Skip to content


Your cart is empty


Subscribe to our monthly eNewsletter and receive announcements when new content and products are released.

Article: Battlefield Fallujah - Episode 4: Plan of Attack

Battlefield Fallujah - Episode 4 Plan of Attack - Image from battle

Battlefield Fallujah - Episode 4: Plan of Attack

The scheme of maneuver is devised as U.S. troops train for the incursion into Fallujah. Meanwhile, military leaders become frustrated by the rules of engagement.

The division released a document titled “Fallujah Clearing Operations” signaling that the operation was a go. It stated, “I MEF and Iraqi security forces will conduct clearing operations in the vicinity of Fallujah proper, in order to defeat extremist forces, when ordered.” The document characterized the city as a safe haven for foreign fighters, terrorists, and insurgents. It outlined the steps necessary to prepare the city for the attack—or in Marine parlance, “to shape the battlefield to support the scheme of maneuver of the ground forces.” Planners developed a target list that included “safe houses, meeting places, caches, heavy equipment, insurgent patrols, crew served weapons, indirect fire weapons, fortifications (both surface and underground), and communications locations.”

The Initial Division Scheme of Maneuver was planned as follows:

D-1 (November 6)

  • Black Jack Brigade establishes a 270-degree cordon around the city.
  • 1st Battalion, The Black Watch, assumes responsibility for patrolling the MSR from Fallujah to Baghdad.
  • RCT-1 and RCT-7 complete movement to Camp Fallujah assembly areas.

D-day (November 7)

  • Task Force 3rd LAR (Wolfpack), comprised of Headquarters and Charlie Company, 3rd Light Armored Reconnaissance Battalion; Bravo Company, 1st Battalion, 23rd Marines; and the Iraqi 36th Commando Battalion, secure the “Peninsula” and seize the Iraqi hospital and the Iraqi National Guard compound.
  • RCT-1 and RCT-7 move from assembly areas to covered attack positions north of the railroad station and rail lines on the northern outskirts of the city.
  • RCT-1 seizes apartment complex and train station. The apartment complex was the responsibility of 3rd Battalion, 5th Marines, while the train station was tasked to 3rd Battalion, 1st Marines.

D+1 (November 8)

  • RCT-1 and RCT-7 launch penetration attacks to defeat enemy insurgents.
  • RCT-1, main effort, attacks in zone (western portion of the city) to seize division objective one, the Jolan District.
  • RCT-7 (supporting effort) attacks in zone (eastern portion of the city) to seize division objective two, the Government Center.
  • Teams of navy Seabees and 4th Civil Affairs Group shut down Fallujah’s power.

Inside the city, insurgents had been preparing for the battle for months.

Captain Jeff McCormack, 3rd Battalion, 1st Marines Intel Officer: "We saw training taking place inside the city of Fallujah. We watched 'em via ISR. We’d see 'em doing jungle gym obstacle course, especially in the industrial area. We watched them doing rifle ranges just like we would do. We watched 'em doing battle drills, as far as when we struck a house -- when we were given approval to strike a house because of a high level meeting or because we’d taken fire from that house, aircrafts have taken fire from that house -- we’d watch them reinforce that house quickly, get the wounded out of the area, and be in and out of the area relatively quickly. So, they had a lot of time to train inside the city for those six months between April and when we struck the city in November."

Lieutenant Colonel Willard Buhl, 3/1's commanding officer: "We've had a sanctuary right next to us, the city of Fallujah. The second and third order effects of Fallujah's presence over the past seven months, since April, I don't think we could overstate what that city has done - the presence of that city as a sanctuary for terrorists, criminal groups, Muslim extremists, indigenous members of various resistance groups, etc. - what impact that has had on us, both from a psychological standpoint, the jihad center, to the ability of the enemy to safely plan, rest, refit, equip, arm, construct IEDs, construct vehicle IEDs, to shoot rockets at us with relative impunity from the city - mortars also, but rockets principally - and its immediate surrounds, the ability for the leadership there to pull on historic ties and bring the tribe leaders and hold them accountable, to coerce them, to intimidate them, the effects of the two ING battalion commanders that were abducted [and] one murdered, and all the associated loss of equipment [and] prestige to the new government [and] to the multi-national forces - the presence of that sanctuary has done more to impede the progress we're trying to make here than anything else."

Through intelligence gathering, the regiment was able to pinpoint high-value locations, and determine how and where the enemy planned to fight.

In the northwest corner of the city, much of the insurgency centered in the Jolan District. RCT-7 Intel Officer Major Lawrence Hussey: "I think because of the large amount of special forces, other national intel agencies, and DoD agencies that were operating around Fallujah, I would say, a very large portion of what we had gotten was accurate... about how they were going to fight, where they were going to fight, where the leadership was. RCT-1, and the Division, and the MEF had been able to track and follow where those kinetic control nodes were, who those individuals were and their inner circle, where they were operating and how they were operating and communicating. We thought that we had an idea of what the enemy was going to do based on watching [and] listening, and hearing what they were doing, and seeing what they were doing inside the city. RCT-1 figured that the Jolan had a lot of the kinetic control nodes. It had a lot of the local Iraqi insurgent fighters, and insurgent key leaders in those areas. And, they thought that, that would be a center of gravity for the enemy resistance inside there."

Intel revealed that foreign fighters from more than 16 different countries had flowed into the city for the battle.

According to Major Lawrence Hussey, they included: "Syrians, Sudanese, Jordanians, Afghanis, Palestinians, Iranians, some from the Kurdish areas, [and] Saudi Arabians too."

Major Hussey noted the local Iraqis who were also joining the fight: "We also knew that, inside the city, we had guys that were left over from the former Fallujah Brigade, Iraqi National Guard soldiers, Iraqi policeman, and other security elements that were now part of the resistance effort that was going on inside."

Major Todd Desgrossielliers, executive officer for 3rd Battalion, 5th Marines: "We identified two essential tasks. The first one was to eliminate the anti-Iraqi elements that are in the city: insurgent forces, foreign fighters, people who would resist us. And, the second one was to eliminate the city of Fallujah itself, as a potential stronghold for future attacks. And, we use that as a springboard to plan our attack, based on the mission that we got from regimental commander. One of the things that we said we needed to do right away, was establish a forward COC out of the apartment buildings, northwest of the city, just a little bit north of the railroad tracks. Establish a forward BAS where we had a shock trauma platoon, and to get our log trains up there." 

Lieutenant Colonel Nicholas Vuckovitch, operations officer for RCT-7: "The 1st Marine Division scheme of maneuver had RCT 1 as main effort. Their task and purpose was to attack to destroy the enemy in zone orienting on the Jolan area, where there was the greatest concentration of Mujahideen. By defeating the Jolan, you could destroy the remainder of the enemy in Fallujah. As a supporting effort, RCT-7 attacked, again to destroy enemy in zone, but with the primary purpose of protecting the eastern flank of the division’s main effort RCT-1. Finally, 2 BCT was roped in and they essentially provided a cordon around Fallujah through which no Mujahideen could either escape or reinforce."

For the battle, Regimental Combat Team 1 and Regimental Combat Team 7 would each be responsible for roughly half of the city.

1st Lieutenant Christopher Conner was commanding officer of 1st Battalion, 8th Marines who were part of RCT-7: "If you drew a line right down the center of Fallujah from north to south, that pretty much was the boundary line for the RCTs. RCT-1 had from that middle line to the west. RTC-7 had it from that middle line to the east to the Cloverleaf on the east side of Fallujah. Within RCT-7's zone, from west to east, you would have 1/8 [1st Battalion, 8th Marines], 1/3 [1st Battalion, 3rd Marines] and then 2-2 [2nd Battalion, 2nd Infantry] of the Army battalion."

Captain Jeffrey Beauchamp, was U.S. Army liaison for RCT-7: "Essentially, our plan was to have the BRT, the reconnaissance troop, move forward first from the attack position in a strain along the northern boundary... started prosecuting fires with the observers, and the team tank came forward when it was time for LD, and they occupied a support by fire position, and Team Mech reached into the city. At which point, the reconnaissance troop’s mission was to basically provide support by fire by moving down the eastern portion of the city on MSR Mobile, with their optics and their long-range target acquisition systems. Normally, the brigade reconnaissance troop is composed of HMMWVs, with a mixture of machine guns and TOW missiles. In this situation, they also had a M-2 Bradley platoon attached to them. A lot of times, they’ll be tasked organized with a COLT Team, which is the combat optics lasing team. They are artillery soldiers, but they normally go with the reconnaissance troop to help precision fires. They have the laser guided fires or the GLTD, that designate targets. A lot of times the reconnaissance troops’ mission is to strain forward and intel, and, of course, call for indirect fires." 

1st Lt. Conner outlines the initial plan for going into the city and 1st Battalion, 8th Marines objectives: "Word came down that D-Day would be the 7th of November. Starting on the 7th of November were the prepping fires stage. As you may guess, you know, Iwo Jima had prep fires for, like, two weeks before the Marines actually assaulted the beach. We had our prep fires for one day. And even those prep fires, according to ROE, had to be met by hostile intent or hostile act. So, we had Dragon Eye aircraft UAVs flying the city, and then whatever they spotted they could call in fire coordinates on. At the same time, we had Force Recon element punched out forward, close to the city, which was observing the city and anytime they saw something they could call for fires on it. The fires included everything from 155 artillery to close air support, bombs.

So, D-Day was set for the 7th of November, which meant that on D+1 the Infantry would actually start moving into Fallujah. We were given a LD time of 1900 that evening. The overall scheme of maneuver was that Weapons Company, supported by two platoons - their mobile assault platoons, would push down escorted by a platoon of tanks and set up a support-by-fire position to enable engineers to conduct a breach from the north end of the city over the railroad tracks. That was to allow the infantry in. Once that breach was completed, the tanks and the mobile assault platoons set up their support-by-fire position, protected the engineers and the first company of 1/8 rolled through, and that company was Bravo Company. Their initial task was to gain a foothold within the city and, according to the phase lines that we have for this operational purpose, Ethan was the main phase line that we were attacking down as a battalion. Bravo was to gain a foothold on the west side of Ethan and hold it. At that point, once Bravo Company was deployed, gained their foothold, AMTRACs came back picked up the whole of Charlie Company and pushed down to the breach. Once we got to the breach, our first initial objective was to seize a foothold on the east side of Ethan. That together, the west side and the east side of Ethan, was battalion Objective Foxtrot, F.

Once that objective was met then online, Bravo Company and Charlie Company attacked south down Ethan. Ethan was kind of the boundary between the two companies. Charlie Company had Ethan inclusive and, in support of us, we had a platoon of tanks. So, a platoon of tanks plus a company on each side of the road. We pushed down until we came to Phase Line Cathy. For this operation purpose all roads from north to [south] were named after a boy, A through F, and then all roads running east to west were named after girls. So, at the intersection of Ethan and Cathy was Regimental Objective 1, which Charlie Company was main effort for 1st Battalion, 8th Marines, and 1/8 was the main effort for RCT-7 at that time. Once Charlie Company took Regimental Objective 1, consolidated on that, and Bravo Company beside us, on the west side of Ethan, took and held their objective as well, and now the route was clear from north to south on Ethan all the way down to Route Cathy. At that point, that's when Alpha Company would come in on tracs, mechanized, drive down Ethan and push into the Mayor's Compound. Once that was accomplished and they took that, then Bravo and Charlie Company were tasked to push further south until they met up on Fran. Now we had a loose foothold, all together, on Fran, stretching the entire battalion's boundaries." 

The Air Scheme of Maneuver

Early in the planning process, I MEF decided that 60-percent of its aviation assets would be dedicated to support the operation. The MEF aircraft were to be augmented by “purple air,” air force and navy planes. This allocation meant that there would be continuous fixed-wing aircraft overhead day and night, which cut the response time down to minutes.

Major Andrew Hesterman, RCT-7s Air Officer: "We definitely had air overhead 24/7 since we started. There was occasional periods where it would take 15 to 20-minutes to get something, simply because we might have three or four different battalions engaged all at the same time."

The air plan called for two sections of fixed-wing aircraft to be on station over the city 17 hours per day. Two air force AC-130s were tasked to provide support at night—one for each regiment—augmented by one section of fixed-wing aircraft. They would operate at altitudes of 9,000 to 11,000 feet, in slightly overlapping tracks. 

The Lockheed AC-130 gunship is a heavily armed ground-attack aircraft, manned by a crew of 13. It incorporates side-firing weapons integrated with sophisticated sensors and navigation and fire-control systems to provide precision firepower or area-saturation fire. Its armament consists of 7.62 mm miniguns, 20 mm Vulcan cannons, and a 105 mm Howitzer, which can fire six to ten 50-pound shells a minute. The AC-130’s optimum altitude in Fallujah was somewhere between 7,000 and 9,000-feet, which allowed its sensors to positively identify armed insurgents.

Call sign “Basher”, the gunship obtained almost legendary status among the soldiers and Marines in the city. Lt. Colonel James Rainey stated unequivocally that “anybody who moves at night with a weapon when Basher is up, is going to die.”

Major Hesterman: "The beauty of the AC-130: It's almost a compromise between a rotary-wing and a fixed-wing. The long on-station time, the multiple ordnance that he can deliver from a 105 down to a 762 and its dedicated crewmen that are just looking at your target area to pick you out from the other guys while you're talking to him on the radio he's looking with low-light TV, it makes it a great asset for the kinds of fighting the Marine Corps does."

Aircraft loads were specified in the aviation support plan:

  • AH-1W SuperCobra carried four Hellfire antitank missiles, two TOW antitank missiles, rocket pod, and 300 to 400 rounds of 20 mm ammunition.
  • F/A-18 Hornet carried one GBU-38 500-pound JDAM bomb, two GBU-12 500-pound laser-guided bombs, or one GBU-12 and one laser-guided Maverick missile.
  • AV-8B Harrier carried one GBU-12 or one Maverick.
  • All U.S. Marine Corps aircraft were configured with a Litening targeting pod (high-resolution, forward-looking infrared sensor [FLIR] that displays an infrared image of the target).
  • Two AH-64 Apache helicopters provided a direct support role to the Black Jack Brigade.

The pilots used a single gridded reference graphic, which was basically a high-quality overhead photo of the city. In addition to maps, aerial photographs, and graphics, the Cobra squadron, HMLA-169, constructed a sand table of the city.

Hesterman indicated there were over 20 Forward Air Controllers and [Air Force] JTAC (joint tactical air controller) teams on the ground in Fallujah—one team per square kilometer—vying for aircraft to support their unit[s]. In situations where the request outstripped aircraft availability, “troops in contact” trumped all other calls for support.

Major Hesterman: "Regimental air officers did very well coordinating with each other, 'Hey, I have troops in contact I need another section of aircraft to help my boys out.' I'd be the first one to give one up if it wasn't from another troops in contact situation. Major O'Rourke, the RCT-1 air officer, he and I had a good rapport going that we were flipping aircraft back-and-forth. We were switching aircraft back-and-forth maybe three or four times in one on-station time, which is about an hour and a half, to support who was in most severe contact at the time."

Fallujah presented a special problem for the air planners because of the city’s relatively small size—five square kilometers—and the large number of assault battalions. Hesterman credited the division air officer, Lt. Col. Gary “Static” Kling, with devising a workable air plan for integrating all the division fires, close air support (CAS), artillery, and mortars to support the division’s attack. The plan was called the keyhole CAS.

Major Hesterman: "It's simply a template for airspace coordination. It's a template you can place anywhere, and automatically all the players know who's where. It facilitates integration of surface-based fires and multiple sections of aircraft to keep from bumping them into each other. Instead of having two sections of aircraft on-station at any given time, now you're talking about four or six sections of aircraft. So, a total of 12 aircraft plus four to five ISR platforms... Predator, Pioneer, Scan Eagles, Dragon Eyes, etc. [We're] talking about three arty batteries and all the associated mortars... 81s and 60s and then 2-2 brigade actually brought their 120s. So, multiple surface fires."

Major Hesterman describes the keyhole concept: "The actual keyhole is, basically, two rings, one that's five nautical miles from an abstract point. It's not really an abstract point, it's a very hard-and-fast point, but when you place the template wherever that center can be wherever. So, it could be an individual FAC out in the field has a troops-in-contact situation. You immediately slap this template based on his position. In the case of Fallujah, we picked close to the geographical center of the city and a very specific road intersection that's easy to reference both visually on a map and GPS, obviously. So, you have the five nautical mile inner-ring, and we pretty much just called that the inner-ring. That's kind of the engagement zone. Then, outside of that, is a 15 nautical mile ring. In between the five and the 15, if you cut that up like a pie with the semi-cardinal directions, those blocks are assigned a north, east, west, south as appropriate. And then, in addition to having them broken laterally, we broke them vertically by altitudes into enough maneuver room that a section of aircraft can be in that sector and that altitude block and not have any worries of getting shot by artillery rounds going through their airspace or running into other sections that may be talking to another FAC."

Major Hesterman described the process: "So, the template works like this: Aircraft calls as he's inbound and the controlling agency would assign him a sector and an altitude block. For example, we'll say, the east block 13 to 15. So, he has that airspace all for him and his wingman. They hold in that area. The FAC starts talking to him [and] talks him onto the target. They're ready for the TOT. [The] FAC calls up to division says, 'I need a TOT of 05 after the hour.' If it's approved and there's nobody else in the ring, the aircraft proceeds in, takes the shot, and then egresses."

Another issue the planners faced was low altitude aircraft, particularly helicopter MEDEVAC and gunship support. The problem was solved by keeping the keyhole altitude parameters above 3,000-feet (anything below that was open airspace) and keeping them one kilometer from the city’s edge. This distance still allowed the Cobra AH-1W to fire its AGM-114 Hellfire missiles against targets in the city.

Major Hesterman: "For the most part, the rotary-wing is flying at 500-feet or so anyway. So, the only piece to worry about is the deconflicting in the inner circle. And, since, you already know that the fixed-wing is above it, the only piece to deconflict there, aviation-wise, is if sombody's dropping above. So, if you don't let anybody drop for the three-minutes that it takes the helo to come in, picks up the guy and heads back out. The difficulty with the rotary-wing is the high threat and relatively little to no armor on the rotary-wing aircraft... definitely, definitely an issue."

The low altitude was problematic for helicopters within 1,000 meters of the city because of the high threat from insurgent small arms and RPGs.

Major Hesterman was aware of two AH-1W Cobra helicopters that were shot down by RPGs during the battle: "Both of them were, basically, able to execute an emergency landing and the aircrew egressed and were promptly picked up with relatively minor injuries. One of the aircraft they destroyed on site because they weren't able to recover it. The other aircraft was recovered."

Preparing the Troops

The focus of the units was getting the men ready to carry out the mission. General James Mattis: "The officer should be more concerned with being the sentinel, looking further out, making certain the unit is ready for whatever is coming down the pike, whatever missions are coming. So, he's always on the lookout for an enemy, for an ambush, this sort of thing, and creates that kind of combat-hunter mentality in the Marines. But, the NCO has got to make certain that the Marines look and act like Marines and they're ready for whatever is coming. Whatever the officer brings down as the mission, they're ready to embrace it and carry it out."

Captain Theodore Bethea outlines 1st Battalion, 8th Marines training: "Prior to the attack, the training that we focused on was night movement, night attacks, as well as mechanized and infantry fundamentals. Additionally, we conducted extensive first aid as well as casualty collection procedures, and casualty evacuation procedures. Every day we had a dedicated time to conduct maintenance for all equipment, optics, radios as well as conduct mentor time with the Marines to get them mentally ready for the fight we were about to undergo. The mech force that we used were our means of transportation from the attack position to the assault position. And so, knowing that this attack would go at night, we focused on loading and unloading the mechanized assets under full combat load to replicate exactly the conditions we would face at night under the attack."

1st Lt. Christopher Conner, 1/8 Charlie Company executive officer: "We had to work with assets we had never worked with before, i.e. tanks and AMTRACs. So, we spent the majority of our days, over the course of our time at the ITC at Camp Fallujah, practicing working with those tanks, practicing working with those AMTRACs, and getting down squad movements, clearing rooms, clearing houses, and typical MOUT-type training."

Lance Corporal Justin Boswood was with 3/1 Kilo Company: "We got the word that we were gonna take Fallujah, which we all pretty much knew, once we got there that we were gonna take Fallujah. We replaced 1/5, and 1/5 had been there in April and got pulled out 'cause of political reasons or whatever. And that’s all the talk was about, at the time, was Fallujah. It’s the hot bed. It’s the terrorist strongpoint. And, we spent five months in Shahabi patrolling and setting OPs just watching them light up Fallujah at night with strategic bombing and target houses, and hearing about special forces going in and doing raids and snagging up high value targets.

The build-up was huge. It was pretty much the whole time we were there, we were just working towards Fallujah. We knew we were going. We just didn’t know when. And when they finally told us that we were going, it was just awesome. We hadn’t done anything in Shahabi except for indirect fire and IEDs. Fired our weapons maybe three, four times at a couple people and shot up some cars. It was nothing like what we were all expecting. So, when they told us we were gonna take Fallujah, it was just everybody gung-ho right off the bat. Everybody, young, pretty much the first time for everybody being over. Everybody was really excited.

We all pulled back to the battalion firm base and [had] maybe a week and a half [to] two weeks to prep for Fallujah. And, we used, pretty much, every ounce of time that we had before we went, just covering classes on weapons systems, and call for fire, MEDEVAC procedures. First aid classes was a big thing. We had one corpsman for each squad. That turned out not to be enough sometimes. And, had about one squad medic for each squad, so we were trying to train up everybody we could before we went in. We did a couple live fire range assaults. Had a nice little complex right outside our wire that we could go over and live fire in at about five, six houses and practice some hard hits and entries with frags and stuff that none of us had ever had a chance to do. It was really good training right before we went in and got everybody good and pumped up."

Rules of Engagement

The definition of ROE is: A directive issued by competent military authority that delineates the limitations and circumstances under which forces may initiate and prosecute combat engagement with other forces encountered.

1st Marine Division Rules of Engagement were:

  1. No forces are declared hostile. However, individuals within the Fallujah AO who are carrying arms openly are demonstrating hostile act/intent unless there is evidence to the contrary, pose an imminent threat to Coalition Forces, and may be attacked.
  1. Positive identification (PID) is required prior to engagement. PID is a reasonable certainty that the proposed target is a legitimate military target.
  1. Do not engage anyone who has surrendered or is out of battle due to sickness or wounds.
  1. Do not target or strike any of the following except in self- defense to protect yourself, your unit, friendly forces and designated persons or property under your control:
  • Non-combatant civilians
  • Hospitals, mosques, churches, shrines, schools, museums and other historical and cultural sites
  • Civilian populated areas or buildings unless the enemy is using them for military purposes or, if necessary, for your self-defense
  • Iraq infrastructure (public works) commercial communication facilities, lines of communications (roads, highways, tunnels, bridges, railways) and economic objects (commercial storage facilities, pipelines), unless necessary for self-defense or if ordered by your commander
  • If you must fire on these objects to engage a hostile force, disable and disrupt but avoid destruction, if possible
  1. Curfew violation alone does not equate to hostile intent but is a factor to consider in determining hostile intent. Time permitting, the OnScene commander/senior Marine/Soldier present will determine if circumstances require the use of force in self-defense.
  1. Minimize collateral damage to innocent persons and property.
  1. The use of force, including deadly force is authorized to protect the following:
  • Yourself, your unit and friendly forces
  • Detainees
  • Civilians from crimes that are likely to cause death or serious bodily harm, such as murder or rape
  • Designated civilians and/or property, such as personnel of the Red Crescent, UN and UN/US supported organizations
  1. Treat all civilians and their property with respect and dignity. Do not seize civilian property, including vehicles, unless you have the permission of a company level commander and you give a receipt to the property’s owner.
  1. Detain civilians if they interfere with mission accomplishment or if requested for self-defense.
  1. CENTCOM General Order No. 1A remains in effect. Looting and the taking of war trophies are prohibited.
  1. The unauthorized movement of civilian vehicles towards Marines may pose an SVBIED threat and demonstrate a hostile intent. Time permitting, the OnScene Commander/Senior Marine/Soldier present will determine if circumstances require the use of force in self-defense.
  1. When force is used, consider escalation of force procedures and limit force to that amount necessary to terminate the threat.
  1.  Remember...
  • Attack enemy forces and military targets only
  • Spare civilians and civilian property if possible
  • Conduct yourself with dignity and honor
  • Comply with the Law of War
  • If you see a violation, report it

UAVs proved to be an important factor in verifying enemy combatants in order to comply with the rules of engagement. However, even with a visual sighting, it was often difficult to obtain approval to hit the target.

Colonel Mike Shupp: "We had a very, very rigid ROE for engagement, almost to the point of being too demanding on engaging the targets. They had to have a weapon in the hand of an individual before a target was struck. And this was after we had convincing evidence of the enemy operating inside that area, no civilians in the area at all."

Major Hesterman: "We could not engage that building or that piece of terrain until we could positively identify hostile act hostile intent. And, that basically boiled down to three guys carrying weapons."

Brigadier General Joe Dunford: "ROE, people make that complicated. You know, you got a hostile act, you got hostile intent, it’s pretty clear. You can kill ‘em." 

Strict adherence to the ROE was frustrating to the men who compiled the list of targets to be hit.

Lieutenant Colonel Nicholas Vuckovitch: "On the American political-level, what we saw was a hesitance to shape the battlefield prior to going in there. By shaping, I mean, going in and actually striking what we thought to be command and control nodes, caches, and that sort of thing. For some reason, although planned in shaping operations to aggressively go after targets and concentrations of Mujahideen, it really didn’t come to fruition. So, I would tell you, just a matter of planning to really unshackle our ability to shape the battlefield, we were very much shackled."

Captain Jeff McCormack: "We had a lot of good intel that told us where a lot of strongholds were, a lot of weapons caches were, but for whatever reason we weren’t able to strike those targets until Marines were in contact. Very frustrating, especially from an intel perspective. We lost a lot of good sources in the city. They were constantly telling us like, ‘Hey, I’m telling you this is an Al Qaida safehouse. They meet there every night at 2100.’ And we’d say, 'Hey, we want to strike this target at 2100', and watch the ISR, multiple cars show up to the house and we didn’t have PID. They’d tell us we had to have a source in the house identify that it is, in fact, the Al Qaida meeting and then we’d be able to strike the house. Well, no source in his right mind is going to get that close to the meeting.

So, it was very frustrating to watch what the source was telling you but you couldn’t do anything about it because, I don’t know if we want to say it was ROE or commander’s judgment but, for whatever reason, we weren’t able to strike targets, especially down south where we knew it was defunct of any families. There was nothing but military aged males down there. There was no school children, no women down there. I would venture to say we probably had about 80 targets that were actionable, ready to hit, and we wanted them all to be hit before the Marines crossed the breach. And we probably struck, maybe, 10 of those."

Major General Richard Natonski: "My biggest disappointment was, because of collateral damage and positive ID limitations, we could not hit as many targets as we wanted. I believe for the enhanced shaping day, which was actually D-Day on the 7th of November, we had over 60 pre-planned targets. But we were not able to hit, I think, somewhere in the neighborhood of a dozen."

Colonel Shupp was also disappointed: "The whole time, as we were developing the enemy situation, we were struggling with the MEF to try to get target approval, because they wanted these exacting standards of the enemy’s activities at these positions, to the descriptions of the type of weapons they were, and I think many opportunities were lost by not striking targets that were obviously the enemy." 

Lieutenant General Sattler acknowledged that there was some friction and anxiety based on not receiving his approval: "There was a lot of discussion on that with Natonski and myself, and the whole staff, and his staff, as to what constituted necessary targets and what I wouldn’t let ‘em strike. There’s always somebody who has a different view from where they sit. Anytime that you control the ‘yes’ or the ‘no’ on striking targets, which is gonna facilitate warriors moving forward, those are tough calls." 

Lieutenant Colonel Buhl: "The impact here is on our Marines who go out every day, day after day, [and] put their butts on the line while we wait to remove what we know is the source and center, locally, for the majority of the effective attacks against us. The political realm is so far up there [that] getting permission to target insurgents, as I understand it, goes all the way to the Secretary of Defense. These are the challenges of counter-insurgency operations."

As I MEF commander, Lieutenant General Sattler cleared all the targets.

According to Sattler, there were some highly sensitive targets that even he could not approve: "All targets were cleared by the MEF, and some of them had to be up and cleared through both General Metz, our boss, and in some cases all the way up to the Secretary of Defense, depending on the target."

Initially, the main purpose of the rules of engagement was to limit the collateral damage “to the greatest extent possible.” It was a major factor in planning the operation.

Brigadier General Dunford: "We clearly were informed by the need to save Fallujah and not destroy Fallujah in order to save it. And so, collateral damage was a consideration, discrimination was a consideration, loss of intellect was a consideration. I don’t believe that created ambiguity. I think Marines were pretty clear, whatever circumstance they would find themselves in, I think they were pretty clear as to what they could do and what they couldn’t do. There’s a model for the determining collateral damage and so, each time we had targets, it was weighed, ‘What does this target give ya, and what collateral damage will we experience as a result of it?’" 

Dunford went on to say that once the battalions crossed the line of departure, the rules changed: "You’re not gonna risk a Marine. If you’re taking fire from the building, you know, he’s gonna respond with whatever force is necessary and eliminate the threat." 

Some of the men shared what they were thinking the night before the operation commenced.

1st Lt. Christopher Conner: "No plan survives first contact. No matter how well it's planned out on paper, no matter how well you think you've covered everything, what can go wrong will go wrong. And, the only thing that really determines a victory is knowing what the overall end state is going to be, that commander's intent. Knowing what he wants done. Knowing what I've got to get done in order to make the mission happen. And, knowing how well you've trained your Marines before they've ever walked into combat. Because, if you've trained them hard, [if] you've trained them well, [if] you've trained them realistically, they're going to adapt to the situation and overcome it."

Colonel Mike Shupp: "The first concern for me was the number of casualties that we might sustain in heavy urban fighting, [and] the lack of adequate shaping to go and patrol the battlefield, because we were not allowed to have shaping fires. Rules of engagement would not allow us to do that. Those two things bothered me." 

Lieutenant General Sattler: "My lingering concern was casualties. Obviously, casualties was number one, casualties was number two, and casualties was number three. I don’t think anyone, and I’m sure if you cascade down to the platoon commander, everyone was concerned about casualties. Not fear of not doing your job, but fear of having your warriors injured or killed because you could have done something better. Because you only get one chance in this game, we all know. A lot of deep breaths. Then, when you get the medical brief, we’re bringing more doctors in, we’re gonna have ambulances, more helicopters to evacuate casualties. Those are all things you have to do, but they’re also sobering things to think about, because that means young warriors, the same ones you’re sitting and talking to and high five-ing with, and getting ‘em ready to go do their job, they head into town, they’re not all coming back. They’re not all gonna come back. And, you just pray you did everything in your power to ensure that everyone had the best possible opportunity to go to the fight and to win the fight and to come back."

Shortly before the battle commenced, Colonel Shupp was interviewed by Geraldo Rivera:

Geraldo Rivera: "From Camp Fallujah, which is just about three miles from the fight, we are proud to welcome Colonel Mike Shupp, the commanding officer of the Regimental Combat Team 1 of the 1st Marines. Oorah! Colonel, thanks for being on. What are we looking to accomplish in Fallujah?"

Colonel Shupp: "We're going to lift the veil of oppression off of these people that are living inside this from the terrorists, these insurgents, our enemy forces that are in there."

Geraldo Rivera: "It's been a while since we announced our intention to go in there, are you worried that we've given them too much time to get ready for you all?"

Colonel Shupp: "I don't think they could get ready for anything that we throw at them, to be honest with you. We have a really strong force and competent troops and, when we get the order, we're ready to go."

Geraldo Rivera: "I know you're waiting for the order. Does the order come from the Iraqi government, Prime Minister Allawi, or does it come from your boss, the CO?"

Colonel Shupp: "Well, it's coming from the Iraqis, absolutely. We're here to help them. Believe it or not, we're workin' for 'em. We're trying to help them free this country and integrate the legitimate government into this area and trying to do the right thing."

Geraldo Rivera: "Alright. Well, I just want you to know that our hearts are with you. We're thinking about you guys all the time. Tell us the morale of the Marines who are with you right now girding for what could be the toughest fight that you guys have faced since Vietnam."

Colonel Shupp: "Inside the Regimental Combat Team I've got some of the greatest Marines, soldiers, sailors and airmen that you could possibly imagine. We had a great deal of training opportunities and exercises in the field since we've been over here. Our Marines and our Combat Team is ready for action."

Geraldo Rivera: "Colonel, when you go into action are you going to be remembering the names of the Marines who have fallen in recent combat in Iraq? Some have been suicide-car bombed. Some have been booby-trapped. Some have been sniped. Are you going to be thinking about your fellow Marines who've fallen when you go into that city?"

Colonel Shupp: "Absolutely, Geraldo. Their memory is with us every day. Their memory has stiffened us up for the challenge that lays ahead of us, and we will not forget 'em."

Geraldo Rivera: "Oorah! Colonel, thank you. God bless and we're really... we're rooting for you all the way, as you know."

Colonel Shupp: "Take care, America."

Lieutenant General John Sattler remembered speaking to the Iraqi troops just before the battle: "So we gave ‘em the ‘ole, you know, ‘You are the future of your country. You have the responsibility. Your destiny of Iraq lies in your hands, and you are the ones who must, you must have the heart of a lion, and you must have the warrior eye, and when you move forward the enemy does not stand a chance.’ And, they were all cheering and chanting. That one really almost got out of hand, everybody chanting and yelling, ‘Fallujah! Fallujah!’ And high five-ing and, of course, we’re in the middle of about 1,500 to 2,000 Iraqis, everybody’s got an AK and a knife, and grenades hanging off ‘em, and the security detachments saying, ‘Sir, these aren’t vetted, we don’t know where they came from.’"

What’s in a Name? | Phantom Fury/Al-Fajr (New Dawn)

Two days before the attack kicked off, Prime Minister Allawi met with Lieutenant General Sattler in a last-minute briefing: "He came out and went over, and met all the Iraqi warriors and then sat down, looked me in the eye, and that was the night when he said, ‘What is this operation called?’ We said, ‘Phantom Fury.’ And he said, ‘That’s not an Iraqi name. That doesn’t tell the Iraqi people why we're fighting this epic fight.’ And that’s when he changed it. He’s the one who changed it to Al Fajr, which means ‘the dawn,’ the new beginning. Because he saw the crushing of the insurgency inside of Fallujah as the breaking of their dream, as the elimination of their battle cry, ‘Remember Fallujah!’"

Al-Fajr was accepted. The operation now had an Iraqi face, and with the introduction of eight Iraqi battalions, it also had an Iraqi fighting capability.

Lieutenant General Sattler: "We could not be a Coalition pure fight, without the Iraqis side by side with us. And we had developed a kind of a cute phrase called, ‘Put an Iraqi face on it. Let’s put an Iraqi face on it.’ And it was basically a disingenuous phrase. It meant that, when it was time for the photo op, get Iraqis in the picture. When it was time for the heavy lifting, move ‘em out of the way, because we need to be doing this, 'cause we can do it more efficiently and effective ourselves. So, we crushed that phrase, it became, ‘Put an Iraqi capability in the fight.’"

Sattler brought up the question to Allawi of finishing the fight: "I looked him right in the eye and said, ‘Mr. Prime Minister, don’t tell us to go and expect us to stop. I actually said, ‘Just tear your phone out of the wall. Don’t think about calling us and telling us to stop. Because once we get going, we have to go all the way. We’re not gonna stop ‘til we hit the southern end of the town.’ And, he said, ‘I understand. When I tell you go, we will accomplish the mission, we will complete the mission.'"

On the morning of November 7, Allawi declared that a 60-day state of emergency existed across Iraq (except the Kurdish-controlled north) and stated, “The situation in Fallujah could not be solved by peaceful means and approval is given for an attack on the city.”

Produced and narrated by Laura Cross

Based on the book Operation Phantom Fury: The Assault and Capture of Fallujah, Iraq by Colonel Dick Camp

Special thanks is given to the Department of Defense.

Grateful acknowledgement is made to the U.S. Marine Corps for historical interviews.

Warriors featured in this episode:
Captain Jeffrey Beauchamp, U.S. Army
Captain Theodore Bethea, USMC
Lance Corporal Justin Boswood, USMC
Lieutenant Colonel Willard Buhl, USMC
1st Lieutenant Christopher Conner, USMC
Major Todd Desgrossielliers, USMC
Brigadier General Joseph "Joe" Dunford, USMC
Major Andrew Hesterman, USMC
Major Lawrence Hussey, USMC
Major General James Mattis, USMC
Captain Jeff McCormack, USMC
Major General Richard "Rich" Natonski, USMC
Lieutenant General John Sattler, USMC
Colonel Michael "Mike" Shupp, USMC
Lieutenant Colonel Nicholas Vuckovitch, USMC

Interviewers: Dr. Fred Allison, Lieutenant Colonel Timothy Crowley, Lieutenant Colonel Dr. Ken Estes, Chief Warrant Officer William Hutson, Sgt. Tony Nardiello, Geraldo Rivera, Lieutenant Colonel John Way, Captain Joe Winslow, Master Sergeant Robert Yarnell