Talking Proud --- Military

Battle for Fallujah, our warfighters towered in maturity and guts

It was called "Operation Dawn - al Fajr." D-Day was November 7, 2004, 1900 hours (7 pm Baghdad time). The fighting that followed was to be among the fiercest urban warfare battles fought in American history. There is and has been a great deal of controversy surrounding this attack on Fallujah. This report will address none of that controversy. Our primary focus is on the American military people who participated in Operation Dawn. We want to help our readers understand the kind of environment our forces faced in this battle, what the strategy and tactics were, and what the fight was like. We are going to do this in as detailed a way as our resources permit. Know this. It all came down to that 18 -19 year old who led his fire team into battle. These young men "towered over their peers outside the military in maturity and guts."

April 28, 2005

U.S. Army soldiers with 2nd Battalion, 7th Cavalry Regiment, prepare to clear neighboring buildings around a main objective during Operation Dawn - Al Fajr in Fallujah, Iraq, November 9, 2004. U.S. Army photo by Staff Sgt. Michael Nasworthy. Presented by US Department of Defense

This report is about US-Iraq "Operation Dawn," known as "Operation al Fajr" in Arabic, which occurred in Fallujah, Anbar Province, Iraq in November 2004. D-Day was November 7, 2004, at 1900 hours (7 pm Baghdad time), and the combined US-Iraqi force jumped off the line on schedule. The fighting that followed was to be among the fiercest urban warfare battles fought in American history.

There is and has been a great deal of controversy surrounding this attack on Fallujah, an attack against the same city that occurred earlier in April 2004, and fighting that has occurred following both these attacks. This report will address none of that controversy.

Our primary focus is on the American military people who participated in Operation Dawn. We want to help our readers understand the kind of environment our forces faced in this battle, what the strategy and tactics were, and what the fight was like. We are going to do this in as detailed a way as our resources permit.

This report has been assembled from a wide variety of sources available on the internet, including first-hand observations conveyed by troops who fought there and embedded reporters who were with them.

As must always be done, a brief overview of the geography is necessary.

This is a map of Iraq.

Iraq, presented by The Fourth Rail, History, Politics and the War on Terror.

The red arrow points to the location of Fallujah. You'll see better maps in a moment, but you see that Fallujah lies west of Baghdad, about 30-35 miles, just east of Ramadi, the provincial capital, and on roads that can take one west to Jordan and Syria, north to Mosul and Turkey, east to Iran, and south to Saudi Arabia, Kuwait and the Persian Gulf.

This next map shows Anbar Province, the largest of Iraq's 18 provinces. Fallujah is marked by the red dot.

Anbar Province borders with Syria and Jordan to the west, and Saudi Arabia to the south. The bulk of the province is located in the lava fields of the Syrian Desert, an arid wasteland that lies between the Mediterranean Sea on the west and the Euphrates River on the east. It is a combination of true desert and steppe extending over a vast area. It is generally an inhospitable environment, though the Euphrates River does run through it and there are several oases that have charted out the trade routes in the area. Temperatures can get as high as 115 degrees Fahrenheit.

In al-Anbar Province, lying on the road between Amman and Baghdad, local populations came under the influence of Salafi or Islamic fundamentalist movements and ideas that were also growing popular in Jordan. In the late Saddam period, the secular Baathist state allowed these groups to establish beachheads in Fallujah and elsewhere.

Fallujah, in a historic context, has been described by Rashid Khalidi of Columbia University this way:

“(A) small city on one of the bends of the Euphrates (river) that sticks out into the great Syrian Desert. It's on an ancient trade route linking the oasis towns of the Nejd province of what is today Saudi Arabia with the great cities of Aleppo and Mosul to the north. It also is on the desert highway between Baghdad and Amman. This city is a crossroads.”

It is no longer a small city. Oil pipelines run across the Syria Desert to Jordan and Syria. Before the 2003 Iraq War, the city's population ranged from 250,000 to 300,000, some say perhaps as high as 500,000. We will return to this matter of population soon.

Khalidi makes a good point, however, saying the city has traditionally been a cross roads. Look at this map to see what he means.

Fallujah map, presented by

The dark grey area in the center is the city. You will see from the several satellite and combat images we will present throughout this story that this is a dense urban center. The Fallujah urban area measures about 20 sq kms. In 1914, Iraq had only two main roads, one of which is now called Highway 10 which you can see running east-west through the heart of the city, essentially bisecting it. Highway 10 connects with Baghdad about 35 miles to the east, after which you can take a highway north to Mosul and on to Turkey, or you can turn off before getting to Baghdad and head south all the way to the Persian Gulf. If you take Highway 10 to the west, you will pass through Ramadi and go on to Jordan, eventually to Ammam. On the eastern edge of the city, you see a major cloverleaf intersection. If you go north, you are taking a "loop" around the city and will eventually come back to Highway 10 west of Fallujah. And, of course, the Euphrates River bounds the western section of the city and flows northward into Syria.

Now let's return to the matter of population density, about 300,000 people living in a 20 km square area. First an overall satellite image, then a zoom of just one small sector of the city.

You can see the Euphrates river winding to the west of the city. Take note of the peninsula there, especially its northern tip. We'll talk about it later. If you look closely, you can see Highway 10 bisecting the city east-west (right-left), and you can see the cloverleaf off to the right. A large Marine Corps base is located just to the southeast of the city, called Camp Fallujah, once a Saddam Hussein palatial estate. If have real good eyes, you can make out a railway train track going east-west on the northern edge of the city. It looks like a sand road, but it's actually a railway line, and on the northwest part of the city, there is a rather large railway yard and station, important landmarks for later discussion.

This is a closeup from the satellite photo above of one section of the northwest Jolan district. We have seen reports that an average city block was 100 x 200 meters, and there were about 1,000 of these city blocks. We have seen critics of the Fallujah attack say this is not such a dense city. This photography and other images we will present throughout this report prove them wrong.

There is an
after-action report written by four Marines who were in the attack which addresses this urban warfare setting extremely well. We will summarize it. You will see photographic examples of most of this later as we describe the battle. We recommend you read their entire report when you have a chance.

They commented that the city was different than urban layouts for which they had trained. Its layout was “random;” that is, residential, business and industrial areas were all merged with each other, forcing Marines to move from houses to factories to stores and back and forth between them all. The streets were narrow and usually lined with walls, which meant that the streets channeled the movements of troops on the ground. The houses were densely packed, and most were made of brick and mortar, forcing the Marines to work room to room in each building, since each room's walls protected adjacent rooms from explosive devices employed by the Marines.

Visibility into the houses was normally restricted by bars, blinds or cardboard covering. Exterior doors were of metal and wood, with two or three locking points. There were usually multiple entry and exit points for each home, and each home was next to another, making it easy for enemy forces to slip out one door and into another. In short, an enemy could be virtually anywhere in any building.

These Marines said they encountered two kinds of enemy, both of whom were committed to killing as many Marines as possible. The first were classic guerillas, engaging at a time and place of their choosing, and then evading out of sight of the Marines using pre-planned evasion routes, including tunnels, that seldom exposed them in the streets. The second were martyrs, who died at the hands of Marines, but only after a tough fight where time was of no significance to the martyr. They were usually barricaded and dug in to their fortification, whether it be a home, a shop or a factory, and they fought until they were dead. On many occasions, our troops tried to negotiate with this latter group, but found these kinds of enemy simply would not give up until they were dead. (Photo is of masked Iraqi carrying a machine gun in the town of Fallujah April 13, 2004. Photo credit: Mohammed Khodor, Reuters)

Both groups used the same kinds of weapons, ranging from rocket propelled grenades, hand grenades, emplaced machine guns and automatic weapons. While the four Marines did not say so, we have read other accounts indicating they also employed howitzers and anti-aircraft artillery.

Finally, these four Marines said the city had about 200 mosques, many of which were used as fighting positions and weapons depots for enemy forces. Indeed after-action reports from several quarters proved that the city was a repository of well-placed weapons caches, bomb making factories, and safe-haven hideaways, many of which were linked by tunnels. There were also multiple slaughter houses where hostages were tortured and murdered, often in the most gruesome ways.

The strategy for the invasion of Iraq was to race to Baghdad, topple the government, and to the extent possible, avoid getting tangled up in any urban warfare inside cities along the way. The objective of taking down Baghdad and the Hussein government was achieved quickly, as planned. Many cities gave in comparatively easily to the invasion once Coalition forces came to them. Fallujah was one of those urban centers that would not give in. Forces hostile to the Coalition were there from the beginning and were reinforced from elsewhere. They proved to be a thorn in the side for the Coalition forces and, as it turned out, a very tough enemy.

Dan Murphy, a staff writer for the Christian Science Monitor, in a report published on April 2, 2004 entitled,
“At vortex of violence, Fallujah,” asked the million dollar question:

“The simple question on everyone's lips is 'why?' --- why do Fallujah and its environs remain the most dangerous place for US forces in Iraq?”

He answers his own question this way:

“As with everything in Iraq these days, the answer depends on whom you ask.”

We recommend you read his article. It attempts to highlight multiple explanations which, based on our brief research of the question, seem to have merit.

Peter Beaumont, reporting
“Fallujah - Iraq's cockpit of violence” for The Observer on January 11, 2004, talked with Army Lt. Colonel Brian Drinkwine, a battalion commander with the 82nd Airborne Division, which at the time of publication was responsible for Anbar Province. Drinkwine said this:

“Fallujah is the centerpoint of the war. You got to be steely-eyed out there. There are good people down there and in the midst of them are a handful of evildoers. We have told the local leaders we know that there are evildoers. But we are not here to spray up the town. We say: 'You shoot an RPG, you can expect some steely-eyed killers who will kill or capture you.'”

Drinkwine went on to describe the military importance of this crossroad to which Khalidi referred. The city is bisected by Highway 10 connecting Baghdad to Ammam. His soldiers called it the “Highway of death.” Drinkwine said that Highway 10 has defined the American war in Fallujah; two locations in particular.

The first is on the east side of the city, where Highway 10 loops in a large four-spiraled interchange the 82nd Airborne guys called the “Cloverleaf.”

The second is on the west side of the city, where Highway 10 crosses the Euphrates River.

Drinkwine's intelligence officer, Captain Gary Love, told Beaumont that there were no low threat areas in the city, but instead that two-thirds of it was considered high threat.

Colors and unit flags are displayed during the transfer of authority ceremony at Camp Fallujah, Iraq, March 24, 2004. The I Marine Expeditionary Force assumed responsibility for western Iraq from the U.S. Army's 82nd Airborne Division. Photo credit: Cpl. Matthew J. Apprendi

On March 24, 2004, the 82nd Airborne Division turned authority over the city to the I Marine Expeditionary Force (MEF), the Marines. The 82nd Airborne had held this authority since September 2003, in charge of some 18,000 troops operating with the nickname “Task Force All American,” although it had a company of troops from Azerbaijan with it.

This was an important change of command for military operations in Anbar Province. The Marines are equipped differently than the Army, they tend to fight differently, and they sometimes view the battlefield differently. Broadly speaking, the Army employs heavy armor while the Marines travel lighter. At a top level, the Marine force consisted of the 1st Marine Division, the 3rd Marine Air Wing, the 1st Support Group and the I MEF headquarters; somewhere around 25,000 Marines, somewhere around 2,500 combat vehicles, and somewhere under 100 rotary-wing and fixed-wing aircraft.

Within the first 10 days of their deployment, the Marines came under persistent fire and seven Marines died in that period.

Enemy forces in Fallujah attacked two civilian cars that residents say were carrying up to eight foreign nationals. The occupants of the car were killed and their vehicles set on fire. This is a photo of one of the vehicles. Not shown are Iraqis wildly celebrating all around the vehicle. Photo credit: Abdel Kader Saadi.

On March 31, 2004, gunmen attacked four US civilians, killed them, and dragged their bodies through the streets of Fallujah, dismembering and mutilating their bodies. Five of the seven Marines who died in the first 10 days died on that day.

Marines with Company A, 1st Battalion, 5th Marine Regiment, fire against terrorists operating in Fallujah, Iraq April 7, 2004. Photo credit: U.S. Marine Corps photo by Cpl. Matthew J. Apprendi, presented by Defend America

On April 5, the Marines, just five days after taking charge of Anbar Province, laid siege to it and drove into the city. Their attacks against Fallujah were persistent and lethal, as they were intended to be. Marine general officers are on the public record saying they opposed this April attack into Fallujah. Their voices were not heard. The Marines felt they knew how to take care of the situation on a more "go-slow" approach., and they warned that if they went in, they would have no choice but to inflict a great deal of damage, which they saw as counter-productive. To our knowledge, the US Provisional Authority, Mr. Paul Bremer, ordered the attack. The Marines went in and did what they had to do.

After about five days heavy fighting, the Americans called a halt to their offensive for a week, enemy forces agreed to a cease-fire, and many negotiations were held. Throughout, fighting and dying continued.

I MEF Commanding General, Lt. Gen. James T. Conway, and Regimental Combat Team 1 Commanding Officer, Colonel John A. Toolan, talk with Iraqi army officers on the outskirts of Fullujah, Iraq, May 4, 2004. Marines manning key sites within the city repositioned to allow Iraqi forces to take over. Photo credit: USMC photo by Lance Cpl. Nathan Alan Heusdens, presented by the USMC

A decision was made to withdraw the 700 Marines from the city, and they did withdraw to the outskirts on or about April 29. They turned the city over to “Fallujah Brigades,” a new force made up largely of former Iraqi soldiers and led by a former Saddam general officer. The Fallujah Brigade effort failed and the city fell into the hands of disparate groups, most of which were enemies of the American forces located outside the city.

Fallujans celebrating their victory over US military on May 10, 2004. Photo presented by Dahr Jamail.

A great amount of controversy exists to this day about the Fallujah situation in April. The American media reported that the Marine withdrawal was a defeat for the US and a victory for the enemies of the US in Iraq. There was a presidential campaign well in train in the US at this time, with elections scheduled for November. As a result, media reports about American policy in Iraq and the situation there were very negative.

An Iraqi rebel poses for a picture inside the "secure" city of Fallujah. Photo credit: Ramzi Haidar, AFP-Getty Images, presented by MSNBC News, May 24, 2004 edition.

By May 25, it was clear that there was no central authority in the city. The city had become a lawless entity and a haven for all those who hated the presence of US forces in Iraq. And, it became a hardline Islamic city-state. Control of the city was most certainly in the hands of enemy forces, though they remained surrounded by the Marines. Marines would on occasion go in and out to serve as a reminder that they were still there.

While most American forces remained outside the city, fighting continued between the two sides at a steady, lethal and often furious pace, seemingly worsening by the day. The pace of air attacks picked up steam, and encounters on the ground did the same.

The Marines effectively had the city surrounded by October 14. It was at about this time that it started to become clear that a major ground operation against Fallujah was close at hand. The city fathers had suspended peace talks, the Iraqi interim government seemed more and more impotent to quell the situation there, and there was cause to believe that the entire effort in Iraq could begin to unwind if the challenges of Fallujah could not be settled. The residents and city fathers were continuously warned that a situation was evolving where a full-scale military assault was going to be the only option left. US military forces stepped up the pace of air, artillery and ground attacks in the area.

The assault on Fallujah that was to occur in November 2004 was among the most widely telegraphed attacks in American military history. The US and Iraqi forces had no chance of executing any major surprise, though, as you will see, they did achieve some surprise. For its part, the enemy since April had the time to regroup, reorganize, dig in, resupply, reinforce and prepare. Debriefing reports from our troops and embedded reporters reflect that the enemy did all of that, and did it very well. As you will see, the Americans had time to prepare a very detailed plan of attack, and had the time to acquire intelligence that would hold US forces in good stead when the time came to attack.

Official estimates, confirmed by many Iraqis who remained in the city, were that about 75 percent of the population had left, heeding the American and Iraqi government warnings of impending doom (some say as many as 90 percent left; hard to tell). If you accept a population figure of 300,000, and the 75 percent evacuation figure, that would leave something on the order of 75,000 people left in the city.

On September 6, seven Marines were killed by suicide bombers, and on October 29 eight Marines died from a car bomb near Fallujah, while another nine Marines were wounded elsewhere in Anbar province.

On October 29, Transitional Prime Minister Allawi said:

"We have entered the final phase to solve the Fallujah problem," Allawi told reporters in a grave tone. If we cannot solve it peacefully, I have no choice but to take military action. I will do so with a heavy heart"

UN Secretary-General Annan warned Iraq, the US and Britain not to invade the city. All three entities rejected Annan's warning.

By October 30, US forces were conducting intensive airstrikes against suspected militant bases in Fallujah as they prepared for a major operation to root out insurgents in the Sunni Muslim stronghold.

Brigadier General Dennis Hejlik, deputy commander of the I MEF, said this:

"We're gearing up to do an operation and when we're told to go, we'll go. When we do go, we'll whack them."

On October 30, the British Black Watch Regiment (battalion size) moved into positions south and southwest of Baghdad to relieve American forces for this attack and protect the eastern flank of US forces ready to move on Fallujah in Operation Dawn-Fajr.

Union Jack bedecked Land Rovers of the British Black Watch Regiment prepare to head from Basra. Photo credit: AP

On November 4, it appeared a US assault on the city was imminent as US jets pounded key parts of the city. Air attacks had begun in some earnest in July, and steadily increased through October. The attacks increased in tempo on November 5.

On November 7 the Iraqi government declared a 60-day state of emergency throughout most of the country, as US and Iraqi forces prepared for an all-out assault on enemy forces in Falluja.


There were two stated military objectives of Operation Dawn - al Fajr. One was to allow Iraq's interim government to exert control over the city so that residents could take part in national elections in January 2005. It was the American position that those elections had to occur as scheduled. The second military objective was to defeat as many insurgents, either by killing or capturing them, as possible.

Fallujah by early November was an enemy fortress. No one can seem to agree on how many hostile enemy forces were in the city. It was certainly in the thousands. They were heavily armed with extensive caches of weapons and munitions. We are not sure what the military planning figure is, but we do know that the defender has a big advantage, especially in this kind of urban, "Fortress Fallujah" situation. From a planning perspective, it would take, we think, as many or more than three attackers on the ground to neutralize one defender; even when artillery and air power are employed, many people are involved. So an enemy force even of only 2,000 would present the US attacking force with a real challenge, especially in this environment.

With regard to the plan of attack, the strategy was to start from the north, along the entire breadth of the northern edge of the city, and follow zones of attack that would encompass the entire city. This was not to be a case where US forces would take the city center, raise a flag up the pole at city hall, and declare victory. Instead, the plan was to make sure there were no safe havens anywhere in the city for any enemy force, no matter what its size and composition. The US force wanted to demonstrate that urban theaters of warfare present no serious shelter from a modern American force.

The assault on Fallujah was conducted in three phases:

Phase 1 was to prepare the battlefield, shape the city, get it ready for what the force intended to do in the follow-on phases.

Phase 2 was an intensification of Phase I activities, with precision targeting of specific targets that presented the greatest threat to the assaulting force.

Phase 3 was the assault itself, moving from the north to the south, setting up blocking positions in the south and the east. Juts prior to the assault, there would be an attack up the peninsula to the west to block the west. British and US forces had already been positioned in the south.

This was a combined (more than one country) and joint (more than one military service) ground assault by the US Marines and Army, along with four battalions of the Iraqi Army, supported by Marine, Navy, Army and Air Force air power.


We need to say at the outset that there is no way we can identify all the units involved in Operation Dawn - al Fajr. For those of you new to military jargon, what we are going to present will more than cause your head to spin. But to understand the battle, we need to expose you to at least a top-level description of the forces involved.

We will concentrate on the ground force.

This was a Marine-led operation, commanded by the I MEF, Lieutenant General John F. Sattler, USMC, in command.

To help you understand what is about to follow, we are presenting a graphic of the city which reflects how the city was divided into north-south zones of attack. Reading from west to east (left to right), the major ground attack elements were as follows:


With one exception, the assault on Fallujah was from north-to-south, sweeping through the entire city, and then back south-to-north for clean-up. The Marine units are designated in dark blue, the Army units in green. Iraqi units were attached to each.

The main ground forces highlighted on the graphic are from three Marine divisions and two Army divisions, each of which has a gallant lineage and history.


1st Marine Division
"Guadalcanal Division"

2nd Marine Division
"Tarawa Division"

3rd Marine Division


1st Cavalry Division
"The First Team"

1st Infantry Division
"Big Red One"

For ease of explaining the battle, we are going to use the numerical abbreviations shown on the graphic. Here's what they stand for:

[3-1] 3rd Battalion, 1st Marine Regiment, 1st Marine Infantry Division, the “Guadalcanal Division,” Camp Pendleton, California. This battalion is part of the ground force of the I MEF and is known as the "Thundering Third."

[3-5] 3rd Battalion, 5th Marine Regiment, 1st Marine Division, the “Guadalcanal Division,” Camp Pendleton, California. This battalion is part of the ground force of the I MEF and is known as the "Consummate Professionals."

[2-7] 2nd Battalion, 7th Cavalry Regiment, 3rd "Grey Wolf" Brigade, 1st Cavalry Division, the largest division in the US Army, “The First Team,” Ft. Hood, Texas. This battalion is known as the "Ghost Battalion."

[1-8] 1st Battalion, 8th Marine Regiment, 2nd Marine Division, the “Tarawa Division,” Camp Lejune, North Carolina. This battalion is part of the ground force of the II MEF, which had already started sending in some of its units prior to the 2nd Marine Division relieving the 1st Marine Division of responsibility for Anbar Province.

[1-3] 1st Battalion, 3rd Marine Regiment, 3rd Marine Division from Marine Corps Base Hawaii (MCBH) Kaneohe Bay, Hawaii. The battalion is known as the "Lava Dogs." This battalion and its 3rd Regiment form the ground force of the III MEF

[2-2] 2nd Battalion, 2nd Infantry Regiment, 1st Infantry Division, “Big Red One,” Rose Barracks, Vilseck, Germany. This battalion is known as the "Ramrods."

For newcomers to Marine and Army organization, all this can be overwhelming. To tell the story of the ground war associated with Operation Dawn - al Fajr, it is important to understand which units did what.

Warfare these days is a complicated and fluid situation. We've already indicated that a wide variety of units from all services were attached to these main ground force units, whatever was needed to shape the force to meet the requirements of the assault plan. For example, and we will not provide them the coverage they are due in this report, there were many sailors and airmen on the ground with these Marine and Army units, all with critical jobs to do.

The assault on Fallujah employed what is known as the Regimental Combat Team (RCT) organization. Two Regimental Combat Teams (RCT) were created.

RCT-1 (RCT-1) was tasked to secure and clear the western half of the city. RCT-7 was tasked to do the same for the eastern half. The main elements of RCT-1 were the 3-1 and 3-5 Marines along with the 2-7 Cavalry (Cav). RCT-2's main elements were 1-8 and 1-3 Marines along with the 2-2 Infantry (Inf). The four Iraqi Army battalions were spread throughout each RCT..

Having family members in Iraq already creates its own levels of stress for families and friends. This RCT organizational arrangement added to the stress for some families, perhaps even many families. The source of the stress emerges as families identify with individual units, such as 2nd Battalion, 2nd Infantry Regiment, First Infantry Division, "Big Red One." And actually, they will identify with the individual companies in the battalion, and sometimes right down to the platoon to which their loved one was assigned. But a lot of that gets buried in the RCT nomenclature. This becomes even more stressful when units other than the ones we have listed detach some of their people to a RCT or to a larger unit assigned to the RCT. They lose virtually all their unit identity in the minds of many family members.

One mom has said this:

“I'm finding this 'detached' thing really tough...we kind of just don't fit in anywhere...I'm so used to following the 3/4 guys and that's a piece of cake compared to this. This RCT-7 has my head spinning here!”

Another mom responded like this:

“I hear you, the more I search for info on RCT 7 the more frustrated I become…”

Organizing anything to take on a job such as was faced by our forces in Fallujah is hard. Corporate America and our military are in full sync on this, however, which is why they are both successful. It has to with retaining vertical organizations, but, when an individual task comes along, you cut across the vertical alignment horizontally, grab the team members you need to do the job, set them up as a team, get the job done, and, when finished, disband the team only to go through the process all over again when a new task arises, in which case you assemble a new team.

Remembering what we have discussed thus far, we are ready to walk you through the attack, Operation Dawn-al Fajr. We have set up separate sections to tell as much of the story as we can.

Phases I and II - Prepare the Battlefield for Attack

Phase III - The attack

The thoughts of a few who fought and saw this fight

Brief comments on air power in urban warfare

"Major Zarnik, these are my Marines, and I am giving them to you." A concluding story