--- Page 1 ---
Inside Our Own Loop37
miles west-northwest of Basrah, where three high-
ways, one river, the Euphrates, and a canal came to-
gether. It was on the way for anyone going north or
west from Kuwait or Basrah. The argument has been
made that the Marine battle space was a good fit for
the Marine Corps' capabilities, being closer to the
ocean, calling for the ability to cross bodies of water,
and encompassing cities that a Marine regiment, with
-itsmany infantrymen, could subdue more readily
than an Army brigade, which had relatively few "dis-
mounts."129
The I Marine Expeditionary Force took CFLCC's
"Cobra II" Operations Plan and used it to develop its
own plan, which had four phases and came to in-
clude various branches and one sequel. Similar to
contingencies that could become part of the plan, the
branches included were early military collapse, a
variant of "catastrophic success," inundation, which
could occur if Iraqi engineers intentionally flooded
parts of the region between the Tigris and the Eu-
phrates, and the seizure of the crossings over the Eu-
phrates in and around Art Nasiriyah. One sequel, a
mission that I MEF could receive after completing the
missions in the base plan, addressed the seizure of
the oil fields in the north around Kirkuk. The Marines
did not view all of the branches and the sequel as
equally likely, or any one of them as particularly
likely, but wanted to err on the side of being pre-
pared. Speaking about branch plans at his level, Gen-
eral McKiernan referred to "the old adage that you
can have a great plan, but the plan [clould change at
the line of departure for a variety of [reasons]...that
we don't have a great deal of control over...[Wie
ought to...havelots of options....[W]ecan de-
cide which one we are going to execute to obtain
the initiative throughout the fight....[Wieneed to
go through the planning of different branches. .. so
they don't become surprises to us." The general
stressed that it was important for the various parts of
the joint force to coordinate their branch plans in ad-
vance.130
The four phases of the plan ranged from recep-
tion, staging, onward movement, and integration,
commonly abbreviated RSOI, a needlessly compli-
cated acronym for Phase I, or "preparation," which
was mostly about deploying the forces to theater and
preparing them for combat, to "shaping the battle
space" through preliminary attacks in order to de-
grade Iraqi command and control, and seize key
pieces of terrain. This was the phase when various
special operations troops under CentCom's Joint Spe-
cial Operations Command would engage the enemy,
especially in the western and northern parts of Iraq,
and there would be air attacks in the northern and
southern no-fly zones, which had already done much
to ensure air supremacy for the Coalition. Then there
was Phase III, which included the main air offensive
and decisive ground maneuver. Finally there was
Phase IV, post combat operations, which encom-
passed security and stability operations.131
Phase III was the heart of the plan; there was
amazing breadth and depth to the parts of the I MEF
plan dealing with this phase. Phase IV, in compari-
son, received very little attention." There was very lit-
tle guidance from higher headquarters on Phase IV,
not even a basic policy decree. Some of the I MEF
planners found this troubling and got out ahead of
their higher headquarters, making preliminary plans
for Phase IV on their own. They realized that, like it
or not, the Marine Corps would be involved in Phase
IV operations, though hopefully for only a relatively
brief period of time. This was, after all, the kind of
operation that had traditionally been left to the Army.
But as General Conway put it later on, the Marine
Corps had "always done windows" and would now
do whatever the President, Secretary of Defense, or
combatant commander directed.132
A maneuverist, especially if British, might argue
that there was too much detail in Phase III of the I
MEF plan; it was reminiscent of the bad old days
when the Marine Corps prepared "to fight the plan"
as opposed to the enemy. In this conflict, British
plans tended to be very brief and to the point in com-
parison with American plans. One British planner,
Lieutenant Colonel James Hutton, Royal Marines,
could not believe all of the time he spent at planning
meetings with his American counterparts, especially
the U.S. Navy Sea-Air-Land (SEALs) personnel, who,
he thought, tried to plan for every last possibility. It
was, he said, "mind-numbing" and inhibited flexibil-
ity. He added the thought that the Royal Marines
might appear slack by comparison, but they also felt
they had more leeway to react to situations as they
developed.133 When asked about this topic, the typi-
cal I MEF staff officer occupied the middle ground
between the SEALs and the Royal Marines, believing
that the plan itself was nothing but that planning was
everything, because it forced the operators to pre-
pare for a broad range of contingencies. As one of
the lead planners, Colonel George F. Milburn, I MEF's
Future Operations officer, commented: "[YIou have
"As one senior Marine operations officer put it very forcefully be-
fore the war, there was "absolutely no plan for Phase IV. None.
Zero. No guidance." This was an overstatement. There was always
a plan of sorts, but if the word was not passed, perception was re-
ality.

--- Page 2 ---
38 Basrah, Baghdad and Beyond
IraqiWeapons of Mass Destruction
A
fter the variou ta k forces and investigative
committees concluded that addam Hu ein
did not have any weapon of mass de truction in
2003, it was easy to forget the dimensions of this
threat in the minds of the men and women who
were about to go into battle. It was a threat they
prepared for and lived With, in many case for
months. EvelY Marine, soldier, and airman was in­
oculated for anthrax and mallpox before coming
to theater. Once in Kuwait, he carried a set of pro­
tective overalls in his backpack everywhere he
went-along with rubb r boots, gloves, and gas­
mask-and was prepared to use his atropine in­
jectors to save him elf when the seemingly
inevitable attack came and he was "slin1ed." When
to replan continuously. I honestly believe [thatl ...
as Americans we are going to do that anyway. We
will plan for the last day. Once we begin executing,
we will continue to plan. Our job is to make sure that
we can take care of any contingency that comes up
and give the CG ... the game book of all the varia­
tions . . . to make things happen to win the cam­
paign."134
There were various estimates as to the length of
the war. While some of the early plans assumed a
lengthy campaign, in the end the hope, and the ex­
pectation, was for a much shorter campaign. Two
weeks if it goes well, two months if it does not, was
what one of the Army generals told journalist Rick
Atkinson. 135 In early March, General Conway com­
mented that the three weeks predicted by the "talk­
ing heads," retired military officers who had been
hired by the networks at home and were very free
with their advice, was overly optimistic, because
"Saddam has things he could do to slow us down."136
After the war, General Conway's boss, General McK­
iernan, remembered that Phase III had been planned
"as if there [would bel.. determined fighting all
along the way .... There were planning timelines
that took it all the way [out tol 125 days."137 One of
McKiernan's planners, Major Evan Huelfer, remem­
bered that General Franks sometimes sang a jingle
that went "5-11-16-125," haVing to do with timelines:
5 days to position the final airbridge after the Presi­
dent made the decision to launch; 11 days to flow
the final pieces of the "start force"; 16 days for the
combined air and special operations attacks; and 125
days for the ground offensive. 138
on high alert, the Coalition forces ~ ore the over­
alls over their uniforms in the desert heat and con­
tinued their mi ion. The best anyone could say
about the heavy cloth protective gear was that it
was not as hot as it eemed-and certainly not as
hot as earlier generations of rubberized gear. ot
only did the Coalition expect to encounter
weapons of ma destruction when its forces
reached Al Kut on the way to Baghdad, but it also
feared that Saddam could launch strike against
troop concentration , headquarters elements, or
airfields in Kuwait, targets that were lucrative,
close, and, in some cases, well known to the Iraqis
who, after all, had occupied many of the ame
bases in 1990.
The uncertainty about timing matched the uncer­
tainty about the enemy. Coalition Forces Command,
and its major subordinate commands, seemed to be
working off a set of assumptions that various agen­
cies had developed for the contingency. General
McKiernan explained those assumptions in an inter­
view a few months later. The Iraqi forces were basi­
cally divided into three categories, the regular Army,
the Republican Guard, and the Special Republican
Guard. The Iraqi navy and air force no longer posed
a threat to anyone but themselves, but there were ap­
proXimately 21 ground divisions of various kinds and
strengths for an estimated total of some 330,000 and
430,000 men. The regular Iraqi Army, which did not
appear to be at a particularly high state of readiness,
had up to six divisions in southern Iraq, including
two that were relatively close to the border-the 51st
Mechanized DiVision, in and around the city of Az
Zubayr near Basrah, and the 11th Infantry Division,
associated with the cities of An Nasiriyah and As
Samawah on the border of the western desert. There
were two other regular Army divisions in I MEF's area
of operations that bore watching, the 10th Armored
Division, in the vicinity of Al Amarah, and the 6th
Armored Division, around Basrah.
General McKiernan surmised that Saddam Hussein
probably intended his forces in the south to be no
more than "a speed bump" for the Coalition. They
would not put up much of a fight, and the Coalition's
biggest problem would probably be what to do with
all of the prisoners of war when they surrendered as
they had in droves in Desert Storm. However, he ex­
pected that there would be something like a cordon

--- Page 3 ---
Inside Our Own Loop39
around Baghdad of four elite Republican Guard di-
visions at a much higher state of readiness to defend
the regime's center of gravity. At least two of these di-
visions, the Baghdad and the Al Nida, were likely to
stand between I MEF and Baghdad. If and when
Coalition forces approached the cordon, Saddam
might attack them with weapons of mass destruc-
tion—that is, chemical or biological agents, which
virtually everyone in uniform in the area of opera-
tions expected to encounter at some time during a
war with Iraq. Inside the protective cordon around
Baghdad there was also a "missile engagement
zone," which meant the Iraqis were thought to have
good antiaircraft defenses ranging from missiles to
antiaircraft artillery to hand-held weapons.139 The
missile zone would be part of an urban Baghdad de-
fense. The Special Republican Guard, estimated at
around 15,000 soldiers and which was more like a
palace guard than an army unit, would be part of that
defense. Finally, there were the various irregular for-
mations of paramilitary thugs like the Saddam Fe-
dayeen. They were mentioned in most prewar
assessments of the opposition, but they were seldom
highlighted. The bottom line is that whoever the
enemy turned out to be, no one thought the Baghdad
fight would be easy.140*
Coalition Forces Command's assumptions were
based in part on information collected by various so-
phisticated "national" means of collection. There was,
for example, excellent overhead coverage; you could
count the tanks in a tank park without any trouble.
Task Force Tarawa's operations officer, Colonel
Ronald J. Johnson, remembered he had voluminous
order of battle information about the Iraqi Army, in
some cases, down to the cell phone numbers of the
Iraqi commanders, a truly impressive collection of
data. What was lacking was hard information, espe-
cially about intentions. No one seemed to know what
the enemy was thinking. Who could and would fight?
What was the relationship between the regular army
and the Ba'ath Party or the various special military
and paramilitary organizations that the party had cre-
ated?'4' In another example from the fall of 2002, the
1st Marine Division was exploring these questions
and came up short. General Mattis wanted to organ-
ize an understudy program whereby his officers stud-
ied enemy division and corps commanders in order
to understand them. But, given the shortage of
human intelligence, "it was very hard, even for these
Army estimates placed some 350,000 soldiers in the regular
Iraqi Army and some 80,000 in the Republican Guard. (Rick Atkin-
son, In the Company of Soldiers [New York, NY: Henry Hold, 2004],
p. 105)
dedicated young officers who were doing everything
they could to... getinformation, to determine what
was the background, what was the military school,
what was their combat record, what [was] their po-
litical record," in short, to get a feel for their enemy
based on the kind of information that military at-
taches traditionally collect.142 As late as early March
2003, General Conway complained, in his diplomatic
fashion, that there was "not as much intel coming in
about Baghdad as we'd like" in order to plan that
urban fight.'43
Not much more was known about Saddam Hus-
sein's plans. Even after the war it took months for the
Coalition to start to assemble a picture of his frame of
mind, which appears to have lacked clarity and been
unduly optimistic. He probably believed the Coali-
tion would begin by waging a long air war, which
would enable him to buy time for a cease-fire bro-
kered by his friends in Moscow and Paris. Coalition
planners generally believed that Saddam placed his
hopes in various kinds of delaying tactics, both po-
litical and military. But according to a thoughtful ar-
ticle in The Washington Post in November 2003,
investigators had been unable to find evidence of a
coherent strategy for a ground war, such as a plan to
abandon Baghdad and fight a guerrilla war, or to use
weapons of mass destruction when Coalition forces
penetrated too deeply into Iraq, despite interviews
and interrogations of many former Iraqi officials and
military leaders. A former Iraqi general who had been
a division commander, Abed Mutlaq Jubouri, proba-
bly summed up the situation accurately when he said
that Saddam Hussein failed to prepare his defenses in
any kind of rational, systematic way. "There was no
unity of command. There were five different armies
no cooperation or coordination. As to the de-
fense of Baghdad, there was no plan."144
Planllers throughout I MEF also wanted more in-
formation to drive their planning for Phase IV. There
seemed to be even less processed and readily avail-
able information about the nature of Iraqi society
than about the Iraqi Army—that is, information ad-
dressing the degree of popular support for the
regime, or the challenges that the Coalition would
Historians Williamson Murray and Robert Scales reported that
three U.S. Army generals commented that they were astounded
by the depth of control the regime had over the people, and that
another command was astounded by the tenacity of the individ-
ual paramilitary fighters. It was their contention that the various
U.S. intelligence agencies should have been able to develop, high-
light, and present this kind of information, much of which was
freely available on the internet. (Atkinson, In the Company of Sol-
diers, p. 106; Reynolds, Journal, entry for 4Nov03)

--- Page 4 ---
40Basrah, Baghdad and Beyond
face in the wake of "catastrophic success," the short-
hand for what was likely to happen if Saddam Hus-
sein and his sons were overthrown by a sudden
uprising. Another way to ask the question was what
will Iraq be like after a successful offensive by the
Coalition? What was the state of the infrastructure?
How did the electricity work? How about the plumb-
ing? What about the economy? Would the civil ser-
vants return to work and be able to do their jobs? All
that existed in the way of answers to these questions
were hazy assumptions that the Coalition might face
a humanitarian crisis, for which it did prepare, espe-
cially by stockpiling food, and that it would be able
to rely, at least to a certain extent, on Iraqi civil ser-
vants to get things going again.145
'Some of this information existed inside centcom and at other
agencies inside the Washington Beltway. Gen Zinni had organized
an interagency war game in 1999 to explore the challenges of re-
building Iraq if Saddam Hussein were killed or deposed. For var-
ious reasons beyond the scope of this monograph, the topic was
not a priority either for Pentagon or, by extension, CentCom plan-
ners at any time before March 2003.

--- Page 5 ---
Chapter 3
Preparing I MEF for War: The Most Important Fight
is the First Fight
The major subordinate commands of I Marine Ex-
peditionary Force did not wait for a formal order to
prepare for war with Iraq. General Conway, who
commanded 1st Marine Division before taking com-
mand of I MEF, had exercised the division's capabil-
ities for war with Iraq in the first half of 2002.146 When
he took command from General Conway in August
2002, General Mattis put the division on a virtual war
footing. From the outset his guidance was 'to physi-
cally and mentally focus on one task...thedefeat
of the Iraqi Army and the liberation of the Iraqi peo-
ple."147 A few hours after the change of command, he
gathered his commanders together in a secure room
at I MEF headquarters at Camp Pendleton and told
them to enjoy the coming weekend because it would
be their last weekend off for a long time. They could
take the time to ask forgiveness from the Almighty
for what they would do to the Iraqi Army when the
time came. In the meantime, he wanted them to train
as if this week were the last week of peace.148
A general requirement for speed of execution and
maneuver over distance governed individual and unit
preparations. At many levels the division evaluated
procedures, organization, and equipment with a view
to being able to move and fight rapidly. For example,
in September 2002 long-distance communications ex-
ercises took place, shifting control back and forth
from the forward and the main command posts. Then
the division structured its regimental combat teams
to make them more robust and able to operate inde-
pendently. The 5th Marines, for example, were rein-
forced with a battalion of tanks and a battalion of
eight-wheeled light armored vehicles. Similarly, Mat-
tis made sure there were enough tactical vehicles for
everyone to ride to the fight and ordered modifica-
tions to enable the vehicles to carry extra fuel by
welding "gypsy racks" to them, an initiative that did
not find favor with the traditionalists in the motor-
transport chain-of-command.
This was not simply a matter of general condi-
tioning and preparedness. The division soon went
beyond the general to anticipate specific missions, as-
signing them to subordinate units and staging elabo-
rate rehearsals. This was especially true for what
would become known as the "Opening Gambit," the
division's scheme of maneuver for the opening days
of the war. Around the division, there were mockups
of various objectives in Iraq. At one point the park-
ing lot in front of the division command post was
taken over by a vast model of southern Iraq for an as-
toundingly detailed set of exercises, with toys usually
used to create a make-believe world:
The CG decided [that] using... Legoblocks to
represent every vehicle in the division would be
a fine way to visualize the ...challenges...of
moving massive numbers of vehicles down.
the limited [number of] roads [m Iraq].... Legos
were available in a variety of sizes, and were
color coded. Specific colors and sizes would be
assigned to a unit's vehicles, then the blocks
would be attached to the corresponding plates
[!] [for]...eachof the units of the division. A
scaled terrain model was built to replicate the
major terrain features in southern Iraq....[Elach
battalion walked through its scheme of maneu-
ver, moving [its]... Legopieces in the proper
sequence....Foreach traffic jam of plastic
blocks, the...audiencewas forced to ask itself,
"Who owns the battle space? Where exactly are
the boundaries?"... These drills shaped the ac-
tions that would take place on the ground in
Iraq.... Forexample,...theMAG-39 Opera-
tions Officer ...[saw]that the AH-1...[Co-
bras] were oriented to the east in support of RCT
7's attack on the 51st Mechanized Division.
atdawn....[T]hepilots would be attacking into
the morning sun. The...planwas changed ac-
cordingly.149
Conway addressed the issue of supplying Marines
stretched from Kuwait to Baghdad. In Enduring Free-
dom, a relatively small force, Task Force 58, had op-
eratedsuccessfully some 400miles from the
beachhead. But now planners were talking about tak-
ing I MEF hundreds of miles into Iraq. By doctrine
such a distance exceeded Marine Corps capabilities
and spawned concerns that, logistically, I MEF was

--- Page 6 ---
42Basrah, Baghdad and Beyond
JCCC 020125-N-6967M-506
Prior to assuming command of Ma rine Logistics Com-
mand, BGen Michael R. Lehnert, center, served as
head of the joint task force charged with the custody
of Al Qaeda detainees at Guantanamo Bay, Cuba.
The organization would form the bridge between 1st
Force Service Support Group up front and the theater-
wide US. Army support command.
trying to go "a bridge too far." From the beginning,
many senior officers, starting with the Commandant
of the Marine Corps himself, focused on logistics as
one of the three potential show-stoppers in Iraq, the
other two being weapons of mass destruction and
urban combat.15° Luckily for the Marine Corps, in-
ventive and energetic logisticians were ready to take
on the challenge.
The I MEF subject matter expert for logistics was
the commanding general of the 1st Force Service
Support Group, Brigadier General Edward G. Usher
III. General Usher knew the doctrine. The force serv-
ice support group typically entered a theatre organ-
ized in stovepipes, that is, by function; there were
headquarters and service, maintenance, supply, en-
gineer, transportation support, medical, and dental
battalions. Once overseas, the group tended to es-
tablish and maintain large stationary bases. If re-
structuring was necessary, it occurred in theater. Not
flamboyant but thoroughly professional and forward
thinking, General Usher decided he would task-or-
ganize to meet the challenge before leaving Califor-
nia, a process he started in the fall of 2001. The goal
was to create combat service support units that inte-
grated the various functions, something like the com-
bined arms approach applied to combat service
support to meet a variety of needs for the supported
unit. For example, after Usher's reorganization there
was Combat Service Support Group 11, which was to
support 1st Marine Division through a combat serv-
ice support battalion in general support, and three
combat service support companies attached to the
regimental combat teams in direct support. The bat-
talion was expected to establish repair and replen-
ishment points throughout the battlefield, while the
companies followed in trace of the regiments, carry-
ing one to two days of Class I (food), Class III (fuel),
and Class V (ammunition) supplies. Another unit,
Combat Service Support Battalion 22, was to support
Task Force Tarawa, while Combat Service Support
Group 13 supported the 3d Marine Aircraft Wing and
its innovative plans to push supplies deep into Iraq.
Providing general support to I MEF was Combat Serv-
ice Support 15, required to have four days of supply
on hand, as well as a full complement of transporta-
tion, engineer, and military police assets.151
For this war there were to be additional innova-
tions by way of putting medical support virtually on
the front lines, the shock trauma platoons and the
forward resuscitative surgical systems would win
praise for saving lives, as well as thoroughgoing
preparations to conduct assault bridging operations,
which were expected to play an important role in I
MEF's area of operations. The ultimate goal of these
preparations was better integration into the I MEF
scheme of maneuver, from the initial stages of the
planning process through the execution of the plan,
and to enable I MEF to push the envelope a good hit
further than it had ever been pushed before.
[f 1st Force Service Support Group operated at the
retail level, its wholesaler was to be the Marine Lo-
gistics Command (MLC). Comprising more than 4,000
Marines, mostly from 2d Force Service Support
Group, the MLC was under the command of
Brigadier General Michael R. Lehnert and remained
under the operational control not of I MEF hut of
MarCent. It was intended to serve as a bridge be-
tween 1st Force Service Support Group and the the-
ater-wide Army support command, the 377th Theater
Support Command. The mission of the 377th was to
support "Big Army" in a land war, as opposed to an
expeditionary war, the Marine Corps' forte. But since
the Marines were now preparing to fight a land war,
they needed help from organizations like the 377th.
General Hailston remembered an initiative to estab-
lish an MLC in Korea in the 1990s, and General Usher
commented that it was an organization that had
grown out of the lessons learned from the Gulf War.
That is, the Marine Corps needed something it did
not normally have—an operational logistics capabil-
ity, at the echelon above I MEF. In his words: "the
MLC basically [was]... ourbroker for overarching
sustainment requirements for the theater."152


--- Page 7 ---
Preparing I MEF for War43
Apart from such general statements of intent and
a study by the Center for Naval Analyses, the Navy's
think tank, there was little guidance and virtually no
doctrine for General Lehnert to follow in preparing to
stand up his command. The general was left basically
to follow his own instincts and to learn through trial
and error. He was a good choice to run a start-up op-
eration, having recently weathered the challenge of
standing up the task force to establish and run the
detention center at Guantanamo Bay for the Al
Qaeda detainees from Afghanistan. He had done so
with just the right mix of common sense, good peo-
ple skills, initiative, and energy. Now, in the Kuwaiti
desert, he would need the same skill set. The MLC
might look to the 377th for certain categories of sup-
plies or equipment that were not in the Marines' in-
ventory such as line haul (long-distance trucking)
and heavy equipment transporters (usually used to
transport tanks to save wear and tear). But if the
377th did not have enough assets to support both the
Army and the Marines, General Lehnert would have
to find work-arounds to obtain what the Army could
not provide, in addition to maintaining wholesale
stocks of Marine Corps supplies and ammunition.
Given the emphasis on speed and distance, it
made sense for General Mattis to declare his intention
to create the "most air-centric division in history" and
to forge a close relationship with the 3d Marine Air-
craft Wing under Major General James F. Amos.
Amos, a former fighter pilot, had a good mix of com-
mand and staff time, including a tour as the head of
the leadership section at The Basic School and com-
bined/joint tours in Europe. His personal style was,
by Marine Corps standards, laid-back; he was un-
usually approachable and looked for the common-
sense solution as opposed to asserting his status or
rank. That said, he was nothing if not results-ori-
ented.153
What General Mattis said was certainly true, but it
was not just the division-wing relationship that mat-
tered; what was forged in 2002 was a very effective
division-wing-force service support group team in the
best tradition of the Marine air-ground task force. It
was the personalities of the leaders, technology, and
doctrine that came together to create an unusually
powerful force. Precision weapons like the joint di-
rect attack munitions, and changes in the doctrine for
close air support, which made it easier to run, even
*By joint doctrine, each Service is responsible for supplying itself,
especially with respect to Service-specific items. However, the
combatant commander has the authority to create his own logis-
tics structure, especially to designate theater support mechanisms,
typically for "common-user" items.
Photo courtesy of Col Charles J. Quilter II
A graduate of the University of Idaho and a naval
aviator, MajGen James F. Amos held a variety of op-
erational and staff assignments, including duty with
the North Atlantic Treaty Organization, before as-
suming command of the 3d MarineAircraft Wing in
August 2002.
when no one could see the target, opened up a new
range of options. The plan was for Marine air to take
on its traditional missions, close air support, casualty
evacuation, and occasional resupply, but Generals
Conway and Mattis also wanted it to be a maneuver
element in its own right, to take on more "indepen-
dent" missions for the air-ground task force.'54
This meant complicated discussions on what air-
craft to bring to the fight and how best to use them.
Through the process of global sourcing to augment
its own resources, the wing put together an excep-
tionally robust team that would peak at 435 aircraft
and some 15,000 Marines and sailors, making it the
largest wing to deploy since Vietnam. The aircraft
ranged from McDonnell Douglas FA-18 Hornet and
McDonnell Douglas AV-8 Harrier fighter-bombers, to
Lockheed KC-130 Hercules tanker/transports, to the
same workhorses that Marines on the ground have,
quite literally, been looking up at since the Vietnam
War, the Bell UH-1H Huey and Boeing CH-46 Sea
Knight helicopters. (Some older Marines remembered
that the first CH-46s came on line in 1964 and have
carried three generations of Marines into battle since
then.) Two other helicopters, the Bell AH-1W Super


--- Page 8 ---
44Basrah, Baghdad and Beyond
Cobra, a remarkably versatile platform for close air
support, and the Sikorsky CH-53 Sea Stallion, pro-
viding a heavy lift capability, rounded out the inven-
tory.
Having more or less resolved the issue of who
would control Marine air, CFACC or I MEF, in their
favor, the force was largely free to use its air as it
wished. The first priority was to gain and maintain
air superiority, which would not take too much of
the wing's time, given the state of the Iraqi air force
and the drubbing that the Iraqi air defense system
had taken in Operation Southern Watch, especially
in the past few months. The next priority would be
enemy command-and-control systems. At least ini-
tially, enemy artillery would rank almost as high as
command and control on the list of priorities. This
was in large part because everyone in the Coalition
was worried about Saddam's abilitytodeliver
weapons of mass destruction. (Any other targets as-
sociated with weapons of mass destruction that arose
would also be a priority.)155
Many of these targets could be prosecuted as part
Sgt Carlos Carrasco of the 3d Light Armored Recon-
naissance Battalion prepares to hand-launch a
Dragon Eye interim-small unit remote scouting sys-
tem at Camp Ripper Kuwait.
DVIC DM-SD-05-05008
of the "deep battle," deep being more of a concept
than a location, although many deep targets would
be far from what would pass for front lines in Iraq.
The wing would be charged with reducing threats to
I MEF before they could close with the Marines, or
vice versa. General Conway wanted the wing to be
prepared to take on Iraqi divisions that were still
many road miles away from division's lead elements,
and to reduce their effectiveness before they even
started thinking about moving into battle. The Repub-
lican Guard divisions near Baghdad that were in the
Marine area of operations were excellent candidates
for everyone's list of deep targets. Closer in, hut not
necessarily that much closerin, General Mattis
wanted the wing to defend his columns as they raced
deep into Iraq, destroying enemy formations that
could threaten the division's flanks and uncovering
any other threats during the Marines' march up-coun-
try.
Since the battlefield would be fluid, without well-
defined "friendly" and "enemy" lines, careful coordi-
nation would be necessary between the Marines in
the air and on the ground. This called for some in-
novative thinking and organizing. The basic policy
was to decentralize various functions and to keep
them as close to the front as possible. This was true
for "direct air support centers, air support elements,
[and] imagery liaison cells from VMU [Marine Un-
manned Aerial Vehiclel squadrons," flying unmanned
aerial vehicles for reconnaissance, which became
very popular with ground commanders, not to men-
tion dedicated casualty evacuation and command-
and-control aircraft.156 Each regimental combat team
would have its own dedicated aircraft and its own
aviation support element. To enable this organiza-
tion, the wing planned for a number of forward op-
erating bases and especially forward arming and
refueling points, the small mobile bases that would
spring up alongside the advancing forces. In other
words, for instance, if the commander wanted sup-
port from the wing, he would not have to work
through some impersonal, centralized mechanism
that would dispatch airframes from a base perhaps
hundreds of miles away. Instead, he could call on the
assets that were dedicated to him and that could be
rearmed and resupplied locally.157
Typical of the intense preparations for air-ground
cooperation was the rehearsal of concept (ROC) drill
at the Wing Operations Center in Miramar, Califor-
nia, on 6 January 2003, with force and division com-
manders in attendance, along with all of the wing's
group commanders. Intended, like the many other
drills in Operation Iraqi Freedom, to refine the plan


--- Page 9 ---
Preparing I MEF for War45
and make sure that all of the commanders under-
stood it in the same way, this particular evolution was
the first of its kind for a Marine air wing, which gives
you a sense of how much more integrated the wing,
already a major constituent part of the air-ground task
force, would be in this fight.'58 The drill laid out the
wing's plans for supporting both I MEF and the divi-
sion; what was clear once again was the extent to
which it would not only provide close air support to
the ground combat element, but would also serve as
a maneuver element in its own right as it attacked
deep targets and moved its assets around the battle-
field, both in the air and on the ground.
The "shared understanding" that emerged from the
wing's ROC drill was one more example of that phe-
nomenon in late 2002 and early 2003. General Mat-
tis used those same words when he described the
synergy that developed among Marine commanders
at various levels, especially but not exclusively
among the general officers who worked so well to-
gether under General Conway, whose command
style was to welcome newcomers to the fold.'59 The
commander of Task Force Tarawa, General Naton-
ski, was happy to find General Conway ready to
reach out to "the outsiders" from Camp Lejeune and
make them "his own," narrowing the gap (which was
as much perceived as real) between East Coast and
West Coast Marines. "Shared understanding" contin-
ued to make it possible to work smoothly, both in
the joint arena and within the air-ground task force,
to rely on mission orders and the commander's intent
and to operate with lean staffs and a "light" commu-
nications suite. The intended result was speed, the
mantra that permeated I MEF, division, and wing
planning, even before General Franks ordered his
commanders to execute Operations Plan 1003V with
the memorable words, "Make it fast and make it
final. "160
Asthedrills,and the planning, proceeded,
Marines flowed into the country in great numbers.
Apart from the Corps-wide "stop loss/stop move" de-
cree, which applied to individuals, one of the most
significant events in January was the approval of the
deployment orders that began the wholesale flow of
I MEF forces to Kuwait. According to I MEF's com-
mand chronology, the main deployment orders were
177A, issued on 2 January 2003, and 177B, issued on
14 January 2003. Together these two orders were
ironically known as "son of the mother of all de-
ployment orders," the Army's deployment order
being the "mother of all deployment orders."161 There
has been considerable discussion of the use of de-
ployment orders, with their ad hoc flavor, as opposed
JCCC 030215-N-2972R-065
Marines from the 2d Marine Expeditionaiy Brigade
walk down the beach at a Kuwait Naval Base after
disembarking from "Hopper 68," a US. Navy air
cushioned landing craft.
to the more traditional, and many would argue, or-
derly, sequenced deployment data process.162 The
Pentagon decision to use deployment orders, appar-
ently in search of strategic and political flexibility, did
not meet with universal approval in the field. For one
thing, it made planning that much more difficult, as
each deployment, at least in theory, stood alone.
Planners remember feeling that they needed to
change the plan every time they generated a request
for forces, which would go to the Office of the Sec-
retary of Defense for approval and, with luck, turn
into a deployment order. But the basic problem was
still about sequence, as when a front line unit was
separated from its enablers, that is, the units that sup-
ported it. A fair criticism from the Marine point of
view was that the process could threaten the integrity
of the air-ground task force, which was less likely
under the deployment process.'63 Finally General
McKiernan made what was perhaps the most telling
criticism, from the warfighter's perspective, of the use
of deployment orders. When asked about his reac-


--- Page 10 ---
46Basrah, Baghdad and Beyond
Photo courtesy of CFLCC
Two Marines guide the driver of an M1A1 Abrams
tank into a staging area after it was offloaded from a
Maritime Prepositioning Force ship at a port in
Kuwait. One Maritime Prepositioning Force squadron
carried enough equipment, ranging from food and
ammunition to tanks and howitzers, to outfit 17,000
Marines for3o days.
tion to this "just-in-time" approach to delivering
forces and equipment to theater, he replied with the
very sensible observation: "I don't want them just in
time. I want them a little bit early."64
Once they received their orders, I MEF units trav-
eled to theater by sea and by air. There were the two
amphibious task forces (ATF), known as ATF East
and ATF West, which set sail in January and carried
some 11,000 Marines and their equipment on 13
ships to Kuwait. Amphibious Task Force East carried
the 2d Marine Expeditionary Brigade command ele-
ment, and the elements that would serve under the
brigade in Kuwait and Iraq, and arrived on 15 Feb-
ruary.'65 Amphibious Task Force West carried Regi-
mental Combat Team 1 (RCT 1), built around 1st
Marines, and various aviation and combat service
support units, arriving in late Febmary.1'5'5
The remaining units came over by air, using a mix
of military and chartered civilian aircraft. Some
Marines literally flew first class, but for the majority it
was a long, uncomfortable trip under crowded con-
ditions. The 11 ships of the Maritime Prepositioning
Force (MPF) squadrons moved independently to
Kuwait with equipment for the 3d Marine Aircraft
Wing and other I MEF units. Working 24-hours a day,
seven days a week, Marines and sailors unloaded the
ships in record time."5 In the end, MarCent moved
some 60,000 Marines and their equipment to Kuwait
in less than 60 days, a staggering accomplishment. In
December 2002 there had been only a handful of
Marines in Kuwait, but by 1 March 2003, I MEF had
about one-half of all the operating forces in the Ma-
rifle Corps in country, facing north."58
Upon arrival in Kuwait, Marines and equipment
moved into camps in the desert between Kuwait City
and the border with Iraq that varied from relatively
comfortable to very austere. I Marine Expeditionary
Force had established its headquarters at Camp Com-
mando, a few miles from Kuwait City. It had origi-
nallybeen acquiredtoserveasano-frills,
low-maintenance expeditionary camp for Marine
units passing through Kuwait on routine exercises.169
In the fall of 2002, however, as the force and divi-
sion staffs trickled in, the camp had started its meta-
morphosis into a medium-sized military city.In
February 2003 a member of the I MEF staff, Major
Grant A. Williams, described Camp Commando in
less than glowing terms:
The area we obtained was an isolated portion of
a Kuwaiti commando training facility. Last year
we contracted to start pouring concrete slabs,
[for] rudimentary plumbing, drainage, and [to]
stockpile building materials....Commando
Camp is [now] a fortress carved out of the sand.
The physical layout. ..isapproximately two
miles around the perimeter ...surroundedby
concertina wire and fences. On the inside of the
perimeter is a seven-foot berm that encircles the
camp. This is an anti-RPG [rocket propelled
grenade]... precautionthat makes it difficult to
get a direct shot into the camp. All the key points
have guard towers with very focused young
Marines manning them 24/7. In the center of the
base is a seven-story tower the Kuwaitis use for
repelling.... Wehave deployed a sniper team
at the top of the tower....Withnight vision
goggles and infrared sights they can see and take
out any bad Hadjis...amile away day or
night.17°
Within the I MEF compound, surrounded by the
tents of various sizes, stood three windowless "But-
ler" buildings made of sheet metal that looked like
small warehouses. These became the combat opera-
tions and information center for I MEF Rear when the
war started. Set up inside the nearly featureless build-
ings were cafeteria-style tables where staff officers
with laptop computers controlled the force. One of
the few decorator touches was a poster of The
Scream by the gloomy Norwegian artist Edvard
Munch, contributed by the operations officer, Colonel
Larry K. Brown, Jr., who liked calling his domain the


--- Page 11 ---
Preparing I MEF for War 47
Marine Order of Battle
B
y 0800 on 17 March 2003, the order of battle for I MEF, and the individual components strength and
missions, were depicted in briefing charts at MarCent.
• I MEF Command Element-4,638
• 1st Marine Division-20,606-Secure the south­
ern oil fields; conduct a passage of lines through
Task Force Tarawa, and attack toward Baghdad.
• 3d Marine Aircraft Wing-14,381-Shape I
MEF's battle space; screen the ground combat ele­
ment from attacks; support CFACe.
• 1st Force Selvice Support Group-10,504­
Provide direct combat service support to I MEF; in­
terface with the Marine Logistic Command, a
theater-level command under operational control
of MarCent.
• I MEF Engineer Group-3,121-Maintain roads
and bridges along the I MEF lines of communica­
tion; this unit was a composite of U.S. avy con­
struction battalions and Marine engineers.
• Task Force Tarawa (2d Marine Expeditionary
Brigade)-5,091-Secure An Nasiriyah and crossings
"House of AngSt."171 There was also a mobile com­
mand post. Able to deploy to Iraq, I MEF Main was
to be built around a structure known as "the Bug"
because of its strange shape and because it bristled
with antennae and radar dishes. Major Williams ex­
plained:
We recently procured some high-speed, low­
drag command tents that are similar to your
basic self-erecting camping tent ... on steroids.
We can put up an interconnected dome style
tent that can shelter 100 fully [functional] ter­
minals hooked up to satellite feeds within four
hours. Large ... projection screens can display
real-time satellite imagery and video feeds from
unmanned aircraft. Environmental systems
keep the inside cool (relatively) .... [These are]
not for the people but for the computers. [This
command center is intended for service] well
behind the front lines but [able] ... to move
across the Euphrates River; secure lines of com­
munication.
• 15th MEU-1,739-Attach to 1 (UK) Armored
Division for Opening Gambit; attach to Task Force
Tarawa.
• 1 (UK) Armored Division-21,045-Attack
north from Kuwait; conduct relief in place in oil
fields with 1st Marine Division; secure Basrah and
vicinity.
• I MEF Total-81,125
Other Marine Forces in Theater:
MarCent Command Element (Bahrain)-385
Marine Logistics Command (Kuwait)-4,525
CJTF/Consequence Management (Kuwait)-742
MarCent Total-86,777*
• This is the rendition of the MarCent morning report, 17Mar03,
captured by the field historian attached to MarCent, LtColJeffery
Acosta, and sent to the author bye-mail. The total does not
show the Marines conunitted to ClTF Horn of Africa.
forward so that the general can remain close to
his battlefield commanders. 172'
Apart from Camp Commando, there was quite a
range of living conditions for Marines in Kuwait. Less
austere, but still far from luxurious, were the Kuwaiti
air force bases at Al Jaber, to the south of Kuwait
City, and Ali Al Salem, to the west of the capital,
where, thanks in part to other tenants like the U.S. Air
Force, there were some creature comforts like a
good, air-conditioned mess hall and shower trailers.
But even at a "developed" base like AI Jaber, virtually
'''MEF Forward" was the term used when the Gen Conway left I
MEF Main and went even farther forward with a very small staff.
The Bug's footprint, just for its satellite dishes and related gear,
was estimated at a mind-boggling one kilometer by one kilome­
ter, and there were questions about why the I MEF even needed
the Bug, since the communications suite in Kuwait was so good,
as good as or better than the Bug's. The answer was that Gen Con­
way placed considerable emphasis on being physically close to
his Marines. (Reynolds, Journal, entries for 10May03, 19July04)

--- Page 12 ---
48 Basrah, Baghdad and Beyond
DVIC DM-SD-05-03345
A below the horizon, aerial view of a 1st Marine Division unit command operation center and surroundings
at an encampment in Kuwait. By mid-March 2003, the area would house more than 20,000 Marines.
all Marines lived and worked under canvas. When
you drove onto the base at Al Jaber, you passed
under an archway where it was said Saddam Hus­
sein's forces had hanged Kuwaiti air force officers
when they took over the country in 1990, just to let
everyone know who was now in charge, a potent re­
minder of why the Coalition had returned in 2003.
Some Marines lived and worked at Camp Doha, a
sprawling U.S. Army base between Camp Com­
mando and Kuwait City that looked like a prison in
Catching the Bug
T
he "Bug" was the brainchild of I MEF's intense
chief of "taff, Colonel John C. oleman. In the
fall of 2002 he sold the concept to General Conway
and then went to find the right tentmaker, whom
he located in Virginia. Sitting on the floor of the
tentmaker's shop, he had sketched his concept. A
few day later the finished product appeared at I
MEF headquarters in California. The force took it to
Kuwait, and tested it in the desert outside Camp
Commando, passing command back and forth with
I MEF Rear. It offered the commander "an incredi­
bly rich picture of the battlefield." creens in the
command center could display a mind-numbing
array of data, from live Cable ews etwork re­
ports from the front lines, to customized maps, to
satellite imagery. The software even allowed the
commander to "test drive" potential routes through
built-up areas. Colonel Coleman said that putting
the "Bug" together was the easy part. The hard part
was educating the staff, which he divided into the
"Flintstones," the stone age warriors, and the "Jet­
sons," the space-age warrior. But Flintstones could
grow into Jetsons only when they had the right
equipment. The "Bug" replaced the old maps cov­
ered with clear acetate, ovelwritten with grea e
pencil, and updated with data from old-fashioned
line-of-sight tactical radio nets. That is what many
ubordinate Marine units till had, where there
were only a few technological marvels like the
"Blue Force Tracker," a laptop computer screen
with ground-satellite links showing the location of
friendly units and even allowing their command­
ers to exchange a few words.'
'Col John C. Coleman intvw, llDec03 (MCHC, Quantico, VA);
David J. Lynch, "Marines' Mobile War Room Is Rich with Data,"
USA Today, 31Mar03, p. A-06.

--- Page 13 ---
the desert, with its watchtowers and rings of security
provided by U.S. contractors. The guards were retired
U.S. military personnel making good tax-exempt
money. Doha was home for the Marines who worked
at C/JTF-Consequence Management and for the
Marines on the Coalition Forces Land Component
Command (CFLCC) staff. The Coalition Command
had an incredibly sophisticated command and infor-
mation center, much more elaborate than the "Bug,"
and some of the accommodations at Doha were
among the best in theater. The camp even boasted
some semi-private, air-conditioned trailers. But much
of the accommodations were far more basic, like the
warehouses where soldiers and Marines simply set
up their cots in large, open bays in the withering
heat.
Apart from Camp Commando, Doha, and the air
bases, most of the camps in Kuwait were simply
patches of desert where Marines pitched their tents
and bulldozed sand to form a protective berm around
the perimeter. General Mattis had said he wanted
everyone in his division ready to live like an infantry
lance corporal in the field, and, for the most part, cir-
cumstances obliged him. The division's Camp Matilda
was in the middle of nowhere and comprised a num-
ber of large 50-man tents, mostly rented from the
Kuwaitis. They looked like the U.S. military's general-
purpose tents but were much larger, designed for tra-
ditional Arab social gatherings in the desert. Now
they were surrounded by oceans of equipment,
mostly from the MPF ships, much of it still painted
green or "Woodland" camouflage, and by two-man
tents pitched here and there wherever there was a
vacant bit of sand. No one knew for sure exactly how
big these encampments were, but they were not
small. For example, the commander of Regimental
Combat Team 7,ColonelSteven A. Hummer, gauged
the size of his regiment's encampment within Camp
Matilda by the amount of time it took him to jog
around it, 30 minutes.'73
No matter which camp they called home, most
Marines in Kuwait had to put up with frequent sand-
storms that could blind a man as surely as a blizzard
in the Dakotas, as well as temperatures that could
sink to near freezing at night and soar to well over
100 degrees Fahrenheit during the day. Every Marine,
soldier, and sailor in Kuwait knew he was within the
"Scud fan," that Saddam Hussein could fire missiles at
the American forces that were concentrated in a small
area. Many feared that Saddam would load the mis-
siles with chemical weapons to "slime" his victims.'
To guard against that possibility, U.S. Army Patriot
antimissile missile batteries were on the ready
throughout Kuwait. Some Patriot batteries from the
108th Air Defense Artillery Brigade were under I
MEF's tactical control and were slated to move with
the Marines into Iraq. The Army was, by and large,
generous with its attachments, sending some 2,700
soldiers to I MEF with specialized talents that the
force needed. Most places also had crude bomb or
missile shelters, which were often simply inverted,
U-shaped concrete culverts, about three-feet highthat
would have provided some protection from a blast
This was another bit of jargon peculiar to the Iraq War, often seen
as a passive verb, as in "I know I am going to be slimed." There
was not a lot of clarity about how this would happen, but one bit
of scuttlebutt was that there could be an airburst that would
shower contaminants on everyone within a grid square.
Preparing I MEF for War49
DVIC DM-sD-04-00296
Originally a barren patch of desert in northern Kuwait, Camp Coyote rapidly became a massive logistics hub
for 1st Service Support Group Forward and the headquartefor Regimental Combat Team 7.


--- Page 14 ---
50Basrah, Baghdad and Beyond
but almost none from a chemical strike. Anyone
doing the math could see there were not enough
spaces in the shelters for everyone wearing a uni-
form in Kuwait.
If a chemical strike had occurred, each unit's or-
ganic decontamination teams would have sprung
into action, helping to decontaminate people and
things, which would have required a great deal of
water and a lot of time. There was also an expecta-
tion that the Marines and some of the foreign experts
in Combined Joint Task Force Consequence Man-
agement (C/JTF-CM) would pitch in. This was true
even though the largely German and Czechoslovak
international force was in Kuwait as part of Opera-
tion Enduring Freedom, not to participate in a war
with Iraq but to "be prepared to" assist host nations
in the event of a terrorist attack with chemical or bi-
ological agents. The combined-joint task force still
answered to I MEF, and its predominantly Marine
Marines with Headquarters Company, 5th Marines,
practice changing into mission-oriented protective
posture response level 4 (MOPP-4) suits during a nu-
clear,biological, chemical drill at Camp Coyote,
Kuwait. Because of the near-unanimous belief that
Saddam Hussein would use chemical weapons, the
frequent alerts were taken seriously.
DVJC DM-SD-05-03779
command element, commanded in 2003 by Brigadier
General Cornell A. Wilson, routinely participated in
CentCom planning conferences.174
After the Marines fell in on their gear, there was
the process to test and calibrate equipment and to
hone combat skills. I Marine Expeditionary Force co-
ordinated more planning and more drills, all of which
were remarkable for their thoroughness. War gaines
were carried out to explore the branches of the plan,
the possible nightmares like "early military collapse"
and intentional flooding. On 7February,division
hosted a major rehearsal of concept drill at its Camp
Matilda for the force on a vast "model of the obsta-
cle system of northern Kuwait, [and] the oil fields, the
rivers, the ports, the roads [on the Iraqi side of the
borden."75 Framed on one side by four seven-ton
trucks forming a kind of grandstand overlooking a
piece of ground the size of a football field, the exer-
cise went for three hours, with U.S. Marines, Royal
Marines, and British soldiers, all in colored jerseys
representing their units, literally walking through the
moves that would occur during the first few days of
the war. Major General Stalder, now deputy com-
mander of I MEF, spoke about the utility of rehearsals
and the need to form an image of the plan. This was
already a familiar refrain, that Marines at all levels not
only understand but also visualize the plan, "seeing"
in their mind's eye the terrain, the enemy on that ter-
rain, and their own actions in battle. As General Mat-
tis had put it in a memorandum on 20 December
2002: "It is critical that each of us anticipate ...what
lies ahead and continue...tovisualize (or image)
our troops through the challenges...sowell that
they will move through [them] with a sense of déjà
vu."176Ashe had done before, Mattis now warned
against becoming wedded to the plan, reminding his
listeners that once I MEF crossed the Tigris River,
they would have many options for getting to East
Baghdad and lots of room for individual initiative and
action. This was at a point when the plan for the
Baghdad fight was still very much up in the air, al-
though it was generally assumed by now that the
Marines would approach Baghdad from the east, and,
most likely, enter the city itself. Nevertheless, Mattis
also made the point that the carefully choreographed
plan would give his Marines confidence in the first
days of the war, which would be the baptism of fire
The command cruise book would state that during this period
the division was "careful not to be wedded to a base plan. The tac-
tical, physical, and moral readiness of the individual Marine was
to ... determirilel... successor failure, not reliance on a scripted
plan." (Capt Lara A. Bennett, et al., No Better Friend, No Worse
Enemy ICamp Pendleton, CA: 1st Marine Division, 2004], p. 13)


--- Page 15 ---
Preparing I MEF for War 51
Consequence Management
M
orning formation at the Combined Joint Task
Force Consequence Management (CIJTF-CM)
at Camp Doha was an unusual Sight-the largest
body of troops was German. Seeing and hearing
German spoken by men in uniform in the desert,
anyone who had ever studied World War II could
not help but think of another time, especially when
next to the formation he could ee the iron crosses
painted on a tan background on the Germans'
elaborate "Fox" vehicles. These vehicles, which
looked like light armored vehicle to Marines, car­
ried state-of-the-art technical gear to sample and
sniff for NBC agents. The force had a few Fox ve­
hicles of its own that would travel north when the
time came. What was very different this time was
that standing in the formations next to the Germans
were Czech and Slovak soldiers, many of them
women, with similar missions. The idea was that
in the event of an attack, the Germans would
"chase the plume," following the fallout and figur­
ing out what the agents were, while the Czechs
and the Slovaks would concentrate on decontami­
nation and on "turning victims into patients,"
meaning they would conduct triage and start med­
ical treatment if there were mass casualties. Every
so often CIJTF-CMwould conduct a field exercise.
One such exercise occurred on 8 April 2003 in Tac­
tical Assembly Area Fox, the home of the Marine
Logistics Command in the gently rolling Kuwaiti
desert, otherwise featureless but for a few tufts of
grass. After drawing weapons and ammunition, a
routine force protection measure even in Kuwait
in April, the group set out from Camp Doha and
bounced around in tactical vehicles for about 60 to
90 minutes, through the outskirts of Kuwait City,
which looked like one big auto salvage yard (some
of the material was "Iraqi surplus" left over from
Desert Storm) and into the desert, from good high­
way to rough paved road, to gravel road, to desert
track. Near the MLC's headquarters, there was an
exercise command post set up in a general-pur­
pose tent without air conditioning. It was a wonder
that the computers worked, since the temperature
was in the low 100s Fahrenheit and rising. There
had been a communications glitch, and the Ger­
mans had been held up at the gate to the Marine
Logistics Command. Visibly annoyed, their com­
mander took the astounding step of declaring that
since the exercise was unrealistic, he was exercis-
Photo courtesy of Field Hisrory Branch
Gathered around a map of Kuwait, Kuwait City
fire chief LtCol Manei Al-Hayan and members of
the Combined/joint Task Force-Consequence Man­
agement: operations chief GySgt Osama B. Shofani,
senior German nuclear, biological and chemical
officer Maj Andreas Kayser, and initial response
commander Marine LtCol Charles G. Chase, plot
the location of a downed lmqi missile in prepara­
tion for deploying forces if there are chemical
agents present.
ing his prerogative to cut short German participa­
tion and would return with his unit to Doha. The
Czech contingent, however, turned to with redou­
bled enthusiasm and proceeded to practice decon­
taminating vehicles. The decontamination site
looked like a car wash in the desert, except that
the workers were working hard in completely
sealed Soviet- tyle rubber suits in the staggering
mid-afternoon heat. The Czech brigadier, who was
cheerful, realistic, and easy to talk to, was in the
thick of the action, an officer in his element. *
'Reynolds, Journal, entry for 8AprD3.

--- Page 16 ---
52Basrah, Baghdad and Beyond
Photo courtesy of Col Charles J. Quilter II
The principal leaders under IMarine Expeditionary Force were: first row from left to right, BGen Edward G.
Usher III, commanding general of 1st Force Service Support Group,' LtGen James T. Conway, Commanding
General, IMarine Expeditionary Force; and MajGen Robin V. Brims, 1 (UK) Armored Division commander,'
second row, MajGen James N. Mattis, Commanding General, 1st Marine Division,' MajGen James F Amos,
Commanding General, 3d Marine Aircraft Wing; third row, MajGen Keith J. Stalder, Deputy Commanding
General, I Marine Expeditionary Force; and, BGen Richard F. Natonski, Commanding General, 2d Marine
Expeditionary Brigade (Task Force Tarawa).
for many of them. He predicted that the force would
have about 30 days more to prepare for war. The
field historian who recorded the evolution noted that
the mood was "very somber... no ooorahs, almost
no laughter."177
The next day, I MEF participated in CFLCC's four-
day exercise "Lucky Warrior 03-2," intended to test
command and control for the two-corps war plan
that the CFLCC commander, General McKiernan, had
called for after the last round of exercises in Novem-
ber and December. The exercise was labeled a "dress
rehearsal" for war; the CFLCC Operations Plan had
been published on 13 January, which meant I MEF
could finalize its plan, ultimately published on 10
February.178
Hard on the heels of Lucky Warrior came the
CFLCC rehearsal of concept drill around the only
slightly smaller terrain model in one of the ware-
houses at Camp Doha on 14-15 February. It inte-
grated the results of previous exercises and gave
CFLCC components an opportunity to appreciate
how their units would fit into the overall plan. Within
the next month, there were at least two other major
rehearsal drills, one at the division level on 27 Feb-
ruary, and one at I MEF level on 10 March, not to
mention similar evolutions at Task Force Tarawa, all
serving to imprint the plan on the minds of the peo-
ple who would execute it. At the 10 March evolution,
General Conway made the point about the value of
ROC drills in his terms, saying that the "most impor-
tant fight is the first one," the idea being that if the
force could win the first battle, each succeeding bat-
tle would be that much easier.'79
The rehearsal of concept drill on 27 February was
particularly memorable, a capstone event of sorts. Di-
vision engineers again prepared the ground with D-
7 bulldozers, constructing on the desert floor a
multi-tiered amphitheater, about 100 metersin
length, with an angled surface for better viewing
from the cheap seats. The audience included Gener-
als Conway, Amos, Natonski, and Usher, as well as
Major General Robin V. Brims, the British division
commander. Once again, Marines and soldiers in col-
ored jerseys on the "board" stepped through the ac-
tions that their units would take after crossing the
line of departure. Division hosted the event, with the
stated purpose of putting its intentions, and interac-
In the run-up to combat operations, subordinate commanders
down to the division level would use the terrain model at Doha
again to brief Gen McKiernan and his staff on their plans.


--- Page 17 ---
Preparing I MEF for War53
tions with other units, on display. General Mattis re-
peated the by now familiar refrain: all of the "play-
ers" had to be able to visualize the "battlefield
geometry" and the sequence of events in the first few
days of the war, not unlike athletes who are trained
to visualize what they are going to do on the play-
ing field. He called it "anticipatory decision making,"
adding "anticipation to be one of the most useful
abilities of a field grade officer...[meaningthe abil-
ity] to anticipate...bothfriendly requirements
and what the enemy's going to do."18°
The commanders used the rehearsal drills, and
other assemblies, to deliver a series of "go to war"
speeches, speaking to their troops about the coming
challenges in a more personal way, and continuing to
erode the doubts among some that there would even
be a war, not an unrealistic response to all of the
clamor against the war throughout the world and the
calls for a negotiated settlement of some sort.
General Conway set out to visit as many units as
possible and to deliver his message in person. On 1
March, he went to nearby Camp Ryan to appear be-
fore Task Force Tarawa. Tarawa's headquarters
group, and all of Regimental Combat Team 2, formed
a box of companies in the desert. Armored vehicles
formed one side of the box, and General Conway
mounted the M1A1 Abrams tank in the center of the
side to give his talk, making his points over the high
wind and dust.
The general had three main themes, why the force
was there, what it was going to do, and the individ-
ual Marine in battle. The mission was to forestall fu-
ture terrorist attacks like that of 11 September. Either
Saddam would disarm, or the Coalition would go to
war when President Bush gave the word. When and
if that happened, I MEF would fight three battles: the
deep fight, from the air, to reduce the enemy's com-
bat effectiveness by up to 50 percent; the close fight
on the ground; and the rear battle, that is, providing
sustainment. The Marines had two things going for
them, their reputation as the "meanest in the valley"
had preceded them, it must have had an effect on
their enemy, and, of course, their combined arms ap-
proach. Marines on the ground and in the air fought
as one. At this point, on cue, there was a flyover by
Cobra attack helicopters and jet fighters. When the
noise of the flyover died down, General Conway re-
minded his Marines that they were not there to fight
CoI Dennis Judge, I MEF's current operations officer, stated he
did not feel sure there would be a shooting war until the begin-
ning of March, unlike Gen Mattis, who seemed to have "known"
all along that there would be war. (Col Dennis Judge intvw,
11Aug03 [MCHC, Quantico, VAI)
DVIC DM-SD-04-11709
Standing atop an M1A 1 Abrams battle tank, LtGen
James T Conway addresses the Marines of Regimen-
tal Combat Team 7 at Camp Coyote, Kuwait. In these
talks he covered why Marines were there, what they
would do, and the role of the individual Marine in
battle.
Iraq, but rather Saddam's regime and they needed to
distinguish between those who wanted to fight and
those who did not. Finally, speaking to the individu-
als in front of him, Conway said that the next few
days would govern how they saw themselves, and
were seen, for the rest of their lives. Fear was a "nat-
ural battlefield phenomenon" that could sharpen per-
ceptions and make Marines react more quickly. The
Marines had better gear, weapons, and health care,
but at the end of the day the battle was about peo-
ple, and our people were better. He told the Marines
to take care of one another, and themselves, and in-
voked a blessing before ending his talk.18'
After addressing the formation, Conway gathered
the officers of the task force together and dwelt on


--- Page 18 ---
54Basrah, Baghdad and Beyond
some of the same themes in more detail. One theme
was the protests against the Iraq war, both at home
and abroad, that looked like Vietnam-era antiwar
protests on television. He suggested that Tarawa's
leaders talk about the protests with their troops, mak-
ing the points that this was not a war about oil and
that his Marines would not be treated like Vietnam
veterans. They would be honored when they re-
turned home. He expressed his belief that in the near
future the President would issue an ultimatum and
that when it expired the force would attack. The
Marines needed to remain flexible; the plan was al-
ways changing, there was no guarantee that anyone
would draw the same mission he had planned for.
He said that while Tarawa's initial role was to be in
support that could change, I MEF may need to reor-
ganize and "retask," say, to head to the oil fields
north of Baghdad.
Conway stressed the standard rules of engage-
ment, declaring that they were not as restrictive as
they might have been. On the other hand, Marines
had to be careful—the mission was to unseat a dic-
tator, not necessarily to destroy his army, and cer-
tainly not to kill civilians. The four specific points he
made were:
(1) Commanders always have the right to self-de-
fense.
(2) An enemy commander who purposefully
places his forces near civilians has violated the law of
land warfare.
(3) A commander is responsible for his actions
based on the facts as they appear to him at the time,
not as they will appear in retrospect. It boiled down
to a matter of good judgment.
(4) Use "Wilhelm's Law." If the enemy fires first,
the Marine response should be proportional, use the
smallest weapon first, and then progress upward. If
Marines initiate fires, they need to mitigate "collateral
damage" to individual civilians and civilian buildings.
Conway went on to express his concerns about
fratricide; Marine weapons were more lethal than the
enemy's, and they needed to be sure of their targets
before they fired. No one wanted to live with the re-
sponsibility of having killed friendly troops. Next he
returned to the subject of fear. He wanted Tarawa's
officers to talk about it with their troops. It was a
problem that each would solve in his or her own
way, some thinking they were invincible, others, like
Confederate General Stonewall Jackson, believing
that all was in God's hands. That said, General Con-
'The law was named after retired Marine Gen Charles E. Wilhelm,
who had come to theater as a mentor in December to observe I
MEF's preparations for war and offer his advice.
way told his officers that their greatest fear should be
that they let their fellow Marines down in some way,
by choking or by being crazy-brave. He cited the ex-
ample of a second lieutenant in Vietnam who wanted
to go home with a medal and was last seen charging
the enemy with his .45-caliber pistol at high port. Fle
did nothing for himself, his Marines, or his family.182
General Conway's speech varied slightly as he
spoke both to other large formations of Marines and
to smaller groups of officers, who were invited to ask
questions. Generally, however, his remarks were
brief, motivating, and practical. There were, for ex-
ample, admonitions to leaders not to forget to sleep
during battle, and there were moments of humor, as
when he quipped that "when Abdul in the 51st
Mechanized Division north of the border heard that
he was taking on the 1st Marine Division followed
by the 1st UK Division, he said...,'Anafelaka
beluchi,' which is Arabic for 'Ain't that a bitch!"e
On 14 March, Conway made his way over to the
British encampment in the desert a few miles away
for what he considered a most impressive welcome
and what some British officers considered one of the
most inspiring speeches they had ever heard.184 To
reach the formation of thousands of British troops of
the 7Armoredand 16 Air Assault Brigades, he drove
between two lines of Warrior armored personnel car-
riers, whose crews saluted him as he passed. Finally
he reached the heart of the formation, dominated by
two enormous cranes or mobile bridges that formed
the letter "M," ostensibly for "Marine," where he was
welcomed by pipers from the Black Watch. Then,
using a loudspeaker that, the general was sure, could
be heard in Iraq, the British sergeant major called the
formation to attention and presented it to him.
Standing on top of a Challenger II tank decorated
with a British Union Jack and the Stars and Stripes,
Conway told the British that it was great to have them
aboard. "Two hundred and fifty years ago the ex-
pression 'The British are coming' would scare [Amer-
ican]...children."But in Kuwait in December and
January, that expression had been "a very positive
thing." As he had in other speeches, he spoke about
the reasons for war and about the strength of the Ma-
rine air-ground team. He said that one of four things
would happen: Saddam could turn over his weapons
of mass destruction; he could leave the country;
"someone up there might kill him; land] ...ifthat
does not happen, we are going to kill him." At the
appropriate moment, Cobras and Hornets flew by,
the Hornets blasting "into view in a split second" at
200 feet before fanning out into the clear blue sky
and disappearing from view. Speaking of the British

--- Page 19 ---
Preparing I MEF for War
troops' fighting prowess, Conway borrowed a quote
attributed to George Orwell: "Our countrymen
should rest well in their beds at night because rough
men stand ready to visit violence on those who
would do them harm."185
Subordinate Marine commanders echoed many of
the same themes as they made the rounds and ad-
dressed their troops. Like General Conway, they
spoke about honor and values in a way that was un-
familiar to many Cold War Marines. General Mattis
had been preparing his troops for the inevitable for
some time, most notably during the rehearsal of con-
cept drills in late February. On 27 February, he had
spoken forcefully about "soldierly compassion and
incredible violence."86 One of the officers at the re-
hearsaldrill,fieldhistorianColonel ReedR.
Bonadonna, wrote what he had heard:
General Mattis was an inspiring and sometimes
fiery speaker, and he did not disappoint.
[Hie provided the words of inspiration to pass
down to the troops. He said that the Brits and
we were free people fighting for what we be-
lieve in. There are no war protests in Iraq
because Saddam would not allow them. He
told us that, when we get home, we should
shake the hand of a war protester and thank
him for exercising the freedoms we had fought
On one of his many visits to the units under his com-
mand, MajGen James N. Mattis stressed that the 1st
Marine Division would destroy those Ira qiforces that
chose to fight, and treat all others with decency and
soldierly compassion.CCC 030218-M-5150A-006
to protect, and then wink at the protester's girl.
[Thisi brought the house down, releasing
the tension so many of us felt... Mattis... ap-
pealledi...toour sense of justice and our
sense of ourselves as men in the same breath.
He was like Patton, maybe better, because
[hel... cameacross as natural, not performa-
tive. 187
In a written message in March, General Mattis
summarized the reasons for the war and declared that
"together we will...closewith those forces that
choose to fight, and destroy them....[Wiewill treat
all others with decency, demonstrating chivalry and
soldierly compassion." He warned his Marines to be
ready for "chemical attack, treachery, and...other
unethical tactics," exhorting them to keep their honor
clean and to keep faith with their comrades on their
left and right and with Marine air overhead. Finally,
in an archaic turn of phrase, he charged them to
"Wight with a happy heart and strong spirit."189 The
general's intent was to evoke Sitting Bull and Crazy
Horse on the Little Bighorn, not General Custer, who
may have had a strong spirit but probably did not
have a happy heart on the day he died. It was "the
idea that... yousense that all is well in your world
[asi...aMarine. .. youhave got a good Marine on
your left and [oni your right....[T]hatsense of hap-
piness [abouti...whoyou are fighting alongside ar-
mors you ... againstthe trauma of the battlefield."89
Like General Mattis, Genera! Amos had been mak-
ing the rounds of his squadrons. The gatherings on 4
March on the USS Bataan (LHD 5), now the "Harrier-
carrier," were typical. He spoke first to the assembled
Marines and sailors in the well deck and then met
with the officers of the two embarked squadrons in
the ready room. The general implied at each meeting
that the war would start soon. He emphasized a num-
ber of themes: watching out for one another; the just
cause of the Coalition's impending actions, to be
taken against Saddam Hussein, not the Iraqi people;
the corollary need to limit collateral damage; and the
belief that many Iraqi soldiers would surrender rather
than fight.'9° Just before launching his forces against
the enemy, General Amos wrote a more formal mes-
sage to the wing, offering a "few thoughts" to his
Marines about the honorable cause that they were
embarking on and declaring that there was "a fear
worse than death ...thatis the fear of letting down
your fellow Marines." He predicted, "We will win this
war and the respect of the Iraqi people ...andwe
will do it honorably." He distributed the message to
his air groups as an attachment to an e-mail, which he


--- Page 20 ---
56Basrah, Baghdad and Beyond
ended with "God Bless each of you...nowlet us go
kick the shit out of them!"91'
Perhaps the most eloquent "go to war" speech that
anyone delivered was that of Lieutenant Colonel Tim
Collins, commanding officer of the 1st Battalion,
Royal Irish Regiment, delivered on 19 March. Known
for his American-made gold Ray-Ban sunglasses,
ever-present cigar, and kukri, the ferocious curved
Nepalese blade he was entitled to carry for com-
manding the Gurkha company attached to his bat-
talion, Collins was a flamboyant commander whose
ancestors had served with the regiment for genera-
tions.192 Said to be a reflection of his upbringing and
his professionalism, and not of a desire for publicity,
his unusual eloquence was widely reported in the
press and caught the attention of a number of promi-
nent figures, including Prince Charles and President
Bush:193"
We go to liberate, not to conquer. We will not
fly our flags in their countryThere are
some who are alive at this moment who will
not be alive shortly. Those who do not wish to
go on that journey, we will not send. As for the
others, I expect you to rock their world. Wipe
BGen Richard Natonski of Task Force Tarawa and the 1st Force
Service Support Group's deputy commander and sergeant major
also made the rounds of their subordinate units, making final co-
ordination and delivering words of encouragement.
'One of the ironies of the war is that two months later the press
also reported that Collins was under investigation for mistreating
prisoners. Maj Re Biastre, a U.S. Army civil affairs officer attached
to Collins's battalion, lodged a formal complaint against Collins that
contained a number of charges. It soon emerged that on the streets
of occupied Rumaylah, Biastre had challenged Collins's authority in
the presence of Brigadier Jacko Page, Collins's immediate superior.
Collins had reacted angrily, ordering Biastre's arrest for insubordi-
nation and then banishing him from the area. Biastre in turn pre-
pared a 2,400-word statement including specific charges against
Collins along with the observation that many British officers had ex-
pressed their resentment of Americans. The charges were mistak-
enly attributed to Maj Stanton S. Coerr, an A.NGLICO Marine who
was also attached to the battalion but outraged by the mistake,
since he held Collins in high regard. In the end, after considerable
them out if that is what they choose. But if you
are ferocious in battle, remember to be mag-
nanimous in victory....Ifthere are casualties
of war then remember that, when they woke
up and got dressed in the morning, they did
not plan to die this day. Allow them dignity in
death. The enemy should be in no doubt that
we are his nemesis and that we are bringing
about his rightful destruction.... Youwill he
shunned unless your conduct is of the highest
•.. Wewill bring shame on neither our uni-
form nor our nation.'94
The speeches, along with the frequent air-raid or,
more precisely, missile-raid drills, to prepare for a pos-
sible preemptive strike with weapons of mass de-
struction against the troop concentrations in Kuwait, all
contributed to a sense that war was imminent. There
was also a sense among some officers that the opera-
tion was a high-risk proposition on at least one other
account, and that was the logistics challenge: Would I
MEF be able to push supplies fast enough into the
heart of Iraq to maintain the momentum of the at-
tack?'95 But along with these concerns was a wish for
the waiting to end and a determination to get on with
the inevitable while the Marines were at their peak. If
left too long in their desert camps, these young men
and women might lose their edge. "Waiting [was]," a
field historian wrote, "hard on morale...from[the]
youngest to [the] most senior. "1l'6
press play in the United Kingdom, the Ministry of Defence an-
nounced that the charges had been dropped. The incident became
a footnote to history that sheds light on the nature of British-Amer-
ican relations during the war. Biastre's complaint was not entirely
misplaced. Occasionally undercurrents of tension between the
United States and the British in Iraq would surface, which was nat-
ural since the British public was opposed to the war and since the
culture of the long-serving British military was so different from
that of the short-serving American military. Some British officers
appeared more likely to stand on their authority than their less for-
mal American counterparts. But on the whole, the United States
Marines and the British soldiers and Roya' Marines worked together
with less friction than American sister Services in past conflicts, and
happily drank together at the end of Phase III. ("Ministry Ctears
RIR Iraq Hero," Belfast News Letter, 2Sep03, p. 6)

--- Page 21 ---
Chapter 4
TheOpening Gambit: "Tally-Ho!"
The "Opening Gambit" that I MEF prepared so
thoroughly in its drills and plans still had as its goal
to seize the southern oil fields that were, very
roughly, north of Kuwait and west of the city of Bas-
rah, and usually known as the Rumaylah oil fields.
For General McKiernan, seizing the oil fields was like
a foreign branch to his base plan, separate from the
essential mission of driving to Baghdad, considered
the enemy center of gravity.197 It was an imperative,
imposed on Coalition Forces Land Component Com-
mand (CFLCC) by CentCom rather late in the day, in-
tended to keep Saddam Hussein from creating an
environmental disaster by blowing oil wells as he had
in Kuwait in 1991 and as he planned to do again in
his own country when the Coalition attacked. The
way General Conway explained it, for CentCom the
oil fields were as important as Baghdad, and money
from oil was needed to rebuild the country.198
The final plan was for the division to seize the oil
fields while the British, reinforced by 15th Marine Ex-
peditionary Unit (Special Operations Capable) (15th
MEU (SOC)) to make up for a British unit that could
not make it to the fight, moved against the Al Faw
Peninsula and the port of Umm Qasr, which lay be-
tween Kuwait and Basrah. Once Umm Qasr and the
oil fields had been secured by the Marines, the British
Army would relieve them and become responsible
for securing the southeastern part of Iraq. The 15th
MEU would revert to Marine control, and I MEF
would move to the west, on its way to the river cross-
ings at An Nasiriyah before moving north.
The plan for the first few days of war was so care-
fully choreographed, as contrasted with the more
general plans for the rest of the war. Even though the
nature of Marine participation in the Baghdad fight
was still up in the air, the Marine expectation, as of
early March, was still that the force would pass
through Al Kut to threaten Baghdad from the east.
Within 24 hours of the 17 March movement order, the 1st Marine Division's 20,000 Marines and more than
5,000 vehicles deployed from support areas into dispersal areas.The shift began a series of moves that would
take the division to Baghdad.S S
Photocourtesy of 1st Marine Division


--- Page 22 ---
the phone in the "War Room" at Camp Doha, Kuwait,
inevitable.
General Conway considered the danger of attack by
weapons of mass destruction to be "highest" in and
around Al Kut; it would be on the route to Baghdad
but not too close to that city (the theory being that
the enemy would hesitate to contaminate his own
capital). That militated for getting the Marines as
close to Baghdad as they could and as quickly as
possible, whatever the final arrangements for the dif-
ficult fight inside the city turned out to be.199 Never-
theless, General Mattis made it a matter of record that
he was ready not only to cross the line of departure
but to go on to the capital: "this division is prepared
for rapid attack in the Iraq regime's center of gravity,
Baghdad."20°
On 17 March, President George W. Bush gave Sad-
dam Hussein and his sons 48 hours to leave Iraq.
What followed was a confusing series of schedule
changes for I MEF. Now on edge about sabotage in
the oil fields, CFLCC sent a "be prepared to" tasker to
Conway. This led I MEF, in the early morning hours
of 18 March, to issue Fragmentary Order (FragO) 046-
03,which tasked its subordinate commands to be
prepared, by 1800Z (or 1800 Greenwich Mean Time,
a standard used to avoid confusion) on the same day,
to seize the oil fields on four hours' notice. The next
day, after seeing "live-feed" from a "Predator" un-
manned aerial vehicle showing oil well fires that
looked like sabotage, CFLCC contacted CentCom to
to his subordinate commanders as combat now looked
request permission to launch the ground offensive
early to in order to limit the potential for further sab-
otage 201
Longlines of Marine vehicles now started to move
to their dispersal areas and then to their intermediate
attack positions near the border. The processions
moved across the desert landscape on 18-19 March,
while engineers finalized the complicated work of
clearing lanes through the demilitarized zone on the
border between Kuwait and Iraq. Although often
called "the berm," as in, "I am going across the berm
into Iraq," it was actually much more than that. In
most places there was at least one antitank ditch, a
10-foot berm, and an electric fence. With Kuwaiti as-
sistance, Coalition engineers had been working on
the berm for quite some time to prepare lanes for the
attack.202 The adrenaline was starting to flow. Ground
crews and aircrews turned to at the large bases like
Au Al Salem and Al Jaber, as they did at a few small
expeditionary airfields like "Joe Foss," which was lit-
tle more than a rolled-sand landing strip for KC-130s
in the desert near the Iraqi border. General Amos re-
ported that "strike aircraft... and assault support/at-
tack aircraft... areloaded with ammunition, fueled,
and ready. Casevac [casualty evacuation] aircraft are
forward...withthe maneuver elements. Quick-
strike package is identified. Crews ...[are]on 30
minlutes] alert...[for]counter-fire mission should
58Basrah, Baghdad and Beyond
Photo courtesy of CFLCC
LtGen David A. McKiernan, right, commander of the Coalition Forces Land Component Command, talks on