--- Page 1 ---
The Opening Gambit59
DVIC DM-SD-04-09976
Manning their assault amphibian vehicle personnel (AAVP7AJ), Marines from Headquarters Company, Regi-
mental Combat Team 1, assemble as a convoy at a dispersal area prior to crossing into Iraq.
Iraqi forces attack.. prematurely....Commanders
are briefed, targets assigned. We are prepared to ex-
ecute the quick start option or the base plan; 3d
MAW is ready to roll."203
Before long Conway received another order from
CFLCC establishing D-Day and H-Hour for 1800Z on
19 March, when the air war would start. Ground op-
erations were to start two days later, on 21 March.204
Now everyone knew that war was hours away. The
word was passed that there was a high probability
of Iraqi missile strikes during the night of 19-20
March. Many Marines had their gas masks and chem-
ical protective suits staged for a quick run to a shel-
ter from their sleeping mats, but nothing happened
during the night.205
The I Marine Expeditionary Force's war started the
next day, 20 March, with an unexpected bang. At ap-
proximately 0725Z, there was a sound like that of a
low-flying jet, followed by an explosion that shook
the ground, and then by a tall gray-brown plume of
smoke, about 200 meters north of the perimeter of
Camp Commando. The very first effect was that it in-
terrupted a staff meeting, General Conway and his
principal staff members were in a briefing tent near
the point of impact; they all dove under the ta-
bles.206* Other members of the I MEF staff wondered
if the plume was poison gas, and if it was a terrorist
attack, there had been no warning. Most reached for
their protective gear, and NBC monitors swung into
action. There was more than a little bit of confusion
as Marines tried to figure out where to go and what
to do. Many took shelter in the "Scud bunkers," the
inverted concrete culverts and sandbag concoctions,
but the combat operations center continued to op-
erate. As many Marines sat jammed in the bunkers,
with gas masks on, the word was passed to go to the
highest NBC protective state (MOPP IV). Four Co-
bras were scrambled to scout for possible enemy at-
tackers on the ground. By 0825Z it was clear what
had happened and the "all-clear" had been sounded,
but there were many more missile-raidalerts
throughout the day, announced by the siren/loud-
speaker combination known as "the Giant Voice." By
'1 MEF Rear continued to function during the strike. As a result of
the attack, I MEF Forward accelerated its preparations to move
away from Camp Commando and, ultimately, into Iraq.


--- Page 2 ---
60Basrah, Baghdad and Beyond


--- Page 3 ---
one count, some 13 alerts had been sounded.207
By now CFLCC had received its answer from Cent-
Corn and was free to attack into southern Iraq to se-
cure the oil fields. Coalition Command passed the
order to its subordinate commands to attack at 1800Z
on 20 March, not on 21 March as CFLCC had ordered
earlier. 208(InGeneral Conway's words, on account of
"intel indicators that Iraqis had begun to destroy oil
infrastructure, I MEF attacked into Iraq early.") It was
around this time that General Mattis called Colonel
Joseph F. Dunford, the commander of the lead ele-
ment, and asked him how soon he could attack.
Colonel Dunford asked for a few minutes to poll his
staff, but soon came back with the answer—four
hours. In fact, Regimental Combat Team 5 (RCT 5)
was ready to go in three hours, and that is what they
did.209
At 1512Z, I MEF released the execute order, and
on 20 March at 1742Z, which was 2042 local, RCT 5's
tanks crossed the border into Iraq in the dark, about
nine hours ahead of the last regularly scheduled time.
Instead of an attack at dawn, the regimental combat
team was attacking at night, a much more compli-
cated evolution, especially for a large, reinforced for-
mation that was going into combat as a team for the
*The missile was most likely a Seersucker antiship missile, which
literally flew under the air and missile defense radar, which is why
there was no warning before the attack. It is not clear whether the
warhead detonated; sources differ on this point. A Patriot an-
timissile battery brought down at least one other missile on 20
March. (I MEF Sitrep 191800Z to 201759ZMar03, copy in Reynolds
Working Papers, MCHC, Quantico, VA).
first time. It was quite an achievement. When his
troops crossed the border, General Mattis' official
comment was Tallyho!2lo*
It was only later that the Marines learned that dur-
ing the night of 19-20 March, the United States had
begun the war by hitting select targets in Baghdad, an
unplanned bomb and missile strike at Saddam Hus-
sein and his entourage, who, according to American
intelligence, were spending the night in a bunker at
a place called Dora Farms, a residential compound in
south Baghdad. The report turned out to be false; a
somewhat shaken Saddam Hussein soon appeared
on Iraqi television vowing defiance. What was clear
was that this was not an early start to the Coalition's
long-planned air war. The timing of the missile at-
tack on Camp Commando on 20 March suggests that
the attack, and those that followed, was in retaliation
for the Dora Farms attack.
What Dora Farms and CFLCC's images of burning
oil wells did was breathe new life into the old de-
bate about the separation between G-Day and A-Day.
The CFLCC request for permission to attack early
amounted to a request to reverse the order of G-Day
and A-Day. When CentCom granted CFLCC's request,
it was official: "rock and roll" for G-Day, wait one for
A-Day. That left the relationship between air strikes
*A related stimulus was an erroneous Central Intelligence Agency
report that the Iraqis had moved a brigade of T-72 tanks into place
near Safwan, just north of the border. This caused division to make
an additional shift in its plans to accommodate the heightened
threat of enemy armor. (I MEF sitrep 201800Z to 211759ZMar03,
copy in Reynolds Working Papers, MCHC, Quantico, VA)
The Opening Gambit61
DYIC DM-SD-04-10906
MarineMlAl Abrams main battle tanks with Company C, 1st Tank Battalion, lineup and prepare to meet the
enemy near Safwan Hill, Iraq, during the opening moves of Operation Iraqi Freedom.


--- Page 4 ---
and ground attacks within I MEF's own sector. It is
fair to ask whether there was to be any separation
between them, and the answer was, not much at all,
apparently for the same reasons. The Marines simply
liked synchronicity, whether the context was the Iraqi
theater as a whole or just the Marine battle space. As
D-Day approached, the plan was for the 3d Marine
Aircraft Wing, along with Marine artillery, to strike
some targets in zone hours before the infantry went
over the top. A variant of the plan called for even
greater simultaneity, with a "spike" of close air at-
tacks during the first day of the ground war. In ei-
ther case, the guiding principle was coordination
between wing and division, and everyone knew that.
Marines assigned to Battery I, 3d Battalion, 11th Marines, prepare to fire theirMl98 155mm howitzers against
the Iraqi 51st Mechanized Division and III Corps Artillery defending the Rumaylah oiields.
DVIC DM-SD-04-01580
62Basrah, Baghdad and Beyond
JCCC 030305-M-2237F-O11
Veterans of combat missions over Afghanistan, two AV-8B Harriers from Marine Attack Squadron 542 taxi
past each other on the runway at Ahmed Al jaber Air Base, Kuwait, as they prepare for interdiction strikes
against pre-planned targets in Iraq.


--- Page 5 ---
The Opening Gambit63
As General Amos had written on 19 March, the "syn-
chronization of major muscle movements is com-
plete.2hl*
On 19 March, the 3d Marine Aircraft Wing had
started attacking Safwan Hill, the high ground on the
border between Iraq and Kuwait, which was a great
observation point for the Iraqis, and was flying over
the 5th Marines when they crossed the border into
Iraq late on 20 March. On that day, the first full day
of war, the wing flew 259 missions, 24 in support of
CFACC, and 235 in support of I MEF, shifting its em-
phasis somewhat from generally "shaping" the bat-
tlefield to "preparing" specific objectives that division
was about to assault. The arrangement with Coalition
Forces Air Component Command was clearly work-
ing as the Marines intended. It is worth quoting the
dry language of the wing's command chronology to
get a sense of its activities on 20-21 March:
Maintained constant airborne CAS [close air
support] coverage in support of RCT 5
Maintained constant F/W [fixed-wing] FAC(A)
[forward air controller (Airborne)I coverage for
both RCT 5 and RCT 7, to enable interdiction of
enemy counterattack or reinforcing elements.
Conducted F/W counter fire in support of RCT
7 ... Began...effortin earnest against Iraqi
2d echelon forces, focusing on enemy indirect
fire and SSM [missile] assets....ShapingMEF
battle space... Focuson MRL [multiple rocket
launcher], artillery, and reinforcing armor in Al
Amarah and Basrah areas...Provided8 F/W
sorties to conduct CAS in support of UK forces
engaged in Al Faw ...Pushed...unitsfor-
ward to commence establishment of FARPs at
Safwan and Jalibah.212
The last item does not look particularly dramatic
on paper, but the words belie an impressive accom-
plishment. Ultimately, some 4,000 ground personnel
from the wing crossed the berm and, according to
plan, set up some 15 small air bases and support
points in Iraq. The concept was not new, but the
scale was, as was the speed and flexibility of execu-
tion.213 There were some dramatic, even heroic, mo-
ments for the support Marines who made itall
happen. One of the most memorable interviews any
field historian conducted during the war was that of
Gunnery Sergeant Melba L. Garza, the operations
*1st Marine Division planners considered the air war and shaping
in the I MEF area of operations to be two separate issues. For the
most part, the targets in the "shock and awe" air war were far from
that area of operations.
Photo courtesy of 15th MEU
With surrendered Iraqi soldiers near the port of Umm
Qasr at a safe distance, a machine gunner with Bat-
talion Landing Team 2d Battalion, 1st Marines, care-
fully guards the prisoners before turning them over to
special handling teams.
chief of Marine Wing Support Squadron 271. She re-
counted, in a deadpan voice, her memories of trav-
eling north in one of the long convoys of support
vehicles, which included a number of fuel tankers.
These slow-moving convoys stretched literally for
miles along the few highways through the desert.
When the convoy was ambushed by Iraqis on the
ground, there was not a great deal that any one in-
dividual, especially someone like an operations chief
armed with a 9mm pistol, could do about it except
hope that the accompanying Cobras would be able to
deal with the enemy, that is, until the Cobras ran low
on fuel and the support Marines decided to do some
"hot" refueling on the spot so that the Cobras could
stay in this particular fight until it was over. Refueling
is normally done in a controlled environment, after
the aircraft powers down. If time matters, it is all right
to refuel "hot," while the blades are still turning. But
there is no practice for refueling under fire. To say
the least, this group of Marines redefined the term
"hot. "214
Within about 11 hours of crossing the line of de-
parture, RCT 5 had seized most of its initial objec-
tives. This was largely because the division was so
well prepared and coordinated on many levels. A
look at fire support coordination from an artillery-
man's perspective suggests only some of the com-
plexities:
During ...the"Opening Gambit," the oppor-
tunity for fire support coordination to break
down was at its greatest. Consider managing a
fire support coordination line shift, a battlefield
coordination line ...shift,coordinated fire lines


--- Page 6 ---
64Basrah, Baghdad and Beyond
•..shiftingup to seven times, opening and
closing multiple keypad variations of up to six
different kiliboxes [the map grids used to coor-
dinate fires], coordinating numerous no-fire
areas..andmanaging a restricted target list of
over 12,000 targets all within a matter of 12
hours. [At the same time there was coordina-
tion]...witha counterobservation post pro-
gram offire,breaching operations,three
regimental combat teams attacking at separate
times.... twocounterbattery programs of fire,
one counterarmor program of fire, attacking
high-payoff targets of opportunity... atrans-
fer of control between the division main
and division forward...anddeteriorating
weather conditions.215
On the same day, 21 March, the rest of the Marine
division, as well as the British division, poured
through the breaches in the border installations be-
tween Kuwait and Iraq on their way north, while the
"official" air war, the "shock and awe" phase, finally
began over Baghdad with the obliteration of a care-
fully chosen set of targets. The world watched on live
television. This was certainly an impressive display
of precision targeting and pyrotechnics that lit the
night sky and offered one very fine photograph op-
portunity for the news services. Some of the resulting
photographs of Baghdad in flames will symbolize the
war for years to come. But it did not spark an upris-
ing, and the regime did not collapse.216
Back in the south, there was sporadic fighting,
some of it sharp and deadly, which continued into 22
March, when RCT 7engagedisolated pockets of re-
sistance in the Marine area of operations. One of the
first Marines to be killed in Iraq died in one of these
firefights. He was Second Lieutenant TherrelS.
Childers of 1st Battalion, 5th Marines, who was hit
In this war, many artillery missions, like counter-battery fire, were
largely computerized and completed in a matter of seconds.
when Iraqi fighters in a civilian pickup truck attacked
his unit in the oil fields. But by and large, the Marines
were pleasantly surprised by the relatively light re-
sistance they encountered, which was much less than
they had expected or feared. The local Iraqi com-
mand, the 51st Mechanized Division, had ceased to
exist in any recognizable military form, and there
were already hundreds of apparent deserters in civil-
ian clothes fleeing to the west on 21 March. While
some of the Iraqi wells near the border with Kuwait
burned brightly after being sabotaged by their own-
ers, there were also instances of Iraqi oil company
employees waiting patiently for the Coalition forces
to arrive, after carefully following the instructions for
preventing sabotage in the CFLCC leaflets that rained
down from the sky. Overall, there was far less de-
struction to the oil infrastructure than many had
feared. That was the good news. The bad news was
that the oil infrastructure had not been maintained
for years and was in terrible shape. By the end of the
day, with most of I MEF's initial objectives having
been seized, the division was getting ready to turn
them over to the British. The official relief in place
occurred without incident on 22-23 March. When re-
porting the relief, division added the note that after
receiving information about possible Iraqi infiltrators
in American uniforms, General Mattis had "directed
all division Marines to remove their moustaches as
part of the ...effortto distinguish Iraqi infiltrators."217
With the British now protecting its right flank, the
division could now turn west, moving in the same
direction as Task Force Tarawa, which had rolled
through the breach and crossed into Iraq on the early
morning of 21 March and moved toward the town of
Jalibah, paying special attention to Jalibah Air Base,
where I MEF was soon to place its forward head-
quarters, and the key terrain at the small city of An
Nasiriyah.
This was later touted at a Coalition Forces Land Component Com-
mand briefing attended by the author in late March.

--- Page 7 ---
Chapter 5
TheBridges of An Nasiriyah
The heart of An Nasiriyah is something like an is-
land between two waterways, the Euphrates River on
one side, running roughly northwest to southeast,
and the Saddam Canal, which runs more or less par-
allel to the Euphrates on the other, eastern side of
the city. An Nasiriyah controls the bridges over both
river and canal that lead to Route 7,themain high-
way to the north through the center of southern Iraq.
Route 1,a more westerly highway to Baghdad,
passes within a few miles of An Nasiriyah but does
not come within the city limits. Apart from the fact
that if you approach from the desert, An Nasiriyah is
like an oasis with its palm trees and other greenery,
but the city has little to offer; pictures show an un-
inviting, Third World "sprawl of slums and industrial
compounds," with two to three-story concrete build-
ings set on a grid of bad roads and alleyways, many
strewn with garbage and raw sewage.218 The city was
all the more rundown because its largely Shia popu-
lation was known to have opposed Saddam's rule,
and he repaid the favor by neglecting even its most
basic needs.
Task Force Tarawa's mission was to be the first
Marine unit at An Nasiriyah and to secure the bridge
over the Euphrates on Route 1, which lay a few kilo-
meters west of the city. It had the follow-on mission
to "be prepared to" secure the bridges over the Eu-
phrates and the Saddam Canal on the eastern edge of
the city, which the Marine division, especially Regi-
mental Combat Team 1 (RCT 1), would need to pass
over on its way north on Route 7towardAl Kut. The
plan was for RCT 1 to more or less keep pace with
RCTs 5 and 7asthey moved up Route 1. In a sense
it was a straightforward mission, and it was one that
had been assigned to Task Force Tarawa before it ar-
rived in Kuwait. Task force officers, down to the
company level, had performed map studies, war
games, and rehearsals for An Nasiriyah.219 That said
there was a difference between the East and West
Coast Marines, who had been visualizing the first
days of the war since the summer of 2002. By con-
trast, most Task Force Tarawa Marines did not begin
to focus in on the mission until December 2002, and
while the operational picture had come into pro-
gressively sharper focus as Ground Day approached,
there werestillalotof unknowns about An
Nasiriyah. One lingering question was just how "per-
missive" the city would be. The general assumption
was that the Marines would receive a friendly wel-
come from the townspeople, and at worst some light
resistance from Saddam loyalists. Certainly the U.S.
Army, which would pass through part of the area be-
fore the Marines, would find Out for sure.22°
On 22 March I MEF announced that within the
next 24 hours it wanted to secure the eastern cross-
ing sites at An Nasiriyah and commence the forward
passage of lines by 1st Marine Division through Task
Force Tarawa.22' On 23 March, I MEF reported that it
had released its Fragmentary Order 0 17-03 that
tasked Task Force Tarawa with conducting a relief in
place with the 3d Infantry Division "at [the] Highway
1 Euphrates River crossing and attack to seize [the]
bridges east of An Nasiriyah...[inorder to] facilitate
the unimpeded continuation of the attack by 1st Mar-
Div to the north and northwest."222
It was a mission fraught with potential complica-
tions. Task Force Tarawa's western boundary was
with the Army, and the task force's first job was to re-
lieve elements of the 3d Infantry Division that had
passed through the area on their way to the western
desert. Then, after seizing the bridges that passed
through the city, the task force would have to coor-
dinate the forward passage of lines with RCT 1. These
missions are difficult enough in peacetime between
units that have trained together, let alone units from
two separate Services, Army and Marines, and two
separate chains-of-command, task force and division,
which literally had trouble getting on the same radio
frequency. There was a final complication: Marines,
many of them new to combat, not to mention the de-
mands of combat in a city, were beginning to get
very tired. The burst of adrenaline that had carried
them across the border and into combat could not
keep all of the Marines on their feet forever, espe-
cially when everyone, from the force commander to
the private on the firing line, had to work and fight
in the hot, bulky NBC protective gear, usually with a
flak vest as the outer layer, in the desert heat. The
Marines were approaching a culminating point of
sorts, the end of the first phase of the battle for
Iraq.223
At An Nasiriyah, Task Force Tarawa was, briefly,

--- Page 8 ---
66Basrah, Baghdad and Beyond
the de facto main effort, and the burden of winning
this particular fight fell on the shoulders of Brigadier
General Richard F. Natonski. He has been described
as a large man with a deliberate, confident bearing
who was shaped by his experiences as an expedi-
Dl Cartognphy Center/MPG 763294A1 (COO600) 4-03
tionaryunit commander and as a senior staff officer
in the current operations section at CentCom as well
as in Plans, Policies, and Operations at Headquarters
Marine Corps. Senior members of Natonski's staff
liked working for him and even called him a "model


--- Page 9 ---
The Bridges ofAn Nasiriyah67
DVIC DM-SD-05-04640
BGen Richard F Natonski, here speaking to a mem-
ber of the media, urged the Marines of Task Force
Tarawa to press on and quickly seize and hold the
bridges in An Nasiriyah, to keep the enemy of] bal-
ance.
commanding general." An Nasiriyah was to be Task
Force Tarawa's first major challenge. Both Natonski
and many of his Marines knew it might be their only
time at center stage. He was determined to get it
right, even if that meant demanding sacrifices from
his line commanders.
When they met late on 22 March, General Naton-
ski and the commander of RCT 2, Colonel Ronald L.
Bailey, focused on the I MEF order. Following up on
theI MEF fragmentary order, General Natonski
tasked Colonel Bailey, who commanded most of the
ground troops in the task force, with seizing both the
Route 1 and the Route 7 crossings on 23 March. This
was a departure from the original plan to begin by
seizing the Route 1 hridge to the west of the city, and
then move on the "eastern," or "city" bridges "on
order," which meant there would be a delay between
the two evolutions, a chance, however short, to fine-
tune the planning for the next step. There was noth-
ing new by way of intelligence about An Nasiriyah,
but Colonel Bailey was warned to expect small arms
fire. When he expressed some concerns, his troops
needed rest and his mechanized assets were low on
fuel, General Natonski told him it was important to
press on, the Marines would have to run on adrena-
224
Marines throughout the theater felt that the next
day, 23 March, started bad and never got any better.
Around daybreak, the U.S. Army's truck-borne 507th
Maintenance Company lost its way and blundered
into a bloody ambush in An Nasiriyah. One of the
members of the 507th was Private First Class Jessica
Lynch, who was wounded and captured by the Iraqis
and after being rescued went on to become a
celebrity of sorts. This helped set the stage for the
events that followed, as did the relief in place to the
west of the city between Task Force Tarawa, in par-
ticular Company C, 2d Light Armored Reconnais-
sance Battalion, and the 3d Infantry Division. This
was accompanied by a boundary shift that put virtu-
ally all of An Nasiriyah in Marine battle space. The re-
lief in place and the boundary shift were otherwise
unremarkable, despite occasional allegations to the
contrary.225
A few miles away, during the advance toward An
Nasiriyah from the southeast, at about the same time
as the 507th was ambushed,1stBattalion, 2d
Marines, with tanks and a combined antiarmor team
in the lead, encountered small arms and mortar fire
while still well outside the city, a portent of more to
come. A short while later the Marines encountered a
few survivors from the 507th, which fed the hope
that there might be more survivors up ahead. This
possibility put added pressure on Colonel Bailey.
Mid-morning on 23 March, General Natonski flew
twice to the battlefield in his command Huey heli-
copter. When he looked down from the air, he did
not see the regimental combat team's troops where
he wanted them to be. His impression was that the
attack was not going quickly enough; what were they
waiting for? He ordered the Huey to land at Colonel
Bailey's forward command post, which was near a
railroad bridge outside the city limits, so that he could
urge him to move faster. On the first visit, the general
spoke both with Captain Troy K. King, USA, the com-
mander of the 507th, who told him firsthand about
the ambush, and with Lieutenant Colonel Ricky L.
Grabowski, the commander of the lead battalion, 1st
Battalion, 2d Marines, in addition to Colonel Bailey
himself.226 General Natonski told Colonel Bailey and
Lieutenant Colonel Grabowski that he could see
nothing in their way, no enemy tanks or other mech-
anized assets, and that the force was relying on Task
Force Tarawa to seize the bridges and hold them
open. General Natonski believed that by moving fast,
the task force would keep the enemy off balance
and, ultimately, limit the number of friendly casual-
ties. After talking to Colonel Bailey, General Naton-
Reacting to a question about boundaries, LtGen David D. McK-
iernan commented that the events in An Nasiriyah did "not equate
to any seam or any joint problem. There were on-order boundaries
that were placed in effect both south and north of An Nasiriyah,
between V Corps and I MEF, which made sense [and] which were
triggered at the right time ...Idon't think the boundary shift could
have gone much better." (LtGen David D. McKiernan intyw,
30Jun03 lU.S. Army Center of Military History, Washington, D.C.])


--- Page 10 ---
68Basrah, Baghdad and Beyond
DVIC DM-SD-05-04644
The bridge spanning the Euphrates River at An Nasiriiyah needed to be secured intact as it was on the vital main
supply route for Coalition forces moving north in Iraq.
ski flew to the I MEF command post at Jalibah, a few
minutes' flying time from An Nasiriyah, and briefed
General Conway on the situation. When he returned
to Bailey's position an hour later, Natonski repeated
his orders, which now contained the even more
forceful pronouncement, seemingly from Conway's
mouth, that Bailey was holding up the force.
Colonel Bailey did as he was told and made the
general's intent his own, despite personal reserva-
tions. This was, after all, a city that had not been thor-
oughly probed by reconnaissance in the recent past,
perhaps because of the expectations that the Iraqis
would be friendly. Similarly, there appears to have
been no plan to conduct preparatory artillery or air
attacks before the Marines entered the city limits,
even though air and artillery support were on call
An additional consideration BGen Richard Natonski mentioned
in a postwar interview was that the cluster of American forces
south of An Nasiriyah made an excellent target for Iraqi weapons
of mass destruction, a threat that was still very much on every-
one's mind at the time. It is not clear whether he mentioned that
point to col Bailey on 23 March. (BGen Richard F. Natonski intvw,
26Mar04 [MCHC, Quantico, VAI)
To be sure, Marine reconnaissance elements close to the west-
ern bridge were working their way back toward Task Force
Tarawa, and U.S. Army Special Forces were operating in the area
on each side of the river, but this did not equate to a reconnais-
sance of the city itself. (Reynolds, Journal, entry for 1Jul04, record-
ing a conversation with Task Force Tarawa's G-3; BGen Richard F.
Natonski intvw, 26Mar04 [MCHC, Quantico, VAI)
and became very active participants in the battle. Go-
bras flew above the advancing Marines, and the ar-
tillerymen of 1stBattalion,10th Marines, were
following in trace of RCT 2's lead elements, ready to
emplace and process fire missions in very short
order. General Natonski later praised the battalion
for providing "invaluable" counter-battery fire during
the battle, in addition to responding for calls for fire
from Marines under attack. 227
Afterthe first meeting ended and the three princi-
pals went their separate ways, Colonel Bailey had
second thoughts and wanted to talk to Lieutenant
Colonel Grabowski again. He wanted to be sure that
Grabowski had not left with the wrong impression—
Grabowski should proceed, but not at all costs. It was
the kind of thought that passes through a comman-
der's mind as he sends his troops off to battle, espe-
cially on the first day. Bailey was a conscientious
officer with a reputation for taking care of his
Marines. But Grabowski was already out of reach,
moving into the attack, and it was too late to review
the bidding.228
It was now sometime before noon; after the fight,
Lieutenant Colonel Grabowski commented that it was
difficult to remember exactly what happened when,
given the intensity of the combat, which plays tricks
on a person's sense of time. The sun was high, the
day clear and hot. Two kilometers south of the Eu-
phrates, the tanks detached to refuel, but the rest of


--- Page 11 ---
The Bridges of An Nasiriyah69
Dl Cartography Center/MPG 763294A1 (C00600) 4-03
Grabowski's battalion continued over the river and
into the city. After the friendly tanks detached to re-
fuel, Company B encountered enemy tanks, which
were engaged and destroyed by antiarmor Marines,
including a "Javelin" team. Company A secured the
far end of the eastern bridge over the Euphrates.
Then Company B, with the battalion command
group, crossed over the bridge and, looking for a
route around downtown An Nasiriyah, drove onto
apparently firm ground that turned out to be a kind


--- Page 12 ---
70Basrah, Baghdad and Beyond
DVIC DM-SD-05-04643
Objective 2for Task Force Tarawa was the seizure of the bridge crossing the Saddam Canal. The road between
the two bridges in An Nasiriyah became known as "Ambush Alley," because of the intense enemy fire experi-
enced by the Marines as they traversed the four kilometers of cityscape.
of tarry quicksand. One Marine, Corporal Jason J.
Polanco, was looking at the two tanks in front of him
that were running level with his own vehicle one sec-
ond, and then, in the next, "just dropped inltol the
mud."229 Company B's plan to come up on the
southeastern flank of the bridge over the Saddam
Canal, and to support the assault on that bridge by
fire, was on hold.
With Company B stuck on its right to the east,
Company C forged ahead through four kilometers of
cityscape that became known as "Ambush Alley,"
coming under "intense machine gun, small arms, and
RPGfire"from a variety of combatants—a mix of reg-
ular soldiers and paramilitary fighters—almost all of
whom wore civilian clothes. Sometime after noon,
mindful of the pressure on the task force and the reg-
imental combat team, Company C's commander,
Captain Daniel J. Wittnam, decided to keep moving
ahead. He appears to have made this particular de-
cision more or less on his own, although it was def-
initely consistent with his battalion commander's
intent. Lieutenant Colonel Grabowski had effectively
This may have been Sobka, a geological phenomenon peculiar to
the Middle East, which was encountered elsewhere in Iraq and
mired other Marine vehicles. It may also just have been sewage,
with the top layer baked into a crust.
conveyed his determination to seize and hold the
bridges. Not only was Wittnam's the first Marine com-
pany over the Saddam Canal, but it was now out
ahead of the rest of the battalion, more exposed to
the enemy than anyone else.23°
Wittnam's company drove across the wide, flat
modern bridge; it looked as much like a stretch of
A humvee with a 7.62mm medium machine gun
races to aid fellow Marines engaged in afirefight in
An Nasiriyah. Mounted combined weapons teams
were formed from the heavy weapons company of the
infantry battalions.jccc 030401-M-5977R-O1O


--- Page 13 ---
highway as a bridge, into what amounted to a kind
of fire sack. The weapons platoon sergeant, Staff Ser­
geant Lonnie O. Parker, remembered the feeling: "We
all came out of the door [of our amtrack], got ... sit-
The Bridges ofAn Nasiriyah 71
uational awareness of where we were, where the
enemy was. They were located north of us, they
were located to the west of us, they were located to
the south of us, and they were located to the east of
The Other Ambush on 23 March
A few hours after Wittnam's Marines drove
fiacross the bndge over the canal mto the
enemy fire sack, another group of Marines had a
similar experience in the desert north of the city.
The story begins late on the afternoon of 23 March.
One of division's Lockheed P-3 Orions, borrowed
from the U.S. avy, was flying high and slow
above the battlefield to scout the route up High­
way 1, while light armored reconnaissance Marines
did the same on the ground. Although one of the
accompanying Cobra pilots who had been con­
ducting low-level scouting for the armored recon­
naissance Marines thought he had seen some signs
of enemy activity, the route seemed clear to divi­
sion. General Mattis decided he wanted the
Marines to move even faster, and personally called
one of his armored reconnaissance commanders,
Lieutenant Colonel Herman S. Clardy III, of 3d Bat­
talion, cadena me "Wolfpack," to tell him to pro­
ceed up to the town of Hantush some distance up
the road. Clardy told his commanders to pull off
the road and gather around him for a five-minute
briefing and an order. Minutes later, the battalion
went "screaming north" into the gathering dusk,
well out ahead of any friendly formations and out­
side the artillery fan.
Captain Charles]. Blume, Clardy's fire support
coordinator, remembered in vivid terms what hap­
pened next:
We definitely could feel [that] we were get­
ting well out in front of the division. We lost
communications with the DASC-A [the air­
borne direct air support coordinator] and it
was starting to get dark. ... We began to see
abandoned weapons and equipment strewn
along the highway. [We saw a] suspicious ve­
hicle . . . to our front that [looked at] . . . u
and sped away .... We could all feel the hair
standing up on the backs of our necks. You
could tell something was about to happen.
What did happen next, at 16072 was burned
into the memory of one of the company com-
manders, Major Bruce Bell:
The Fedayeen had actually laid out a decent
"U"-shaped ambush spread over ... 500 me­
ters on both sides of the road. . . . They
picked a tactically sound, defensively ori­
ented bend in the highway ... to exploit
massed surprise ... fires on the lead units of
whoever fell into the trap. They also had as­
sembled a column of approximately 10 tanks,
armored personnel carriers, and other vari­
ous "technical" ... vehicles [mostly pickup
trucks with machine gun mounts] which they
positioned on the eastern flank of the am­
bush position, hoping to use a nOlth-south
jeep trail . . . to move down and flank units
caught in tl1e kill zone on the highway.
When the enemy opened fire, at first it was only
scattered tracers flying across the road, and then
there was a torrent of fire all up and down me
route of march. Some of the enemy appeared to be
massing for an attack. The Marines fired back, but
the enemy fire kept coming. The air officer tried to
reach Clardy over me radio, but could not. Some­
one, either the air officer or the communications
officer, called "Slingshot," me heart-stopping code
word in this war for "I am being overrun." The di­
vision later reported that me call came over the
Iridium cell phone, the official/unofficial alternate
communications system in this war, and that "3d
MAW immediately responded with 6 Harriers and 4
Cobras, followed shortly mereafter by a host of ad­
ditional air assets." It was all over by 17412, the
remnants of a battalion-sized Iraqi unit left smoking
on the battlefield. The Marines, miraculously,
emerged from the fight wim one wounded in ac­
tion and some battle scars on meir vehicles, but
were still able to continue moving up the road'
*IMEF sitrep 221800ZMar03 to 231759ZMar03 (Copy in
Reynolds Working Papers, MCHC, Quantico, VA); IsrMarDiv
ComdC, Jan-Jun03 (GRC, Quantico, VA), sec 2, chap 5, pp. 5-8;
Maj Bruce BeU, e-mailstoauthor.1l-12Jul03 (Copies among
Reynolds Working Papers, MCHC, Quantico, VA)

--- Page 14 ---
72Basrah, Baghdad and Beyond
DVIC DM-SD-05-04642
A Marine surveys some of the damage done to the city
ofAn Nasiriyah after more than eight days offighting.
The heavy cost of the fighting impacted the lives of
both the populace and combatants for some time to
come.
us'°6 The Marines found themselves on a roadway
on the far side of the canal, surrounded by fields that
were lower than the roadway, which made them
good targets for the waiting Iraqi soldiers. They could
see the enemy scurrying in and around their fighting
positions and the plain concrete buildings that were
all some distance away on the other side of the fields
and the berms that helped to define the fields. Ap-
parently emboldened by their success against the
507th, and now ready to fight the next wave of Arner-
icans, the Iraqis fired infantry weapons and, espe-
cially, mortars up to 120mm in caliber. Marines later
learned that the enemy's positions were primarily ori-
ented to the north, in order to defend against an air-
borne attack that was never planned, let alone
executed. The enemy infantry showed no interest in
closing with the Marines and getting within easy
range of their small arms; they chose either to fire
from their foxholes or to dart out from a courtyard or
alleyway to fire off a few rounds. At least one Marine
small unit leader had to keep his hard-chargers from
rushing across the open fields at the enemy.232 In-
SSgt Lonnie 0. Parker remembered that the rocket propelled
grenade and small arms fire soon tapered off. (SSgt Lormie 0.
Parker intvw, 23Mar03 [MCHC, Quantico, VAI)
stead, the Marines used their own weapons against
the enemy and called in artillery; 1st Battalion, 10th
Marines' guns soon fired to good effect. Sadly, the
company's forward observer, First Lieutenant Freder-
ick E. Pokorney, Jr., was killed while calling for fire.
But thanks in part to the enemy's poor marksman-
ship, and thanks in part to the Marines' good work,
the company was soon making some headway
against the enemy and consolidating its own posi-
tion.
Captain Wittnam had seized an important objec-
tive, and he wanted to hold it until reinforced or re-
lieved. Then, a U.S. Air Force Fairchild-Republic A-b
Warthog swooped by, circled, and lined up for a
strafing run on the Marines as they watched in hor-
ror. Although a jet, the Warthog is designed to fly low
for close air support missions and, with its depleted
uranium rounds, was known as a good tank buster.
It is usually a welcome sight on the battlefield and
had already done good work on 23 March against
other targets. But now it was bearing down on friend-
lies.
One Company C Marine on the bridge, First Lieu-
tenant Michael S. Seely, had been strafed by an A-b
before, in 1991, and he knew instantly what was hap-
pening:
I did not even have to look up, because I knew
exactly what that sound was. ...Iran up and
found 2d Platoon scattered all around the area
there, but I grabbed their [radioman and] said,
"Put that damn thing on battalion Tac now!" I
got on battalion Tac immediately and started
calling, "Cease fire! Cease fire!" Timberwolf 6
[the battalion commander] came up, perfect[ly]
calm, and I started talking to him. He said,
"What do you got?" I said, "We [are] having
friendly air, [an] A-bstrafing our pos." I do not
know the time that it took, but it was probably
a couple minutes later...Ido not know, 10,
15, whatever—the A-bwas still circling over-
head.233
To make matters worse, the A-b, apparently
along with his wingman as the A-b was flying in a
two-plane section, made numerous deadly passes,
while the Marines on the ground tried every way pos-
sible to end what arguably became the most notori-
ousfriendlyfireincidentofthewar.By
mid-afternoon each of the battalion's rifle companies
was, in the understated words of the Marine Coips
Gazette article about the fight, "decisively engaged
in non-mutually supporting positions" throughout the


--- Page 15 ---
The Bridges ofAn Nasiriyah73
JCCC 030411-M-6910K-11O
Marines assigned to Combat Service Support Battalion
18 work to retrieve a destroyed P7 amphibious assault
vehicle following the fighting in An Nasirzyah.
city and only in sporadic touch with their battalion
commander, whose tactical radio nets have been de-
scribed as "clogged."234 It was only later in the after-
noon that the companies were able to support each
other, which is what Wittnam had been waiting for,
given his intent to hold the position until reinforce-
ments could get to him. He estimated later that the
wait was between two and a half and three hours.235
He and his men had breathed an enormous collective
sigh of relief when a pair of Marine tanks rumbled
into their lines and suppressed the remaining Iraqi
opposition once and for all. There had been a cou-
ple of anxious moments when the Company C
Marines first heard tanks coming their way, and be-
fore they identified them as the friendly reinforce-
mentstheywerehoping andwaitingfor.236
Exhausted, dirty, and bloody, they began to recover
from the first day of heavy fighting for I MEF in Iraq,
which cost the lives of 18 Marines. With some pride
and some sadness, Staff Sergeant Parker summed it
all up when he said it "was not supposed to be no re-
ally big conflict that day," but "we put up one hella-
cious of a fight....[litis really sad when it ends and
you lose the majority of your people not from enemy
fire but from friendly fire."237
Task Force Tarawa remained heavily engaged in
An Nasiriyah for eight more days, working to clear
the enemy from the route through the city. This in-
cluded some bitter house-to-house fighting, defeat-
ing some one thousand enemy fighters massing for a
counterattack and, on 1 April, support for the mis-
sion to rescue that most famous of survivors of the
ambush of the 507th, Private First Class Lynch. The
field historian attached to Task Force Tarawa com-
mented that 3d Battalion, 2d Marines, became "adept
at collecting front-line intelligence and following up
with what were termed 'House Calls' on the homes
of officials of the regime," which, in turn, led to fur-
ther contacts and a growing hold on An Nasiriyah.238
Throughout this period there was good cooperation
with U.S. Army Special Forces, whose detachments
continued to operate alongside the task force and
produced actionable intelligence, which often led to
fire missions, air strikes, or raids like the Lynch res-
cue.239 It is worth noting one such attack, early on,
when Task Force Tarawa drove a band of Fedayeen
from a hospital that turned out to have a stockpile of
"200 AK-47... [riflesJ, 20,000 rounds of ammunition,
3,000 chemsuits and masks, a tank [!i...,400Iraqi
uniforms, and four U.S. Army uniforms."24° This was
one of the first concrete indications to the Coalition
that Iraq was one vast ammunition dump-cum-
armory, which would pose a disposal problem on an
unimagined scale.Nevertheless, by early April,
Nasiriyah was taking its first tentative steps, under
Task Force Tarawa, toward post combat reconstruc-
tion, a few days ahead of the rest of Iraq.
Various controversies about 23 March were to con-
tinue for some time. There were questions, some of
which made more sense than others, about such
things as why the Marines did not bypass An
Nasiriyah or in general do a better job of fighting in
cities. 241 There were other questions about whether it
was right for Task Force Tarawa to push into An
Nasiriyah the way it did. Would it have made sense
to wait for the tanks moving with 1st Battalion, 2d
Marines, to refuel before advancing into the city? Or
to wait until the battlefield had been "shaped," that is,
why had not there been a more thorough reconnais-
sance before the Marines entered the city, or why
had not artillery and air struck Iraqi positions before
the Marines reached them? Did Captain Wittnam's de-
cision to advance Company C by itself make sense?
There are answers, some more compelling than oth-
ers, to all of the questions about 23 March. General
Natonski's pressure on RCT 2, and Captain Wittnam's
decision to push on and then hold on, may have
saved the day. One of the Iraqi commanders cap-
tured at An Nasiriyah commented that the fast tempo
of the American advance had made it impossible for
him to respond in time and that he had been
"shocked" at the aggressiveness of Marine small unit
This was representative of cooperation with various Special
Forces in the entire Marine area of operations, although Gen Mat-
is and Gen conway eventually came to the conclusion that these
operators were better at some tasks than others. In particular, they
complained it could take them too long to plan a mission to take
advantage of a rapidly breaking situation.


--- Page 16 ---
74Basrah, Baghdad and Beyond
DVIC DM-SD-04-01582
A Marine comes to the aid of injured and displaced Iraqi civilians caught in afirefight north ofAn Nasirzyah.
The civilians were later evacuated to the triage area of Regimental Combat Team I to receive medical treat-
ment.
leaders. "He said that his fighters were very confident
initially...butbecame dispirited when the Marines
kept coming at them. "242*
From the CFLCC and I MEF point of view, it would
not have made sense to bypass An Nasiriyah. The
layout of the roads and bridges around the city made
it difficult to bypass. Not even assault bridging would
have helped. When RCT l's Colonel Joseph D.
Dowdy considered that option, he concluded it
would add days to the journey north. Even if the by-
pass option had made sense, the Marines would still
have had to find a way to deal with potential enemy
'There was supporting air on Station and artillery on call through-
out the period; the issue is whether there was an adequate amount
of preparatory fire.
threats to their lines of communication from within
the city. Simply put, CFLCC forces needed to control
all of the routes in and around An Nasiriyah and had
had little choice but to go through the city. As Gen-
eral McKiernan put it: "Everybody had to go by An
Nasiriyah, in either corps' sector, because that was
the only place to cross the Euphrates....Itwas just
the [nature of] the whole fight in the south. Our
enemy concentrated out of urban areas."243
Perhaps the most bitter controversy about An
Nasiriyah was in a class by itself, the controversy over
the "friendly fire" by the A-lOs, which led to a lengthy
investigation and, in April 2004, to the release by
Central Command of a 900-page report that con-
cluded it was a Marine air officer who had cleared
the A-lOs to fire on any vehicles on the far side of the


--- Page 17 ---
The Bridges of An Nasiriyah75
DVIC DM-SD-04-O1 589
A convoy of humvees from Weapons Company, 1st Battalion, 5th Marines, with tube-launched, optically-
tracked, wire-guided (TOW) missile launchers, makes its way north through the "mother of all sandstorms."
bridge over the canal. Located a few hundred yards
away with Company B, the officer apparently be-
lieved he was with the lead element of the battalion
and therefore no Marines were in front of him and
Company C did not have its own forward air con-
troller. The report essentially invited the Marine
Corps to continue the investigation to determine
whether any disciplinary action should be taken
against that officer, which would perhaps prolong the
controversy. One observer has argued that it is unfair
to single out the air controller, since his actions fol-
lowed, at least in part, from the actions of others in
his chain-of-command, and since it appears that
some of the battalion's communications nets failed at
crucial points.244 Many Marines found that line-of-
sight communications inside the city limits was terri-
ble.
The end result of the general confusion on 23
March and the attack by the A-bwas not only the
painful casualty count but also a monumental traffic
jam that lasted through 24Marchand into 25
March.245 The CentCom report stated that "eight of
the deaths were verified as the result of enemy fire;
of the remaining 10 Marines killed, investigators were
unable to determine the cause of death as the
Marines were also engaged in heavy fighting with the
enemy at the time of the incident. Of the 17
wounded, only one was conclusively.. .hitby
friendly fire."246 Behind the Marines in the fight at the
bridge and along "Ambush Alley" 30 kilometers of
vehicles waited. In addition to Task Force Tarawa's
vehicles, there were literally hundreds of vehicles be-
longing to RCT 1. It was still a particularly lucrative
target for the Iraqis. But not unlike his counterpart in
RCT 2, the commander of RCT 1, Colonel Dowdy,
was reluctant to try to squeeze his regiment through


--- Page 18 ---
76Basrah, Baghdad and Beyond
Ambush Alley. And behind Colonel Dowdy a seem-
ingly endless convoy of supply trucks was waiting to
move north.247
This was the kind of evolution that attracted more
attention than most subordinate commanders want.
On 24 March there were a number of generals on
site: Task Force Tarawa's General Natonski; the as-
sistant 1st Marine Division commander, Brigadier
General John F. Kelly, whom General Mattis tasked
with roaming the battlefield to help him maintain sit-
uational awareness; and General Conway, the I MEF
commander. Even a retired general was nearby,
Major General Ray L. Smith, traveling with the divi-
sion to gather material for a book, The March
The kind of general who made it a point to see for
himself how the fight was going, Conway traveled
by helicopter from Jalibah, where I MEF Main was
by now well established, to An Nasiriyah. On the
way, he flew over what looked to him like a great
deal of Marine combat power stretched Out on the
road, and he remembered thinking, with growing
frustration, there should be no holding all of that
power back. This made him all the more determined
to deliver his message in no uncertain terms. After
landing, Conway spent more than an hour at Task
Force Tarawa's command post. Then he and General
Natonski drove forward in a "soft-skinned" humvee,
the vehicle that had replaced the jeep, through fires
so intense that three Marines around them were in-
jured. According to one account, the two generals
talked matters over with Brigadier General Kelly and
Colonel Dowdy while AK-47 rounds snapped over-
head. General Natonski remembered later the topics
discussed were whether the Marines could hold the
bridges and whether 1st Marines could pass through
Task Force Tarawa and over the bridges without
delay. Throughout, Conway's basic message was sim-
ple, find a way to get things moving again.248
Word spread wide about the fighting in An
Nasiriyah, along with reports and rumors of heavy
American casualties. Recordings of a disturbing Iraqi
The field historian on site noted "the traffic was really snarled
around an intersection of 2 major roads" to the south of An
Nasiriyah. This was almost certainly a reference to the point where
the road from the south branched, with one branch leading to An
Nasiriyah and the other to the western bridge, which meant the
traffic jam was miles long. (Col Reed R. Bonadonna, "Field History
Journal," entry for 23Mar03)
Gen Ray Smith and his coauthor, Bing West, recorded many in-
teresting vignettes for posterity, including the mood of a young
infantryman on the line at An Nasiriyah who seemed to think that
events had slowed because of the number of generals there. It is
not clear whether the Marine knew that he was talking to a gen-
eral.
television broadcast showing the killed and captured
soldiers made the rounds while corpsmen and doc-
tors waited for the Marine wounded. There was a
perception that U.S. forces had suffered a setback
and that the war was not going according to plan,
especially among the "experts" on television with
their nonstop stream of commentary and free advice,
usually from thousands of miles away. They were
not, almost needless to say, making themselves pop-
ular with commanders in Iraq and Kuwait. Reflecting
the views of many, the field historian with Task Force
Tarawa wrote on 23 March that "[amy hopes we may
have had for an easy entry into An Nasiriyah, and
any larger hopes for a campaign as a series of capit-
ulations, have ended today." The war could he
longer and harder than anyone had expected or
hoped.249
Underlying this new perception was the nature of
the fight at An Nasiriyah, which General McKiernan
characterized simply as "a damned tough urban
fight."25° It was that, and more. The general expecta-
tion had been that the Iraqi soldiers in the regular
army divisions stationed in the south of the country
would surrender in droves once the Coalition crossed
into Iraq, and that the population, at least in the
south, where there was a Shia majority hostile to Sad-
dam Hussein's Sunni ruling class, would welcome the
Coalition as liberators. But the number of prisoners
had been measured in the hundreds, not the ex-
pected thousands. This did not mean that the Iraqi
Army was fighting hard. On the contrary, it seemed
to be simply melting away. What was more surpris-
ing was that the irregular forces, especially the
loosely organized Saddam Fedayeen, literally the
"men of sacrifice," soon to be renamed "regime death
squads" by Pentagon edict, were willing to stand and
fight. Typically in civilian clothes, they were hard to
pick out from innocent civilians, whom they were
often more than willing to use as human shields or to
sacrifice in other ways. There were also numerous
reports that they were willing to feign surrender and
then open fire on anyone who advanced to take
them prisoner.
Speaking about An Nasiriyah, General Conway
said that I MEF was facing "hard little knots of Fe-
dayeen."25' General McKiernan characterized the
enemy as "a combination of several different sources,
Fedayeen, Special RG, some military, regular army
that... tookoff their uniforms. ..butit was a pretty
determined enemy."252 General Mattis spoke for
many when he declared that the Fedayeen "lack any
kind of courage. They literally hide behind women
and children, holding them in their houses as they

--- Page 19 ---
The Bridges of An Nasiriyah77
fire...Theyreally lack manhood. They are violat-
ing every sense of decency. They are as worthless an
example of men as we have ever fought."253 General
Amos was equally outraged, commenting later that
An Nasiriyah was a turning point for him: "When the
Saddam Fedayeen came down and. .. werepicking
off our Marines, they became, in my mind, cannibals.
And my whole perspective on how we were going to
fight this war changed."254
Itis difficult to escape the conclusion that An
Nasiriyah was a turning point for many, if not most,
Marines. Not only was it the first heavy dose of com-
bat for the Marines, but many things did not go as
planned or hoped. The enemy was different than ex-
pected, more tenacious and committed, and he was
having a certain degree of success. For him An
Nasiriyah was a target-rich environment and a large
number of Marines needed to pass through a rela-
tively small area. For the Marines it came at a time
when many were close to exhaustion, and the battle
saw its share of misjudgments, mistakes, and bad
luck. All things considered, it is not surprising that
there was congestion and confusion, and that the
pace slowed.
What is just as obvious is that no one in I MEF
gave way under the pressure and that the Marines
quickly recovered from the first day of battle in An
Nasiriyah. It did not change the force's focus or slow
operations for more than a day. On the contrary,
there was a hardening of resolve among many
Marines. For his part, General Conway did not lose
his focus. He consistently pushed division and wing
to move north in order to defeat the Republican
Guard's Baghdad and Al Nida Divisions, which lay
on I MEF's route to Baghdad, while General Naton-
ski and Tarawa dealt with the Fedayeen and other
threats in the south.
Even though the firefights, sometimes heavy, con-
tinued in An Nasiriyah for a few days, RCT 1 had
pushed through the eastern part of the city and
started up Route 7bythe afternoon of 25 March.
General Mattis' intent was for RCT 1 to move quickly
to the north, in the direction of Al Kut, in order to fix
the Baghdad Division in place in the center of the
country long enough for him to get the rest of the
1st Marine Division behind the enemy division, while
blocking any Iraqi forces that might attack the
Marines from the east. He did not want the Iraqi in-
fantry to be able to fall back into Baghdad.255
Although the fighting in An Nasiriyah did not slow
the division by much more than 12 hours, the
weather did succeed where the enemy had failed.
On the night of 24-25 March, the "mother of all sand-
storms" moved into the theater, with high winds stir-
ring up massive clouds of sand and slowing opera-
tions to a crawl. General Usher, the 1st Force Service
Support Group commander, called it the worst sand-
storm in 20 years.256 In the words of the division's
command chronology, "Marines choked on the dust
and visibility was reduced to almost nothing. Soon, it
was blowing so hard that it was difficult to breathe
outside."257 Most air was grounded, leaving fire sup-
port to artillery and mortars. But some pilots braved
the weather anyway. On 25 March, a field historian
watched "a breathtaking performance by two Hueys
•.. tryingto deliver ammo. They flew straight up the
road at about the level of the telephone lines. Be-
tween the wind and the prop wash, visibility must
have been less than zero....[Tihelast I saw of them,
they were flying [away] into the dust clouds."258 Like
the Huey pilots, Colonel Steven Hummer of the 7th
Marines was not ready to let the weather stop him or
his regiment. He himself became a ground guide,
personally leading his Marines north in the storm,
with "connecting files" behind him, Marines walking
between vehicles, literally holding on to the one in
front and the one in back, guiding them slowly for-
ward. But finally it was too much even for Colonel
Hummer, and he stopped his Marines for the night,
putting them in a defensive posture.259 Hunkering
down for the night did not necessarily mean the
Marines were safe. In one of the tragic, incompre-
hensible accidents that occur during wartime, the ex-
ecutive officer of 3d Battalion, 5th Marines, Major
Kevin G. Nave, was killed by an earthmover while
he was sleeping during the dust storm. A few miles
to the southeast atJalibah, the force was trying to op-
erate out of the "Bug," its expensive custom-made
air-conditioned canvas command post. But on the
25th, the lights were flickering on and off and the
canvas was flapping vigorously. Marine expedi-
tionary force officers were worried that the Bug
would literally blow away, and they took the pre-
caution of passing control back to the rear at Camp
Commando for a day.26°
The sandstorm was followed by thunderstorms,
which cleared the air somewhat but created mud,
both on the ground and in the air. More than one
Marine commented that when the thunderstorm hit,
it seemed like it was raining mud; the rain hit the
dust suspended in the air and drove it to the ground
in wet, heavy drops. Many division Marines went to
sleep in sand and woke up in mud on 26 March. For
at least a day after the storm, there was a massive
cloud of sand over Kuwait, which limited visibility,
continued to keep many aircraft on the ground, and

--- Page 20 ---
78Basrah, Baghdad and Beyond
made it seem that the sun was shining through a
dense, bright yellow filter.261
The Washington Post reported that now, in the
wake of An Nasiriyah and the sandstorm, "some sen-
ior U.S. military officers" were convinced that the war
would last for months and would require "consider-
ably more combat power." The United States had
kicked in the door, and the house had not collapsed;
on the contrary, it seemed to be holding up fairly
well in some ways.262 General McKiernan was con-
cerned not so much about the situation as about
what his commanders might be thinking: "The going
was a little tough. The Fedayeen. ..andthe urban
defenses were something we were going to have to
deal with. The weather was bad, and we had ex-
tended our supply lines." As a result, he felt the need
to fly up to see the V Corps commander, Lieutenant
General William S. Wallace, to look him in the eye
and to "know that we both saw the way ahead,"
which was Baghdad.263

--- Page 21 ---
Chapter 6
Toward the Enemy Center of Gravity:
Ad Diwaniyah, Al Kut, and the Pause
Even before the storm had completely passed,
Regimental Combat Teams 5 and 7resumedtheir
progress up Route 1, the northwest-southeast axis
running to Baghdad, which was by turns a new four-
lane highway and a roadbed under construction. On
the way, they faced roadside ambushes by a variety
of enemy formations that had prepared positions
alongside the highway. An incident on 25 March that
would ultimately mean a Navy Cross Medal for First
Lieutenant Brian R. Chontosh conveys a clear sense
of the nature of the fighting. In the early morning
hours of the day, Lieutenant Chontosh, an energetic,
down-to-earth bodybuilder, who started his career in
the Marine Corps on the enlisted side of the house
and still shaved his head, was in the lead vehicle of
his combined antiarmor platoon, behind four M1A1
Abrams tanks as 3d Battalion, 5th Marines, pushed
north toward Ad Diwaniyah, a city some 100 miles
south of Baghdad that had been the home of a large
Iraqi Army garrison before the war. Suddenly the
enemy, described as a mix of irregular and conven-
tional forces, sprang an ambush from the berms on
both sides of the highway. The enemy fire struck one
of the platoon's vehicles, killing one Marine and
wounding another. Lieutenant Chontosh wanted to
move the platoon Out of the kill zone, which was dif-
ficult because there were vehicles both in front of
him and behind him. Noticing a break in the berm,
he directed his driver to head through it and into a
trench filled with enemy soldiers. Once in the trench,
Lieutenant Chontosh jumped out, engaging the
enemy with an M16 rifle and then with a 9mm pistol
until he ran out of ammunition. Then, in the words
of the summary of action for his award:
[H]e...grabbedan enemy AK-47 [rifle] and
A convoy of Marines with Regimental Combat Team 5, watched over by scout helicopters, traverses the desert
of central Iraq. The combat team had moved hundreds of miles and confronted countless ambushes in thefirst
two weeks of operations in Iraq.Photo courtesy of Defend America


--- Page 22 ---
80Basrah, Baghdad and Beyond
continued to engage enemy soldiers as he con-
tinued the attack to clear the trench....When
the AK-47 was out of ammo he grabbed an-
other and continued to engage [thel enemy
both in and out of the trench under heavy
enemy fire. A Marine following him found an
enemy RPG [rocket propelled grenadel and
gave it to Lieutenant Chontosh who. ..usedit
to engage a group of enemy soldiers, eliminat-
ing the...threat... Hisaggressive, violent
action. ..undoubtedlysaved the lives of many
Marines along Highway 1 that day.264
Between 26 and 28 March, RCT 5 proceeded to
crush Fedaycen opposition in and around Ad Di-
waniyah. Even before the fighting had ended in Ad
Diwaniyah, one of RCT 5's battalions seized the air-
field at Hantush after what has been described as "a
fierce firefight." Hantush was some 15 miles to the
north of Ad Diwaniyah, located on Highway 27, an
east-west axis that General Mattis intended to use in
the coming days to approach Baghdad from the east.
In the meantime, RCT 1 was fighting its way up
Route 7 through towns and villages to the junction
•with Route 17, which was at roughly the same lati-
tude as the city of Al Amarah, not far from the bor-
der with Iran, the home of the Iraqi 10thArmored
Division, which was another potential threat, from
the southeast, to Marines advancing on Baghdad.
The 1st Marine Division was moving ahead de-
spite the increasing distance from its base in Kuwait.
General Mattis had been prepared to rely on organic
supplies for a few days; he later said that the 1st
Marines, when they crossed the river at An Nasiriyah,
fully expected to cut their supply lines "and just
break loose and head north," relying on emergency
resupply by air when necessary, hence the interest
in Hantush airfield, and not having to worry about
protecting their supply lines back to the rear.265 This
was a reflection of General Mattis' "logistics lite" phi-
losophy he had been inculcating in all of his troops
for months, and of the benefits of General Usher's
reorganization, the 1st Force Service Support Group
having created a direct support structure for the di-
vision, especially the combat service support com-
panies designed to move with the regiments. As
stated in the division's command chronology, the re-
organization "provided [for a] ...sharedsituation
awareness ...[whichenabled FSSG to] proactively
calculate logistical needs and have them out the door


--- Page 23 ---
Toward the Enemy Center of Gravity81
before the customer even registered a request."266 Al-
though statistics are lacking, this approach most
likely helped to reduce the demand for consumables
and, perhaps as important, contributed to an expe-
ditionary mentality that made his Marines believe
they could go the extra mile without extra supplies.
On a larger scale, the Marine Corps supply system
had generally kept up, even though it was stretched.
As the deputy Force Service Support Group com-
mander, Colonel John L. Sweeney, commented on 24
March, "the plan is evolving" successfully; there had
been "no operational pause due to logistics" because
of "what those lance corporals are doing out there."267
In the daily I MEF situation report for the next day,
General Conway reflectedsatisfaction with the
group's efforts to date, especially the hose reel sys-
tem it had laid from Kuwait to Jalibah, a distance of
some 70 miles, in order to deliver fuel. The Force
Service Support Group Marines had accomplished
this feat in less than half the projected time.268
There can be little doubt that it had been a chal-
lenge to get supplies from the beach to the forward
Transportation Support Group vehicles loaded with
ammunition, meals ready to eat, fuel, and water are
staged for a convoy north. The 1st Force Service Sup-
port Group supported all logistics for the Marine ex-
peditionary force in Iraq.
JCCC 030401-M-6910K-034
bases of the Force Service Support Group, which
quickly sprang up in Iraq behind the advancing
Marines at places like Jalibah and Ad Diwaniyah. It
turned out that the Army's 377th Theater Support
Command had not been able to meet all the needs of
both I MEF and V Corps as originally hoped; the
377th was a relatively late arrival in theater, its head-
quarters not "closing" until March 2003. Partly be-
cause of this and partly because of the challenges the
campaign would pose for any command planning to
move men and equipment over such a long distance,
logistics remained a concern for General McKiernan
throughout the campaign, and there were some
trade-offs. The main effort, V Corps, was typically
supplied first, and the Marines were sometimes left to
their own devices, Under Brigadier General Lehnert,
the "wholesale" Marine Logistics Command had done
what it could to bridge the gap between the 377th
and the "retail" service support group and, in gen-
eral, to meet I MEF's needs. After its arrival in coun-
try in December 2002, it had worked wonders in its
nearly featureless stretch of Kuwaiti desert now
known as Tactical Assembly Area Fox, turning it into
a vast logistics base. The general and his Marines
often had to improvise, which they learned to do
well. For example, the logistics command had to con-
tract for 300-tractor-trailers driven by third-country
nationals, many of whom were to drive hundreds of
miles into Iraq under dangerous conditions, and then
find ways to motivate them to continue working
under near-combat conditions. One solution was to
award "eagle, globe, and anchor" emblems to the
more intrepid drivers. As the Marines moved north, I
MEF kept asking the logistics command to keep
pace, which it did by, in General Lehnert's words:
"using every transportations means available includ-
ing Marine Corps tactical trucks, Army line haul, con-
tracted third country national...vehicles,C-130 .
airdeliveiy, and rotary-wing aircraft."269 After the war,
General Lehnert concluded that he did not "know
how much further we could have gone as the culmi-
nating point kept moving north.... Wehad every
truck and every driver on the road to the limit of their
ability.... Wewere always in a surge mode." There
were some notable shortages, especially of spare
parts, and there was no reserve.270
What the Marine Logistics Command delivered to
the 1st Force Service Support Group, the group
pushed forward to its frontline customers. General
Usher said it was sometimes a matter of "brute force
logistics." Despite all the group's careful preparations,
sometimes it came down to Marines muscling their
way through a problem. When the system was


--- Page 24 ---
82 Basrah, Baghdad and Beyond
stressed, the general added, "[I]t was not pretty. It
was not elegant. It was just sheer adrenaline."z71 This
was especially true as the Marine division sprinted
toward Baghdad:
[Resupply] was accomplished by the integrated,
rapid distribution of fuel, water, rations, and
ammunition to the nearest SA [support area] or
RRP [repair replenishment point] to the fight,
moved by [FSSG] assets ... and in some cases
[by] the MLC, at distances farther than anyone
had imagined prior to the beginning of the war.
At the height of the action, more than 250,000
gallons of fuel were moved on a daily basis
from as far south as SA Coyote [in Kuwait] to as
far north as SA Chesty at the An Numaniyah
Airfield, stretching more than 300 miles over
improved and unimproved highways [in the
The Missile Attack on CFLCC
M
arines and soldiers were increasingly becom­
ing aware of the fact that thi wa a war With­
out defined front lines and rear area. Threats could
come from any quarter, when least xpected. But
one week into the war. the rear area especially in
Kuwait, seemed fairly safe and the mood at Camp
Doha was, if not exactly relaxed, at least moving
into a smootl1 wartime routine. During tl1e first few
days of the war, everyone at Doha had worn their
chemical suits and carried their ga rna k . now the
soldiers and Marine had the suits and the gas
masks with them but were not wearing them.
CFLCC'sbattle update asses ment, which was "the"
daily brief in the ultramodern command center, on
27 March, was no exception. It was chaired by
General McKiernan, dressed as u ual in hi freshly
starched desel1 battle dress uniform. The staff was
moving crisply through it agenda wh n the alarm
came from one of the air defen e liai on officers:
"Lightning, lightning, lightning!" wluch meant that
an Iraqi missile launch had been detected and that
the target was Kuwait. Evelyone in the large am­
pluth eater paused to put on their ga mask, wluch
would have offered some protection in case of a
chemical or biological strike, but none against tl1e
effects of high explosives. With lu gas mask in
place General McKiernan went back to work,
peaking through its moutl1piece, hi voice calm
and only slightly garbled. A few econd later there
were two deep detonation nearby, and then a
third and maybe a foUM detonation, the sounds
of two outgoing Patriot nussiles and of at least one
Patriot striking the incoming mi ile. Bits of debris
rained down on Doha as the Giant Voice for once,
late, sounded the alarm. In the battle update as­
sessment the gas masks tayed on for a few more
nUnutes while experts tested for the effects of spe­
cial weapons. Then it was back to bu iness as
usual, as if notl1ing had happened. But someming
had happened. The incid ot was captured on
Cable Tews 1 etwork (to be sh wn after the war
in a documentalY on CFLCC' "\1 ar Room") and
was analyzed and chewed over among the men
and women at Doha for a few days. One German
artillery officer, attached to C/]TF-CM, claimed to
have learned from a good ource that the Iraqi mis­
siles fired at Kuwait had not b en fired by a fire di­
rection center; instead, the Iraqi were using a form
of dead reckoning, calculating the distance and di­
rection to a well-known taraet like Doha, and sim­
ply cranking in tl1e right numb 1\. If so, they had
done an excellent job. The computer at me Patriot
missile battery showed mat tl1e trajectOIy of the
missile, probably an "Ababil" missile, was such mat
it would have struck tl1e command c nter it elf or
me building next door, which could have Wiped
out the CFLCC command group. That was not quite
the end of it. In this war, neim I' CFLCC nor any
otl1er headquarters, especially in the rear was a
place where anyone showed much emotion of any
kind. Maybe it was all th technology mat made
emotion seem out of place. Mo t soldiers and
Marines were bone-tired, stretched close to their
linUts by impossibly long and stre sful days. On me
staffs, some never forgot that what mey did, or did
not do could mean life or death for omeone a few
hundred miles away and pu hed themselves even
harder. But few ever eemed particularly happy or
sad, except for me time when a few days later, dur­
ing another battle update assessment, tl1e officers in
tl1e command center offered the Patriot "nussileers"
a spontaneous round of applause.*
*MajGen Robert R. Blackman intvW, 31May03 (MCHC, Quan­
tico, VA); Reynold , Journal, entries for 27Mar-8Apr03; Cr
Presents, "Inside the War Room" (Atlanta, GA: Cl DVD, 2003);
Maj Robert K. Casey intvW, 27Apr03 (MCHC, Quantico, VA);
Fontenot, er al., On Point, p. 98; Franks, American Soldier, pp.
506-507.

--- Page 25 ---
face of]...theunconventional threat along the
MSRs [main supply routesl.272
The bottom line is that despite some serious chal-
lenges, the Marines of the group and the logistics
command consistently managed to keep supply
ahead of demand on the battlefield and thereby en-
abled operational success.
That helps to explain why, for many Marines,
what happened next was as unexpected as many of
the other challenges in this campaign, CFLCC ordered
a halt in the march toward Baghdad. According to
the I MEF situation report for 27 March, it received a
CFLCC order to halt the attack north and focus on se-
curing its lines of communication. The force in turn
passed the order to division. General Mattis "did not
want the pause. Nothing was holding us up." More-
over, he believed that his troops, especially 5th
Marines in Hantush, were in an exposed position,
and he did not want to leave them in what amounted
to a holding pattern. As a result, he felt constrained
to give "one of the toughest orders [hel ...everhad
to give to an assault battalion that had taken ground
[andl lost men doing it." He told them to withdraw
to a more defensible position, which they did despite
their infantryman's "So, now what do they want us to
do?" reaction to an order that didn't make sense to
them. 273
Underlying the order were CFLCC concerns about
resupply, which had apparently percolated up from
V Corps; during the sandstorm, some Army units had
nearly exhausted their supplies. The obvious corol-
lary was now, with the Fedayeen threat, who would
protect the force's ever-longer supply lines—the
long, dusty, slow-moving convoys from Kuwait to the
front lines? There may be some validity to the argu-
ment that this thinking had its roots in the various
prewar discussions about a lengthy "operational
pause" between the opening phase of the war and
the fight for Baghdad in order to build up supplies
and reinforcements. After the war, some Marine op-
erators talked about a link between the prewar dis-
cussions and the wartime pause.274 While I MEF
consistently opposed a lengthy operational pause
and division opposed any kind of a pause, General
Conway opted for the middle ground: a brief pause
for I MEF to catch its breath, not to mention staying
in synch with the Army corps on his flank, which
Arelated issue was that Mattis wanted theIraqisto continueto
think he intended to come at Baghdad from Route 1. If they fo-
cused on Hantush, they might realize he was planning a lateral
move before threatening the capital from the east.
Toward the Enemy Center of Gravity83
DVIC DM-SD-04-06145
Cpl Alvin Hicks of Marine Wing Support Squadron 373's bulk fuel section refuels an AH-1 W Cobra helicopter
gunship from the 3d Marine Aircraft Wing's forward refueling point onJalibah Air Base, Iraq.


--- Page 26 ---
84Basrah, Baghdad and Beyond
DVIC DM-SD-05-04645
An aerial view of the base camp Task Force Tarawa established near An Nasiriyah in preparation Jbr the at-
tack toward the Iraqi capitalfollowing the pause.
was, after all, still the main effort. On 25 March, for
example, he had discussed the situation with his staff,
saying that the enemy attacks "will effect... our CSS
convoys. These huge long supply lines are a prob-
lem.... Reararea security continues to increase in
importance.... Youmight need to look at pulling
combat power in order to secure the key areas.275*
One of the threshold issues was just how long the
pause would last, and what effect it would have on
the plan. On 28 March, General McKiernan flew from
his headquarters in Kuwait to Jalibah, because he
wanted to meet face-to-face with his two corps com-
manders, Generals Conway and Wallace, to discuss
the situation and its implications for the upcoming
attack on Baghdad, the next phase of the war. For
General McKiernan, two enemy centers of gravity
were now Baghdad and the Iraqi paramilitary forces,
which could impede further progress to the north.
Accounts of the conference vary somewhat, but
*The Marine general speaking Out against the pause was Gen Mat-
tis. Gen Conway also discussed the issue during an interview for
the History Channel series on the Iraq War (released in 2003), say-
ing he had welcomed the opportunity to do some consolidating
and resupplying. The Washington Post reported a video telecon-
ference on 25 March among Gens McKiernan, Wallace, and Con-
way,with McKiernan solicitingrecommendations, Wallace
expressing concerns, and Conway wanting to continue on to
Baghdad. There is a lengthy discussion of the "pause" in West
and Smith, March up, which conveys a picture of hard-charging
Marines being held back because the Army was worried about its
supply lines.(Rick Atkinson, Peter Baker, and Thomas E. Ricks,
"Confused Start, Decisive End," The Washington Post, 13Apr03, p.
A-i; Bing West and MajGen Ray L. Smith, The March Up [New
York, NY: Putnam, 20031, pp. 73, 84)
there is general agreement that both commanders
talked about the threats they wanted to address be-
fore moving closer to Baghdad.276 Wallace said he
needed time to position his corps. Conway men-
tioned what sounded like tasks he wanted to ac-
complish before the attack on Baghdad: I MEF was
committed to "a systematic reduction of the had guys
in An Nasiriyah," a reference to the ongoing fight for
that city to secure I MEF's rear; the British division
needed to execute some "pinpoint armor strikes,"
that is, raids into Basrah. Referring to RCT 1, he com-
mented that "Joe Dowdy was in a 270-degree fight"
on Highway 7 as his command made its way north
through the heart of the country, occasionally en-
countering stiff resistance. General Conway later re-
membered making thecaseforapauseof
approximately three days.
The upshot of the conference was a relatively
open-ended decision by McKiernan for both I MEF
and V Corps to "take time to clean up ...beforewe
commit. ..tothe Baghdad fight, because once we
commit to the Baghdad fight, we cannot stop."277
There would be a pause, a chance for securing the
rear areas and for supplies to catch up, which, if all
went well, would be relatively short, no more than
"several days." It would not be a lengthy operational
pause to wait for heavy reinforcements, and it would
not keep CFLCC from the main event. When he
spoke to his staff later on the same day, General Con-
way downplayed the pause and stressed that the
focus remained on Baghdad.278
As the operational pause began, I MEF shifted its


--- Page 27 ---
uer of Gravity 85
Photo courtesy of CFLCC
LtGenJames T Conway, left, and MajGen James N. Mattis discuss preparations for the final phase of the war.
The capture ofBaghdad would not mean an end to hostilities but a shift to a post-war phase.
focus somewhat, attacking pockets of resistance in
its area of operations while keeping its eye on the
ultimate goal. Fragmentary Order 040-03 outlined the
missions of defeating "paramilitary forces in zone [in
order tol protect MEF lines of communication and set
conditions for continued attacks north to defeat the
Baghdad and AI Nida [Republican Guard] divi­
sions. "279 General Conway and his staff seem to have
made it a point even to avoid the word "pause"; they
preferred to talk about "throwing elbows" in a dif­
ferent direction. When on Saturday, 29 March, the
general qUipped, "Enjoy your Saturday night, kick
back and relax, and we will tell you when the war
starts back up again," he did not intend for anyone to
take him seriously280 Nor did he want anyone to
think I MEF had shifted to conducting counter guer­
rilla operations. In his view, I MEF was simply "re­
cocking" for the next phase: attacking pockets of
enemy resistance, shoring up logistics bases, bUilding
air bases, giving the 3d Marine Aircraft Wing time to
conduct the "shaping" operations that had not been
possible earlier. As General Conway remarked on 30
The Battle of the Icons
T
he 3d Marine Aircraft Wing's "kinetic" and
"non-kinetic" effects, shorthand for bombs and
leaflets, on the Iraqi 10th Armored Division were
so powerful that it was soon little more than an
icon on U.S. computer screens. I Marine Expedi­
tionary Force had monitored the situation and was
satisfied that the 10th was no longer a threat, but
the icons worried higher headquarters, perhaps
even someone at the Pentagon, and the order
eventually came down from CFLCC for I MEF to
"neutralize" that division. And so, in early April,
General Conway directed General atonski to ei­
ther capture or destroy its remnants. Task Force
Tarawa put together a smaller task force from 1st
Battalion, 2d Marines, and the 24th MEU (SOC),
which advanced some 300 kilometers across Iraq in
short order, no small feat in itself, and, though pre­
pared for heavy fighting, found nothing but cheer­
ing crowds when they drove into the flat, dusty
town of AI Amarah on the Tigris. The attack
spanned 8-10 April.'
'Col Jeffrey Acosta, "OIF Field History Journal," 2003, entry for
20May03 (MCHC, Quantico, VA); 2d MEB ComdC, Jan-Jun03
(GRC, QuantiCO, VA); Michael Wilson, "Two Marine Battalions
Turn to Confront the Remnants of a Lurking Iraqi Division," The
New York Times, 8Apr03, p. B-8.

--- Page 28 ---
86Basrah, Baghdad and Beyond
May, "while we were stationary [on the ground], we
were in fact attacking with our air," putting out 300
to 320 sorties per day on the enemy.28' The Bagh-
dad Division, arrayed around Al Kut, received con-
stant pressure from the wing, as did the 10th
Armored Division to the south in the vicinity of Al
Amarah. Both were ultimately degraded virtually to
the point of ineffectiveness by the air attacks.
The 1st Marine Division did not hide its impa-
tience to move on toward Baghdad. Again and again,
in its formal and informal communications, it spread
the message that it was "anxious to resume the at-
tack...[because]the best way to secure our locs
[lines of communication] is to rapidly move n[orthl to
collapsetheregime."282 General Mattis himself
penned the comment on 29 March that he was "con-
vinced that the enemy situation is such that we could
cross the Tigris and destroy the Baghdad Division
without interference from the 10th Armored Division
within the next 72 hours."283 General Conway was
only slightly less forward-leaning, reporting on 30
March that "the conditions for attacking north are
rapidly being set and should be in place within 2-3
days." It was his view that I MEF had nearly all the
supplies it needed to move forward, and he was
hearing that after the continuous air attacks, the
enemy simply was not there in large numbers.284
On 30 March, General Mattis flew to Jalibah to
meet with General Conway and outline his plan for
getting things moving again. General Mattis found
that he was preaching to the choir, I MEF planners
being just as eager as he was. General Conway
In the forward command post afew miles south ofAd
Diwaniyah, MajGen James N. Mattis, left, meets with
the commanding general of the 3d Marine Aircraft
Wing, MajGen James F Amos, to discuss air support
for the upcoming offensive.
Photo courtesy of col charles J. Quilter II
agreed that the security situation would allow the di-
vision to proceed with its plan for a limited objective
attack across the Tigris to isolate Al Kut, which in
turn would open up a number of further options for
both the 1st Marine Division and I MEF. This was true
even though Conway believed that Saddam would
order an attack by weapons of mass destruction once
the Marines reached Al Kut. Chemical warfare "attack
likely when attacks on Baghdad resume" were the
words of I MEF's situation report for 28 March. "Trig-
ger depends on U.S. success against...forces[in
the vicinity of] Al Kut."285
The I MEF plans were not just about the 1st Ma-
rine Division. Task Force Tarawa's status was espe-
cially important, since once An Nasiriyah was secure
the task force was to "expand its battle space to the
north" along Routes 1 and 7 to guard the division's
rear as it moved farther north. Between 1 and 6 April,
Tarawa focused RCT 2 on this task while continuing
its increasingly successful "three block war" in An
Nasiriyah—that is, the mix of combat patrols and civil
affairs work that was required after the major battles
had been fought. Task Force Tarawa had been aug-
mented by 15th MEU (SOC) and 2d Battalion, 25th
Marines, which assumed joint responsibility for An
Nasiriyah, freeing RCT 2 to operate to the north.286
During the preparations for the final phase of the
war, the 1st Marine Division and the 3d Marine Air-
craft Wing continued to place a premium on face-to-
face meetings. The meeting between Generals Amos
and Mattis on 31 March is representative. On that
morning, General Amos, the former fighter pilot, flew
himself and a few members of his staff in a CH-46E
Sea Knight helicopter from Kuwait to the division's
forward command post alongside Highway 1, a few
miles south of Ad Diwaniyah in the center of south-
ern Iraq. Even though the visibility was still poor, and
the desert below largely featureless for long stretches,
the general flew at about 100 feet on account of the
surface-to-air missile threat. It was an exhausting six-
hour round trip.
General Mattis met the helicopter when it landed
and walked his guests to the command post, which
was little more than a few tents and camouflage net-
ting. He began by praising the wing for its support,
especially for flying unmanned aerial reconnaissance
vehicles for the division. This was like having a small
television camera in the sky to scout the terrain iust
ahead, which, together with the high-flying Navy P-
3 Orions that General Mattis had arranged for, deliv-
ered an excellent picture of the battlefield. The
generals then discussed the upcoming offensive, with
General Mattis describing his plan and asking for


--- Page 29 ---
Toward the Enemy Center of Gravity87
Photo courtesy of CFLCC
A burning Iraqi T55 tank, destroyed by the 3d Battalion, 4th Marines, sits along Highway 27 north ofAn Nu-
maniyah, the site of an enemy military compound.
more support from the wing. Two issues stood out:
one was bridging the canals and rivers that stood be-
tween the division and Baghdad; the other was re-
supply.Since the1stService Support Group's
convoys had to drive literally hundreds of miles to
reach the front, the obvious alternative was for the
wing to airlift supplies when shortages loomed.
After two hours of talks, General Amos and his
staff flew up to Hantush to personally evaluate the
suitability of a field-expedient "highway airstrip" for
Marine cargo planes. General Mattis, who was im-
mensely grateful for the wing's support and his good
relationship with General Amos, quipped later that
General Amos showed "more bravery than good
judgment" when he flew himself on to Hantush. They
"approached by circling over a large date palm grove
[which later turned out to have contained enemy
fightersl...andlanded on the superhighway which
was lined with [the] vehicles of the 5th Marines," who
had moved back into the area a few hours earlier.
Amos found the 8,000-foot runway suitable for his
pilots even though it was little more than a four-lane
highway from which the Marines had recently re-
moved the centerline traffic dividers.287 That night,
flights of heavily loaded KC-130s Hercules aircraft
landed at Hantush using night-vision goggles. The di-
vision later described Hantush as a "critical logistics
hub" for the final push north. Finally, before return-
ing to his headquarters in Kuwait, General Amos
stopped briefly at I MEF's forward command post in
Jalibah to touch base with General Conway.288
Writing about the meeting, one of the officers in
General Amos's party, field historian Colonel Charles
J. Quilter II, observed how much things had changed
since Desert Storm, especially in terms of communi-
cations between the actuals: "There was the twice
daily... videoteleconference. They also talked on
the phone a lot. That really struck me. Compared to
Desert Storm. ..theytalked far more than their pred-
ecessors [in that conflict]....[Theyloften talked late
[into the night] about...thelatest developments
and what kind of air support the division would need
the next day....Theywere called the 'Talking Jims'
by their staffs."289
The expeditionary force resumed the offensive to
the north on 1 April. With RCT 7 following in trace,
RCT 5 advanced northeast along Route 27, seizing a
bridge over the Saddam Canal, a continuation of the
north-south waterway the Marines had encountered
near An Nasiriyah. The next day, RCT 5 seized two
crossings over the Tigris, putting it astride a major
route that ran between Baghdad and the city of Al
Kut, where the British had suffered a disastrous de-
feat against the Turks in 1916 during World War I.
This enabled the division to complete the destruc-
tion, in the vicinity of Al Kut, of the Baghdad Divi-
sion, which RCT 1 had fixed in place by advancing
from the south, thereby putting it at the mercy of RCT
7 advancing from the northwest. The division history
records 3 April as the day RCT 7 destroyed the enemy
division's two western brigades.290
General Mattis made a point of keeping his troops


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88Basrah, Baghdad and Beyond
from actually going into the city of Al Kut; he did not
want to become bogged down in urban combat, and
he did not want to assume the responsibility for gov-
erning the city, which he could incur under the "Law
of War" if he entered the city limits. When he was
content that the enemy was surrounded, largely com-
bat ineffective and unlikely to attack, he left Al Kut to
its own devices, posting a recon battalion outside the
town to make sure the Iraqi commander did not "get
brave."291 The division was now free to turn its at-
tention to Baghdad.
It was in the wake of this attack that General Mat-
tis, in a move that attracted considerable attention
and stirred some controversy, relieved Colonel
Dowdy as the commanding officer of 1st Marines and
replaced him with his operations officer, Colonel
John A. Toolan. (Generals Conway and Mattis dis-
cussed the relief before it occurred.) Colonel Dowdy,
a well-respected Marine who placed a premium on
the well-being of his Marines, apparently fell victim
to the general's overriding quest for speed. The divi-
sion spokesman said, simply, "It was a decision
based on operating tempo." On 4 April, in a tent at
the division's command post, there was a difficult
meeting between General Mattis and his assistant di-
vision commander, Brigadier General Kelly, on the
one hand, and Colonel Dowdy on the other. Dowdy
stood on the record of his Marines, who had been
fighting their way up-country and getting the job
done, perhaps not as quickly as Mattis and Kelly
wanted. According to Dowdy's account of the meet-
ing, Mattis told the colonel he was being relieved and
asked him to empty his sidearm and turn over his
ammunition, which Dowdy said would not be nec-
essary. Before long, Dowdy was on a helicopter to
Kuwait. A considerate man not given to undermining
his brother officers, Colonel Toolan had not known
what was coming but obeyed the order to replace
Dowdy. When he arrived at the regiment, he let it be
known that he would carry on where his predeces-
sor had left off, that the regiment was bigger than
any one man. Colonel Dowdy could not have agreed
more, posting a message on an internet website say-
ing he remained loyal to the division and its leaders.
He spent the rest of the war serving as an aerial ob-
server in one of the P-3s flying over the battlefield.292

--- Page 31 ---
Chapter 7
Baghdad:Going Down Fast, Going Down Final
The mantra had always been, Baghdad is the
enemy's center of gravity; the purpose of the cam-
paign is to remove the regime, the means to that end
is capturing Baghdad. It was where Saddam's power
resided, both symbolically and otherwise. CentCom
and its subordinates were consistent in their as-
sumption that Saddam had to defend the capital.
While he had stationed relatively weak regular army
divisions in the south, Saddam had kept his best
forces around Baghdad, the Republican Guard and
the Special Republican Guard. The thinking was still
that the Iraqis would set up concentric rings of de-
fense around Baghdad. Coalition Forces Land Com-
ponent Command (CFLCC) maps showed a ring
around Baghdad and an area labeled the "Red Zone."
The deeper the U.S. forces penetrated into the Red
Zone, which took in Al Kut in the east and Karbala
in the west, the tougher the fight would become.
Supported by fanatic militiamen, retreating Iraqi
forces would make their last stand in and around the
capital.5 The Red Zone also was where Saddam Hus-
sein was most likely to order the use of weapons of
mass destruction, especially if the fight went badly
for him and he had little or nothing left to lose by
way of international support. He would, presumably,
prefer to stop the Coalition with the weapons out-
side his capital. But with Saddam Hussein, who could
be sure what the plan was?
Since Baghdad was the one city that CFLCC could
not bypass, the question, as early as the summer of
2002, was how best to attack it and turn the night-
mares, if not into pleasant dreams, at least into toler-
able slices of reality. The V Corps and CFLCC
planners, including Colonel Kevin Benson, the plans
officer who had solid relations with I MEF planners,
5There might even be scenes like that portrayed in the movie
Blaclthawk Down, about U.S. soldiers mired in a fight in 1993 in
downtown Mogadishu, where U.S. technology was hard put to
overcome paramilitary fighters in a warren of alleyways and ru-
ined buildings. It was the kind of place where helicopters became
vulnerable to rocket-propelled grenades fired by young men and
little boys, and elite troops lost their way and their lives. The vivid
images from that movie, based on the gripping and carefully re-
searched book by journalist Mark Bowden, were familiar to virtu-
ally every American soldier and Marine in the Iraq War. Those
images were the stuff of nightmares for planners and command-
ers.
took the approach described as "systems-based plan-
ning," which had grown Out of the work of some
very good military theorists at the Army's School of
Advanced Military Studies, the Marine Corps Univer-
sity, and the Warfighting Laboratory at Marine Corps
Combat Development Command in Quantico. Soon
these theorists engaged I MEF planners, who made a
contribution of their own, and learned an approach
that the Marines could adapt to fit their plans. The
idea was to think of a city as a system or, better yet,
as a system of systems. On the one hand were the
systems used by the regime to control the city, the
other kind of "power points" such as the police and
the military or the government-run media, not to
mention symbols of power such as palaces. On the
other hand were the systems that made the city run—
water, electricity, and transportation. There was of
course some overlap between the two categories. An
airport, for example, could fit into two or three cate-
gories. By analyzing a city, planners could map the
relationships between systems and identify the "key
nodes." These could be attacked with precision-
guided weapons from the air or with raids on the
ground. Then there would be no need for costly
house-to-house, block-to-block fighting, let alone the
wholesale destruction of the infrastructure, which the
Coalition wanted topreserveforthe postwar
phase 293
Toturn theory into practice, conferences and sem-
inars on urban warfare were held in late 2002, like
the ones at CFLCC in Kuwait in December.294 The
Army, and CFLCC, came to favor a concept of oper-
ations with two basic steps. The first was encircling
and isolating Baghdad. This would prevent rein-
forcements from entering the city and keep promi-
nent members of the regime, especially Saddam
Hussein and his sons, from escaping. The second
step was to establish bases outside the city limits and
then conduct "in and out" armored raids to attrite the
enemy. Supported by attack helicopters, with fixed-
wing support on station nearby, the raiders would
identify points of resistance, hit them "hard and
quick," then get out or simply advance along a par-
ticular axis and destroy whatever opposition pre-
sented itself.In December 2002 General David
McKiernan summed up the plan as one to "isolate

--- Page 32 ---
90Basrah, Baghdad and Beyond
Photo courtesy of Defend America
LtGen James T. Conway, left, Col Steven A. Hummer, center, the 7th Marines' commanding officer and Col Larry
K. Brown, operations officer for IMarine Expeditionary Force, meet to discuss the Baghdad offensive.
Baghdad, establish an outer cordon which controls
movement in and out of the city, and then a series of
forward operating bases... to...attack...specific
targets in the city [and return to base,]... or[to] seize
and secure specific targets." The process, which
could be lengthy, would continue until the enemy
was too weak to oppose an occupation.295*
The CFLCC plan made sense for a force made up
of mechanized infantry; the 3d Infantry Division, for
example, had many tactical vehicles at its disposal,
but surprisingly few "dismounts"—1,200 to 1,600—
infantrymen who were trained to fight on foot. Bagh-
dad was an open city in the sense of having broad
boulevards leading in and out of town that were not
too bad for armor. This made for an exception to the
Army's doctrinal reluctance to use heavy armor in
urban areas. The Army had tried the concept on a
limited scale in the city of Najaf on the way to Bagh-
dad, and the results were not inconsistent with the
British example in Basrah. From their base at the air-
*Rick Atkinson in his book, In the Company of Soldiers, notes that
this was a departure from the Army's reluctance to commit armor
to an urban area and he also notes Gen Wallace's preference for
staying out of the cities and defeating the Iraqi Army and the
regime on other ground. This was obviously a minority opinion.
Some Army planners believed the in-and-out raids could take
weeks. (Atkinson, In the Company of Soldiers, pp. 185-186, 218,
287-288)
port outside the city, the UK division was staging
carefully planned raids against specific targets. Intel-
ligence collection on the streets of Basrah drove
some of the targeting, a modus operandi that the
British had learned the hard way in Northern Ireland
over the preceding thirty years. Compared to the
Americans, the British tended to use less armor and
more infantry, and to drop off snipers and spotters
when the main body withdrew. By early April, they
appeared to be enjoying a modicum of success.296
Their success was contrasted with perceptions of Ma-
rine problems in An Nasiriyah. The comparison was
not apt, as the goals of the two operations were dif-
ferent. The Marines needed to go into An Nasiriyah
to get to the other side of the river in a hurry, while
the British goal was to secure Basrah when the time
was right. But at least for some, the perception was
there. Planners at various Army, Marine, and joint
headquarters were aware of what was happening in
Basrah, and while it is impossible to pinpoint an in-
stance when anyone copied a particular British tac-
tic, the British approach seemed to confirm some of
what the planners had been saying about urban tac-
tics.297
The 1st Marine Division concept was different
both from the CFLCC/Army concept and from the
British concept, not surprisingly, since it was a more
traditional infantry division, with some 6,000 rifle-


--- Page 33 ---
Baghdad91
men. As early as 1999, the Corps' Warfighting Labo-
ratory had used division forces to run the "Urban
Warrior Advanced Warfighting Experiment," explor-
ing some of the problems Marines would face in
cities in the 21st century. In California, in December
2002, division had conducted its own seminars and
training on urban warfare, spending three days talk-
ing about how it would fight in Baghdad. Among the
attendees were representatives of the Warfighting
Laboratory, Marine Aviation Weapons and Tactics
Squadron (the Marine equivalent of the legendary
Navy's "Top Gun" School), I MEF, and the 3d Marine
Aircraft Wing. The seminar was followed by an
"Urban Combined Arms Exercise" at the abandoned
airbase at Victorville. The exercise ran two battalions
through the kinds of challenges they might face in


--- Page 34 ---
ful piece of real estate.
Baghdad, including "militias competing for power on
the streets, the breakdown of civilian authority, un-
ruly crowds at food distribution centers, car bombs,
and snipers hiding in crowds."298 The upshot was that
division did not like the idea of seizing objectives,
giving them up, and then having to seize them again
later. "Withdrawals from portions of the city after
seizing raid objectives would embolden the enemy
and lessen the 'dominating effect' the division wanted
to portray to the enemy and to the international
media." Moreover, "identifying important targets by
raiding and then abandoning them would give the
Iraqi fighters the opportunity to reoccupy, mine,
booby trap, or preplan fires."299 In a postwar inter-
view, General James Mattis said: "We were not eager
to set up. ..basesaround the... cityand raid into
it and back out at any point."300
The division staff followed its commander's think-
ing about raids. First Mattis directed his intelligence
officers to prepare a list of target packages, worthy
objectives in the eastern half of the city, which
ranged from military installations to media centers to
government offices that could be raided or seized
and held. The list kept on growing. As the list grew,
it seemed to make less and less sense to think of the
operation in terms of "in-and-out" raids. Why seize
one site and then give it up only to return the next
day to seize a nearby site? Ultimately, the division
began to consider breaking the city into zones and
assigning them to the maneuver regiments, and even
This was not only division policy, but it was also the conviction
of at least one regimental commander, Col Steven Hummer of 7th
Marines, who did not want to withdraw from hard-won gains. (Col
Steven A. Hummer intvw, 13Feb04 IMCHC, Quantico, VA])
to its artillery regiment, 11th Marines.301
What the division or I MEF thought about how to
run the urban fight did not matter as much as what
two other commands thought about the city. After
all, CFLCC had long since "assigned" Baghdad to the
Army's V Corps to avoid the problems that came with
having two corps-level commands responsible for the
same objective.302 In late 2002 it seemed that V Corps
would be able to split the city between the 3d and
4th Mechanized Infantry Divisions while the Marines
helped to maintain the cordon around it. But then
after the Turks refused to allow the 4th to pass
through their country into Iraq, CFLCC had consid-
ered using Marine units in place of that division. One
proposal was to put one or more Marine regimental
combat teams under V Corps' tactical control. A ver-
sion of this proposal surfaced in a CFLCC draft of the
order for Baghdad as late as 25 March. This did not
sit well with Marine planners, who argued that a Ma-
rine regiment did not have the kind of robust com-
munications suite needed to communicate with a
corps-level headquarters, and that the best way to
employ Marines was as a Marine air-ground task
force. Even without a boundary shift, that is, even if
Baghdad proper were the province of the Army, and
the Marines stayed outside the city limits, an intact
air-ground task force could support V Corps more ef-
fectively, especially if given some latitude to control
its own operations. "How to fight the MAGTF" was
one lesson that seemed to be on the curriculum every
semester.303
General McKiernan gave fair consideration to
General James Conway's arguments but did not come
to a final decision about Baghdad before G-I)ay.
92Basrah, Baghdad and Beyond
Photo courtesy of CFLCC
The air traffic tower of Saddam InternationalAüport, soon to be renamed Baghdad International, looms over
the terminal. The Coalition placed considerable emphasis on seizing the ai1port both as a symbol and a use-


--- Page 35 ---
Baghdad93
McKiernan had approved a branch plan to bring
forces into Baghdad from both I MEF and V Corps if
it made sense to do so.304 Earlier, he had said, "[hf
there is a decision. ..aboutintroducing I MEF forces
into Baghdad ...Iwill establish the boundary
[which] would logically be...theTigris." The as-
sumption was clearly that I MEF would come from
the east and V Corps from the west.305 In the words
of Marine planners, even after "the battle [for Iraq]
began, the issue continued to evolve, and, as the
Coalition neared Baghdad, the decision was made to
[ap] portion the city along the Tigris River," assigning
the eastern half of the city to the Marines.306
It appears that General McKiernan made that de-
cision in early April when the "Baghdad fight" was fi-
nally taking shape, and he was ready to predict that
the regime was "going doing fast, going down final."
By 3 April, his staff had issued CFLCC Fragmentary
Order 124, which delineated the boundary between I
MEF and V Corps. This would, McKiernan empha-
sized, be a "coordinated two-direction attack with I
MEF attacking to seize [an intermediate objective].
andthen beginning to work into Baghdad from the
southeast. "307
Was it a last-minute decision, one that had to be
made earlier than expected? The watchword for the
campaign had always been speed. Few had thought
that CFLCC troops would be on the outskirts of Bagh-
dad in early April. Even a forward-leaning officer like
General James Amos thought it would take some 55
days just to get to Baghdad.308 Did the quick tempo
outstrip prewar plans or, more precisely, the plan-
ning process? This was an issue that General McK-
iernan had been thinking about for months. He had
a base plan, one with branches, designed to allow
him the flexibility to change circumstances that no
one could predict in advance. In that sense, every-
thing was going according to plan.