission 

personnel retained responsibility for the chain of 

custody and accountability of ballots. Route security measures included surged sweeps by both 

ground and aerial electronic devices. Aviation support remained dedicated to normal military operations in September and early October, although 

the KC-130 transport-refueler aircraft would support movement of election commission and polling workers into the air bases. During 11–14 October, and on election day, most rotary-wing aircraft 

(transport and attack) increased flights to support 

aerial and ground movements. 

Much of the efforts required in working with 

local leaders and public affairs would come from 

the newly arrived (and newly formed) 6th Civil Affairs Group, which took over from the 5th Civil Affairs Group during 8–22 September. Colonel Paul 

W. Brier’s concept of support called for a major 

effort to engage the provincial and local civilian 

leadership. The governor, provincial council, and 

mayors received briefings to inform them of the 

importance of the constitutional referendum, to 

encourage them to inform their constituents, and 

to provide them with election materials for their 

constituents. Working with the governorate election official of the Independent Election Commission, Marines of the 6th Civil Affairs Group sought 

to assist (1) in developing ideas and strategies to 

identify polling workers from al-Anbar Province 

to work at the polling centers and (2) in helping 

the election commission inform the public about 

the election processes. Colonel Brier’s command 

also played a key role in planning the movement, 

billeting, and training of polling workers for alAnbar Province, providing civil affairs Marines as 

members of the election support teams as well as 

liaison personnel during all the polling worker’s 

movements and processing.148 

Counterinsurgency Operations Before the 

Elections 

The combat operations supporting the summer turnover of units and personnel gradually 

evolved into a new series of operations designed 

to shape the battlefield and to disrupt any insurgent disruption of the electoral processes. The operational pattern remained unchanged, as noted 

above in Major General Huck’s orders: interdict 

in the west; neutralize insurgents around Ramadi; and hold Fallujah and areas further east under 

firm Coalition control. Largely for this reason, the 

Multinational Force-Iraq Operation Sayaid continued as Operation Sayaid II. Not only would it support the establishment of the Iraqi forces in al-Anbar and strengthen the border defenses, but also 

it would cover the desired interdiction of the alQaim-Hit corridor of the western Euphrates River 

Valley. 

Phase II of Operation Sayaid in September 

continued the efforts to restore Iraqi control of its 

border with Syria. In addition, II MEF received orders to construct two combat outposts, north and 

south of the river to support the border defenses 

that the Department of Border Enforcement at last 

began to reconstruct in the Syrian border region 

covered by forts 1 through 9. Coalition engineers 

would build the combat outpost in the south while 

an Iraqi contractor built the other on the northern side of the river valley. The planned presence 

of Coalition forces, mostly border units and Iraqi 

Army units, would at last cover the western Euphrates River Valley. The Iraqi Army would also 

establish permanent garrisons in al-Qaim, Rawah, Haditha, and Hit. By default, combat service 

would have to provide support and for all Marine 

Corps forces in western al-Anbar Province. 

In addition, Marines established random vehicle checkpoints on the routes connecting al-Qaim, 

Hadithah, and Hit. As a new initiative, they destroyed bridges across the Euphrates at key crossing sites near the Syrian border, thus depriving 

infiltrators their usual line of communication. As 

a matter of priority, the Haditha sector was chosen for special attention before the referendum, 

and al-Qaim before the national election. This prioritization clearly reflected the relative security of 

each sector and the limited military resources that 

remained a problem in western al-Anbar Province. 

Destroying the bridges also indicated the weakness of the border security, and the construction 

of Border Forts 1 through 8 remained slow, with 

forts 1 through 4 still incomplete at year’s end.149 

After receiving approval from Central Command and Multinational Corps-Iraq headquarters 

to remove the bridges from the “No Strike” target list, Marine air started bombing the bridges 

(the Al Bu Hardan and Mish Al Bridges crossing 

the Euphrates northeast of Karabila and east of 

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al-Ubayd) on 3 September. On 3 September, the 

aircraft dropped guided BDU-type 500 pound cement-filled practice bombs, reporting some damage to the bridges, but imagery showed three of 

the eight bombs did not strike the bridges. Accordingly, the RCT-2’s planners requested another 

attack. On 6 September, aircraft dropped GBU-12 

bombs directed at the bridge abutments. Again, 

desired effects were not achieved and would require an additional strike. 

On 11–12 September, the attacks resumed after preparing targeting packages employing the 

M270A1 guided multiple-launched rocket systems 

supporting the Army units in AO Saber. Six rockets hit the Mish Al Bridge and destroyed it. Aircraft attacked Al Bu Hardan Bridge with GBU-38 

and GBU-12 bombs following a mechanical malfunction of both M270A1 launchers. The eight 500 

pound bombs used this time achieved the desired 

effects.150 

Division had concurred in the destruction of 

these bridges using no forward controllers and direct involvement of ground troops because of the 

paucity of ground forces available in western alAnbar Province. Given the number of units rotating in RCT-2 during the month, small scale local 

raids and patrolling remained the norm except for 

the Army units operating in AO Saber. 

Apart from its turnover with the incoming 1st 

LAR Battalion, the 2d LAR Battalion developed 

Operation Cyclone (Zoba’a) with RCT-2 support 

for clearing ar-Rutbah of persistent insurgent activity. Assembling reinforcements at nearby Camp 

Korean Village on 9 September, the battalion commander, Lieutenant Colonel Austin E. Renforth 

and his staff briefed and incorporated 2d Force 

Reconnaissance Company; Company K, 3d Battalion, 6th Marines; and an Iraqi special forces unit 

into his task force. Moving out of their camp at 

0100 hours on 11 September, the LAR units established a cordon of the city and launched two assault forces to clear its eastern and western parts. 

The force reconnaissance and Iraqi Special Forces 

troops cleared their sectors from north to south. 

Moving in the opposite direction, south to north, 

the Marines of Company K, reinforced by a section of amphibious assault vehicles and a platoon 

of Company C, 2d LAR Battalion, cleared their 

zone. At 1100 hours the next day, the troops had 

detained a total of 61 people and had confiscated 

numerous weapons and explosive devices. 

The relative lull during September permitted 

the planning of several larger scale operations for 

October, and here Operation Sayaid II began to 

show some results. The operations of October coincided with the welcome arrival of the first units 

of the Iraqi 7th Division in the form of three battalions of its 3d Brigade, deploying to Hit, Hadithah, 

and Rawah. At the same time, the Iraqi 1st Brigade, 1st Division established its headquarters at 

al-Qaim with its 1st Battalion, the beginning of a 

long awaited Iraqi covering force on the Syrian 

border in al-Anbar Province. 

Lieutenant Colonel Julian D. Alford’s 3d Battalion, 6th Marines executed its first major operation since relieving 3d Battalion, 2d Marines at alQaim. Beginning in the early morning hours of 1 

October, the battalion began to clear the village 

of Sadah and the eastern half of Karabilah under 

Operation Iron Fist (Kabda bin Hadid), a sevenday effort designed to eradicate insurgents, clear 

routes, and to establish battle positions. It also 

provided a deception operation to distract insurgents while units assembled and prepared for Operation River Gate. Supported by a platoon each 

of tanks, combat engineers, and assault amphibious vehicles, Alford’s Task Force cleared Sadah 

from east to west with three rifle companies on 

line the first day. Insurgents fought from prepared 

positions with small arms, rocket launchers, mortars, and explosive devices. In sporadic fighting, 

the Marines killed an estimated 12 enemy and encamped into positions on a wadi separating Sadah 

from Karabilah. A troop of the 4th Squadron, 14th 

Cavalry screened the left bank of the Euphrates 

River, and mobile assault platoons of the Marine 

battalion’s weapons company blocked the roads 

between the two towns. 

The next day saw much stiffer opposition from 

the insurgents fighting from Karabilah. Advancing through the town over the next three days, 

Marines employed all their direct fire weapons 

and mortars, and Marine aircraft delivered rockets, Hellfire missiles, and GBU-12 and -38 guided bombs. The enemy death toll increased to 51 

while the task force suffered one Marine killed 

and 12 wounded. The operation ended on 7 October, with two battle positions constructed for rifle 

platoons. Patrolling and small arms engagements 

continued for several weeks. The 3d Battalion, 6th 

Marines now had a foothold for continued operations to the west, where Camp Gannon, garrisoned by elements of Company L, marked the an100
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

vil that permitted further “hammering” by Alford’s 

task force through the principal enemy enclave of 

Husaybah. But that moment would await further 

reinforcement and Operation Steel Curtain. Until 

then, Marines killed an estimated 200 insurgents 

while operating from the new battle positions and 

Camp Gannon. Lieutenant Colonel Alford’s double-size sniper platoon of some 38 Marines trained 

and operating in his Weapons Company, accounted for most of the enemy killed, followed in number of kills by his attached tank platoon and battalion heavy machine guns.151 

The Army’s 2d Brigade, 28th Infantry Division 

at Ramadi executed its own large-scale sweep at 

the same time on the southern outskirts of Ramadi. Operation Mountaineers (Hiba) sought to kill 

or capture insurgents and to locate arms caches on 

4 October. After four Marine CH-47E helicopters 

lifted A Troop, 1st Squadron, 167th Cavalry into a 

blocking position southeast of the city, Company 

C, 1st Battalion 172d Armor Battalion, established 

a cordon isolating the southeast corner of the city 

from the north and two Army infantry companies, 

accompanied by the Iraqi 1st and 3d Battalions, 

1st Brigade, 7th Division cleared and secured their 

targeted districts on the southern side of the canal, while 3d Battalion, 7th Marines cleared the 

northern side of the canal accompanied by the 2d 

Iraqi Battalion and supported by a tank platoon of 

Company D, 2d Battalion, 69th Armor. Marines soldiers and Iraqi troops searched all houses and vehicles in a major demonstration of combined U.S. 

and Iraqi military presence. After being attacked 

by explosive devices, small arms, and rocket fire, 

the 3d Battalion, 7th Marines called in both fixed 

and rotary wing air support, which remained overhead until all objectives had been cleared and the 

ground Marines had returned to their base.152 

With the even larger Operation River Gate 

(Bawwabatu Annaher), Colonel Davis’ RCT-2 

placed more pressure upon insurgent groups operating in the western Eurphrates River Valley, 

well-timed with Operation Iron Fist. Commencing on 3 October, elements of three U.S. and one 

Iraqi battalion searched the towns of Hadithah, 

Haqlaniyah, and Barwanah, the scene of the impromptu Operation Quick Strike conducted in reaction to the killing of the Marine sniper teams of 

3d Battalion 25th Marines in August. In addition 

to killing foreign fighters and insurgent groups, 

Colonel Davis sought to establish a U.S. and later 

Iraqi Army presence and in general prepare these 

towns for elections. 

Under the control of Colonel Davis and his 

RCT-2 command group, the operation opened 

with isolation moves blocking movement out of 

the target area: an Iraqi special operations company blocked movement to the north near Hadithah 

Dam, and on the left bank of the Euphrates River, 

the Iraqi 7th Reconnaissance Battalion, 7th Division covered the eastern flank while 1st LAR Battalion screened and then occupied Barwanah. On 

the right bank, 3d Battalion, 504th Parachute Infantry moved against Haqlaniyah by air assault, using 

12 CH-46E helicopters supported by 3d Platoon, 

Company B, 1st Tank Battalion and a company of 

the Iraqi 2d Battalion, 1st Brigade, 1st Division. At 

Hadithah, 3d Battalion, 1st Marines commanded 

by Lieutenant Colonel Jeffrey R. Chessani, moved 

into three zones supported by the tank company 

headquarters and 1st Platoon; another company 

from the Iraqi 2d Battalion, 1st Brigade; and the 

2d Battalion, 3d Brigade, 7th Division. 

During this operation, Iraqi troops discovered 

sophisticated propaganda production equipment 

in a house in Hadithah. The items seized included 

numerous al-Qaeda in Iraq compact discs and audiotapes, three computers, several printers, banner makers, multi-disc copiers, and thousands of 

blank discs and tapes. Troops later discovered a 

complete bomb-making facility in the same town. 

When the operation terminated on 20 October, Major General Huck reported construction of 

the firm bases underway and polling places secured. The damage to the enemy included 12 enemy killed and 172 suspects detained with 30 caches and 96 explosive devices discovered. The 3d 

Platoon, Company C, 1st Combat Engineer Battalion built the firm bases Sparta, Raider, and Horno 

in the three towns (Hadithah, Haqlaniyah and Barwanah). In addition to the helicopter support for 

the Army paratroopers, RCT-2 also conducted a 

combined air assault raid by 2d Force Reconnaissance Company and the Iraqi special operations 

company in the vicinity of Abu Hyat against a 

known high value target, taking several detainees 

in the process. Marines called for air support to 

deliver ordnance as large as 2000 pound bombs, 

when targeting a cave complex.153 

Operations Iron Fist and River Gate also covered part of the continued Iraqi Army movement 

into al-Anbar Province, as the three battalions of 

the Iraqi 3d Brigade, 7th Division deployed to Hit, 

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Haditha, and Rawah, while the 1st Brigade headquarters and its 1st Battalion of the 1st Division 

deployed to al-Qaim. On 13 October came another welcome reinforcement in the form of the 

13th Marine Expeditionary Unit (Colonel James K. 

La Vine), reporting to Major General Huck for tactical direction after it reported to Major General 

Johnson for operations and received its own AO 

Tucson on 26 October, where it began counterinsurgency and route security operations. 

The Constitutional Referendum, 

15 October 2005 

The combat operations in al-Anbar Province 

preceeded the referendum at all of the polling 

sites selected and surveyed during the previous 

five months. During the weekend of 1–2 October, the Independent Election Commission-Iraq, 

apparently on the basis of local sentiments and 

because it wished to demonstrate greater self-reliance, changed the logistics and security arrangements for the more settled parts of al-Anbar. Instead of using the polling centers surveyed and 

secured by Coalition forces, the election commission opened approximately 87 independent polling centers, operated and provisioned by the local 

Iraqi population, with local police and unarmed 

guards for security. Accordingly, the polling centers east of Ramadi to the eastern limits of the 

II MEF area of operations operated with Facility 

Protection Service and Iraqi police security. In the 

western zones, the original plan prevailed for employing Iraqi Security Forces, including Iraqi Army 

troops, in the inner and middle cordons of the 

polling centers, backed up by Coalition military 

quick reaction forces as the outer cordon.154 

Despite these changes, the II MEF organization 

proved sufficient to execute the referendum with 

few setbacks. Transportation, billeting, and supplies for the polling workers succeeded except for 

food. Contractors provided food to polling workers at al-Asad Air Base and Taqaddum Air Base. 

Beyond these arrangements, the plan was to provide polling workers with halal meals and bottled 

water. Most workers remained for one to three 

days at the air bases before moving on to forward 

bases near their polling centers. In some instances 

polling workers staged protests due to their dissatisfaction with halal meals. At Baghdad International Airport, airport security personnel confiscated the cellular telephones of election commission 

personnel assembled there for flights to al-Asad 

Air Base and Taqaddum Air Base. Even though 

al-Anbar Province had limited cell phone service, 

the commission relied on these phones for communications nationwide. Even satellite telephones 

failed to connect in western Anbar, and so Marines 

had to assist in unsnarling the communications at 

most polling centers. 

The commission’s expectations for local arrangements in the eastern part of the zone were 

met. Besides moving commission officials, polling center kits and ballots between air bases and 

local distribution points, Marines there provided 

little in the way of logistics support to the commission. The “local” model likely succeeded for 

a number of reasons such as the improved security environment, emergent Fallujah leadership, 

and the adaptability of Marine and Army units. 

The security model used by 2d Marine Division 

proved effective, however. On 12 October, Marine 

units seized polling sites and immediately moved 

pre-staged force protection materials to properly barricade the polling sites. Between 13 and 14 

October, polling workers occupied polling sites 

with U.S. units providing security escort. While insurgents conducted a few harassing attacks during the referendum, no voters or polling workers 

were injured at a polling site. 

Imperceptible to the outside observer, several 

measures taken by II MEF provided for better results than had been in the January 2005 election. 

In the days leading up to the referendum, 2d Marine Division attacked locations considered likely firing positions for insurgent rocket and mortar 

attacks by indirect fire. During the January 2005 

election, the daily average of indirect fire attacks 

had increased from the usual 12 to 36 the day before the election and 57 on the day of the election. 

Radar coverage of potential attack sites was evaluated to ensure previously used firing locations 

were appropriately covered. In the case of the 

referendum, no increase in these kinds of attacks 

occurred. Only five attacks by explosive devices 

occurred during the voting period, all occurring 

while the supporting electronics support aircraft 

was off station refueling. The division requested 

continuous airborne fixed wing coverage for close 

air support and surveillance patrols over three sectors: Ramadi-Fallujah; Hit-Haditha; and al-QaimRawah. These aircraft remained on station from 

six hours before pollings opened until six hours 

after the pollings closed. Finally, E-8 Joint STARS 

aircraft monitored vehicle movement along routes 

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between Ramadi during voting hours and during 

curfew hours. The aircraft also remained ready to 

track indirect fire trajectories, although none occurred in that sector.155 

Due to the detailed planning and actions of 

Marines soldiers and Iraqi security troops, tens of 

thousands of voters in al-Anbar Province ignored 

the threat of attack and cast ballots in the constitutional referendum on a remarkably calm day with 

isolated insurgent attacks but no major bombings 

or mass killings. Ramadi remained a problem, and 

soldiers forced three of the city’s main polling centers to close shortly after opening at 0700 hours. 

Hospital officials said that at least seven people 

seeking to vote were killed by insurgents. Ammar Rawi, manager of the electoral commission 

in Ramadi, added that most of the “turnout came 

from the outskirts of the city.” Muhammed Jamaili, 

manager of the electoral commission in Fallujah, 

opined that 93 percent of the city’s 257,000 registered voters participated in the referendum. The 

population in the far west, in the area of RCT-2, 

cast a mere 7,510 votes, virtually none at Hit and 

Haditha.156 

Although Sunni Arabs rejected the terms of 

the constitution, they took a significant part in the 

voting in this referendum and therefore in the process of moving toward self-government. The soldiers, sailors and Marines under the direction of II 

MEF could take pride in the results posted in their 

three “governorates.” 

With the approval of the constitution, Operation Liberty Express remained in effect to support 

the required 15 December elections for a permanent government. Had the constitutional referendum failed, the National Assembly would have 

been dissolved, and a new transitional government would have been elected to attempt to write 

another permanent constitution, thus reverting to 

the awkward situation of the previous year. 

Continued Counterinsurgency 

Operations supporting “Liberty Express” 

Area of operations (AO) Tucson furnished 

battle space for the newly arrived 13th MEU elements. Major General Huck charged it with interdicting smugglers and insurgents operating in 

the vast area between ar-Rutbah in the west and 

al-Muhammadi in the east, where Iraqi Route 10 

approaches its junction with Route 12 (the main 

route running the right bank of the Euphrates 

from Hit to al-Qaim). Because of the frequent assignments of the LAR battalions to operations in 

the western Euphrates River valley throughout the 

campaign, Marines had spent little time covering 

the valley to date. Colonel La Vine established his 

headquarters at al-Asad Air Base, where his Medium Helicopter Squadron 163 worked under the 

direction of 2d Marine Aircraft Wing. He detailed 

2d Battalion, 1st Marines to Rutbah on 26 October, 

where it operated out of Camp Korean Village. At 

the other extremity of AO Tucson, Battery C, 1st 

Battalion, 11th Marines, which was an artillery battery made into a provisional rifle company, covered the intersection of the two highways, taking 

its direction directly from Colonel La Vine’s command post. This security mission also served to 

prepare 13th MEU for its major contribution the 

next month in Operation Steel Curtain.157 

The II MEF staff also worked to support the 

new “Desert Protector” program, used as a form 

of tribal engagement to produce reliable scouts 

in the province. The initial cohort came from the 

Albu Mahal tribe of al-Qaim. They were sent to 

the East Fallujah Iraqi Army Camp for two weeks 

of training and then returned to al-Qaim to work 

with special operations units as scouts. Coalition 

and Iraqi commands released little information 

about special forces’ missions in Iraq, but 2d Division monthly summaries indicated Army, Navy, 

and Iraqi special forces’ missions excluding AO 

Biloxi.158 

In the aftermath of the referendum, where the 

aim of II MEF actions focused upon the main population centers, the moment finally arrived to pacify the tumultuous border towns around al-Qaim. 

Operation Steel Curtain (al-Hajip Elfulathi) occurred in Husaybah, Karabilah, and Ubaydi from 

3 to 22 November and marked the first large-scale 

employment of multiple battalion-sized units of 

Iraqi Army forces in combined operations with 

Coalition Forces since the Second Fallujah BatGovernorate Demographics Votes Percentage For Percentage Against 

Karbala Shi’a Arab majority 264,674 96.58 3.42 

An Najaf Shi’a Arab majority 299,420 95.82 4.18 

Al-Anbar Sunni Arab majority 259,919 3.04 96.9 

Total 9,852,291 78.59 21.41 

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tle. The objective was to restore Iraqi sovereign 

control along the Iraq-Syria border and to destroy 

foreign fighters operating throughout the al-Qaim 

region. Beginning in the summer, the combat capabilities of the Iraqi forces in al-Anbar Province 

had grown, approaching the numerical equivalent 

of two full infantry divisions of Iraqi Army soldiers. Iraqi soldiers now worked alongside soldiers and Marines in detailed clearing missions. 

In addition, Iraqi Army soldiers provided security 

and helped facilitate the care and well-being of 

residents displaced from their homes because of 

the operation. They provided perimeter security and screened displaced civilians to detect foreign fighters trying to infiltrate the shelter areas or 

to escape cordons. They also helped to distribute thousands of meals, blankets, and health and 

sanitation items to their fellow citizens. Operation 

Steel Curtain also saw the employment of locally recruited and specially trained scout platoons. 

The Desert Protectors assisted the combat units 

clearing the city. Because of their familiarity with 

the region, the local tribes, and the local dialects, 

these scouts could detect suspicious individuals, 

including a terrorist attempting to evade identification by wearing women’s clothing, and 21 suspected insurgents hiding amongst the civilians in 

a displacement camp near Ubaydi. 

Assembling over 4,500 Marines sailors and soldiers, for the largest Marine Corps operation since 

the second Fallujah battle, Colonel Davis’ RCT-2 

began Steel Curtain with a clearing of Husaybah. 

His task organization for the operation included 

3d Battalion, 6th Marines; Battalion Landing Team 

2d Battalion; 1st Marines from 13th MEU; 1st LAR 

Battalion; 2d Force Reconnaissance Company; 3d 

Battalion, 504th Parachute Infantry; 4th Squadron, 14th Cavalry; and the Iraqi 1st Battalion, 1st 

Brigade, 1st Division (later joined by 2d and 3d 

Battalions). Moving in the early hours of 1 November, 3d Battalion, 6th Marines concentrated its 

three rifle companies at Camp Gannon facing the 

town with the Syrian frontier to the rear. Effecting 

a lodgment in the town’s northwestern corner at 

0400 hours on 5 Novembers and then joined by a 

company of the Iraqi 1st Battalion, 1st Brigade, the 

battalion held while 2d Battalion, 1st Marines and 

another Iraqi company moved into the southwest 

quadrant of the town and came abreast at about 

1000 hours. Together, the two battalions then advanced to clear every structure in Husaybah, from 

west to east. By the end of the first day, the two 

battalions held a quarter of the town, inflicting 

several casualties on the insurgents and foreign 

fighters, who defended with small arms, rocket 

launchers, and explosive devices. In three days, 

the two battalions cleared the town and encamped on its eastern limits, having killed dozens of 

enemy and detaining over two hundred more suspects while other elements of RCT-2 gathered several hundred displaced persons into holding areas 

where they received food, water, and medical attention, and processing. 

The two battalions continued across an open 

triangular area between Husabayah and the next 

objective, western Karabalah, clearing houses and 

encountering explosive devices and mines the next 

two days, 8–9 November. Shifting to the north, the 

3d Battalion, 6th Marines cleared western Karibalah from north to south in three days, encountering mostly mines and booby traps, while 2d Battalion, 1st Marines moved west to east in coordination. By 12 November, both of these towns had 

been cleared of enemy insurgents, foreign fighters, and their explosive devices. 

Leaving 3d Battalion, 6th Marines holding the 

two cleared towns, 2d Battalion, 1st Marines and 

the Army parachute infantry battalion shifted east 

to repeat the clearing operation, this time at Ubaydi. Beginning in the early morning of 14 November, the Army paratroopers cleared Old Ubaydi in 

a day, while 2d Battalion, 1st Marines took two 

days to clear New Ubaydi against stiff opposition. 

The 2d and 3rd Battalions of the Iraqi 1st Brigade 

also provided a company each in the clearing of 

this, the last targeted town of the operation. With 

the occupation of a battle position in Ubaydi by 

Weapons Company, 3d Battalion, 6th Marines all 

three towns had been cleared. As Lieutenant Colonel Alford characterized it to a combat correspondent on 20 November, “This place has needed to 

be cleaned out for awhile.” 

The two Marine Corps assault battalions lost 

10 men killed in the operation, and a total of 

59 Army and Marine Corps and nine Iraqi Army 

wounded as opposed to the reported 139 enemy 

killed and one wounded prisoner. A further 388 

suspected insurgents became detainees and over 

a thousand displaced persons entered Coalition 

humanitarian relief facilities from both Husabayah 

and Ubaiydi. Operation Steel Curtain saw nearly 

continuous air support, with 67 air strikes called 

in by controllers. Over 100 precision-guided munitions were employed during this operation. Avi104
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 10-1 Operation Sayaid 2004–2005 Summary162 

II MEF Direct Action Enemy Direct Action Casualty Summary 

176 Air Strikes 26 Complex Attacks 

2 Ground guided missile Strikes 315 Indirect Fire Attacks 50 U.S. Killed 

279 Engagments of Enemy actions 310 Total Explosive/Mine Attacks 324 U.S. Wounded 

678 IED and Mine Discoveries 241 Explosives Attacks 57 U.S. Non-battle Injuries 

20 Vehicle Bomb Discoveries 3 Vehicle Bomb Attacks 4 U.S. Non-battle Deaths 

499 Cache Discoveries 12 Suicide Vehicle Bomb Attacks 15 Iraqi Forces Killed 

509 Detainee Events = 2308 detainees 53 Mine Attacks 89 Iraqi Forces Wounded 

633 escalation of force incidents 1 Suicide Vest Bomber 1 Iraqi Force Non-battle deaths 

11 Battalion Level Operations 310 Small Arms/Rocket Attacks 5 Iraqi Forces Non-battle injuries 

5 Recuiting Events = 150 recruits 757 Enemy Killed 

34 Raids, targeted 64 Enemy Wounded 

17 Mosque Enteries 

16 Cordon and Search, targeted 

2,430,000 Leaflets Dropped 

ation also played a key role by providing combat 

re-supply of tank ammunition and water as well as 

multiple casualty evacuation missions.159 

In the aftermath of Operation Steel Curtain, 

the Iraqi 1st Brigade began to establish itself with 

its headquarters at al-Qaim. As the soldiers of its 

1st Battalion patrolled the streets of Husaybay, 

Karabilah and Ubaydi, the 3d Battalion occupied 

the newly built northern combat outpost on 30 

November, partnering with 4th Squadron, 14th 

Cavalry in backing up the reoccupied border forts 

to the north of the Euphrates, and 2d the Battalion occupied the southern combat outpost on 14 

November, although then only 15 percent complete. 160 

The employment of 2d Battalion, 1st Marines 

in Operation Steel Curtain came with no relief for 

the 13th MEU mission in AO Tucson, and the battalion’s alternate command group continued to 

operate from Camp Korean Village with the assault amphibian vehicle and light armored reconnaissance platoons. The upcoming rotation of the 

Army’s 155th Brigade signified that a relief of its 

2d Battalion, 114th Field Artillery at Hit would become necessary. The Army declined to replace the 

battalion, so the II MEF and 2d Marine Division 

commanders alerted Colonel La Vine that 13th 

MEU would take responsibility for Hit and its surrounding battle space. On 23 November, Colonel 

La Vine assumed tactical control of the Army battalion, the Iraqi 1st Battalion, 2d Brigade, 7th Division, and a new area of operation “Fairbanks.” 

This area assigned not only Hit to the 13th MEU 

but also maintained much of the eastern portion 

of former AO Tucson now disestablished. After 

a brief period of reconstitution, 2d Battalion, 1st 

Marines relieved the Army unit at Hit, supported 

by Lieutenant Colonel Donald J. Liles’ MEU Service Support Group 13, with a transfer of authority on 10 December. As the national election approached, the 2d Battalion, 1st Marines undertook 

a clearing action across the Euphrates from Hit in 

Operation Iron Hammer (Matraqa Hadidia) during 

30 November to 4 December. While the 2d Battalion, 114th Field Artillery and 1st Battalion, 2d Brigade, 7th Division maintained security in Hit itself, 

the Marine battalion, the 1st Company of the Iraqi 

battalion, and 30 desert protector scouts crossed 

to clear the Hai Al Becker district and to establish 

a base for the Iraqi battalion to occupy, thereby 

securing the eastern side of the city. With this improvement of security, the Hit Bridge was opened 

to foot traffic. During this operation, troops destroyed five explosive devices and detained 19 

suspected insurgents.161 

During the same month, RCT-8, now under 

command of Colonel David H. Berger, conducted 

its Operation Trifecta (10–20 November) to disrupt 

insurgent activity in the Ziadon area; this operation included aviation support with a simultaneous insert of 144 Marines into three landing zones. 

The 2d Battalion, 2d Marines conducted a heliborne cordon of Sadan Market while follow on 

forces conducted the sweep. This rapid cordon 

prevented insurgents from escaping, and this cor105
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

don and knock operation also integrated communications jamming by EA-6B aircraft. The 1st Reconnaissance Battalion also conducted a helicopter insert to support its Operation Southern Hunter. These battalion sweeps resulted in the capture 

of numerous arms caches and detainees, but no 

close combat occurred. The reconnaissance battalion also received dedicated utility helicopter support on strip alert if its sniper teams were compromised. These aircraft also performed other missions, but launched with the sniper extract locations in case they were needed. Ongoing missions 

included company-sized raids, cordon and knock 

operations, and convoy escort. For example, on 1 

December, a sniper attack on civilians produced a 

two-company sweep by 2d Battalion, 6th Marines 

aided by Iraqi Army search teams and a FAST platoon (Fleet Antiterroist Security Team) through the 

city zones 51 and 52 to find and to kill the snipers.163 

The 2d Brigade, 28th Infantry Division conducted Operation Tigers (25–26 November), a 

clearing operation in the Mulaab District of eastern 

Ramadi with both fixed and rotary wing aircraft in 

support. Colonel Gronski then sent the 3d Battalion, 7th Marines and the 2d Battalion, 1st Brigade, 

7th Division against the same area for a cordon 

and search operation and targeted raids, continuing into the adjacent al-Dubaht District in his Operation Shank (Harba) during 2–3 December to 

find weapons caches and to disrupt enemy activity. Similar operations covered most other districts 

of the city, along with an intensive route clearance 

effort and several terrain-denial artillery missions, 

all in late November through mid-December. In 

a local setback, soldiers had to raid the home of 

Brigadier General Shakir to recover the Iraqi Police payroll on 4 November. New Iraqi units arrived in Ramadi, including the 2d Special Police 

Commando Brigade on 7 December and the 1st 

Company, 9th Tank Battalion, equipped with T-55 

tanks, on 10 December, indicating the importance 

of taming this most dangerous Iraqi city.164 

Supporting the National Election 

(15 December 2005) 

Marine Corps and Army commanders in alAnbar Province benefited greatly from the previous experiences with election security and support. Planning for the national election in December now incorporated the contingencies of adjusting to frequent and unpredictable changes in the 

concept for conduct of the election by the Independent Electoral Commission of Iraq. This aspect 

bore fruit right away because the commission this 

time permited the local citizens of Ramadi to provide security for the polling sites within the provincial capitol and the surrounding area. Ultimately, this concept provided an expanded voting opportunity for the citizens of Ramadi by expanding 

the number of polling sites on election day. The 

Ramadi Action Plan to increase Sunni participation 

in Ramadi from only two percent for the October 

15 Referendum was based on the assumption that 

intimidation by al-Qaeda of Iraq and other extremist and foreign groups was the principal cause of 

the province’s chaos. The plan’s countermeasures 

included the assignment of the 2d Special Police 

Commando Brigade and the Iraqi Army tank company to Ramadi to assist in bolstering official Iraqi 

presence in the city. 

As before, the 2d Marine Division and 155th 

Brigade began securing polling sites on 12 December and transporting polling workers and polling material from forward bases to polling sites. 

In eastern Anbar, U.S. and Iraqi forces provided 

area security and limited logistics support for the 

113 Independent Election Commission-established 

polling centers. In western al-Anbar Province the 

Coalition forces provided both area and point security and logistics support for 30 Coalition-established polling sites. By noon on 14 December, 

troops or police had secured all polling centers 

throughout al-Anbar Province with their polling 

workers inside. 

To facilitate the vote and to aid security measures, the Iraqi government declared a national 

holiday during 13–15 December, a nationwide curfew for 13–17 December from 2200 to 0600, and 

a prohibition on carrying of weapons, even with 

a valid weapons card, during 13–17 December. In 

addition, the government closed international and 

provincial borders, except for fuel, food, and medical vehicles; closed international airports; placed 

all security forces on full standby status; and prohibited vehicular movement during 14–17 December except for security forces and vehicles with 

placards issued by the Ministry of Interior.165 

Essentially, the U.S. forces in al-Anbar Province employed the same measures for air support, 

electronic support, and surveillance as in the October referendum, achieving at least equal success. 

Approximately 800 polling workers and election 

support team members were flown by helicopter 

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between the transit centers, e.g., al-Asad Air Base, 

and nine different outlying sites. While complex, 

the air movements were executed smoothly because lift requirements and movement plans were 

identified and coordinated with higher headquarters early in the planning process and then synchronized daily with subordinate units. Additionally, back up ground movement plans were developed if inclement weather precluded air operations. Providing contracted hot meals for polling 

workers helped to maintain morale and to alleviate behavior problems. Additionally, commission 

officials billeted at the command and control locations for extended periods required sustenance. 

In eastern al-Anbar Province, Coalition and Iraqi 

Army Forces provided area security, while Iraqi 

police and local guards provided point security. 

In western al-Anbar Province, Coalition and Iraqi 

security forces provided point and area security. 

The troop commitments required for security in 

western al-Anbar Province limited the number of 

polling sites the division could establish. 

Only two attacks by indirect fire occurred during the national election, compared to the 10 such 

attacks during the referendum. By almost every 

measure, the 15 December election succeeded in 

al-Anbar Province beyond expectations. Sunnis 

turned out in such large numbers that additional 

ballot materials had to be provided from reserves 

held by the regiment and brigade commanders in 

each area of operations. 

Turnout for the election was reported to be 

high, and just over 12 million people voted, which 

was 75 percent of the electorate. Sunnis in particular voted in much greater numbers than in January, and perhaps more than in the October election judging by the temporary ballot shortages in 

al-Anbar Province. Some insurgent groups apparently kept their promised election day moratorium 

on attacks, even going so far as to guard the voters 

from attack. As reported in the U.S. press: 

The story was the Sunni vote. In Ramadi, a provincial capital reduced to cratered 

buildings and empty streets by two years of 

warfare between insurgents and U.S. forces, 

fighting on the day of Iraq’s Oct. 15 constitutional referendum kept turnout below 2 percent. More than 80 percent turned out Thursday in Ramadi and other insurgent strongholds in far western Iraq’s Upper Euphrates 

valley, estimated a Ramadi election official, 

Yaseen Nouri. The exceptions were towns 

along the Syrian border, he said, where U.S. 

military operations against insurgents had 

made refugees of local people. 

Long lines formed outside voting centers in Ramadi on Thursday despite an insurgent bombing at 7 a.m., when pollings 

opened nationwide. Masked guerrillas of 

the anti-U.S. Iraqi Islamic Army movement, 

wearing tracksuits and toting AK-47 assault 

rifles, went out among houses to encourage 

people to vote. Witnesses said the guerrillas 

told them: Do not be afraid, we will protect 

you. 

In Fallujah, children played soccer in the 

streets and crowds gathered in and around 

polling places, enjoying the three-day traffic ban and the release brought by voting. 

“Right now, the city is experiencing a democratic celebration,” said Dari Abdul Hadi 

Zubaie, the mayor, who compared it to a 

wedding. Many of those who cast ballots 

in the city of about 250,000, west of Baghdad in Anbar province, said they considered 

voting an act of resistance against the continued presence of U.S. Marines in Fallujah. 

On Thursday, polling sites were protected 

by Iraqi police, while Marines withdrew to a 

perimeter no closer than 100 yards away. 

Six months after the election, negotiations for 

a “government of national unity” succeeded and a 

political Coalition supported it under the leadership of Prime Minister Nouri al-Maliki.166 

Closing Out 2005: Counterinsurgency 


Operations and Force Realignments
 

With the completion of the national election, 

Operation Liberty Express terminated on 22 December. That day also marked the official end of 

Operation Sayaid. The Iraqi government had announced the restoration of control of its borders 

on 30 November, with a celebration conducted for 

the benefit of the media. The 3d Battalion, 6th Marines participated in a flag raising ceremony at battle position Hue at Husaybah, signifying the transfer of control of the area from U.S. to Iraqi forces. General Casey attended, as senior U.S. commander in Iraq, accompanied by the Iraqi defense 

and interior ministers, and the battalion provided 

a rifle company reinforced by tanks as security, 

which also included continuous air coverage. In 

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the view of the II MEF commander, Major General 

Johnson, “This is a significant milestone that will 

highlight the initial progress to date in border defenses, training of Department of Border Enforcement personnel, and the commitment and growing capability of the Iraqi government and its security forces.” Although Border Forts 4 through 6 

remained incomplete at the end of the year, Iraqi 

Army units had already moved into border town 

garrisons and had manned the combat outposts 

north and south of the Euphrates. Construction 

would begin before year’s end in refurbishing the 

former port of entry at Husaybah. In December, 

however, the II MEF staff urged higher headquarters to first upgrade the ports of entry at Waleed 

and Trebil before opening the port of entry in the 

al-Qaim zone.167 

Very few “named” counterinsurgency operations occurred in the immediate aftermath of the 

December election, but the ongoing operations 

sufficed to keep order in the province, and a certain euphoria could be noticed among the population as well as the U.S. and Coalition fighting 

forces. In the Hadithah area, 3d Battalion, 1st Marines ran some sweeps through suspected cache 

sites in Operation Red Bull (20–31 December). A 

similar operation, Operation Green Trident (23– 

31 December), saw 1st Reconnaissance Battalion 

sweeping around the Coalition logistics base area 

Dogwood and uncovering numerous caches. Outside Ramadi, 1st Battalion, 172d Armor cleared 

Tammin and Jazirah on the eastern and northern 

outskirts as a disruption effort in Operation Bulldog (28–31 December) but in this case fought four 

engagements, taking 17 detainees and had two attacks each by indirect fire and explosive devices. 

Clearly, Ramadi remained dangerous.170 

The final tally for the long-term umbrella Operation Sayaid reported by II MEF summarized the 

results of the 3,840 actions it encompassed during 

the second half of 2005, reflecting the vastness of 

western al-Anbar Province inself as well as the absence of control over it. 

At the same time that II MEF’s staff reported 

these accomplishments, it began to adjust to reductions in its forces in the aftermath of the elections and the focus of effort that Ramadi and Fallujah had attracted from the Multinational CorpsIraq. 

The pending rotation of the Army’s 2d Battalion, 112th Infantry in December left al-Taqaddum without a local security infantry unit, and the 

Army offered no replacement for it. The same applied to the 3d Battalion, 504th Parachute Infantry, which had served in the 2d Marine Division 

only as part of the Operation Sayaid reinforcements received with the return of area Saber in 

October. The II MEF planners began to study base 

consolidation as a way to continuing operations 

with fewer units, although the Iraqi Army forces at 

year’s end began to approach what the campaign 

plan had envisioned as the minimum requirement 

for success. In the end, the Army made available 

for al-Taqaddum the Illinois National Guard 2d 

Battalion, 130th Infantry, one of many units the 

Army began to extend to meet increasing manpower needs. The future was clear for succeeding Marine Corps deployments: more and more of 

these security unit assignments would come from 

Marine Corps commands.172 

One reduction in II MEF responsibilities came 

with the decision by the Multinational Corps commander to realign the provinces of Karabala, Najaf, and northern Babil Province under the Multinational Division-Baghdad, commencing with the 

relief of the 155th Brigade and the transfer of its 

authority to the incoming 2d Brigade, 4th Infantry 

Division on 5 January 2006. Henceforth, the Marine Corps contingent took exclusive responsibility in Iraq for al-Anbar Province. 

The expiration of the period that 13th MEU 

had been assigned to Iraq by General Abizaid’s 

Central Command drew closer, but the incoming 

22d MEU had been made available for employment in al-Anbar Province in time for a relief by 

like units in AO Fairbanks. The decision by General Abizaid to permit the 13th MEU to remain 

ashore in Hit through mid-February allowed for 

its relief to be incorporated into the rotation of 

the entire II MEF in 2006. Accordingly, Colonel 

Kenneth F. McKenzie reported with his 22d MEU 

to 2d Marine Division on 17 December and relieved 13th MEU on 27 December. Only two more 

months remained for the II MEF campaign at this 

point. Since late 2003, 470 Marines had been killed 

in action and 4,823 wounded in action in Iraq.173 

108
 
Chapter 11: 

Redeployment and 

Relief 

Although the previously held illusions of success in 2004 after the Second Battle of Fallujah 

and January 2005 elections had faded for the Marines of II MEF, indications suggested again in 

early 2006 that the insurgency had passed its apogee and that self-government and security for Iraq 

would be obtained in the near future. The culmination of these forces most likely would occur 

in the next year’s rotation of U.S. forces, and the 

incoming I MEF forces might just become the last 

vestige of Multinational Forces-West in Iraq.174 

In addition to the December 2005 national 

election and the noteworthy Sunni participation 

that took place, Marines and soldiers also took 

heart in the long-awaited arrival of new Iraqi military and security forces in al-Anbar Province. The 

Iraqi divisions and brigades even began to take 

over forward operating bases previously manned 

by U.S. forces and emboldened thoughts that the 

they would replace American forces in their roles 

and tasks as well. Although fielding an effective 

police force remained a difficult objective, planners sought to produce a new police force in 

the same manner that an effective national Army 

seemed to be taking form. 

II MEF Assesses the Near Term Missions 

Major General Johnson and his staff presented his assessment to the incoming Multinational 

Corps-Iraq commander, Lieutenant General Peter 

W. Chiarelli, and his V Corps staff in January. Although Marines and soldiers had registered success in 2005, al-Anbar Province remained a dangerous place with a local active Sunni insurgency 

as well as sharing the nationwide insurgency. A 

persistent and permanent presence of Coalition 

troops continued as a requirement for future success. Only with such a sound military presence 

could the development of the Iraqi Army and 

Iraqi police forces be undertaken. After fielding 

the Iraqi military and police units required Coalition force partners as backups and for further 

training to make them effective forces. 

Operating in tandem, Coalition and Iraqi forces needed both experience and numbers to carry 

the fight to the enemy and deny it sanctuary and 

freedom of movement. Only when augmented by 

sufficient and capable Iraqi forces would the Coalition begin to provide for the local interaction 

of the civilian population. Thus, no reductions in 

force levels for the foreseeable future would be 

considered. Rather, the existing Coalition forces 

had to maintain their presence and to exploit the 

successes claimed for Operation Sayaid. 

The enemy situation by year’s end indicated 

that a change of the Sunni resistance in the province might be occurring. The insurgency formed 

part of the larger and complex Sunni-based threat 

across Iraq. It continued to demonstrate resiliency 

with the ability to re-arm and re-constitute forces and to fund itself. Filling the power vacuum 

left by the removal of Saddam Hussein, five major groupings of Sunni insurgents continued to 

operate, estimated in proportions as Sunni religious extremists (30%), former regime elements 

(10%), emerging elites (7%), and tribes and criminals (50%). 

The oft-touted foreign fighter element in the 

overall insurgency posed less of an immediate 

problem. In all of 2005, forces under II MEF had 

detained 9,695 Iraqis as suspected insurrectionists, some 40 percent of those captured nationally, compared to only 141 third country nationals detained or killed, amounting to 30 percent of 

those taken across Iraq. 

Marines and soldiers at the forward operating 

bases had reported incidents of combat between 

competing insurgent groups during the year. Analysts determined that the second half of 2005 

had seen a widening schism developing. Extremists and moderate Iraqi groups pursued divergent 

agendas, mainly over the alternatives of participating in the Iraq political process or in continuing to wage war. The Sunni who had previously 

rejected the political alternative began perceptibly 

to see political participation as a means to counter 

the growing Shi’a threat they perceived and to restore Sunni power and influence in what seemed 

now an emerging, democratic Iraqi state. 

If the Coalition forces could demonstrate the 

power to restore at last the damaged infrastructure and to provide local security for the population, U.S. analysts foresaw a possible weaning 

of the Iraqi insurgents from violence and redirectiong them into supporting the political processes. 

The reconstruction effort in al-Anbar Province drew from a fiscal pooling of $202.5 mil109
 
 

lion from the Iraq relief and Reconstruction Relief 

Fund, $65.5 million of the Development Fund for 

Iraq and $92.3 million of the Commander’s Emergency Response Program. The first two programs 

supported 239 projects in al-Anbar Province, all 

but 10 under contract by 10 January 2006. Those 

projects completed by then amounted to the following: 

Amount ($million) Project 

33 (25%) electrical substations and distribution 

39 (30%) potable water; wastewater systems 

26 (20%) healthcare and education facilities 

28 (20%) police and fire stations; Army and border 

enforcement 

8 (5%) roads and bridges 

The Commander’s Emergency Response Program added local projects reported in separate 

categories: 

Water and Sanitation $26.1 million 

Telecommunication $11.4 million 

Education $9.2 million 

Healthcare $5.8 million 

Others $39.8 million 

During the same year, the fielding of Iraqi security forces to al-Anbar Province had improved 

markedly: 

Nov 04 No effective forces 

Mar 05 2,829 Personnel 

Jan 06 19,000 Personnel 

Mar 06 

Projected: 21,000 Personnel 

2 Division headquarters 

7 Army brigades (21 Battalions) 

2 Special Police battalions 

7 Border Defense Force battalions 

1,700 Fallujah Police 

The missing link at this juncture was the police forces required for the Euphrates River valley 

west of Fallujah.175 

The “Year of the Police” in al-Anbar 

Province, 2006 

The Marine Corps commanders and their 

planners saw the solution of the problem of establishing a police force, based on the model 

used in Fallujah. Beginning in al-Qaim and working through the Hadithah-Hit corridor, assessment 

teams engaged the local leadership to determine 

their level of support, calculating numbers of former police officers, equipment and infrastructure 

remaining and required for each town and village. The teams included engineers able to assess station suitability and actually begin drafting 

the renovation projects. After finishing their surveys, the teams returned to al-Qaim and began 

screening candidates for the police academy. Police transition teams then took over and sustained 

the process. 

The fielding of an effective police force in alAnbar Province was the priority task for the Multinational Force-West during 2006: the goal was to 

transition from Coalition and Iraqi security forces 

to civilian police. The plan for reconstruction of 

the police sought to establish nine Iraqi police 

districts deploying 11,330 policemen in the province, with the main concentrations at these locatins: 

al-Qa’im and Hussayba 2,000 

Hadithah 800 

Hit 900 

Ramadi 4,000 

Fallujah 1,700 

(other districts were ar-Rutbah, Rawah, Anah, and Habbaniyah) 

The “Fallujah Model” consisted of screening and vetting the candidates and training them 

at the Baghdad or Joint Iraqi Police Center. After their training and equipping, the police units 

would deploy with advisors, local military assistance, and with a system of mentoring and partnering with experienced police officers including 

transition teams from Coalition nations. Ongoing 

assessment and retraining remained the last crucial parts of the model. 

The establishment of local police would signal the ability of Iraqi security forces to at last 

take the lead in providing local security, freeing 

U.S. and Coalition forces for purely military operations to support the pacification of the province.176 

Combat Operations Continue with the 


Rotation of Forces
 

Operations in al-Anbar Province in the first 

two months of 2006, leading up to the relief of II 

MEF by the incoming I MEF forces, fell under Operation Patriot Shield II (2 January–4 April 2006). 

Because of the almost continuous rotation of battalions and squadrons during the period, no ma110
 
jor operations occurred in January and February. 

The operational objective remained to disrupt, to 

neutralize, and to interdict insurgent operations 

in every area of operations while the reliefs took 

place. 

In a single month, therefore, the division’s 

units conducted the following operations: 

Jan 2006 Operation Unit 

4–8 Morgan 4/14th Cavalry 

4–14 Bullshark 3d Battalion, 1st Marines; Dam Security Unit 

6–10 Hedgehog 1st Battalion, 2d Marines 

9–25 Sky Train 1/506th Infantry 

14–25 Red Bull II 3d Battalion, 1st Marines 

15–26 Koa Canyon 1st Battalion, 2nd Marines 

16–25 Cache Sweeps 2d Battalion, 2d Marines 

18–25 Western Shield 1st LAR Battalion 

22–29 Lakota Sunrise 1st Reconnaissance Battalion 

23–24 Arabian 4/14th Cavalry 

A few examples must suffice of the many 

reported in the period. Operation Red Bull II 

teamed 3d Battalion, 1st Marines with the Iraqi 2d 

Battalion, 2d Brigade in counterinsurgency operations aimed at three towns downstream from the 

Hadithah Dam. Beginning on 14 January, companies and sniper teams moved into assigned 

zones and then commenced clearing operations 

simultaneously in four zones. Company K cleared 

South Dam Village, while Companies I and L and 

the Mobile Assault Company cleared Senjick, 

Khaffayrah and the nearby train station. The last 

phase, ending on 25 January, saw companies L 

and I clearing each side of the river up to the AO 

Fairbanks boundary with 22d MEU. The operation netted only one detainee but uncovered 31 

caches and two explosive devices. 

At nearly the same time, Colonel McKenzie’s 

22d MEU launched 1st Battalion, 2d Marines in 

Operation Koa Canyon (15–26 January), a combined sweep on both sides of the Euphrates with 

the Iraqi 1st Battalion, 2d Brigade moving north 

to south from Jubbah to the Hit operating base. 

The operation resulted in 20 detainees and the 

discovery of three explosive devices while uncovering 44 caches of weapons and ordnance. 

Far to the west, the 1st LAR Battalion conducted a novel isolation action on ar-Rutbah in 

Operation western Shield (16–25 January). After 

establishing three traffic control points and battle positions, Lieutenant Colonel Robert R. Kosid’s Marines brought in three teams of four bulldozers each and progressively excavated a berm 

surrounding the town, thus preventing any traffic from entering or departing except through the 

control points. This effort considerably reduced 

the city’s value as a logistical haven for insurgents. 

North of Fallujah, 1st Reconnaissance Battalion inserted teams by helicopter to scout suspected insurgent locations and to disrupt activities 

during the changeover of an infantry battalion in 

the city. Dubbed Operation Lakota Sunrise (22-29 

January), the effort sent teams ranging widely in 

a cordon and search southward from the shore of 

Lake Thar Thar and also in interdiction operations 

along an east-west corridor some 20 kilometers 

north of the city.177 

The relief of II MEF by I MEF in early 2006 

demonstrated once again the value of replacing 

like organizations as well as indicating some new 

aspects of the deployment effort in the continuing campaign for al-Anbar Province. Although relieved of its operational responsibility for an-Najaf 

and Karbala Provinces upon the departure of the 

155th Brigade, Major General Johnson negotiated with the Army commands for specific replacements for the 22d MEU, 1st Battalion, 506th Parachute Infantry at Ramadi, and Task Force Phantom. Although not successful in replacing the last, 

a highly specialized unit, he did receive assurance 

by 20 January that the 1st Battalion, 36th Infantry 

would replace the 22d MEU in AO Fairbanks and 

that the airborne battalion would not depart its 

current Ramadi assignment.178 

The combat power fielded by II MEF, with 

the departure of the 155th Brigade, now became 

the following for 2006, intermittently swelling by 

the addition of a Marine Expeditionary Unit (see 

table 11-1 page 114) 

The relief of the 2d Battalion, 69th Armor by 

the 1st Battalion, 506th Parachute Infantry in the 

2d Brigade, 28th Infantry Division at Ramadi officially began the 2006 transfer of authority effort, 

and the first Marine Corps organizations to participate in the process executed their transfers on 

23 January 2006, when the 2d Battalion, 7th Marines turned over its sector in Fallujah to the 3d 

Battalion, 5th Marines newly arrived on its third 

rotation to Iraq. 

In contrast to previous turnovers of Marine 

Corps forces in Iraq, the transfer of authority between II and I MEF lasted over three instead of 

two months. The last unit of the 2d Marine Di111
 
 

Table 11-1: II MEF Combat Power, January 2006179 

Combat Power (Air) 

AH-1W AV-8B CH-46E CH-53E EA-6B FA-18A+ 

25/19 10/6 35/33 16/14 5/4 11/10 

76% 60% 94% 88% 80% 91% 

KC-130 RQ-2B UC-35b UH-1N 

6/5 8/7 1/1 11/9 

83% 88% 100% 82% 

Combat Power (Air) (22d MEU) 

AH-1W UN-1H CH-46E CH-53E AV-8B 

4/2 2/2 12/11 4/4 6/5 

50% 100% 92% 100% 83% 

Combat Power (Ground) (USMC) 

Tank Combat LAV FOV AAV FOV Howitzer M198 HMMWV Hardback UAH M1114 

33/27 75/73 94/92 12/12 313/293 709/661 

82% 97% 98% 100% 94% 93% 

Combat Power (Ground) (2d Brigade) 

M1A1/A2 M2/M3 TRK Mortar Howitzer M109A6 Scout HMMWV Armored UAH M114 

43/43 50/45 16/16 8/8 177/170 279/270 

100% 90% 100% 100% 100% 100% 

Combat Power (Ground) (22d MEU) 

Tank combat LAV FOV AAV FOV Howitzer M109A6 HMMWV Hardback 

4/3 5/4 15/14 6/4 18/16 

75% 80% 93% 67% 89% 

vision departed Iraq in mid-April: Company A, support units, and both his wing staff and that 

2d Assault Amphibian Battalion. In particular, the of Marine Aircraft Group 16, which had relieved 

aircraft squadrons arrived and departed with little Marine Aircraft Group 26 on 7 February, operor no overlap, and the gaps in the Marine Corps ated at half-strength until more personnel arrived 

air order of battle perhaps reflected the global from the United States. Effectively, this measure 

demands upon the aviation arm. When Colo- guarded against a perceived personnel manning 

nel Jonathan G. Miclot relieved Brigadier Gen- trend of major rotations occurring increasingly 

eral Milstead as aviation component commander early in the calendar year. All of Colonel Miclot’s 

on 8 February 2006 at al-Asad Air Base, his 3d aircraft squadrons, however, continued en route 

Marine Aircraft Wing (Forward) only had ground to the theater of operations, and squadrons of the 

Table 11-2: Ground Combat Turnover January–April 2006 

Initial Deployment Replacement Unit Base Transfer of Authority 

2-69th Armor 1-506th Inf Ramadi 4 Jan 

2d Bn, 7th Mar 3d Bn, 5th Mar Fallujah 23 Jan 

2d Bn, 2d Mar 1st Bn, 1st Mar Fallujah 5 Feb 

22d MEU 1-36th Inf Fairbanks 14 Feb 

RCT-2 RCT-7 Denver 16 Feb 

RCT-8 RCT-5 Topeka 21 Feb 

3d Bn, 6th Mar 1st Bn, 7th Mar Denver 16 Mar 

1st LAR (-) 3d LAR (-) Denver 21 Mar 

3d Bn, 7th Mar 3d Bn, 8th Mar Topeka 25 Mar 

3d Bn, 1st Mar 3d Bn, 3d Mar Denver 26 Mar

 2nd Bn, 6th Mar 1st Bn, 25th Mar* Fallujah 7 Apr 

1st Recon Bn 2d Recon Bn Fallujah 11 Apr 

* Of the Marine Corps Reserve infantry battalions, the 1st Bn, 25th Mar became the first to deploy for a second 

tour in Iraq, March 2006. 

112 
Table 11-3:Aviation Turnover January-April 2006 

Departing II MEF Incoming I MEF Base Present at MEF transfer 28 Feb 

VMFA-332 VMFA-533 al-Asad VMFA-533 

HMM-266 2d Bn, 224th Avn (ANG) al-Asad — 

VMGR-252(-) VMGR-352 al-Asad VMGR-252/352

 HMLA-167 HMLA-269 al-Asad — 

HMM-161 HMM-268 TQ — 

VMA-223 VMA-513 al-Asad VMA-223 

VMU-1 VMU-2 Taqaddum VMU-1 

HMH-466 HMH-361 al-Asad HMH-466 

HMM-774 HMH-463 al-Asad HMM-774 

HMLA-369 HMLA-169 Taqaddum HMLA-369 

Table 11-4: Casualties Reported by II MEF During 2005–2006184 

Killed Wounded Non-battle death Non-battle injuries 

Marine Corps/Navy 175 1568 13 150 

Army 73 507 8 46 

Iraqi Forces 72 315 2 13 

Total 320 2390 23 209 

2d Wing’s order of battle maintained the required 

functions. Such flexibility remained characteristic of Marine Corps aviation, but there was more 

variation: two of the usual three medium helicopter squadrons in the Marine aviation order of 

battle were replaced in this period by a heavy 

helicopter squadron of CH-53D helicopters and 

a Virginia Air National Guard helicopter battalion 

that operated the UH-60 series Blackhawk helicopters. 

This turnover also maintained an element of 

continuing Army ground reinforcement in the 

province, but it could only be a temporary one 

until the Army spring rotations were completed. 

The Army, equally strained as the Marine Corps, 

could not leave all its units in Iraq—most would 

have to rotate to the United States following their 

normal rotation schedule. The Army units in areas of operations Saber and Fairbanks under RCT2 continued to operate until their rotation dates 

to the United States, extended in some instances, 

but in the end I MEF would find itself only with 

the Army brigade at Ramadi as in its original campaign in al-Anbar Province. 

The last turnover of major subordinate commands under the two Marine expeditionary forces came on 14 February when Colonel David M. 

Richtsmeier’s 1st Marine Logistics Group (Forward) relieved Brigadier General Wissler and his 

2d Group at Taqaddum. No changeover between 

divisions occurred because the 2d Marine Division headquarters departed Iraq during February, 

and the 1st Marine Division headquarters did not 

deploy to Iraq with I MEF. Major General Huck 

took command of II MEF and the Multinational 

Force-West on 31 January.180 

This unusual departure from standard Marine 

Corps organization and doctrine began with the 

consolidation of the 2d Marine Division and II 

MEF staffs and operations centers at Camp Fallujah on 31 January 2006. The measure had its 

origins in 2004, when Major General Mattis assumed responsibility from the 82d Airborne Division and noted how that division handled the 

ground command and control requirements— 

specifically, the Army’s method was to detail a 

commanding general and two deputy commanders for maneuver and support. He also sensed 

that the physical division of Marine Corps headquarters staffs between Camp Fallujah and Camp 

Blue Diamond might not be efficient. “This was a 

ground intensive campaign, with no deep battle 

and only limited aviation play, apart from the persistent interest of USAF commands in the use of 

USMC aviation. On the other hand, the support 

function remained as intensive as any corps level 

operation. It made little sense to have layers of 

command and we could make economies.” Major General Mattis approached the Commandant, 

General Hagee, with his ideas, and the concept 

lay fallow until the following year. During his visit 

of April 2005, the Commandant asked Major Gen113
 
 

 

eral Johnson to study such manpower savings between the two staffs. After planning discussions 

with Major General Huck and staff lasting two 

months, Major General Johnson assured General 

Hagee that they could consolidate the staffs early 

enough such that I MEF would be able to duplicate the structure upon arrival. The restructuring 

of the II MEF command element provided a single staff capable of functioning both in the MEF 

role of Multinational Force-West and in directing 

the ground war as had the staff of the Marine division.181 

The resulting organization essentially charged 

the II MEF “current operations” staff section with 

performing the daily ground operations coordination among the remaining ground combat elements, two regiments and an Army brigade combat team. The commanding general of the MEF 

received two deputy commanders, one for operations and the other for logistics. These actions 

reorganized the MEF command element structure 

and functioning more toward that of an Army 

ground corps headquarters. The resulting economies in manpower and materiel could be realized 

in this instance only because of the much less demanding air-ground coordination and the fixed 

set of military requirements in the current counterinsurgency campaign. In the end, the incoming 

I MEF command headquarters exercised control 

over three regimental-sized ground combat elements, an aircraft wing, and a logistics group. 

Accordingly, when I Marine Expeditionary 

Force (Forward) reported for operations in Iraq, 

at its head stood neither Lieutenant General Sattler nor his deputy I MEF commander but instead 

Major General Richard C. Zilmer, commanding 

general of the forward command element, assisted by Deputy Commanding General for Operations, Brigadier General Robert B. Neller, and 

Deputy Commanding General for Support, Brigadier General David G. Reist, the commanding 

general, 1st Marine Logistics Group.182 

Major General Huck relinquished his responsibilities to Major General Zilmer as Commanding 

General, Multinational Force-West, on 28 February 2006. The first campaign of II MEF in Iraq had 

come to its conclusion. 

Major General Johnson shared his thoughts 

on his command’s accomplishments during a 6 

January 2006 video briefing he conducted from 

his headquarters for a Pentagon press conference 

in Washington DC [see sidebar below].183 

As the first units of II MEF began to redeploy 

to their home bases at the end of January, the 

final tally of operations showed that its Marines 

sailors and soldiers had conducted 9,476 direct 

actions consisting of the following: (1) discovering and destroying 2,141 improvised explosive 

devices; (2) destroying 1,950 arms caches; (3) taking 4,607 offensive actions of various types; (4) 

firing 638 counter-battery fire missions; and (5) 

conducting 140 formal operations. These actions 

killed 1,702 and wounded 405 insurgents, and detained 10,578 suspected insurgents. 

The human cost to friendly forces was heavy. 

During this initial campaign in Iraq of the II MEF, 

its assigned Coalition forces sustained some 2,942 

casualties. 

At the time of the transfer of authority between Major Generals Huck and Zilmer on 28 

Briefing by Major General Stephen T. Johnson
 

Commanding General, Multinational Force-West and
 

II Marine Expeditionary Force (Forward) 6 January 2006
 

I believe 2006 is going to be another decisive year for Iraq and for her people. They’ll begin 

to see the benefits of the recent election and the increased capability and strength of their developing security forces. Since I last briefed you, the Iraqis of al-Anbar have stepped forward and 

exercised their right to vote in unprecedented numbers. al-Anbar saw more than 250,000 Sunnis 

vote in the October referendum and approximately 370,000 in the December election. The people 

have shown their resolve by participating in a new and unfamiliar process, but one that offers 

hope for the citizens of Iraq. 

If you look back over the past year at al-Anbar Province, the growth of the Iraqi Army in size, 

capability and professionalism has been quite remarkable. Last April, there were two Iraqi Army 

114
 
 

 

 

 

brigades in al-Anbar Province. Today, partnered with Multinational Force-West units, we have two 

divisions of the Iraqi Army that comprise nearly 20,000 soldiers. Currently three brigades have the 

lead in counterinsurgency operations in their own area, and across the region, Iraqi Army battalions are bearing an increasingly larger share of the counterinsurgency fight. Along the entire border with Saudi Arabia, Jordan and Syria, construction is complete on all but a few of the forts, and 

the soldiers of the Iraqi border forces are patrolling and providing security. 

In the coming year in al-Anbar Province, I think you’re going to see continued progress in 

four key areas. First, that of presence. After the recent and successful operations along the western Euphrates River Valley, a persistent presence has been established at key points with Coalition 

forces and increasingly capable Iraqi Army forces. This presence is providing the conditions under 

which Iraqi police will be introduced and assist the local governments in assuming a greater role 

in providing services to their people. 

Secondly, Coalition force partnering with the Iraqi security forces will be key. Coalition partnership with Iraqi security forces for training of operations is key to their continued growth. 

Through this partnership, Iraqi security forces and readiness will grow, security conditions will 

improve, and opportunities for good governance, reconstruction and economic development will 

appear. 

Third, police. The reestablishment of Iraqi police in Fallujah has been a success story. With 

1,200 trained police on the streets supported by limited numbers of Iraqi Army and Coalition forces, Fallujans were able to vote safely and in large numbers in the recent election and the referendum. With 350 locally recruited police in training and 160 more in training, the force will soon 

reach its authorized strength of 1,700. 

In other parts of the province, an assessment of conditions conducive to the introduction of 

police in towns and cities is under way. Police stations are being identified for repair. The local 

police chief has been nominated in the al-Qaim region, and Iraqis are screening and recruiting 

potential policemen. The reintroduction of a professional police force in al-Anbar will provide local leaders with security and stability that they need to take care of their own. These police will 

start to be introduced over the coming months in conjunction with the completion of their training. And finally, the political process. As a result of the recent elections and increased persistence 

conditions are favorable for change and for providing Iraqis with an opportunity to take advantage 

of the choices that are before them. 

We are hearing an increasingly larger number of moderate voices. We want to give the political opportunities, political process a chance. The people want an inclusive government that provides an alternative to the violence like we saw yesterday in Ramadi and to sectarian divisiveness. 

They want to focus on the needs of their community: schools, hospitals, jobs and their families. 

We’re continuing to see a Sunni insurgency in al-Anbar Province, and I think we will continue 

to see it manifested until the political process has time to develop. The people have gone to the 

pollings and voted. They’ve elected officials. Those officials will be seated and that process will 

allow people to see that they have the opportunity for success, that they have the opportunity to 

be heard, and that there are alternatives to violence. 

The detainees that we take in this province are primarily local. They are people who live in 

the towns in the Euphrates River Valley. When we fight them, we fight them locally. That’s where 

they live, and that’s where they come from. The vast majority is local. And while there is an element of foreign fighters who influence or who try to influence the local insurgency, it’s a very, 

very small part of the insurgency. 

Ramadi is not in flames. There are key places where there are more insurgents than are others, and we, along with our Iraqi security force partners, are going after them. But I do not see 

that Ramadi has become a place where they are focusing a lot more effort. I think, again, it is local people, local insurgents, primarily, who are causing the difficulties in key places, not the entire town of Ramadi. 

115
 
As far as turning it over [to Iraqi forces], our forces are still partnered with those Iraqi security 

forces. We still provide support — logistics support, communication support and so forth, and we 

still work very closely with them. But they’re taking the lead in planning in a number of areas. 

Also, where and when those forces take over is a function of how long they have been together, 

how long their training is — or how long have they been functioning together. Some have only 

come out of training since September, those in the western Euphrates primarily, and those to the 

east are a little more mature. One size doesn’t fit all with the Iraqi security forces. Some will mature 

more quickly, and others will take longer. I suspect within the next — probably in the next four to 

six months you’re going to see a number of forces who will be able to take an increasing role in 

the lead or increasing lead here in this area, down here in the Fallujah-Ramadi area, and it’ll take 

a little longer for those that are newer out in the Euphrates River Valley to assume a greater role 

in their area. But I think in 2006 you will see a continuation and a continuing to mature of these 

forces throughout the battlespace. 

February, the combat losses to the I and II MEF tember, 2003 now totaled 5,541 (500 killed in acin Iraq since the first departure of forces in Sep- tion and 5,041 wounded in action).185 

116
 
Chapter 12: 

Continuous Operations 

Although no large urban battle occurred in 

the II MEF campaign in Iraq, the myriad tasks 

confronting its soldiers, sailors and Marines differed little from the previous year’s effort. The 

immediate military tasks included the continuous 

requirements for military checkpoints, patrols, 

police patrols, road sweeps, offensive missions, 

raids, cordons, and searches. The force protection requirements were equally large, and the additional penetration by 2d Marine Division units 

into the towns and villages surrounding the major 

cities and in the western Euphrates River valley 

multiplied greatly the number of camps, forward 

operating bases, and camps requiring garrisons 

and guards. 

These continuous missions required everyone to perform typical infantry roles and tasks 

regardless of the type of unit or its members’ Military Occupational Specialties (MOSs). Units past 

and present were expected to provide their own 

security; the degree to which most organizations 

undertook counterinsurgency operations exceeded past requirements, however, thus affecting the 

ability of units to provide force protection. Everybody had his or her duty manning guard posts 

and check points, mounting convoy security, and 

conducting all kinds of surveillance. Proper force 

protection in populated areas, however, required 

more than sentry duty; it also required frequent 

sweeps well outside the perimeter; local counterinsurgency measures; and serving in quick reaction forces designated for responses both inside 

and outside the camps. Marines and soldiers of 

all MOSs found themselves conducting offensive 

missions such as raids and neighborhood sweeps. 

Because of the shortage of women in the combat units who could be used to search female 

civilians, suspects, and detainees, most female 

Marines, sailors, and soldiers in the force found 

themselves searching such females. 

In addition, the Marine Corps employed many 

units in the Iraq campaign in “provisional” roles, 

i.e., performing missions they were not trained 

or meant to perform. Combat engineer, amphibious assault, and artillery units were often used as 

provisional infantry units in the Marine Corps and 

other services. The Iraq campaign saw the fielding 

of provisional units in an increasingly widespread 

fashion. The initial employment of the entire 3d 

Battalion, 11th Marines—an artillery battalion—as 

a provisional military police battalion in 2004 set 

the mark for using artillery units in other roles, 

such as provisional military police units. What 

followed were widespread use of artillery units 

as well as headquarters and line companies from 

4th Tank and 4th Assault Amphibian Battalions as 

provisional military police units. Provisional small 

boat detachments for Haditha Dam security came 

from assault amphibian, reconnaissance, light armored reconnaissance units, and an infantry regiment headquarters. In the Marine aircraft wings, 

the 2d and 4th Light Antiaircraft Defense Battalions were employed as provisional infantry battalions defending al-Asad Air Base. Antitank platoons, not needed as such, were used as convoy 

escorts and mobile reaction forces. The scarcity 

of civil affairs units and graves registration or personnel remains platoons caused the formation of 

provisional units to perform these tasks as well, 

drawing from various organizations of the Marine 

Corps Reserve. 

Civil Affairs in the II MEF Campaign 

One of the most predictable aspects in the 

Marine Corps campaign in Iraq remained the continuing scarcity of civil affairs organizations available for employment. The Marine Corps had only 

two Civil Affairs Groups, both comprised of the 

Selected Marine Corps Reservists: 3d Civil Affairs 

Group based at Camp Pendleton, CA and 4th Civil Affairs Group based at Anacostia, Washington, 

DC. As the campaign in Iraq entered its third year, 

the tempo and duration of operations made clear 

that the 3d and 4th Groups would deploy to Iraq 

every seven months. Accordingly, the Commandant approved establishing two provisional Civil 

Affairs Groups to provide operational and personnel relief for the two existing groups. These 

two units were designated the 5th and 6th Civil 

Affairs Groups (Provisional). On 4 January 2005, 

the Marine Corps activated the 5th Civil Affairs 

Group (Provisional), using cadre drawn primarily 

from the 4th Combat Engineer Battalion, 4th Marine Division and deployed it to Iraq from March 

to September 2005 with the initial II MEF contingent. 

Planning continued to prepare and to activate 

the 6th Civil Affairs Group (Provisional) to provide civil affairs support for the second increment 

of the II MEF in Iraq slated for deployment in 

117
 
September. The 6th Civil Affairs Group was activated on 1 June 2005, less than a month after it 

had been established, using cadre drawn principally from the 4th Maintenance Battalion. 

In each case, the challenge remained to identify over one hundred ninety Marines and sailors 

from Marine Corps Reserve Forces to comprise a 

complete group and to qualify most of them in 

the civil affairs military occupational specialties 

required for officers and noncommissioned officers. For instance, only the commanding officer 

and fourteen Marines joined the 6th Civil Affairs 

Group with civil affairs qualifications, and the remainder of the unit’s members had to qualify for 

civil affairs. This civil affairs training greatly complicated existing requirements to complete other 

required combat skills training they would need 

for deployment to Iraq. 

Civil affairs training began using mobile training teams formed by the 3d and 4th Groups after 

their return from Iraq. As a result of their experiences, the training teams brought not only “book” 

training to the provisional Civil Affairs Groups, 

they also brought recent experience and “lessons 

learned” from their tours of duty in Iraq. The 

training covered a full range of civil affairs topics: 

roles and missions units; civil military operations; 

the Iraqi Transitional Government; and interactions with U.S. government agencies, nongovernmental organizations, and the media. Additional 

training focused on the law of war, information 

operations, psychological operations, human exploitation teams, interpreters, negotiations, and 

mediations. In addition to the classroom training, 

the Marines of the provisional groups participated 

in practical exercises such as how to hold town 

meetings and to manage crowds while conducting patrols. The civil affairs training conducted by 

the 3d and 4th Civil Affairs Group teams, combined with the mandatory completion of the U.S. 

Army correspondence course and three months 

“on the job training,” finished the necessary qualification of the provisional groups. 

Each civil affairs group organized personnel 

into a headquarters detachment and four civil affairs detachments. Detachment 1 comprised the 

government support team and the Marines who 

would man the civil-military operations center colocated with the II MEF operations center in Fallujah. Detachments 2, 3, and 4 would support the 

ground combat elements in the field. Each detachment comprised five civil affairs teams with 

six to seven Marines in a team. 

The 5th Civil Affairs Group deployed to Iraq 

with II MEF and relieved the 4th Civil Affairs 

Group at Fallujah on 10 March 2005. It immediately began to work with the Temporary Fallujah 

City Council, established a temporary civil-military operations center in al-Karmah, and began 

to facilitate completion of key projects, such as 

reopening the Ramadi Glass Factory. In western 

al-Anbar Province, teams worked with RCT-2 to 

support operations. During June, the Group was 

reassigned to the 2d Marine Division because it 

contained most of the key civil affairs functions. 

The 5th Civil Affairs Group formed the Provincial Reconstruction Development Committee, and 

a new provincial civil-military operations center 

opened at Ar Ramadi. On 21 September, the 6th 

Civil Affairs Group took over the civil affairs functions and continued the mission, with increasing 

attention to the pending constitutional and national elections 

The 6th Civil Affairs Group continued to 

maintain its Headquarters Detachment with the 

2d Marine Division headquarters at Camp Blue 

Diamond. A civil affairs “cell” of 10 Marines from 

the Group served in the G-5 (Plans) staff section 

of the II MEF command group at Camp Fallujah, where Detachment 1 operated the government support team and civil-military operations 

center at al-Fallujah and the second (provincial) 

center at ar-Ramadi in the governor’s complex. 

Detachment 2 supported the Army brigade in Ramadi. Detachment 3 supported RCT-2 operations 

in the western al-Anbar Province. Detachment 4 

remained at Camp Fallujah to support RCT-8 in 

area of operations (AO) Raleigh. Between September and December 2005, three events influenced the 6th Civil Affairs Group’s operations and 

civil affairs operations: Operation Sayaid; the constitutional referendum on 15 October 2005; and 

the election of the permanent Iraqi National Assembly on 15 December 2005.186 

The civil affairs groups provided military support for the provincial and local governments 

critical to the success of the Coalition throughout al-Anbar Province. Before 2005 the provincial government of al-Anbar Province and the city 

councils of most major cities in the province remained mostly ineffective. Insurgents continued 

to intimidate and infiltrate these bodies. Al-Fallujah remained the sole major exception, where the 

118
 
insurgents had been removed, and the citizens 

were attempting to begin self-governance. During 

2005 the 2d Marine Division strove to remove the 

insurgents from all the major cities: ar-Ramadi, 

Habbaniyah, al-Qaim, and Rutbah. In the process 

several smaller towns became safer. Immediately 

after each city or town was cleared of insurgents 

the civil affairs detachments began to work with 

the leadership of the city. The civil affairs Marines talked continuouslsy with local officials to 

address their needs and to determine priorities 

for projects to improve the quality of life for civilian inhabitants. 

Headquarters Battalion, 2d Marine Division 

installed a communications network at the Provincial Civil Military Operations Center at Ramadi to support the Iraqi Transitional Government. 

This service helped facilitate a more expeditious 

flow of information to research and staff reconstruction projects for the province. The civil affairs detachment supporting RCT-8 rehabilitated 

the al-Fallujah mayor’s building. This building 

was to become the center for the ongoing efforts 

by local officials to make al-Fallujah autonomous 

and self-sufficient in governmental matters. 

A key civil affairs function in every operation in the Marine Corps campaign in Iraq aimed 

at building positive relationships and securing 

the trust of Iraqi citizens and influential local officials. This process began with by distributing 

150 billion Iraqi dinars as financial compensation for damages and loss caused by the insurgents and operations against them. The Iraqi Provincial Reconstruction Development Committee 

promoted provincial government capability and 

legitimacy as it acted to determine the allocation of Coalition projects. Two water treatment 

facilities were restored in addition to constructing five water treatment facilities for villages in 

al-Anbar Province that provided fresh water for 

over 100,000 people. The civil affairs relationship with electrical representatives brought improvements to three substations, and the installation of additional electrical transformers increasing electrical output. Using funds from the Commander’s Emergency Response Program (CERP) 

allowed the refurbishing of over 25 schools for 

use by more than 10,000 students as well as providing medical supplies, incubators, and funding 

for new medical clinics. Civil affairs Marines provided food, water, shelter, clothing, blankets, and 

medical assistance to 4,000 displaced persons in 

al-Ubaydi. In the Hit area they provided 1,200 hygiene kits, 2,000 water buckets, 1,600 kerosene 

heaters, 1,700 sweaters and 10,000 blankets and 

several thousand pounds of food items. Additionally, civil affairs personnel delivered 39 primary 

care health care kits enabling the Iraqi Ministry of 

Health to provide service to 1.5 million citizens 

of al-Anbar Province. The overall reconstruction 

efforts resulted in completing 483 projects worth 

$18.3 million with 183 projects valued at $13.3 

million in progress. 

The civil affairs effort discovered the absence 

of a functioning plan for economic development. 

Utilizing key individuals, a plan was developed 

to engage U.S. agencies to determine programs 

for economic development and what funding was 

available to move an economic plan forward. An 

engagement plan was developed to begin pursing an economic development plan in al-Fallujah. 

Al-Fallujah was chosen based on the improved 

security situation. Execution typically began with 

a simple meeting with Iraqi businessmen and 

quickly grew to include more businessmen, key 

leaders, representatives from the United States 

Agency for International Development, the Iraq 

Reconstruction Management Office, and nongovernmental organizations. Civil affairs Marines 

developed relationships to fund a micro-financing program and to develop a business center to 

promote economic growth, training, and better 

business practices. The plan injected more than 

$5.0 million in Iraq Reconstruction Management 

Office funds for micro-financing in al-Anbar Province. From this beginning in Fallujah, the same 

plan was moved to Ramadi where 6th Civil Affairs Group began developing a business center 

and a systematic micro-financing. Civil affairs actions also established an agriculture development 

plan addressing irrigation as the primary means 

to improve crop production. Utilizing primarily 

the United States Agency for International Development Office of Transitional Initiative Funds, canals were cleared of debris. 

The Regional Reconstruction Operation Center supported II MEF, the Iraqi government, the 

U.S. Embassy, and all organizations involved in 

reconstructing of Iraq by coordinating reconstruction efforts, information, logistics, and security 

between the contracting community, military, and 

Iraqi government. The reconstruction program included 531 projects in al-Anbar Province, valued 

at $440 million with 92 percent contracted and 

119
 
45 percent work-in-place by February 2006. The 

reconstruction projects restored essential services 

in several infrastructure sectors including electrical, water, wastewater, health, education, security, justice, transportation, and communication.187 

Aviation Support 

The chief aviation challenge in 2005 continued to be the excessive operation of aircraft, largely because of the continuous need for numerous 

specific mission types. The daily routine support 

of personnel and cargo movements directly supporting combat operations required strip alert aircraft constantly ready to provide casualty evacuation, medical evacuation, tactical recovery of 

aircraft and personnel, quick reaction forces, and 

both rotary-wing and fixed wing close air support 

responding to “troops in contact.” Other mainstay 

missions, usually conducted daily, included convoy escort, armed reconnaissance, intelligencesurveillance-reconnaissance over-watch of critical 

areas and routes, fixed-wing aerial refueling, and 

radio relay. 

Specialized missions included electronic surveillance and jamming missions flown by Marine 

Corps and Navy detachments of EA-6B aircraft in 

frequent rotation from bases in the United States 

to al-Asad Air Base. While technical details and 

capabilities remain classified, the efforts of the 

detachments and aircrews frequently required 14 

hours per day of coverage of priority areas such 

as Ramadi and important surface routes. 

In general, aircraft of all types under control 

of 2d Marine Aircraft Wing during the 2005–2006 

campaign operated at 2.5 times greater than acceptable usage specified in technical documentation. Few measures existed to reduce this high 

usage rate given the global commitments of Marine Corps aviation and the high priorities of almost all the missions being flown. One possible 

remedy remained the unmanned aerial vehicle 

program, the drones flown by Unmanned Aerial 

Vehicle Squadrons One and Two. Only two of 

these squadrons, each comprising three detachments, existed in the Marine Corps, however, and 

their Pioneer and Scan Eagle drones already flew 

to the maximum extent that the craft and their 

operators could sustain, exceeding 1,100 hours a 

month, using over a dozen of these devices. Ironically, more mission capabilities and new technical upgrades had been developed and introduced by operators since 2004, which increased 

the demand for the drones, now employed day 

and night.188 

Second Marine Aircraft Wing’s close air support remained highly valuable on the battlefield. 

In an action typical of the larger, multi-battalion 

operations, the week-long combat of Task Force 

3d Battalion, 2d Marines in Operation Matador 

(May 2005), numerous air strikes contributed to 

success in battle: strikes from one armed drone, 

12 helicopters, and 16 fighter-bombers damaged 

enemy forces during the action.189 

As the 2d Marine Aircraft Wing and Marine 

Aircraft Group 26 prepared to relinquish operations to the 3d Marine Aircraft Wing in 2006, the 

tabulated statistics below showed of the pace of 

aviation operations in the first II MEF campaign 

in Iraq: 

Total Sorties 56,267 

(102,797 flight hours) 

Unmanned Aerial Vehicle Sorties 1,997 

(10,847 flight hours) 

Air Traffic Control Actions 297,633 

Casualty and Medical Evacuations 4,417 

Passengers carried 164,349 

Cargo lifted 9,080 short tons 

Tactical air requests completed 12,038 

Air support requests completed 40,810 

In executing the tactical air requests, the aircraft, both fixed and rotary-wing, expended 209 

tons of ordnance, including 3,176 rockets and 614 

precision guided munitions. The Wing’s aircraft 

flew some 3,900 convoy escort missions and the 

ground support services pumped 64 million gallons of aviation fuel, while another 30 million gallons were used in aerial refueling.190 

Logistics Operations 

The unhealded science of logistics remained 

at the heart of the II MEF campaign in Iraq, however overlooked by the combat reports and publicity. The new look in task organized combat logistics regiments and battalions in the old Marine 

Corps force service support groups proved itself 

in the caldrons of the 2005 campaign. The redesignation of II MEF’s force service support group 

as the 2d Marine Logistics Group on 9 November 

signaled the culmination of this important organizational evolution. 

The activities of the Brigadier General Wissler’s 

2d Force Service Support Group, redesignated 2d 

120
 
Marine Logistics Group, at the al-Taqqadum Air 

Base centered on the overall coordination of nonaviation logistics activities in AO Atlanta, including theater responsibilities for route and convoy 

security; support to almost all Coalition forces in 

the area of operations; operations and security of 

Camp al-Taqqadum; and supervising tenant activities supporting II MEF. The principal subordinate 

units (8th Engineer Support Battalion, Combat Logistics Regiment 25 and Combat Logistics Battalions 2 and 8) all executed continuing and special 

tasks specific to their missions and assigned areas. 

These units provided the critical and continuous 

logistic support to the 2d Marine Division and all 

its attached units and partially to the Army’s 155th 

Brigade as well. Related tasks included convoy 

and route security, road sweeps and repair and 

explosive ordnance disposal support, aided in the 

last three functions by companies of the 8th Engineer Support Battalion, usually in direct support 

to the combat logistics battalions. 

Locally at Camp Taqqadum, the Marine Armor Installation Site operated throughout the year 

installing kits and new protective features on the 

wheeled tactical vehicles of the force, principally 

Humvees and seven-ton trucks. Although the rate 

of installation increased, the continued turnover 

of vehicles gave an endless aspect to this work. 

Improvement of the cargo and personnel capacity of the airfield came with the completion of the 

Joint Air Cargo Operations Terminal in late June 

2005. The consolidated passenger and air cargo 

facility improved the ability of Taqqadum to function as an air logistics hub. Because of the growing threat to ground transportation, air transportation continued to grow in priority and quantity 

through the campaign. The group engineers also 

consolidated the use of Taqqadum as a primary 

stop in the theater ground resupply system operated by the Army support system. A convoy marshalling yard entered service the same month, a 

vast graveled lot suitable for handling the new 

convoy routes also introduced in the theater. 

The theater transportation network also depended to a great extent on privately contracted 

flat-bed delivery systems, drivers, and other commercial equipment items supplied by the principal 

contractor, Kellog, Brown and Root. By December 

2005, the contracted support was so inadequate 

that 2d Marine Logistics Group had to employ organic tactical vehicles and engage in open contracting of third country national equipment and 

drivers. The demands in December grew partly 

from the national election support but also from 

the decision made by the commander, Multinational Corps-Iraq, to close the Coalition logistics 

base at Camp Dogwood, further ordering II MEF 

to effect the transfer of U.S. equipment, munitions 

and supplies to Taqqadum. On 28 December the 

last convoy departed Dogwood for Taqqadum, 

completing the movement of 599 tractor-trailers 

in the month. 

Related to all the reshuffling of storage capacity, the Group completed the enlargement of 

Taqqadum’s field ammunition storage point in 

December to a new explosive weight of 35 million pounds, adding seven new magazines. An 

equally important task performed by the Group 

came in the maintenance retrograde of worn 

equipment to the Arifjan, Kuwait rework facility 

operated by Commander, Marine Forces Central 

Command, and to the depots in the United States. 

A constant flow of generators, material-handling 

equipment, construction equipment, and combat 

systems flowed by air and ground transportation 

in and out of Iraq. 

Security at Taqqadum largely centered around 

the assigned infantry battalion provided by the 

Army: first by the 2d Battalion, 112th Infantry of 

the Texas National Guard and then by the 2d Battalion, 130th Infantry from the Illinois National 

Guard. These soldiers not only provided point 

defense of the base and related facilities but also 

mounted most of the essential security patrols in 

the surrounding areas required to stop insurgents 

capable of firing mortar shells and rockets into 

the base or firing hand-held missiles at aircraft using the base 

In the field, Colonel Robert Destafney’s Combat Logistics Regiment 25, based at Camp Fallujah, performed the general support logistics missions for the Group, essentially provisioning the 

two direct support combat logistics battalions 

supporting RCT-2 and -8 and the Army brigade 

at ar-Ramadi. The primary means for the resupply 

was by convoy in the eastern part of AO Atlanta 

and by air in western al-Anbar Province. The latter effort required a daily C-130 sortie dedicated 

to the regiment’s requirements, but occasionally 

the support of operations in the west required up 

to three daily flights as well as ground convoys 

sent as far as Camp Korean Village. 

The situation for the two direct support battalions varied drastically with the terrain and sup121
 
ported organizations. At Camp Fallujah, Lieutenant Colonel Patrick N. Kelleher directed his Combat Logistics Battalion 8 out of Camp Fallujah to 

support RCT-8 and the Army brigade at ar-Ramadi, especially its attached Marine Corps infantry battalion, with occasional missions supporting the 155th Brigade in AO Biloxi. In a typical 

month, the battalion dispatched up to 100 supply convoys, also termed ‘combat logistics patrols’ in the new vernacular, to supported units 

as well as hundreds of crane and material handling missions. The military police and explosives 

ordnance disposal platoons performed dozens of 

convoy escort, road sweep, road repair, and explosives disposal missions each week. The battalion maintenance company provided dozens of 

vehicle recovery missions and contact team visits each week, including several dozen “rapid requests” in the same interval. The battalion also 

coordinated explosive ordnance disposal for the 

region, handling responses called in on the telephone hotlines for that purpose. Because of its 

personnel composition, the battalion also provided a squad of female Marines each day for duty 

with RCT-8 entry control points and checkpoints 

to assist in screening and searching Iraqi women. Engineers of the battalion constructed several of the control and checkpoints for RCT-8 and 

provided engineer support to RCT-8, the II MEF 

headquarters group, and Iraqi security forces in 

AO Raleigh. 

In the non-urban “wild west” of al-Anbar 

Province, Colonel William S. Aitkin’s Combat Logistics Battalion 2 relied much more on aviation 

support in performing its mission as well as using three ground supply routes while supporting 

RCT-2 and its units from al-Asad Air Base. With 

Company A, 8th Engineer Support Battalion in direct support, the battalion also undertook road 

sweeps, road repair and explosives disposal tasks 

throughout AO Denver. The surface convoys, 

several dozen per month, drove to Korean Village, Hit, Hadithah and al-Qaim initially, expanding their routes as other towns came under control of RCT-2 and Iraqi forces. The initial airdrops 

began in April and became a regular adjunct to 

helicopter support to the outlying operating bases. The frequency varied according to operations, 

but the routine became three helicopter missions 

and two airdrops to al-Qaim per week with one 

additional airdrop to Camp Korean Village. The 

engineers of the battalion and attached engineer 

support company worked to expand the al-Asad 

Air Base ammunition capacity and found considerable work constructing forward operating bases, permanent bases, and platoon battle positions 

in the area as more towns and villages came under continuing presence and control of U.S. and 

Iraqi forces. 

Because of the distances involved and relative 

scarcity of quick reaction forces, the convoys and 

road sweeps of Combat Logistics Battalion 2 and 

its attachments almost always relied upon reconnaissance, escort, and close air support by light 

and attack helicopters of the 2d Marine Aircraft 

Wing. The air logistics effort in Al-Anbar province 

supporting II MEF forces contributed in no small 

way to the high operating tempo of the 2d Marine 

Aircraft Wing. At the end, the 2d Marine Logistics 

Group staff calculated that it had saved 3,115 outbound and 5,034 inbound tractor-trailer equivalent loads of cargo by employing air transportation. Using aircraft to move supplies undoubtedly 

prevented many casualties that many have been 

incurred in ground transportation especially given the increasing mine and improvised explosive 

device threat in theater.191 

In summarizing its activities in this first II MEF 

campaign in Iraq, the 2d Marine Logistics Group 

noted that it had completed the following: 

Activity Number 

combat logistics patrols 3,900 

security and transportation escorts 17,500 

miles driven 2,800,000 

explosive ordnance disposal calls 4,937 

patients treated at six trauma centers 20,380 

dental patients attended 23,390 

surgeries performed 818 

units of blood transfused 1211 

route repairs 1,126 

gallons of fuel dispensed from 16 sites 138,756,000 

short tons of ammunition distributed 1,230 

supply transactions handled 2,325,000 

short tons of mail delivered 10,847 

The 30th Naval Construction Regiment used 

its considerable construction capabilities to improve camps and facilities throughout the II MEF 

area. Typical contributions included electrical and 

force protection upgrades to existing buildings, 

constructing roads and berms, runway repairs, 

and building camps for Iraqi security forces rang122
 
ing from the 670-man combat outpost south in 

the border defense scheme to the Iraqi 1st Division’s headquarters camp at ar-Ramadi for 2,100 

persons.192 

Institutional Infrastructure 

for the Marine Corps 

At the conclusion of the II MEF campaign of 

2005–2006, the Marine Corps itself demonstrated 

the changing circumstances of the conflict, and 

one notes a perceptible shift between the initial 

planning for forces for Iraq to a new recognition 

that the campaign had no clear endpoint. Marine 

Corps forces could count on taking responsibility for al-Anbar Province for the foreseeable future. Among the institutional changes most in 

evidence were the enlargement of Marine Corps 

staffing with Central Command, creating Marine 

Corps Special Operations Command, and Deactivating the 4th Marine Expeditionary Brigade (Anti-Terrorist). 

On 3 August 2005, Lieutenant General Sattler assumed command of Marine Corps Forces Central Command (MARFORCENT) in a new 

headquarters at Tampa manned with a separate 

staff, standing alone from his I MEF headquarters at Camp Pendleton. The previous Marine 

Corps component of CENTCOM was also MARFORCENT, but MARFORCENT at that time was 

a part of U.S. Marine Corps Forces Pacific (MARFORPAC) and a “subsidiary” of MARFORPAC that 

was activated only when needed. When activated, MARFORCENT was staffed by MARFORPAC 

personnel and became the Marine component of 

CENTCOM. 

Given the large number off responsibilities 

that MARFORPAC and its commander already had, 

the ad hoc creation of the Marine component for 

CENTCOM from MARFORPAC assets was deemed 

no longer practical or functional. Accordingly, 

U.S. Marine Corps Forces Central Command became its own organization, “breaking away” from 

MARFORPAC; the two organizations were no longer related. 

A major commitment of personnel and resources were required for this change. Brigadier 

General Anthony L. Jackson became Lieutenant 

General Sattler’s deputy commander and managed 

the MARFORCENT staff, which occupied buildings adjacent Central Command’s headquarters at 

MacDill Air Force Base near Tampa, Florida. In 

addition, a permanent MARFORCENT staff organization better met the requirements of a service 

component under a combatant command such as 

CENTCOM rather than the ad hoc contingent activated using MARFORPAC personnel “diverted” to 

become the nucleus of the MARFORCENT component. The key functions for MARFORCENT at 

MacDill comprised plans, operations, command 

and control, and support. MARFORCENT exercised operational control over approximately 

23,000–29,000 Marines and Sailors spread from 

Djibouti to Afghanistan. A forward staff continued 

to operate at Bahrain but now as a sub-unit of 

a permanent component staff—MARFORCENT— 

for that theater, not as part of a component staff 

created and manned by MARFORPAC personnel 

who “converted” into a MARFORCENT staff.193 

The increasing commitment of U.S. forces 

against terrorist and other irregular forces in 2001 

brought increased pressure on the Marine Corps 

to contribute more manpower and materiel to the 

structure of the U.S. Special Operations Command. 

After consultations, the Commandant agreed on 9 

November 2001 to re-establish the Special Operations Command-Marine Corps Board to examine 

enhanced inter-operability between the two entities. On 4 December 2002, General Hagee directed the activation of a Marine Corps Special 

Operations Command Detachment for a two-year 

proof-of-concept operation with Special Operations Command. Personnel began reporting to the 

new unit in March, and on 20 June 2003 Detachment One activated at a new compound located at Camp Del Mar, Camp Pendleton, California. 

This detachment reported to the commander, Naval Special Warfare Command for operations on 1 

December and deployed to Iraq on 6 April 2004 

establishing a base of operations near Baghdad 

International Airport. Selected personnel from the 

intelligence element of Detachment One served 

with outlying task units and with other government agencies, and the remainder formed Task 

Unit Raider under Naval Special Warfare Task 

Group-Arabian Peninsula and commenced direct 

action raids and other operations. On 2 October 

2004, the Naval Special Warfare Task Group-Arabian Peninsula closed its operations and Detachment One returned to Camp Pendleton. 

The proof of concept undertaken by Detachment One spawned continuing interest in a Marine Corps component for the joint command, 

leading to a positive decision by the secretary of 

defense. Accordingly, on 24 February 2006 the 

123
 
Marine Corps Forces, Special Operations Command was established at Camp Lejeune under the 

operational control of the Combatant Commander, U.S. Special Operations Command.194 

The activation of the Marine Corps Forces 

Special Operations Command paralleled the simultaneous deactivation of the 4th Marine Expeditionary Brigade (Anti-Terrorism) (4th MEB [AT]) 

at Camp Lejeune. Although deactivation was necessary to provide personnel for the new command, it also terminated the existence of an unusual Marine Corps initiative forged in the immediate aftermath of the terrorist strikes on the U.S. 

in 2001. The brigade had not existed since the 

institutional abandonment of the permanent Marine expeditionary brigade headquarters by the 

Marine Corps in 1992. Its reactivation on 29 October 2001 at Camp Lejeune represented a change 

of the Marine Expeditionary Unit (Special Operations Capable) doctrine of the 1980s. 

124
 
epilogue: 

New and Old 

The 2004–2005 security and stability campaign by Marine Corps forces in Iraq began with 

the objective of reversing the nascent Iraqi insurgency and beginning the process of rebuilding a 

shattered society. The emerging resistance against 

the allied Coalition that had defeated Iraq in 2003 

took U.S. forces and civilian authorities by surprise. Higher authorities calculated that the extended presence of occupation forces, the persistent application of counterinsurgency and security techniques, and the fielding of Iraqi security 

forces would pacify the country. In parallel with 

the establishment of security, the U.S.-directed 

Coalition Provisional Authority projected the creation of a provisional Iraqi government and the 

facilitation of democratic elections at national and 

regional levels such that “governance” would be 

established within a year of the scheduled mid2004 “reversion of sovereignty” to the Interim 

Iraqi Government. 

In almost every aspect, the expectations of 

these higher civil and military authorities proved 

overly ambitious and, in effect, repeated their 

earlier underestimation of resistance and insurgency in Iraq. The U.S. military forces deployed 

in Iraq remained undermanned and thus incapable of maintaining the security presence in numerous Iraqi towns that could and did shelter 

dissident elements that plotted and executed violent attacks upon security forces and civilians 

alike. Predictably, hopes that an Iraqi constabulary could be formed failed when a large contingent of the Iraqi Civil Defense Corps refused to 

participate in face of the Sunni revolt in al-Anbar 

Province and the al-Sadr uprising of April–August 

2004 or otherwise failed to report for duty in assisting U.S. and Coalition forces in smaller scale 

security operations throughout Iraq. The Iraqi 

Civil Defense Corps had received too little basic training, no more than three to four weeks in 

duration, intended for the more benign environment expected in mid-2003. Instead, these newly 

formed and untested units faced insurgents and 

extremists that had gained combat experience 

fighting against well-armed and seasoned troops, 

mostly fielded by the United States. Nevertheless, 

when the first annual rotation of U.S. forces began in the spring of 2004, preparations continued 

to move the Iraqi security units into the towns 

and to shift the U.S. forces outside the urban areas in permanent base camps already under construction to replace the forward operating bases 

improvised from Iraqi military and government 

compounds. 

Into this tenuous situation of early 2004 came 

Marines of the I Marine Expeditionary Force, returning after the brief and successful 2003 operation in which the Iraqi defenses had been overcome with such quick, decisive and violent action 

that vast areas and major cities fell with relative 

ease to U.S. and Coalition control. The summer 

and fall occupation duty experienced by approximately 8,000 Marines of the 1st Marine Division in 

the largely Shi’ite populated areas between Baghdad and Basra bore little resemblance to the challenges that the new campaign in al-Anbar Province would bring. 

The Marines sailors and soldiers comprising 

the Multinational Force-West comprised by I MEF 

and its reinforcements came prepared for the 

challenges in the spring of 2004 and harbored no 

illusions that the “Sunni Triangle” would prove 

easy as a security and stabilization operation. The 

extent to which the various Sunni insurgencies 

and small foreign terrorist elements thrived in 

both urban and rural areas exceeded all predictions. Although leaders such as Lieutenant Generals Conway and Major General Mattis sensed that 

the larger numbers of infantry they introduced in 

the area of operations would significantly effect 

the security situation, the number of Marines remained woefully insufficient to cover an area of 

approximately 32 percent of Iraq’s total surface 

area. To that end, the Marine Corps commanders 

saw only the possibility of applying the patience, 

persistence, and presence of their troops, and attacking the insurgent leadership when detected 

and raiding the sanctuaries of the insurgents to 

destabilize their activities. 

These realities came to fruition very quickly 

in the spring of 2004. After a few sporadic encounters with insurgents in each of the regimental zones, the ambush and murders of the civilian contractors in Fallujah and the mutilation and 

display of their corpses brought the unwelcome 

orders to I MEF and 1st Marine Division compelling an impromptu urban clearing operation that 

exposed the scope and depth of the insurgencies 

in the province at large. The two Fallujah battles remained pivotal in the I MEF campaign of 

125
 
2004–2005 although the successful measures for 

subduing that urban center could not be repeated 

because of the cost and destruction wrought in 

its execution. Even as the scheduled election of 

January 2005 took place, the situation faced by 

I MEF and the incoming II MEF that would replace it remained all too clear. Until some form 

of reliable Iraqi security forces could be established in sufficient numbers and competence, the 

U.S. Marine Corps forces in al-Anbar Province 

and some neighboring provinces would have to 

wage an aggressive campaign. The enemy had to 

be dug out of his enclaves and brought to battle 

but in selected cases and in situations in which 

the rest of the province would not suffer without 

sufficient security. At the same time, what few 

Iraqi security forces could be established had to 

be nurtured and mentored to the point that they 

could at least operate with U.S. forces such that 

the Coalition could begin to overcome the cultural barriers that separated the public from the 

Coalition forces that sought to protect it. 

The firepower and military technology wielded by Marine Corps forces with all their training 

and expertise remained decisive, vital weapons 

when combat occurred: armored vehicles, artillery, and various forms of air support could and 

did dominate portions of the battlefield, but in 

the end the Marines soldiers and sailors used rifles, grenades, and explosives to confront insurgents at close quarters to eliminate their hold over 

the population. Such work did not always fall to 

the lot of the infantrymen, who remained sorely 

under strength for the distances and scope of the 

assignments. Many military personnel, regardless 

of specialty, found themselves engaged in routine scouting, patrolling, convoying, and screening tasks in which ambushes or other forms of 

combat led to counterattacks, pursuit, or search 

and clearing operations that many men and women of I and II MEF and other services experienced 

for the first time. 

The progress in fielding an Iraqi security force 

proved maddenly slow. What the Marines of I 

MEF initially found in al-Anbar Province largely 

comprised only seven Iraqi Civil Defense Corps 

battalions, renamed Iraqi National Guard after the 

assumption of sovereignty by the Interim Iraqi 

Government. These units mostly comprised local 

Sunnis recruited and trained by the U.S. Army, 

and only one such unit could be moved from 

its recruiting locale. When added to what local 

police remained on duty, this force amounted to 

approximately 2,000 Iraqis. A reasonable formula 

for counterinsurgency would have required over 

thirty battalions of combat troops for al-Anbar 

Province. The I MEF was comprised of only eleven U.S. battalions, not counting provisional units 

employed for base defense, and the II MEF arrived in early 2005 with even fewer battalions.196 

The Iraqi security units displayed key vulnerabilities: they were subject to local infiltration, intimidation, and threats by local Sunnis. Regardless of the degree of assistance provided by local Marine and Army units, even including the 

vaunted Combined Action Platoon doctrine used 

successfully by the Marine Corps in Vietnam, the 

Iraqi battalions failed to the point of wholesale 

breakdown. A few units manned by Shi’a or Kurdish soldiers, however, proved much less vulnerable to the Sunni insurgent intimidation tactics. In 

general, however, the Iraqi units fielded in 2004– 

2005 lacked strength, experience, and resilience 

to fight the insurgents or to continue operating 

for sustained periods of time. The Iraqi defense 

establishment also failed consistently to replace 

losses of Iraqi soldiers and to provide adequate 

equipment for their forces in al-Anbar Province. 

With the eventual arrival of over two divisions 

of the Iraqi Army in the province by early 2006 

along with a marked improvement in the military 

competence of the Iraqi soldiers, the continuing 

problems of violence and insecurity in the Marine Corps’ areas of responsibility began to dissipate. These units drew their soldiers largely from 

the Shi’a population but added somewhat to the 

existing discontent of the Sunni population of alAnbar Province. 

Improvements in security, realized by the end 

of the two year pacification campaign, meant that 

a certain part of the Sunni population could be 

persuaded to cooperate with governmental authorities and to participate in the basic restoration 

of Iraqi governance, rebuilding damaged towns 

and cities, and opposing the further use of violence. Results remained uneven, and already in 

early 2006, the continued evaluation of ar-Ramadi 

as one of—if not the most—dangerous cities in 

Iraq suggested that it, not the infamous al-Fallujah, functioned as the true center of the Sunni resistance and insurgency in the surrounding 

lands. The continuing campaign to gain control 

over ar-Ramadi, without resort to the devastation 

wrought against Fallujah, remained a slow and 

126
 
often unrewarding process of vigilance, combat, 

and persistence. Aerial and artillery bombardment 

in many ways threatened to become counterproductive. The Sunni population continued to resent its lost status in the former regime, and local 

leaders were skeptical that U.S. forces would continue to fight insurgents and terrorists with vigor. 

The Sunni population also believed that the Iraqi 

national government would ever earn Sunni support and participation in moderate forms of political action. 

For the men and women serving in the two 

Marine Expeditionary Forces and the periodically 

deploying Marine Expeditionary Units, the tasks 

at hand remained all too obvious and challenging. Marines could not engage in self-doubt or 

self-pity. All the day-to-day violence, aggravated 

by devastating explosions of improvised devices, 

mines, and suicide bombers, had to be endured 

with patience, resolve, and tactical savvy. They 

continued to treat the population as a peaceful 

entity, requiring the Marines’ protection and vigilance. The dissident and insurgent elements required the use of violent force, but still preserving the essential humanity of the situation such 

that Marines soldiers and sailors could discern the 

boundaries between the violence of combat and 

the limitations posed by a nearby civilian populace that in the end had to be “won over” to the 

cause of the western occupier and the awkwardly 

functioning native government. For the Marines, 

soldiers, and sailors of the MEFs in Iraq, service 

there was their “finest hour,” especially since 

it was under great military and political pressures such as being outnumbered at times; being 

watched from near and far for any signs of weakness; being second-guessed by military and civilian officials and the news mdia; operating under 

restrictive rules of engagement preventing them 

from using their full array of combat power and 

weaponry; and fighting an enemy, often at close 

quarters, who did not wear a uniform and who 

blended in the population of noncombatant civilians. In such an environment, the thought of 

failure or letting down one’s fellow Marines remained, as it had historically, unthinkable, and on 

the contrary, the attitude and accomplishments of 

the Marines inspired new legendary feats of courage in the long history of the Marine Corps. 

The Marine Corps forces in Iraq, with the reinforcing organizations that joined it in Multinational Force-West, operated with initial handicaps 

that could be overcome only by gaining experience and applying it at a rapid pace. The myriad tasks facing Marines in both urban and wideopen rural terrain almost defy description. A series of broken cities and communities literally lay 

at their feet, occupied by inhabitants thoroughly 

demoralized by the shock of war and occupation, 

lacking any level of experience in self-government and self-sufficiency to make a concerted effort at rebuilding. The Marines, however, did not, 

as other armies have done, celebrate victory with 

triumphant parades and speeches. their actions 

and attitudes were low key and those of professional warriors who had accomplished their missions to the best of their abilities. They did not 

treat the Iraqis as the enemy or a conquered people. They did not hoist American flags atop buildings in triumph. 

In a remarkable series of events, the Marines 

and their comrades reached into themselves and 

drew upon their training, discipline, pride, dedication to duty, physical readiness, and fighting 

spirit to adapt to the novel conditions and dangers of counterinsurgency missions and executed 

them with steady resolve, overcoming setbacks 

and generally remaining benign in victory. 

Those mission successes and achievements 

did not come without cost. During the campaign 

of 2004–2005, some 500 Marines of Multinational 

Force-West were killed while serving in Iraq with 

thousands more wounded—many grievously—in 

combat. Since 20 March 2004, elements of I and II 

MEF, augmented by the rest of the active and reserve establishments, have provided continuous 

presence in Iraq. 

The new battle streamers on the MEFs’ colors symbolize much. They represent more than a 

year of the lives and the service of the individual 

Marines and sailors. They recall the 500 fellow 

Marines and sailors who lost their lives for the 

mission and who made the journey home ahead 

of their comrades. They represent great courage 

in battle. They represent remarkable stamina over 

months and even years. They represent unshakable honor tested iin a war against a treacherous, often invisible enemy in the worst of conditions, just as previous generations of Marines and 

sailors did at Guadalcanal, Peleliu, Iwo Jima, the 

Chosin Reservoir, Khe Sanh, and Hue City. They 

represent immeasurable personal sacrifice by the 

MEFs’ Marines and sailors and their families. 

127
 
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Endnotes 

The principal sources for this and subsequent chapters are the official records and 

working papers held by the Marine Corps Archives, Gray Research Center, Marine Corps 

University located at Marine Corps Base, 

Quantico, Virginia. In addition, certain reference materials located at the Marine Corps Historical Center, Marine Corps University, have 

been used. Relevant Classified records held by 

the archives of the Gray Research Center were 

examined and catalogued by the author during 2006-2007. Because no formal inventory or 

finding aids have to date been produced by 

the archives, the classified records used herein 

are identified by use of their classified material control center (CMCC) registry number 

assigned by the CMCC, Marine Corps Combat 

Development Command, Quantico, the cognizant security management authority. These 

registry numbers take the form of S-1234-06, 

in which the letter designates a classification of 

secret, the four numbers the sequential assignment of the item or document by the CMCC 

in its registry, and the last numbers the year 

of accession into the control system, I.e. not 

the date of the document concerned. Although 

less satisfactory than a true inventory, the use 

of the CMCC registry numbers permits the researcher to locate the requisite items. 

The following types of documents most frequently proved useful in the compilation of 

this history: 

Command Chronologies (ComdC)–the 

monthly, semi-annual or annual historical 

report required of all Marine Corps organizations under the Marine Corps Historical Program. Unclassified ComdC are filed 

by the archives by year and originating 

unit, and can be requested by researchers 

in the archives reading room. 

Operations and Intelligence Summaries 

(OpSum, IntelSum) of various commands 

and units, usually classified. 

Situation Reports and Intentions Messages 

(SitRep, Intentions) of various commands 

and units, usually classified. 

Briefings, plans, and other working papers of operational units, gathered by 

field historians and, on occasion, forwarded by Marine Corps organizations, 

make up most of the remainder of the 

classified collection held by the archives 

at the Gray Research Center. These documents, as the case of the above classified 

files, most frequently appear in electronic 

files stored on CD-ROM and DVD storage discs. Apart from identifying them by 

title and provenance, where feasible, the 

remainder of the citation of such a document perforce consists of electronic location script following the CMCC registry 

number of the host disc. 

For example, the Headquarters Marine 

Corps Operations Center (POC) “current 

operations brief” for 18 February 2004 

(POC 040218) can be located thus: S-1767­

06\Feb04. Easily done, in such a case, but 

a reader follows a more complex series to 

find a December 2004 command brief of 

Regimental Combat Team 1, cited in Chapter 5 thus: RCT-1 CommandBriefDec04, 

S-3925-06\1stDivChonologyDec04\RCT1 

Jul Dec04 PartIV\I Tab. Note the run-together name of the file, shown in its electronic format, vice the more literary “RCT1 Command Brief (December 2004).” 

Chapter 1 

1. MEF laydown 23Aug03 from “I MEF Operation Iraqi Freedom Brief 12 Dec03” (S-3937­

06). 

2. Colonel Nicholas E. Reynolds, Baghdad, 

Basra, and Beyond (Annapolis: Naval Institute Press, 2005), 147-56. This work serves to 

date as the Vol. I of the present series, preceding this volume; 1st Mar Div draft Operation Iraqi Freedom II ‘book’ (unpublished, undated) [hereafter 1MarDiv OIFII], Ch 1. This 

draft command narrative manuscript was intended to complement the volume written by 

the division staff on OIF I, later published as 

Lieutenant Colonelonel Micahel S. Groen, inter 

alia, With the 1st Marine Division in Iraq, 2003 

(Quantico: History Division, Marine Corps University, 2006). After the departure of MajGen 

Mattis from the division, the OIF II book project became stillborn. Copies may be found 

in RefSect, and MCU S-0072-07\; HQMC PPO 

Ops Brief 7Nov03. 

3.HQMC, EOS Update Briefing, 15Oct03; 

S-3991-06. 

129
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4. Marine Corps Historical Center, Hagee 

oral history, part I, 14 July 2005. Unedited and 

unreleased version provided by Dr. Fred Allison. 

5. Marine Corps Chronology 2003, Reference Section, Marine Corps Historical Center 

[hereafter, RefSect]. 

6.Headquarters Marine Corps Operations 

Center (POC) “current operations brief” for 17 

Dec03, 01Dec03, 23Feb04, S-1764 to 1816-06 

[hereafter POC by dates as filed: e.g. 031217, 

031201, 040223]; at this point, only five Marines remained to return from the 2003 campaign, the last of the special purpose Marine 

air-ground task force. There still remained Marines of Detachment B, 4th Air-Naval Gunfire 

Liaison Company (ANGLICO), the 5th Fleet 

Antiterrorist Support Team (FAST) platoon at 

the embassy, Marine Fighter Squadron 312 

(VMFA-312) afloat nearby on board carrier USS 

Enterprise (CVN-65), and personnel serving in 

joint and special staffs in Iraq totaled 507 in 

the theater. The Marine Corps reached its lowest point in overseas deployments during 2003 

in late November, just under 11,000 Marines 

excluding personnel permanently stationed 

overseas. (POC 031121) 

7. Kenneth W. Estes, “1st Armored Division: 

Operation Iraqi Freedom, May 2004 -July 2004” 

(Wiesbaden: HQ 1st Arm Div, 2005); Charles 

E. Kirkpatrick, “V Corps Becomes CJTF-7: The 

Month of Plans and Decisions” (Heidelberg: 

HQ V Corps, draft Nov04). 

8. 1MarDiv OIFII , Ch 1; POC 031121. 

9. CG, 1stFSSG ltr 30Oct03, ComdC JD03. 

10. 3MAW ComdC JD03. 

11. 1MarDiv OIF II, Ch 2. Note on the “RPG” 

series rocket launcher: popularly referred to 

in open press and other sources as meaning 

‘rocket propelled grenade,’ it remains less well 

known, but more properly, as a Russian acronym, Reaktivnyi Protivotankovyi Granatomet, 

meaning ‘Rocket-propelled Anti-Tank Grenade 

Launcher.’ Most such weapons encountered in 

Iraq were RPG-7 and RPG-16 marks] 

12. “I MEF OIF II RFP MSG FINAL,” S-3937­

06\ Archived OIF-II-1 Files. 

13. Last minute sourcing of 2 firing batteries of arty from MARCENT planning doc in 

“Matrix_ New_Baseline_09_JAN_2004_1100,” 

showing no such batteries at that point; S-3937­

06\Archived OIFII-1 Files; RCT-7 ComdC FebMar04 shows E/2/11 arriving Kuwait 28Feb04, 

S-0306-06\1MarDiv Classified\Disk2\RCT-1 

Mar04PartV\CC A/1/11 Feb-Mar04] 

14. CG Talking Points–OIF II Update, 

Ground Dinner - 18 January 2004, S-3937-06. 

15. Ibid. 

Chapter 2 

16. 1MarDiv OIF II, CH 2. 

17. POC 040105, 040112, 040128; “Force 

Flow Update” 28 Jan 2004, S-3937-06. 

18. 1MarDiv ComdC JJ04. 

19. “Draft I MEF OM and RIP Frag 

2/18/04,” S-3937-06 \Archived OIF-II-1 

files. 

20. ComdC of 1MarDiv, 3rd MAW, 1st FSSG, 

1st Marines 7th Marines 1st BSSG, all JJ04 

21. RCT-1 ComdC Aug04. 

22. “I MEF input DRAFT 2 MARCENT to CJTF 

7 confirmation of dates” 23Jan04 in S-3937-06 \ 

RIP&TOA; 1MarDiv ComdC JJ04 (unclassified); 

“Sequential Listing of Significant Events (U)” 

S-3801-06\1MarDiv JJ04; 1FSSG ComdC JJ04; 

3MAW (fwd) ComdC 10Feb-31Mar04. 

23. “First 60,” S-3937-06; From 1MarDiv OIF 

II, Ch 2: “The 15 plays developed as a result 

of discussions between the Chief of Staff Colonel Dunford, CG and Assistant Division Commander. Conceptually the 15 plays represented 

the scripted plays that a football team might 

use in the opening quarter of a football game. 

The San Francisco 49ers had successfully used 

the concept and the division staff felt that they 

could successfully exploit a similar construct. 

The assessment by the OPT and staff was that 

the Division would build upon the successes 

of the 82d Airborne Division. Indications were 

that the 82d had done a good job in establishing a secure environment in their zone. Division planners recognized that although the 82d 

had let some enemy sanctuaries remain, the 

bulk of the Divisions focus could be on the 

stability mission. The 15 Plays identified the 

opening actions required to support both the 

security and stability mission in the Al-Anbar 

Province. The weight of effort in the 15 Plays 

focused on the stability mission. Eventually the 

15 Plays would develop into 18 actual plays 

and would be included and Annex X in the 

1stMarDiv Operations Order (OpOrd).” 

24. Operation Iraqi Freedom-II ASE Completion Schedule, System description, POC 

130
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

040129; See also Lieutenant General Michael 

A. Hough, “State of Marine Aviation,” Marine 

Corps Gazette 88 (May 2004), 5:11-27. 

25. PPO 040129; USCENTCOM msg was his 

040803ZJan04; CJTF-7 reported a shortfall of 

2,780 uparmored HMMWVs in Iraq. 

26. Brigadier General William D. Cato, 

“Rapid Acquisition in Support of Operation 

Iraqi Freedom II” Marine Corps Gazette 88 

(May 2004), 5:48-50. 

Chapter 3 

27. RCT-7 ComdC Feb-Mar04 

28. ComdC of 1MarDiv, 3rd MAW, 1st FSSG, 

1st Marines 7th Marines 1st BSSG, all JJ04; pilot controller handbook 15 June 05, S-0265-06\ 

FECC Encl\Air Web Page Files 

29. POC 040418. 

30. Combat Power 15Apr04; S-3937-06\I 

MEF Sitreps\SitrepOfficer\AsstSitrepOfficer\ 

Combat Power. 

31. Gretchen A. Sparkman “COLISEUM Requirement K506-04-0029-S,” a contracted précis, S-4522-06\HistoricFiles\Al-Anbar Historical; Lewis Owen, “Tigris-Euphrates river system.” Encyclopedia Britannica (2007) ; “2004 

World Data,” Encyclopedia Britannica (2006). 

32. RCT-7 Intentions messages, 19-29Mar04 

[hereafter by file date, e.g. 040319-29], S-3933­

06\Intentions Mssg\Mar04\RCT-7 ; RCT-7 

ComdC Feb-Mar04; 1MarDiv Sequential Listing of Events, S-3801-06. The TOW antitank 

missile was never named, leaving only the acronym for “tube-launched, optically-directed, 

wire-guided missile.” 

33. 1BCT Intention messages, 040321-30, 

S-3933-06\Intentions Mssg\Mar04\1BCT. 

34. 1MarDiv ComdC JJ04; 1MarDiv Sequential Listing of Events, S-3801-06 

35. Michael S. Groen, “The Tactical Fusion 

Center,” Marine Corps Gazette 89 (April, 2005) 

4, 59-63. 

36. CG 1MarDiv Intentions 040327, 28 and 

31; S-3933-06\Intentions Mssg\Mar04\March04 

Intentions Messages. 

Chapter 4 

37. 1MarDiv ComdC JJ04; 1MarDiv OIF II, 

Ch4. 

38. 1MarDiv CC JJ04; 1MarDiv Intentions 

040401, S-3933-06\Intentions Mssg\Apr04. 

39. 1MarDiv Intentions 040403. 

40. 1MarDiv OIF II, Ch4; 1MarDiv ComdC 

JJ04; RCT-1 ComdC Apr04. 

41. 1MarDiv Intentions 040401-8; RCT-1 

ComdC Apr04. 

42. “1/5 Frag Order 005-04” 11Apr04, Ref 

Sect, 1-5 Historical Docs OIF1-2. 

43. 1st Bn, 2d Mar, 1st Bn, 5th Mar, A 

Battery, 1st Bn, 11th Mar, and RCT-1 ComdCApr04. 

44. U.S. Army National Ground Intelligence 

Center, “Complex Environments: Battle of Fallujah, 1 April 2004,” S-4504-06. 

45. 1MarDiv ComdC JJ04 

46. J. Smith silver star citation, RefSect; Captain Smith and his company are also covered in 

the earlier fighting in Robert D. Kaplan’s essay, 

“Five Days in Fallujah,” The Atlantic Monthly 

294 (July/August 2004), 1:116-26. 

47. 1MarDiv ComdC JJ04; U.S. Army National Ground Intelligence Center, “Complex 

Environments: Battle of Fallujah 1, April 2004, 

S-4504-06. 

48. CJTF-76 April FragO 581; Estes, “1st Armored Division: Operation Iraqi Freedom, May 

2004 -July 2004” (Wiesbaden: HQ 1st Arm Div, 

2005). 

49. 1MarDiv 8 Apr Intentions, modified later to “our pending request to add a tank company, track [amphibious assault vehicle] company, and artillery battalion to our task organization”; 11Apr Intentions. 

50. 2d Bn, 4th Mar Intsum 040406-7, S-0306­

06\DiskFour\2-4Jan Apr(Sec)TabKS2\T\KS2\ 

INTSUMS\APR; Morel and Copeland Navy 

Cross, Baptista, Bronzi and E. M. Smith silver 

star citations, RefSect. 

51. 1MarDiv Intentions 13Apr07. 

52. Ibid, 14Apr07 

53. 1MarDiv 17Apr07 Intentions. 

54. 1MarDiv Intentions Apr-May04; 1MarDiv ComdC JJ04; RCT-7 ComdC Apr and May 

04. 

55. 1MarDiv Intentions May-June04; 1MarDiv ComdC JJ04; CC RCT-1ComdC May and 

Jun04. 

56. RCT-7, ComdC May and Jun04; silver 

star citation Matthew A Lopez, RefSect. 

57. 1MarDiv Intentions 040426. 

58. USMC Chronology, RefSect; POC 

040518, 040621, 041004; 24 July report to 1stMarDiv by 24th MEU based upon 1MarDiv Intentions message that date. 

131
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59. POC 040518, 040621, 040720; CC 11 

MEU JD04; G-3, I MEF, “Information Memorandum on Operations in An Najaf for the Period 

of 31 July 2004–28 August 2004,” S-3810-06\ 

Najaf Narrative v.III10Sept04.pdf; Perhaps the 

most important mosque in the world to Shiite 

Muslims, Imam Ali Shrine is the burial site of 

Mohammed’s brother-in-law and successor, assassinated in 661 A.D. 

60. S-3937-06\IMEF sitreps\Jul04\11th 

MEU sitrep 31Jul04. 

61. Frank Kozlowski, John R. Way, and 

Bradford A. Wineman, “ ‘Whatever It Takes,’ 

- U.S. Marines in the Battle of An Najaf, 2004” 

unpublished manuscript, (Quantico: Marine 

Corps Historical Center, 2007). For details of 

Generals Metz and Casey, see beginning of 

Chapter 7. 

62. Jackson, 89; G-3 I MEF “Information 

Memorandum on Operations in An Najaf...” 

63. POC 040604 cites USCENTCOM RFF 

Serial 325 (020847Zjun04; POC 040621 cites 

COMMARFORPAC DEPORD 151900ZJun04; 31 

MEU ComdC JD04 

64. POC 040720 

Chapter 5 

65. IMEF Cdr Update 11May, S-3709-06\ 

CdrsUpdate Highlighted\May04. 

66.MajGen Amos in IMEF Cdr Updates 

5May, 20 May, S-3709-06\CdrsUpdate Highlighted\May04. 

67. “Talking points for Fallujah Brigade Situation,” S-3811-06\MEF Briefs; IMEF Cdr Updates 1May-1Sept04, S-3709-06\CdrsUpdate 

Highlighted\May04 

68. “OIF II Aircraft loss Report (as of 

14Sep04)” in POC 041001; Sitrep 092200Sep04, 

S-3709-06\IMEF Sitrep\Sep04. 

69. Clifton Distinguished Flying Cross citation, RefSect. 

70. Slide, “Laptop Standalone” (7Sep04) 

and briefing, “Shaping Fallujah” (9Sept04), 

S-3811-06\MEF Briefs for Historical Purposes\ 

VIP briefs 

71. “TF 6-26 Fallujah Shaping Operations” 

(27Sept04), S-3811-06\MEF Briefs for Historical Purposes\VIP briefs\Prospective Slides. 

72. 1MarDiv Frag Orders 0295, 0300 and 

0314-04, S-3925-06\1DivChron\DivClasChron 

IV items; 1MarDiv ComdC, JD04 

73. POC 041001; 1stMarDiv ComdC, JD04; 

RCT-1 and RCT-7 ComdC, JD04; 31st MEU, “Operation Phantom Fury, Mission Analysis Briefing 28Oct04,” S-3925-06\1stDivChronology\ 

Ops History\ChronFileS3; On 13 September, 

Colonel Toolan relinquished his command of 

RCT-1 to Colonel Lawrence D. Nicholson, who 

a few hours later received wounds from an 

incoming shell on his convoy. Colonel Shupp 

(1st Marine Division assistant chief of staff, 

G-7) assumed command of 1st Marines the following day. Colonel Elvis Blumenstock, in his 

comment on the draft manuscript of 14 May 

2008, clarified the confusing support arrangements for the 31st MEU and RCT-7 during their 

exchange of area responsibilities during Operation Phantom Fury. 

74. App 11–Intell Est, RCT7 FragO 0220­

04 31Oct04, S-3813-06\RCT-7 docs\Operation 

Phantom Fury CD 

75.”RCT-7 Mission Analysis and COA Development Fallujah 24Sep04,” S-3815-06\ 

Chessani\planning docs; cf. “Falluja II OPT” 

(1Oct04) RCT-1, S-3815-06\Chessani\planning 

docs. 

76. 1MarDiv ComdC JD04. 

77. Ibid. 

78. RCT-1 “Air in Fallujah”, S-4501-06; For 

details and illustrations, see “Aviation FiresConOps”, S-3925-06\1stDivChronology Dec04\ 

RCT1 Part IV\H Tab\”Phantom Fury Air Brief 

v.3.ppt” (11/2/2004). “I MEF OIF2.2 11 Sept for 

BG Mcabee,” S-3811-06\MEF briefs historical\ 

VIP briefs\VIP briefs for WEB. Fred Allison, 

“Urban CAS Marine Corps Style Fallujah 2004” 

unpublished essay, Marine Corps Historical Division (December, 2007). 

79. 1MarDiv ComdC JD04. 

80. MNF-I “Fallujah Strategic Mission Analysis Briefing (3Oct 04),” S-4501-06. 

81. RCT-1 Intentions Messages, S-3925­

06\1st Div Chronology Dec04\RCT1 Part III 

TAB C\November Intentions; RCT-7 Intentions messages, S-3925-06\1st Div Chronology Dec04\RCT-7 July-Dec04\RCT-7 Command 

Chrono\RCT-7\ November Supporting docs; 

Lee Silver Star citation, RefSect. 

82. First noted on I MEF Sitrep of 9 November. 

83. RCT-1 Intentions, S-3925-06\1st Div 

Chronology Dec04\RCT1 Part III TAB C\November Intentions; RCT-7 Intentions, S-3925­

132
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

06\1st Div Chronology Dec04\RCT-7 JulyDec04\RCT-7 Command Chrono\RCT-7\ November Supporting docs; 2-7 Cavalry, “Optimized Fallujah Storyboard, S-3925-06\1st Div 

Chronology Dec04\2-7 Cav; Adelsperger Navy 

Cross (posthumous) and Kirk Silver Star citations, RefSect. 

84. RCT-1 Intentions 12 Nov04, S-3925­

06\1st Div Chronology Dec04\RCT1 Part III 

TAB C\November Intentions; 

85. RCT-1 Intentions (various), S-3925­

06\1st Div Chronology Dec04\RCT1 Part III 

TAB C\November Intentions; RCT-7 Intentions (various), S-3925-06\1st Div Chronology Dec04\RCT-7 July-Dec04\RCT-7 Command 

Chrono\RCT-7\ November Supporting docs; 

RCT-1 intentions, 12Nov04; Kasal and Mitchell 

Navy Cross citations, Refsect. 

86. I MEF sitreps, Nov-Dec 04; The RCT-1 

ComdC Dec04 also notes 23 December as the 

beginning of Phase IV operation; Krafft and 

Workman Navy Cross citations, RefSect. Colonel John Ballard comments on draft manuscript, 11Jun08. 

87. “Phantom Fury Phase IV” S-3815-06\ 

Chessani\planning docs; also in RCT-1 Frag 

order 001(Phase IV) to OpOrd 003-04 (Phantom Fury), S-3815\RCT-1 FragOs. 

88. 1MarDiv, “Phase IV ConOps” (11)ct04), 

S-4501-06; “Phantom Fury Phase IV” RCT-1, 

S-3815-06\Chessani\planning docs. For perhaps the best short essay on the Second Fallujah battle, see LtGen John F. Sattler and Lieutenant Colonelonel Daniel H. Wilson, “Operation Al Fajr: The Battle of Fallujah–Part II,” Marine Corps Gazette 89 (July, 2005) 7:12-24. 

89. “Intercept from Phantom Fury;” S-4501­

06 - redacted for declassification purposes. 

90. Majar A.R. Milburn “Lessons Learned; 

Operation Phantom Fury” 5 Jan 05, S-4501-06; 

RCT-1 CommandBriefDec04, S-3925­

06\1stDivChonologyDec04\RCT1 Jul Dec04 

PartIV\I Tab. 

91. RCT-1 “Air in Fallujah”, S-4501-06; Artillery table from S-4501-06, unknown provenance. 

92. As of 27 Dec 04, cited in POC 041227 

“Source: HQMC CRC manpower officer.” 

93. POC 041227. 

94. Significant sources for details of Second Fallujah include: 1MarDiv JJ04SignEvents, 

S-3801-06; Fallujah Capt Winslow\S-3515 to 

3519-06; POC briefs, where avail; I MEF CC 

JD04\S-3925-06; I MEF OIF2\S-3933 to 3945­

06; Of interest is Department of Defense “Fallujah Update 05 Nov 04” S-4503-06, copy of 

which has penned on the cover, “POTUS Brief”, 

suggesting that it possibly was part of the final briefing given the president of the United 

States before the battle. “Optimized Train Station Reconnaissance Results,” RCT-1, S-3815­

06\Chessani\planning docs for photos of RCT1 assembly areas, routes; See “Iraqi Order” 

RCT-1, S-3815-06\Chessani\planning docs for 

details of RCT-1 assault, plus detailing of Iraqi 

FOF for pacification, Phase IV. 

Chapter 6 

95. POC 041124 and 041209; 1MarDiv 

ComdC JD04. 

96. POC 041209, 041222, 050202, 050207, 

050211, 050218. 

97. POC 050111, 050120, 050124. 

98. “Election draft FragO” (MNF-I), S-4522­

06\HistoricFiles\Elections; I MEF sitreps26­

31Jan04. 

99. I MEF sitrep, 30Jan04. 

100. POC 051024. 

101. 1MarDiv ComdC JJ05 

102. Ibid. 

103. I MEF, “Operation Iraqi Freedom II.2 

August, 2004-March, 2005,” author files. 

104. 1MarDiv, 31st MEU and 7th Marines ComdC JJ05; POC 041209 contains CJSC 

041329Z DEC 04 on the 45 Day extension; other details from POC 050124 and 050211. 

105. POC 050329. 

106. POC 050218. 

107. “Thoughts on the Current Situation 

in Raleigh and Fallujah,” S-3815-06\Chessani\ 

Planning Docs. 

Chapter 7 

108. “CASB-12Jun04, with attached OPlan 

Sovereign Iraq (May04 draft),” S-4521-06\TOA 

and After. 

109.Ibid. 

110. 24Jun04 draft CMC planning guidance for Operation Iraqi Freedom III, CMC 

081328ZJul04, and LOI for II MEF Operation 

Iraqi Freedom III OPT 2-20Aug04; S-4521-06\ 

Operation Iraqi FreedomIII. 

111. “AO Atlanta Assessment” in 2d Intel 

Battalion,”Operation Iraqi Freedom III OPB 

133
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

040902” briefing, S-4521-06\Operation Iraqi 

Freedom III OPT. 

112. POC daily briefings, Jan-Apr05. 

113. 3d Bn, 25th Mar ComdC JJ05. 

114. II MEF ComdC Feb-Apr05; 2nd AA 

Battalion ComdC JJ05; RCT-8 ComdC JJ05. 

115. POC 050317. 

116. Marine Corps Logistics Cmd, ComdC2004. 

117. POC 050222. 

118. POC 050317; II MEF ComdC FebApr05. 

119. RCT-2 ComdC JJ05; Note there was 

no artillery firing battery in RCT-2 in the MarSep05 deployment. Davis comment on draft, 

10Jun08. 

120. 3d Bn, 8th Mar ComdC Jan05. 

121. 3d Bn, 4th Mar ComdC Jan-Mar05; 

A/2d LAR Bn ComdC Jan-Apr05. 

122. RCT-8 ComdC JJ05. 

123. POC 050211-15; 155th BCT Sitrep 

132000Feb05, S-4489-06\155BCT\05 Feb. 

124. POC 050125, 050308, 050317, 

050404,050407; 1st Bn, 1st Mar ComdC JJ05; 

MAG-26 ComdC, Mar and Apr05. 

125. 2MarDiv Sitrep 050317, S-4489­

06\2MarDiv Intentions Messages\05 Mar ; POC 

050331 ; II MEF ComdC Feb-Apr05. 

Chapter 8 

126. 1stMarDiv Intentions 050221, S-4489­

06\2dMarDiv\2dMarDiv Intentions. 

127. RCT-2 ComdC JJ05; Steve Fainaru, 

“The Grim Reaper, Riding a Firetruck in Iraq: 

Marines Recount Dramatic Assault At Base 

Near Syria” Washington Post, (10Apr05), A1. 

128. RCT-2 ComdC JJ05, 3d Bn, 25th ComdC Mar JJ05; for op order and maps, photos 

see S-4491-06\Operation Matador\S3. 

129. RCT2 ComdC JJ and Jul-Sep05, 3d 

Battalion, 2d Mar ComdC July05, 3d Battalion, 

25th Mar ComdC JJ, JD05; Stann and Wimberg 

(posthumous) Silver Star citations, RefSect. 

Task Force Lionheart comprised elements of 

the RCT-2 Headquarters Company, Company 

B, 4th Combat Engineer Battalion (RCT-2 reserve), and Company K, 3d Battalion, 25th Marines. Davis comment on draft. 

130. 1st Bn, 5th Mar ComdC JJ05; Russell 

Silver Star citation, RefSect. 

131. RCT-8 ComdC JJ05; 1st Bn, 6th Mar 

ComdC JJ05 also featuring excellent maps; 

Waldron Silver Star citation, RefSect. 

Chapter 9 

132. MEF Campaign Plan 28Jan05, S-0259­

06\MNF-W Sitreps\OpOrd-Annexes; the “perceived injustices imposed on Sunnis,” typically 

included the Coalition Provisional Authority’s 

“De-Baathification” policy, disbandment of the 

old, Sunni-controlled Iraqi Army, and the lack 

of Sunni representation on the U.S.-appointed 

Iraqi Governing Council. 

133. “Multi-National Force West (MNF-W) 

Operations Order 1-05 (Title: Operation Iraqi 

Freedom 04-06 Campaign Plan)”, S-0259-06\ 

Opord-Annexes. 

134. 2MarDv Intentions 050530, S4489-06\2dMarDiv\2dMarDiv Intentions 

Messages\05May. 

135. 2MarDv Intentions 050606, S4489-06\2dMarDiv\2dMarDiv Intentions 

Messages\05Jun. 

136. RCT-2 ComdC Jul-Sep30: 40 weapons, 

300 various artillery rounds, 1 81mm mortar 

tube, 2 60mm mortar tubes, 2 107mm rocket 

launchers, 2 improvised launchers and a number of 120mm warheads captured. 

137. POC 050801 

138. POC 050804; RCT2 ComdC Jul-Sep05; 

3d Bn 2d Mar ComdC Aug05; 3d Bn, 25th Mar 

ComdC JD05; A/1st Tk Bn ComdC Aug05. 

139. II MEF Sitrep 050901; S-0259-06\MNFW Sitreps\05 Sep. 

140. TF Phantom consisted of the XVIII 

Airborne Corps long range surveillance company, augmented by an Airscan aircraft capable of conducting live video surveillance, plus 

ground-based signal intelligence support, masint sensors, tactical human intelligence team, 

and intelligence production section. “Task 

Force Phantom Tacon To 2d MarDiv (revised)”; 

S-0627-06\publishedfragorders. 

141. “FECC Classified Command Chronology May 05 to Dec 05; S-4523-06\G-3\FECC; 

RCT-2 ComdC Jul-Sep05. 

142. Sources including photos: “BTT Location” “POE Brief v7.1” and “Al Qaim COA 

Brief,” S-0266-06\ISF\DBE. 

143. POC 050505, 050601, 050831; “BTT 

Location 25 Dec,” S-0266-06\ISF enclosures. 

134
 
 

 

 

 

 

 

 

 

 

 

 

 

144. “Strategic Basing & ISF Laydown Narrative” (16Apr05), S-4489-06\ISF. 

145. Ibid. 

146. “MNF-W ISF Monthly Status,” POC 

050831; 7th IA Div movement in POC 060215; 

MTT data from POC 051031. 

Chapter 10 

147. 2MarDiv Frago 0158-05 of 30Jul05: 

Operation Liberty Express; S-4509-06\Elections Turnover. 

148. Ibid. 

149. Ibid. 

150. “Div Liberty Express OPT Outbrief (08 

Aug 05) V.2 (Optimized)” [with excellent illustrations], S-4509-06\Elections Turnover\Liberty Express Documents. 

151. Ibid. 

152. II MEF Future Ops [staff section] ComdC JD05, S-4523-06\G3\FOPS; “Border Fort 

Code Words 5-18” (15Jan06), S-0266-06\ISF 

enclosures\DBE. 

153. FECC Classified Command Chronology May 05 to Dec 05; S-4523-06\G3\FECC. 

154. POC 051003; 3d Bn, 6th Mar ComdC 

Oct-Dec05; 1st Tk Bn ComdC JD05; Foncon 

au with Lieutenant Colonel Alford, 3Jun08; 

The POC briefing and the 2MarDiv G-3 ComdC Oct05 curiously had the operation name in 

German: “Operation Eisenfaust.” 

155. POC 051003; 2MarDiv Hq Bn G-3 

ComdC Oct05. 

156. 2MarDiv Hq Bn G-3 ComdC Oct05; 

POC 051019; I MEF Future Ops ComdC JD05, 

S-4523-06\G3\FOPS; “270001.Cdec05.Firm. 

Bases.Hadithah.Haqliniyah.Barwana”; S-0621­

06\Dec05. 

157. 2Mardiv 061212COct05 Mod 2 To FragO 0158-05, S-4509-06\Elections Turnover\ 

Liberty Express Documents\Div Liberty Express FragO. 

158. After action reports of 2d Marine Division, 8th Marines and 2d Brigade: S-4509­

06\Elections Turnover\Liberty Express Documents\After action reports. 

159. John Ward Anderson and Jonathan 

Finer, “Pollings Close in Iraq: Large Numbers 

Turn Out Despite Sporadic Violence” Washington Post (October 15, 2005). Colonel Stephen Davis comments to draft manuscript, 

11Jun08. Iraq also sealed its borders, closed 

Baghdad International Airport, threw a night 

curfew across the entire country and banned 

all private vehicles from driving on the roads 

on election day, leaving Iraq’s 15.5 million registered voters to walk to polling centers if they 

wanted to cast a ballot. 

160. POC 051028; 13th MEU ComdC JD05; 

The checkpoint covered by C Battery, 1st Bn, 

11th Mar provided relief for 2d Bn, 114th Field 

Artillery, which had occupied Hit the previous 

month. 

161. 2MarDiv G-3 ComdC Sept, Oct, 

Nov05. 

162. 13th MEU ComdC Oct-Dec05; ComdC 

3r

d Bn, 6th Mar Oct-Dec05; “012400CDec05. 

Op.Sayaid.Effects.Complete”, S-0261-06\ 

Dec05; 2MarDiv G-3 ComdC Nov05. 

163. II MEF, “012400CDec05.Op.Sayaid. 

Effects.Complete,” “012000CDec05.ISF.Laydown,” S-0261-06\Dec05; 2MarDiv G-3 ComdC Nov05; MNF-W Sitrep 051110, S-0259-06. 

164. 2MarDiv G-3 ComdC Nov05 and Dec05; 

13th MEU ComdC JD05; “021600CDec05. 

Cg.Loo.Briefing.Graphics,” S-0261-06\Dec05 

165. 2MarDiv G-3 ComdC Nov05; 

“010001CDec05.Op.Hard.Knock;” S-0261-06\ 

Dec05. 

166. 2MarDiv G-3 ComdC Nov05 and 

Dec05; “021600CDec05.Cg.Loo.Briefing.Graphics”; S-0261-06\Dec05 

167. 2MarDiv G-3 ComdC Dec05; “Div Liberty Express Transition Brief (11 Dec 05)”; S0237-06\1-LibertyExpress Documents. 

168. S-0237-06\After Action Reports; Ellen Knickmeyer and Jonathan Finer, “Iraqi 

Vote Draws Big Turnout Of Sunnis: Anti-U.S. 

Sentiment Is Motivator for Many,” Washington 

Post (December 16, 2005), A1; Kenneth Katzman “Iraq: Elections, Government, and Constitution” CRS Report RS21968 (Washington DC: 

Congressional Research Service, 2006)) The Independent Electoral Commission of Iraq confirmed the election results on 10 February. The 

United Iraqi Alliance Coalition received 128 

seats; Kurdish Alliance 53; Iraqi Tawafuq (Consensus) Front (Sunni Arab) 44; Allawi’s Iraqiya 25; Iraqi Front for National Dialogue (Sunni 

Arab) 11, Kurdish Islamic Union 5 (remaining 

9 seats divided between, Al-Risaliyun, Liberation and Reconciliation Gathering; Iraqi Turkmen Front, Al-Rafidain, Mithal Al-Alousi, Yezidi Movement). 

135
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

169. 2MarDiv FragO 660-05 “Re-Establish Iraqi Control Of The Border Celebration,” S-0267-06\PublishedFragOrders; 

“312200CDec05.Force.Laydown,” S-0261-06\ 

Dec05; II MEF, G3 Future Ops ComdC JD05 

4Feb06; S-4523-06\G-3\FOPS. 

170. 2MarDiv G-3 ComdC Dec05; 

“312400CDec05.3.1.Op.Red.Bull” “Green Trident” and “Bulldog,” S-0261-06\Dec05. The 85 

small caches found by 1st Recon Bn yielded 

an impressive quantity of munitions: 742 artillery rounds, 980 mortar rounds, 70 rockets, 17 

small arms weapons, 14 RPG launchers, 183 

RPG rounds and 149 grenades. 3d Bn 1st Marines found the following in its 63 caches: 77 

artillery rounds, 163 mortar rounds, 72 rockets, 24 small arms weapons, 15,700 small arms 

munitions, 1925 anti-aircraft rounds, 15 RPG 

launchers, 72 RPG rounds, 18 grenades, and 

78 electronic devices. No end seemed in sight 

for the quantity of munitions available to insurgents of all kinds. 

171. II MEF, “312301CJan06.MNFW.Operations.Rollup.As.Of.28Jan2400c.Complete,” 

S-0261-05\Jan06. 

172. II MEF FOPS ComdC JD05. 

173. 2MarDiv G-3 ComdC Dec 05; casualties from POC 060103. 

Chapter 11 

174. In the strange nomenclature of the 

Joint Staff, the II MEF 2004-2005 deployment, 

known as Operation Iraqi Freedom (OIF) 04­

06.1 and 06.2 would be relieved in 2006 by I 

MEF’s 2006-07 deployment, known in its two 

increments as: OIF 05-07.1 and 07.2. For obvious reasons, these terms are not used in this 

history. 

175. II MEF, “Al Anbar: Near Term Way 

Ahead (13Jan06),” S-4557-06\G3 1of7\V Corp 

Brief on Al Anbar (13 Jan) (ver5.2). 

176. Ibid. 

177. “MNF-W Combat Operations in Review (28Jan06),” S-0262-06\Jan06; 22nd MEU 

ComdC JJ06; POC 060103-060228. 

178. POC 060120. 

179. II MEF Sitrep 051231, S-0259-06\MNFW Sitreps\Dec05, already showing departure 

of 155th Bde. 

180. Turnover data from POC 060101­

060228, passim. 

181. Mattis to au tel interview 12Oct07. 

Johnson comment on draft mansuscript 27 

May 08. 

182. I MEF ComdC JJ06. 

183. http://www.defenselink.mil/utility/ 

printitem.aspx?print=http://www.defenselink. 

mil/transcripts/transcript.aspx?transcriptid=879 

184. “MNF-W Combat Operations in 

Review”(28Jan06), S-0262-06\Jan06. 

185. POC 060301. 

Chapter 12 

186. 5th CAG ComdC Sept-Dec05; 4th CAG 

ComdC JD05; 5th CAG ComdC JD05; 6th CAG, 

“Finding Guide for the Records of the 6th Civil 

Affairs Group (Provisional),” in a 362Mb disc 

filed with the ComdC JD05 and Jan-May06. 

Operational archives of 5th CAG are in S-4488­

06, for 6th CAG in S 0237, 0238, 0243-06. 

187. II MEF Presidential Unit Citation Award 

Recommendation 2005–2006, RefSect. 

188. MAG-26 ComdC Mar05; VMU-1 and 

VMU-2, ComdC 2005; II MEF Aviation Universal Needs Statements on UAV, common data/ 

ground links and pods are contained in S-0265­

06. 

189. 2d MAW, “Operation Matador 8-14 May 

Rollup;” S-0265-06\Aviation Strike Reports. 

190. “MNF-W Combat Operations in Review (28Jan06), S-0262-06\Jan06. 

191. 2d MLG, CLR-25, CLB-2, CLB-8 ComdC March-December 2005. 

192. “MNF-W Combat Operations in Review (28Jan06), S-0262-06\Jan06. 

193. U.S. Marine Forces Central Command 

ComdC Aug-Dec05. 

194. Lieutenant Colonel John P. Piedmont 

USMCR, “The Formation And Deployment Of 

Marine Special Operations Command Detachment One” (Quantico: Marine Corps Historical 

Center, 2006). 

195. 4th MEB (AT) ComdC 2004-2005; Antiterrorism Bn, 4th MAB(AT) ComdC 2004-2005 

196. Carter Malkasian, “Did the Coalition 

Need More Forces in Iraq? Evidence from Al 

Anbar,” (Alexandria: Center for Naval Analyses, 18 November 2006), 9-10. 

136
 
 

Appendix A 

Command and Staff liSt 

I Marine Expeditionary Force (Fwd) 

Commanding General: LtGen James T. Conway (–11 September 2004); LtGen John F. Sattler 

Deputy Commanding General: MajGen 

Keith J. Stalder (–29 May 2004); BGen Dennis 

J. Hejlik 

Chief of Staff: Col John C. Coleman 

G-1: Col William J. Hartig (–26 May 2004); 

Col Eric D. Bartch 

G-2: Col James R. Howcroft (–30 June 2004); 

Col Ronald S. Makuta 

G-3: Col Larry K. Brown (–30 June 2004); 

Col Michael R. Regner 

G-4: Col Bruce E. Bissett (–30 June 2004); 

Col Andrew Reynosa 

G-5: Col Anthony L. Jackson; Col Richard 

O. Bartch 

G-6: Col Marshall I. Considine; LtCol Martin 

E. Lapierre 

G-7: Col Richard W. Spencer 

G-9: Maj Florian Limoco (–23 August 2004); 

Maj Banjamin P. Stinson 

I MEF Headquarters Group: Col John C. 

Cunnings; Col Joseph H. Bruder IV (7 June–) 

1st Marine Division (-)(Rein) 

Commanding General: MajGen James N. 

Mattis (1 January–19 August 2004); MajGen 

Richard F. Natonski 

Assistant Division Commander: BGen John 

F. Kelly (1 January–15 July 2004); BGen Joseph 

F. Dunford, Jr. 

Chief of Staff: Col Joseph F. Dunford Jr. (1 

January–15 July 2004); Col Robert J. Knapp (16 

July 2004–) 

G-1: LtCol Robert R. Kosid (1 January–30 

August 2004); Col Geffrey L. Cooper (31 August–) 

G-2: LtCol Michael S. Groen (1 January–15 

July 2004); LtCol George H. Bristol (16 July 

G-3: LtCol Clarke R. Lethin (1 January–31 

May 2004); LtCol Joseph A. L’etoile (1 June– 

14 July 2004); Col Lawrence D. Nicholson (15 

July-13 August 2004); LtCol Joseph A. L’etoile 

(14 August–27 January 2005); Col Lawrence D. 

Nicholson (27 January–1 April 2005) 

G-4: LtCol John J. Broadmeadow (1 January–14 March 2004); LtCol Jeffrey Q. Hooks (15 

March–31 August 2004); Col Jeffrey M. Horigan 

(1 September–21 November 2004); Col Gregory R. Dunlap (22 November 2004–) 

G-6: LtCol Paul Miller (1 January–5 October 2004); LtCol Brian M. Barton (6 October–31 

December 2004); LtCol Paul Miller (1 January 

2005–30 March 2005) 

G-7: LtCol Daniel J. Odonohue (22 February–31 May 2004); Col Michael A. Shupp (1 

June–14 September 2004); LtCol Jeffery W. Fulz 

(15 September 2004–30 March 2005) 

G-X: Col Michael W. Manske (1 January–30 

June 2004); Col Ralph N. Brown 

Headquarters Battalion: LtCol Michael A. 

Biszak: Col Stephen C. Baker 

2d Battalion, 4th Marines: LtCol Paul J. Kennedy 

2d Battalion, 5th Marines: LtCol Newman 

3d Battalion 24th Marines: LtCol Milton L. 

Wick 

3d Battalion 11th Marines (Prov. MP): LtCol 

Thomas J. Connally 

2d Battalion 11th Marines (Prov. MP): LtCol 

Michael M. Frazier 

Regimental Combat Team 1: Col John A. 

Toolan (to 13 September 2004); Col Michael A. 

Shupp 

2d Battalion, 1st Marines: LtCol Gregory P. 

Olsen 

3d Battalion, 1st Marines: LtCol Willard A. 

Buhl 

2d Battalion 2d Marines: LtCol James G. 

Kyser 

1st Battalion, 5th Marines: LtCol Brennan T. 

Byrne 

3d Battalion, 5th Marines: LtCol Patrick J. 

Malay 

2d Battalion, 24th Marines: LtCol Mark A. 

Smith 

1st Reconnaissance Battalion: LtCol Rory E. 

Talkington; LtCol Joseph C. Marello 

2d Reconnissance Battalion: LtCol D. R. 

Knight 

Regimental Combat Team 7: Col Craig A. 

Tucker 

137
 
3d Battalion, 4th Marines: LtCol Bryan P. 

McCoy 

1st Battalion, 7th Marines: LtCol Christopher Woodbridge 

2d Battalion, 7th Marines: LtCol Philip C. 

Skuta 

3d Battalion, 7th Marines: LtCol Matthew A. 

Lopez 

1st Battalion, 8th Marines: LtCol Brandl 

1st Battalion, 23d Marines: LtCol Stevens 

1st Light Armored Reconnaissance Battalion: LtCol William R. Constantini 

3d Light Armored Reconnaissance Battalion: LtCol Stephen R. Dinauer 

1st Brigade, 1st Infantry Division: Col Arthur W. Conner 

2d Brigade, 2d Infantry Division: Col Gary 

S. Patton 

3d Marine Aircraft Wing (–)(Rein) 

Commanding General: MajGen James 

F. Amos (–30 May 2004); Maj Gen Keith J. 

Stalder 

Chief of Staff: Col Gerald A. Yingling; Col 

Rex C. McMillian (1 July–17 October 2004); Col 

Rick W. Schmidt 

G-1: Col Paul D. McGraw (–25 April 2004); 

LtCol Douglas G. Olbrich 

G-2: LtCol David M. Wargo (–31 August 

2004); LtCol Andrew P. Veith (1 September 

30–November 2004); Maj Christopher A Radford 

G-3: Col Jonathan G. Miclot; Col Curtis E. 

Haberbosch (1 July–19 August 2004); Col Kenneth J. Lee 

G-4: Col Donald W. Zautcke; Maj Kevin C. 

Rosen (1-31 July 2004); Maj Ignacio Soria 

G-5: Maj Michael R. Kennedy (10 February–31 March 2004); Maj Gregory W. Taylor (1– 

22 April 2004); Maj Arend G. Westra (23 April 

2004–30 September 2004); Maj Richard C. Andersen 

G-6: LtCol Rodney H. Taplin; LtCol Steve A. 

De La Cruz (1 July–1 December 2004); LtCol Ira 

M. Cheatham 

G-9: LtCol Johnathan L. Pirkey 

Marine Wing Headquarters Squadron 3: LtCol Glenn A. Murray (–15 April 2004); LtCol 

David A. Demorat 

Marine Aircraft Group 16: Col Stuart L. Knoll 

(–15 April 2004); Col Guy M. Close 

HMLA-36: LtCol Stephen W. Hall 

HMLA-169(-): LtCol Lloyd A. Wright 

HMM-268: LtCol David S. Foy 

HMM-365: LtCol James S. O’Meara 

HMM-774, 4TH MAW: LtCol John M. McGonagle 

HMH-361: LtCol Anthony L. Winters 

VMFA(AW)-242: LtCol Kevin M. Iiams 

VMA-542: LtCol R. A. C. Sanborn 

VMA-311: LtCol C. A. Arnold 

571st Air Ambulance Company (Army): Major Eric G. Rude 

Marine Wing Support Group 37: Col Juan 

G. Ayala 

Marine Air Control Group 38: Col Ron R. 

McFarland; Col Jonathan G. Miclot (from 1 July 

2004) 

VMU-1: LtCol John H. Newman 

VMU-2: Lt Col Douglas M. Hardison 

1st Force Service Support Group (–)(Rein): 

Commanding General: BGen Richard S. 

Kramlich 

Chief of Staff: Col Charles L. Hudson; Col 

Tracy L. Mork 

G-1: LtCol Mark C. Hickman; LtCol Lyle E. 

Forcum (15 February 2005); Capt Richard C. 

Garcia (16 February–15 March 2005) 

G-2: Capt Robert B. Burgess (30 January–1 

April 2004); Capt Craig R. Schwetje; Capt Robert B. Burgess (1 January–April 2005) 

G-3: Col Lawrence D. Foy; Col John P. 

Sheehan 

G-4: LtCol Todd L. Lloyd (–6 June 2004); LtCol Erick P. Thomas (7 June–14 March 2005) 

G-6: LtCol James B. Fritz (–31 June 2004); 

Maj Robert K. Maldonado 

2d Battalion, 10th Marines (Provisional Security): LtCol Terrence P. Brennan 

Headquarters and Service Battalion: LtCol 

Thomas N. Collins (–May 2004); Maj Harold B. 

Eggers (6–9 May 2004); Maj Emily J. Elder (10 

May–30 June 2004); LtCol Thomas B. Eipp 

BSSG-1: Col Gregory R. Dunlap 

CSSG-11 (1st Transportation Support Bn): 

Col David B. Reist; Col Elvis E. Blumenstock 

138
 
CSSG-15 (1st Supply Bn): Col Michael E. 

Kampsen; Col John T. Larsen 

CSSB-7 (1st Maintenance Bn): LtCol Adrian 

W. Burke; LtCol Drew T. Doolin 

CSSB-1 (7th Engineer Support Bn): LtCol 

John M. Schultz; LtCol Kurt M. Kemster 

120th Engineer Battalion Combat, Heavy 

(Army): LtCol William E. Bartheld 

I MEF Engineer Group 

Commanding: Rear Admiral Raymond K. 

Alexander 

Rear Admiral Charles R. Kubic 

11th Marine Expeditionary Unit (SOC): Col 

Anthony M. Haslam 

BLT 1/4: LtCol John L. Mayer 

HMM-166 (Rein): LtCol John W. Guthrie 

MSSG-11: Lieutenant Col Ted A. Ruane 

13th Marine Expeditionary Unit (SOC) (OpCon MND-S) (11–25 October 2003): Col Michael R. Regner 

BLT 1/1: LtCol Brian D. Beaudreault 

HMM-163: LtCol Bruce A. Haines 

MSSG-13: LtCol ScottA. Dalke 

24th Marine Expeditionary Unit: Col R. J. 

Johnson 

BLT 1/2: LtCol Durkin
 

HMM-263: LtCol Osbourne
 

MSSG-24: LtCol Coglianiese
 

31st Marine Expeditionary Unit: Col W. Lee 

Miller 

BLT 1/3: LtCol Michael R. Ramos 

HMM-265: (Rein) LtCol M. G. Glavy 

MSSG-31: LtCol J. Vohr 

Task Force Black Watch (UK) 

1st Battalion, The Black Watch Regiment: 

LtCol J. Cowan 

3d Civil Affairs Group: Col Michael Walker 

4th Civil Affairs Group: Col John R. Ballard 

II Marine Expeditionary Force (Fwd) 

Commanding General: MajGen Stephen T. 

Johnson; MajGen Richard A. Huck (31 January–28 February 2006) 

Deputy Commanding General: BGen 

Charles S. Patton 

Chief of Staff: Col John L. Ledoux 

G-1: LtCol John R. Armour; Maj Blair 

S.Miles 

G-2: Col John T. Cunnings; 

G-3: Col Glen T. Starnes; Col Thomas L. 

Cariker 

G-4: Col John J. Fitzgerald; Col Donald C. 

Hales 

G-5: Col Kenneth D. Bonner 

G-6: Col Sean T. Mulcahy 

G-8: Col Steven B. Vitali 

G-9: Col Edward D. Daniel 

II MEF Headquarters Group: Col Daniel E. 

Leshchyshyn 

2d Marine Division 

Commanding General: MajGen Richard A. 

Huck 

Assistant Division Commander: BGen Joseph J. McMenamin; BGen James L. Williams 

Chief of Staff: Col Robert G. Sokoloski 

G-1: LtCol Jack Ciesla 

G-2: LtCol Andrew J. Gillan 

G-3: Col Robert H. Chase (–10 August 

2005); Col John P. Holden 

G-4: Col Michael E. Rudolph 

G-6: LtCol Scott R. Sizemore 

G-7: Col Richard B. Fitzwater 

Headquarters Battalion: Col David K. 

Hough 

1st Battalion, 5th Marines: LtCol Eric M. 

Smith 

3d Battalion, 7th Marines: LtCol Roger B. 

Turner Jr. 

Regimental Combat Team 2: Col Stephen 

W. Davis 

3d Battalion 2d Marines: LtCol Timothy S. 

Mundy 

3d Battalion 6th Marines: LtCol Julian D. Alford 

2d LAR Battalion: LtCol Richard A. DeForest 

(–5 July 2005); LtCol Austin E. Renforth 

1st LAR Battalion: LtCol Robert R. Kosid 

3d Battalion 25th Marines: LtCol Lionel B. 

Urquhart 

3d Battalion 1st Marines: LtCol Jeffery R. 

Chessani 

139
 
4th Squadron, 14 Calvary: LtCol Mark A. 

Freitag 

3d Battalion, 504th Infantry Regiment: LtCol 

Larry Swift 

2d Battalion, 114th Field Artillery Regiment: 

LtCol Gary E. Huffman 

Regimental Combat Team 8: Col Charles 

M. Gurganus (–9 August 2005); Col David H. 

Berger 

3d Battalion 8th Marines: LtCol Steve M. 

Neary 

2d Battalion 2d Marines: LtCol James J. Minick 

1st Battalion 6th Marines: LtCol William M. 

Jurney 

2d Battalion 6th Marines: LtCol Scott D. Aiken 

3d Battalion 4th Marines: LtCol Andrew R. 

Kennedy 

2d Battalion 7th Marines: LtCol Joseph A. 

L’Etoile 

3d Reconnaissance Battalion: LtCol Daniel 

R. Masur 

1st Reconnaissance Battalion: LtCol Joseph 

C. Marello 

2d Brigade Combat Team, 2d Infantry Division, U.S. Army: Col Gary S. Patton 

2d Brigade Combat Team, 28th Infantry Division (Mechanized): Col John Gronski 

224th Engineer Battalion, Iowa National 

Guard: LtCol Todd M. Jacobus 

2d Marine Aircraft Wing (Fwd) 

Commanding General: BGen Robert E. Milstead 

Chief of Staff: Col John T. Rahm; Col Thomas M. Murray 

G-1: CWO Donald F. Page; Maj Robert A. 

Haughton 

G-2: Col Robert K. Beauchamp; LtCol Dieter G. Jobe 

G-3: Col John C. Kennedy; Col Darrell L. 

Thacker 

G-4: Col Robert J. Drummond; Col Peter M. 

Warker 

G-6: LtCol Kenyon M. Gill (–23 April 2005); 

Maj James E. Munroe 

Marine Wing Headquarters Squadron 2 

(Fwd): LtCol Todd W. Schlund; Maj Elmer K. 

Couch 

Marine Aircraft Group 26 (-)(Rein): Col 

Thomas M. Murray; Col David J. Mollahan 

VMFA-224: LtCol Wilber E. Thomas 

VMFA-332: LtCol David A. Wilbur 

VMFA (AW)-142: LtCol Charles B. Sagebiel 

VMFA (AW)-242: LtCol Kevin M. Iiams 

VMFA-224(AW): LtCol Wilbur E. Thomas 

VMFA-142: LtCol Charles B. Sagebiel 

VMA-223: LtCol Andrew G. Shorter 

VMA-311: LtCol Robert C. Kuckuk 

VMAQ-1: Col Mark E. Wakeman 

VMAQ-2: LtCol Michael W. George 

VMAQ-4: LtCol Phillip K. Zimmerman 

HMLA-167: LtCol Lawrence E. Killmeier 

HMLA-269: LtCol Joseph M. Jeffrey 

HMLA-369: LtCol Thomas D. Weidley 

HMLA-775: LtCol Bruce S. Orner 

HMM-161: LtCol Robert M. Brassaw 

HMM-264: LtCol Gregory M. Douquet 

HMM-266: LtCol Joseph E. George (–18 December 2005); LtCol Leo A. Kilgore 

HMM-364: LtCol Michael R. Hudson 

HMM-764: LtCol Jacques C. Naviaux 

HMM-774: LtCol John J. McGonagle 

HMH-465: LtCol Paul A. Pond 

HMH-466: LtCol John H. Celigoy 

DET, VMGR-252: LtCol Kenneth Zielick 

571st Air Ambulance Company (Army): Maj 

Eric G. Rude 

82d Medical Company (Army): Maj Dustin 

K. Elder 

Marine Wing Support Group 27 (Fwd): Col 

Scott M. Anderson 

Marine Air Control Group 28: Col Mark R. 

Cyr 

VMU-1: LtCol John H. Newman 

VMU-2: LtCol Mark A. Werth 

2d Force Service Support Group (Fwd) 

2d Marine Logistics Group (Fwd) [as—of 9 November 2005] 

Commanding General: BGen John E. 

Wissler 

Chief of Staff: Col J. E. McCown 

G-1: Major Mark R. Schroeder (–April 2005); 

Major John J. Depinto 

G-2: Capt Ryan P. Januaryosek (–July 2005); 

Major Eugene P. Wittkof 

140
 
G-3: LtCol Francis X. Carroll (–July 2005); 

Col Paul K. Durkin 

G-4: Major David E. Jones (–March 2006) 

G-6: LtCol Carlos O. Urbina (–March 2005); 

LtCol Karl J. Gannon (–July 2005); LtCol Douglas E. Mason 

Headquarters and Service Battalion(-) 

(Rein): LtCol J. R. Gambrino; Maj P. T. Deutsch 

(22–28 Septembert 2005); LtCol D. M. Smith 

2d Battalion, 112th Infantry: LtCol W. A. 

Hall 

2d Battalion, 130th Infantry: LtCol Mark 

Jackson 

8th Engineer Support Battalion (-)(Rein): 

LtCol T. V. Williams (to–5 June 2005); LtCol D. 

W. Elzie 

Combat Logistics Battalion-2: Col W. S. Aitkin (–29 August 2005); LtCol B. E. Nickle 

Combat Logistics Battalion-8: LtCol P. N. 

Kelleher (–11 September 2005); LtCol F. X. Carroll 

Combat Logistics Regiment-25: Col Robert 

W. Destafney (–11 Septembert 2005) 

141
 
142
 
 

Appendix B
 

SeleCted gloSSary of termS and abbreviationS 

AA–Assault Amphibian 

AAA–Antiaircraft Artillery 

AAOE–Arrival and Assembly Operations Echelon 

AAV–Amphibious Assault Vehicle 

ACE–Aviation Combat Element 

ADC–Assistant Division Commander 

ADOCS–Automated Deep Operations Coordination System 

APOD-Air Port of Debarkation 

APOE–Air Port of Embarkation 

ASLT–Air Support Liaison Team 

ASOC–Air Support Operations Center 

ASP–Ammunition Supply Point 

ATARS–Advanced Tactical Air Reconnaissance System 

ATO–Air Tasking Order 

BCL–Battlefield Coordination Line 

BCT–Brigade Combat Team 

BDA–Battle Damage Assessment 

BFT–Blue Force Tracker 

BSSG–Brigade Service Support Group 

C2PC–Command and Control Personal Computer 

CBR–Counter Battery Radar 

CE–Command Element 

CEB–Combat Engineering Battalion 

CENTCOM–U.S. Central Command 

CFACC–Coalition Forces Air Component Commander 

CFLCC–Coalition Forces Land Component Commander 

CG–Commanding General 

CGS–Common Ground Station 

CIP–Combat Identification Panel 

Class II–Batteries 

Class VIII–Medical Supplies 

Class IX–Repair Parts 

CMOC–Civil-Military Operations Center 

CPAO–Consolidated Public Affairs Office 

CP-Command Post 

CPX–Command Post Exercise 

CRAF–Civil Reserve Air Fleet 

CSS–Combat Service Support 

CSSB–Combat Service Support Battalion 

CSSC–Combat Service Support Company 

CONPLAN–Contingency Plan 

143
 
CONUS–Continental United States 

COP–Common Operational Picture 

DA–Dispersal Area 

DAC–Division Administration Center 

DASC–Direct Air Support Center 

DIA–Defense Intelligence Agency 

DOC–Deployment Operations Center 

DS–Direct Support 

DSA–Division Support Area 

EMCON–Emissions Control 

EOD–Explosive Ordnance Disposal 

EPW–Enemy Prisoner of War 

FAC–Forward Air Controller 

FAD–Field Artillery Detachment 

FARP–Forward Arming and Refueling Point 

FOB–Forward Operating Base 

FOE–Follow on Echelon 

FPOL–Forward Passage of Lines 

FRAGO–Fragmented Order 

FRSS–Forward Resuscitative Surgery System 

FSCC–Fire Support Coordination Center 

FSS–Fast Sealift Ships 

FSSG–Force Service Support Group 

GBS–Global Broadcasting System 

GCE–Ground Combat Element 

GOSP–Gas-Oil Separation Plant 

HDR–Humanitarian Daily Ration 

HET–Human Exploitation Team 

HF–High Frequency 

HHA–Hand Held Assay 

HUMINT–Human Intelligence 

IC–Intelligence Community 

IMINT–Image Intelligence 

IMO–Information Management Officer 

IO–Information Officer 

IPSA–Intermediate Pumping Stations 

JDAM–Joint Direct Attack Munition 

JMEM–Joint Munitions Effectiveness Manual 

JSTARS–Joint Surveillance and Target Attack Radar System 

KAF–Kuwaiti Armed Forces 

KI–Killbox Interdiction 

KLF–Kuwaiti Land Forces 

KMOD–Kuwaiti Ministry of Defense 

LAR–Light Armored Reconnaissance 

LASER–Light Amplification through Stimulated Emission of Radiation 

144
 
LAV–Light Armored Vehicle 

LD–Line of Departure 

LOC–Line of Communication 

LSA–Life Support Area; Logistical Support Area 

LTO–Logistics Tasking Order 

LZ–Landing Zone 

MACCS–Marine Air Command and Control Squadron 

MAG–Marine Air Group 

MAGTF–Marine Air-Ground Task Force 

MANPAD–Man-Portable Air Defense 

MARCORSYSCOM–Marine Corps Systems Command 

MAW–Marine Aircraft Wing 

MCIA–Marine Corps Intelligence Activity 

MCRE–Marine Corps Readiness Evaluation 

MCWL–Marine Corps Warfighting Laboratory 

MDACT–Mobile Data Automated Communication Terminal 

MEB–Marine Expeditionary Brigade 

MEF–Marine Expeditionary Force 

MEFEX–Marine Expeditionary Force Exercise 

MEG–MEF (Marine Expeditionary Force) Engineer Group 

MEWSS–Mobile Electronic Warfare Support System 

MLC–Marine Logistics Command 

MOD–Ministry of Defense (Kuwait) 

MOI–Ministry of the Interior (Kuwait) 

MOPP–Mission Oriented Protective Posture 

MOS–Military Occupational Specialty 

MOUT–Military Operations on Urban Terrain 

MP–Military Policy 

MPF–Maritime Prepositional Force 

MPSRON–Maritime Prepositioning Ship Squadron 

MRLS–Multiply Rocket Launcher System 

MSC–Major Subordinate Command 

MSTP–MAGTF Staff Training Program 

MWSG–Marine Wing Support Squadron 

MWSS–Marine Wing Support Squadron 

NBC–Nuclear, Biological, and Chemical 

NBCRS–Nuclear, Biological, and Chemical Reconnaissance System 

OCD–Obstacle Clearing Detachment 

OMC-K Office of Military Cooperation-Kuwait 

OPCON–Operation Control 

OPLAN–Operations Plan 

OPP–Offload Preparation Party 

OPT–Operational Planning Team 

ORCON–Originator Controlled 

OSW–Operation Southern Watch 

145
 
PA–Public Affairs 

PALT–Public Affairs Liaison Team 

PIR–Priority Intelligence Requirement 

PLI–Position Location Information 

POL–Passage of Lines 

POW–Prisoner of War 

PRR–Personal Role Radio 

QRF–Quick Reaction Force 

RA–Regular Army 

RCT–Regimental Combat Team 

RFF–Requested for Forces 

RG–Republican Guard 

RGFC–Republican Guard Forces Command 

RIP–Relief in Place 

ROC–Rehearsal of Concept 

ROZ–Restrical Operation Zone 

RRP–Refueling and Replenishment Point 

RSO&I–Reception, Staging, Onward Movement and Integration 

RUC–Reporting Unit Code 

SAPOE–Sea and Aerial Ports of Embarkation 

SAM–Surface-to-Air-Missile 

SASO–Security and Stabilization Operations 

SIGINT–Signal Intelligence 

SIPRNET–Secret Internet Protocol Routed Network 

SLTLP–Survey, Liaison, and Reconnaissance Party 

SMART-T–Secure Mobile Antijam Reliable Tactcal Terminal 

SOP–Standing Operating Procedure 

SRG–Special Republican Guard 

SPINS–Special Instructions 

SPOD–Sea Port of Debarkation 

SPOE–Sea Port of Embarkation 

SSE–Sensitive Site Exploitation 

SSM–Surface-to-Surface Missile 

TAA–Tactical Assembly Areas 

TACON–Tactical Control 

T/E–Table of Equipment 

TEWT–Tactical Exercise Without Troops 

TIO–Target Information Officer 

TIP–Thermal Identification Officer 

T/O–Table of Organization 

TPC–Target Procesing Center 

TPFDD–Time-Phased Force Deployment Data 

146
 
 

Appendix C 

Chronology of eventS 

2003 

1 August 

Medium Helicopter Squadron-165 (HMM-165) 

becomes the last Marine Corps aircraft squadron 

to return from the initial Iraq campaign. 

3 September 

I MEF transfers authority to the Polish-led Multinational Division (Center-South). Three weeks 

later, 1st Battalion, 7th Marines, handed control 

of an-Najaf to a Spanish-led force (22 September). The delay in the second transfer stemmed 

from a violent upheaval in the city beginning on 

29 August. 

11-25 October 

13th MEU (SOC) in al-Faw region, under operational control of the British command in Southeastern Iraq, conducts Operation Sweeny. 

5 November 

U.S. Secretary of Defense Donald H. Rumsfeld 

announces the Marine Corps return to Iraq as 

part of the next U.S. troop rotation. 

21 November 

The Marine Corps reaches its lowest point in 

overseas deployments during 2003, with less than 

11,000 Marines (excluding personnel permanently stationed overseas). 

27 November 

General Michael W. Hagee, Commandant of 

the Marine Corps, announces Marine Corps rotation policy for Iraq. 

9 December 

Company C, 4th Light Armored Reconnaissance Battalion, returns to home station after 

three months in Iraq followed by a six-month 

Unit Deployment Program rotation in Japan. 

2004 

14 January 

I MEF begins its deployment from the United 

States. 

February-March 

Arrival and assembly of I MEF, covering over 

800 kilometers from the staging areas in Kuwait 

to Forward Operating Base St. Mere, Iraq. 

15 March 

3d Marine Aircraft Wing assumed responsibility for airspace management and aviation support 

for the area of operations in al-Anbar Province. 

20 March 

1st Marine Division transfers authority with 

82d Airborne Division, thus I MEF assumes duty 

as Multinational Force–West. 

25-27 March 

Marines of RCT-1 conduct offensive actions at 

the northeastern sector of the city of Fallujah, succeeded in taking control of the Cloverleaf intersection. 

28 March 

3d Brigade, 82d Airborne Division is relieved 

by 1st Marines, detaches from 1st Marine Division operational control, the last major relief in 

al-Anbar Province. 

31 March 

Insurgents ambush four armed security contractors riding in two unmarked all-terrain vehicles from security services contractor Blackwater 

USA. The four Americans die amid a volley of 

hand grenades, and a local mob desecrates the 

bodies, setting fire to them, and hanging two of 

them inverted from the nearby Old Bridge over 

the Euphrates River. 

April 

The first Fallujah battle under Operation Vigilant Resolve (3-30 April 2004). 2d Battalion, 1st 

Marines, and 1st Battalion, 5th Marines, moves 

into to the volatile Iraqi city of Fallujah. 2d Battalion, 2d Marines, blocks access from the south, 

and later 2d Battalion, 4th Marines joins the assault force. The purpose is to isolate and seek 

out insurgents holing up in the city following the 

murder and mutilation of the four American contractors. The bitter fighting throughout the month 

leaves numerous Marines dead or wounded and 

with no real peace after the Coalition orders Marines to scale down attacks and eventually withdraw from the city before a decisive offensive can 

147
 
be launched. Although a tenuous cease-fire continues in effect for Fallujah, Shi’a [al-Sadr] militia 

begin spreading violence to several other cities, 

including parts of Baghdad, Kut, Karbala, and 

Najaf. 

4 May 

The U.S. Joint Chiefs alert 24th MEU that it 

will be sent on 24 July, two months earlier than 

planned. 

29 May 

Major General James F. Amos turns over command of the 3d Marine Aircraft Wing on to Major 

General Keith J. Stalder and departs to take command of the II MEF at Camp Lejeune, NC. 

27 May 

11th MEU departs the U.S. ahead of the planned 

sortie date of 17 June as part of Expeditionary 

Strike Group 3, commanded by Marine Brigadier 

General Joseph V. Medina, as U.S. forces concentrate to respond to insurgent successes. 

28 June 

The “transfer of sovereignty” to Iraq. The 

U.S.-led Coalition Provisional Authority dissolves 

itself, and legal authority devolves upon the appointed Iraqi Interim Government (IIG), with U.S. 

and Coalition forces operating under the “all necessary measures” language of the United Nations 

Security Council resolutions that identified the 

state of conflict existing in Iraq and the need for 

the Multinational Force to conduct operations and 

to detain individuals in order to help establish a 

secure environment. The U.S.-led Coalition transferred sovereignty two days early to the interim 

Iraqi government. The surprise early handover 

was done in the hope that it would decrease insurgents’ chances to sabotage Iraq’s step toward 

self-rule. 

30 June 

Marines raise the American flag over the new 

U.S. Embassy in Baghdad, marking the first time 

the American flag has flown there in 13 years. 

16 July 

11th MEU begins arriving in an-Najaf. 

24 July 

24th MEU reports to 1st Marine Division and 

begins operations in the province of North Babil, 

Iraq. 

31 July 

11th MEU assumes operational control of the 

an-Najaf and al-Qadisiyah provinces in Iraq, initially working under the Polish-led Multi-National 

Division (Central-South), but then reports to I 

MEF on 8 August, for the same area. 

5-27 August 

Combat in an-Najaf: A cease-fire signed in June 

between members of radical Shi’ite cleric Muqtada al-Sadr’s militia and Iraqi officials in Iraq ended 

when the militia launched attacks against Marines 

of the 11th MEU and Iraqi security forces in Najaf. After failed negotiations by Iraqi authorities, 

the final operations began the night of 24 August, with Marines and Army cavalrymen battling 

through the streets and buildings through the following day, culminating with Marines encircling 

the Imam Ali Mosque at a distance of 100 meters 

by the end of the 25th. Amid heavy fighting, the 

issue never came into doubt. However, the Sadr 

militia had suffered terrible losses, and resistance 

came to an end. A face-saving settlement brokered by Grand Ayatollah Sistani brought truce 

on 27 August, and the insurgents withdrew from 

the city. 

29 August 

Major General James N. Mattis relinquishes 

command of 1st Marine Division to Brigadier 

General Richard F. Natonski and departs for 

Quantico, Virginia, where he will take command 

of the Marine Corps Combat Development Command. Natonski is frocked to the grade of major 

general after taking command of the 1st Marine 

Division. 

12 September 

Lieutenant General John F. Sattler becomes 

commanding general, I MEF, relieving Lieutenant 

General James T. Conway, who departs to the 

Pentagon to become the Director of Operations, 

J-3, Joint Staff. 

18 September 

31st MEU begins training ashore in Kuwait at 

the Udairi Range. 

7 October 

148
 
The Marine Corps schedules its last undeployed 

Marine Corps Reserve infantry battalion, 3d Battalion, 25th Marines, for Iraq in early 2005. 

29 October 

4th Marine Expeditionary Brigade (Anti-Terrorism) is activated as a non-rotational Anti-Terrorism Battalion. Unlike previous infantry units 

assigned in rotation, the new AT Battalion is permanently assigned to 4th MEB (AT) and exempted from the Unit Deployment Program rotation 

in order to concentrate on the battalion’s specialized mission of combating terrorism. 

8 November 

Beginning of the second Fallujah battle. The 

largest military operation since the opening days 

of Operation Iraqi Freedom began just after sunset 7 November as thousands of U.S. and Iraqi 

troops pushed into the insurgent-held city of Fallujah. The city had been in rebel control since 

April after I MEF was instructed to halt all offensives. Operation Phantom Fury (later renamed 

Operation Al Fajr or Dawn) began the evening 

after the Iraqi interim president declared martial 

law on the city and surrounding area. 

15 November 

Marines, soldiers, and Iraqi security forces 

overrun the last major sites of insurgent resistance 

in the southernmost section of Fallujah. Eightythree Marines and one Navy corpsman lost their 

lives in the November fighting, with hundreds 

more wounded. Mopping up operations continue 

through December with sporadic flurries of fighting. 

24-27 November 

Marines, British, and Iraqi forces launch Operation Plymouth Rock, aimed at asserting control 

of North Babil Province. 

1 December 

The Pentagon announces that the number of 

U.S. troops in Iraq will be increased from 138,000 

to about 150,000. The increase is due primarily 

to the need for increased security for the national 

elections scheduled for January 2005. 

6 December 

24th MEU reports for operations to the 1st 

Cavalry Division, continuing its missions in North 

Babil. 

21 December 

11th MEU assumes operational control of Karbala Province from the Multi-National Division 

(Central-South). 

22-23 December 

Operation Plymouth Rock II, again in North 

Babil. 

2005 

14 January 

All districts of Fallujah remain open for resettlement by city inhabitants. An estimated 30 percent 

of the population returns by the end of March. 

9-17 January 

3d Battalion, 4th Marines, deploys for the third 

time in the Iraq campaign. The first Marine Corps 

battalion to enter Baghdad in the opening days 

of the war in 2003, the unit was the first infantry 

battalion to deploy to Iraq three times, setting up 

camp near Fallujah. 

26 January 

A CH-53E crash in western Iraq claims the lives 

of 30 Marines and one sailor while conducting a 

security and stability operation near Ruthbah in 

western al-Anbar Province. Twenty-seven of the 

victims are from 1st Battalion, 3d Marines. This 

remains the war’s deadliest single event for U.S. 

forces. 

30 January 

A majority of Iraqi voters participate in an election conducted by their transitional government, 

electing a 275-member Transitional National Assembly. The vast majority of Sunnis boycott the 

election. 

6 February 

24th MEU is relieved by the incoming Army 

155th Brigade. 

14 February 

11th MEU is relieved by the incoming Army 

155th Brigade. 

14-16 February 

15th MEU arrives in Kuwait. 

149
 
20 February—5 March 

Operation River Blitz is begun by 1st Marine 

Division in support of the unit reliefs. RCT-7 follows with Operation River Bridge (10-17 March), 

continued by RCT-2 through 25 March. 

1 March 

3d MAW is relieved by 2d MAW as responsible 

for air operations in Multinational Force-West. 

7 March 

3d MAW completes the longest deployment 

in its 62-year history as it heads home after 13 

months in Iraq. 

11 March 

15th MEU moves to the southeastern edge of 

Baghdad and occupies Camp Falcon, operating 

(less aviation) under the operational control of 

the Army 3d Infantry Division. 

17 March 

The incoming 2d Marine Division executes its 

transfer of authority with 1st Marine Division. 

27 March 

The incoming II MEF conducts its transfer of 

authority with I MEF, which includes standing up 

as Multinational Force-West. 

11 April 

Insurgents attempt to overrun a Marine base 

on the Syrian border using small arms, mortars, 

suicide car bombs, and a fire truck loaded with 

explosives. The raid on Camp Gannon at Husaybah results in three wounded Marines but no 

American deaths. 

2 May 

Two VMFA-323 F-18 fighter jets collide over 

Iraq, killing both pilots. The planes had launched 

from the USS Carl Vinson in support of operations. 

7-14 May 

RCT-2 executes Operation Matador near the 

Iraq-Syria border. 

25 May 

Marines and other troops move into the Iraqi 

city of Haditha. 

15-16 June 

Heavy fighting in ar-Ramadi, where 1st Battalion, 5th Marines, operates under direction of the 

Army 2d Brigade, 2d Infantry Division. 

17-22 June 

RCT-2 executes its third major offensive in six 

weeks in western al Anbar. Operation Spear focuses on the rebel stronghold of Karabilah, near 

the Syrian border. 

28 June-6 July 

Operation Sword brings RCT-2 to the town of 

Hit, which becomes the first new town in area 

of operations Denver (western al-Anbar) that the 

Coalition permanently occupies. 

7 July 

RCT-2 launches it sixth offensive in al-Anbar 

province since May. Operation Scimitar begins 

with raids in the village of Zaidan, approximately 

20 miles southeast of Fallujah, where at least 22 

suspected insurgents are detained. 

22 July 

VMAQ-4 completes the first six-month deployment by an EA-6B Prowler squadron to Iraq. 

VMAQ-4 is replaced by VMAQ-1. 

23 July 

Insurgents score a particularly lethal car bomb 

ambush in Fallujah, resulting in the first women 

Marines killed during Operation Iraqi Freedom. 

The coordinated attack (small arms fire also hits 

the targeted convoy) leaves five Marines and 

one sailor dead and more than a dozen Marines 

wounded. 

3-6 August 

RCT-2 launches Operation Quick Strike, an offensive operation aimed at disrupting insurgent 

activities in the Iraqi cities of Hadithah, Haqliniyah, and Barwanah after 3d Battalion, 25th Marines, receives two lethal ambushes. 

30 September 

3d Battalion, 25th Marines, returns to Camp 

Lejeune. The Marine Corps reserve battalion lost 

48 men in action, including 19 over a two-day 

period in early August. 

15 October 

150
 
First phase of Operation Liberty Express takes 

place with the National referendum as Iraqis vote 

on the ratification of their new constitution. 

21 October 

13th MEU reports to 2d Marine Division for 

Operations. 

28 October 

U.S. reaches its peak strength to date in Iraq: 

161,000. 

5-17 November 

RCT-2 executes Operation Steel Curtain, assembling more than 4,500 Marines, sailors, and 

soldiers to clear three Euphrates River Valley 

towns along the Iraq-Syria border. 

1 December 

Ten Marines from 2d Battalion, 7th Marines, 

die and 11 others sustain wounds during a promotion ceremony. The Marines had gathered in 

an old flour mill near the Iraqi town of Fallujah 

for the ceremony when a hidden explosive device was triggered. 

5 December 

By message ALMAR 061/05, Headquarters Marine Corps announces a secondary mission for 

Marine Corps artillery units. The new mission 

assigns each artillery regimental headquarters and 

each battalion a secondary civil-military operations function. The artillery units are given the 

lead on civil-military operations in their respective Marine divisions to help relieve the Marine 

Corps Reserve civil affairs groups. 

15 December 

Operation Liberty Express: the Iraqi national 

election selects a permanent 275-member Iraqi 

National Assembly. 

21 December 

I MEF begins redeploying to Iraq. 

27 December 

13th MEU relieved by 26th MEU at al-Asad Air 

Base. 

2006 

5 January 2006 

With the departure of the Army 155th Brigade, 

II MEF relinquishes responsibility for North Babil, 

Karbala, and Najaf provinces and reverts to alAnbar Province as its sole operational responsibility. 

15-27 January 

1st Battalion, 2d Marines, and Iraqi army soldiers execute Operation Koa Canyon along the 

Western Euphrates River Valley in Iraq. 

8 February 

3d MAW relieves 2d MAW for air operations in 

al-Anbar Province. 

24 February 

4th Marine Expeditionary Brigade (Anti-Terrorism) (4th MEB (AT) is deactivated at Camp Lejeune. 

24 February 

Marine Corps Forces, Special Operations Command (MARSOC) is activated at Camp Lejeune, 

under the U.S. Special Operations Command. 

28 February 

I MEF relieves II MEF as Multinational ForceWest. 

19 March 

Third anniversary of Operation Iraqi Freedom. 

151
 
152
 
Appendix D 

reviewerS 

Gen James T. Conway 

Gen (Ret) Michael Hagee 

Gen James N. Mattis 

LtGen James F. Amos 

LtGen Richard S. Kramlich 

LtGen Richard F. Natonski 

LtGen John F. Sattler 

LtGen Keith J. Stalder 

MajGen Joseph F. Dunford, Jr. 

MajGen Dennis J. Hejlik 

MagGen (Ret) Richard A. Huck 

MajGen (Ret) Stephen T. Johnson 

MajGen John F. Kelly 

MajGen Robert E. Milstead, Jr. 

MajGen Michael R. Regner 

MajGen James L. Williams 

BGen David H. Berger 

BGen Charles M. Gurganus 

BGen Ronald J. Johnson 

BGen Kenneth F. McKenzie, Jr. 

BGen Thomas M. Murray 

BGen Lawrence D. Nicholson 

BGen (Ret) Charles S. Patton 

BGen David B. Reist 

BGen John A. Toolan, Jr. 

BGen John E. Wissler 

Col Scott M. Anderson 

Col (Ret) John R. Ballard 

Col Elvis E. Blumenstock 

Col Paul W. Brier 

Col (Ret) Larry K. Brown, Jr. 

Col Thomas L. Cariker 

Col Robert H. Chase 

Col (Ret) Guy M. Close 

Col Mark R. Cyr 

Col Stephen W. Davis 

Col Robert W. Destafney 

Col Paul K. Durkin 

Col Thomas C. Greenwood 

Col (Ret) Curtis E. Haberbosch 

Col (Ret) Anthony M. Haslam 

Col John P. Holden 

Col Michael E. Kampsen 

Col John C. Kennedy 

Col (Ret) Stuart L. Knoll 

Col (Ret) John T. Larson 

Col James K. La Vine 

Col Kenneth J. Lee 

Col Clarke R. Lethin 

Col (Ret) Ron R. McFarland 

Col (Ret) Steven E. McKinley 

Col Jonathan G. Miclot 

Col W. Lee Miller 

Col David J. Mollahan 

Col Glenn T. Starnes 

Col Michael A. Shupp 

Col Darrell L. Thacker 

Col Craig A. Tucker 

Col (Ret) Michael Walker 

LtCol Francis X. Carroll 

LtCol Joseph A. L’etoile 

153
 
154
 
Estes Covers 1-4.indd 2