“We came to Iraq to rebuild the country, not to destroy it,” said LtCol Willard Buhl, CO of Third Battalion, First Marine Regiment. But the “Thundering Third,” tore open a hornet’s nest when they attacked the insurgent stronghold of Fallujah, about 40 miles west of Baghdad, in November 2004. The fighting in Fallujah was the bloodiest Marines had seen since Hue City, Vietnam. It was urban warfare at its ugliest: block-to-block, house-to-house, room-to-room, with no quarter given by either side.

fall2.jpgFallujah was the first and last time that the insurgents in Iraq stood and fought to the death in large numbers. Perhaps 5,000 insurgents infiltrated into Fallujah at the height of the battle. With help from Third Battalion, 5th Marines and First Battalion, 8th Marines, 3/1 was allowed to finish what First Battalion, 5th Marines (the unit this reporter was embedded with during Operation Iraqi Freedom, started in April 2004), before higher headquarters pulled them back.

By the time 3/1 which relieved 1/5, pulled out of Fallujah and flew back to Camp Pendleton in the spring of 2005, sections of Fallujah lay in ruins, and the smell of bodies rotting in the rubble was so pungent, non-smokers began lighting up cigars to mask the smell of death.

“The Thundering Third” lost 10 Marines KIA (killed in action) and 150 WIA (wounded in action) during the five months leading up to the Battle of Fallujah the “Butcher’s Bill” was much higher when 3/1 was ordered to break the back of the insurgency in Fallujah and restore order in that city.

D-Day: Operation Phantom Fury
Buhl’s battalion moved into attack positions late in the day on Nov. 7, 2004. The initial objective was the train station, with India Company from the Iraqi National Guard and a CAP (Combined Action Platoon) of Marines spearheading the attack.

Resistance was light, enabling LtCol Buhl to bring up the regimental engineering platoon. Along with his combat engineers, they were able to create lanes for the 2nd Battalion, 7th Calvarly Regiment, a U.S. Army cavalry unit, to penetrate deep into the northern section of the city. The Marine engineers, with support from Army tanks, were able to clear IEDs and car bombs from routes the “Thundering Third” took into town.

Following in the tracks of the armored spearhead, Marines from 3/1 advanced into Fallujah without much resistance that first night. “We owned the night,” said Buhl, but it was a different story after sunup on Nov. 8, 2004. Resistance stiffened in Fallujah almost immediately after his battalion crossed the railroad tracks.  “At one point, we counted 22 122mm rockets impacting around my Jump Command Post which was tucked in behind Lima Company,” said Buhl as he elaborated on the battle.

For the first several days of the campaign, Buhl’s battalion faced snipers, some crew-served weapons, and rocket-propelled gre­nades from enemy forces in abandoned buildings, on rooftops and in alleys. Small groups of fighters, no larger than four-to eight-man squads, maneuvered loosely in the streets of Fallujah. A couple of times, overhead imagery from drone aircraft spotted platoon-sized groups on the move in Fallujah, but combined arms and air assets left gaping holes in their ranks. The 81mm mortar platoon in 3/1 fired more than 5,700 high-explosive rounds. Marine F/A-18 Hornets and AV-8B Harriers added to the din of battle by dropping hundreds of 500-pound bombs and 1,000-pound satellite-guided munitions on enemy positions.

Bashing the Enemy
Air Force AC-130 Spectre gunships, call sign, “BASHER” poured thousands of rounds of  20mm, 40mm and 105mm shells into targets after dark.

“We were never attacked by the enemy after dark throughout the entire campaign. We were able to run security patrols, consolidate gains during the day, rest and plan for the next morning’s attack, because of BASHER,” Buhl said.
“Just the sound of the engines (Spectre) overhead was a deterrent,” chuckled Buhl as he recalled the guidance he gave  to his FAC (forward air controller). “I told him I wanted 3/1 to be the most air centric battalion in the First Marine Division, and I think we more than met that goal with 276 air strikes,” added Buhl whose battalion expended more than one million rounds of ammunition during the ground campaign.

Marines with Gun 6, Battery M, 4th Battalion, 14th Marine Regiment, fired 1,742 rounds of high-explosive rounds from their M198 155mm Medium Towed Howitzer during the major push into Fallujah. The battery was a reserve unit stationed in Chattanooga, TN. All six howitzers in the battery fired illumination and white phosphorous projectiles as well as HE rounds.

Believed to be one of the highest number of shells fired by a single artillery battery since the Vietnam War, Battery M (Mike) fired a total of 3,557 artillery rounds while in Iraq. “We know we saved lives,” said Captain Mark A. Kiehl, executive officer of Battery M. The Army’s 120mm mortar platoon from 2/7, the “Ghost Battalion,” also fired in direct support of 3/1 when they weren’t needed by their parent unit.

“They were a great comfort to us in clearing the way,” said Buhl, “They delivered a tremendous amount of highly accurate indirect fire for us. We also had armored ambulances (M113s) at our disposal from a Seattle National Guard unit. They did a heck of a job getting our wounded to aid stations without being hit again.”

Fighting Smarter in Fallujah II
Insurgents in Fallujah were not stupid.They fought smarter than their comrades did six months earlier. They waited for Army M1A1 Abrams tanks and Bradley fighting vehicles to pass by before they pounced on Marine infantry following in trace.

“They elected in almost every case not to shoot at Abrams and Bradleys,” said Buhl, “but when they did, they got a belly full of 25mm from Bushmasters on the Bradleys and 120mm HE from the main guns on the Abrams.” Buhl literally bulldozed his way into Fallujah. In addition to attaching a platoon (4) of M1A1 tanks to each rifle company, he also used bulldozers to level buildings and houses used as bunkers by insurgents. Rockets in the Marine arsenal, SMAWs, TOWs, AT-4s and Javelins were used liberally to eliminate pockets of enemy resistance. When the target was too big, Marine aircraft pounded the positions into dust.

The battalion took more than 1,200 prisoners in Fallujah, but Buhl believes his Marines killed approximately 1,000 combatants, who for whatever reason, decided not to surrender over the 16 days of sustained combat we had in the city.

Close-Quarter Combat
Marines moving into Fallujah encountered a host of obstacles. After the first several days of being pounded relentlessly by Marine air and artillery, the insurgency went underground. They began fighting from bunkers in buildings, rarely venturing outside. Many of the buildings contained caches wired to explode when Marines entered. Two of Buhl’s marines were killed and two others critically wounded when the building they entered suddenly exploded. Insurgents trapped inside opted to commit suicide rather than surrender.

Fallujah was full of foreign fighters. Among the 1,000 or so bodies found on the streets and in the rubble, many carried documents from 16 nations in the Middle East. Fighters from Syria and Saudi Arabia outnumbered other mercenaries.

“We found documents and in many cases, ID cards, from nearly every country in the Persian Gulf, North Africa and other nations. Many of these people were issued false Iraqi ID. One of the insurgents we killed had five pieces of Turkish identification on his body and one piece of Iraqi identification. The picture on his Iraqi ID card was also on two pieces of Turkish ID. In his pocket he had a letter written in rudimentary German from a Moroccan man to his German wife and children. It was a farewell letter we believe the Turkish man was carrying on behalf of the Moroccan fighter,” said Buhl. The letter read, “If you receive this letter, I am no longer on this earth. I am with God in Heaven. Read the Quran, pray everyday, be good Muslims. If you have any questions contact my family in Morocco at these numbers…”

Through field interrogation, it was learned that some of the fighters in Fallujah had recently arrived in al Anbar Province and had received only a few days of basic training in how to fire a weapon. “They accounted for the majority of those who surrendered, but the rest fought to the death. In the latter days of Fallujah II, the ‘Thundering Third’ came face to face with insurgents who were willing to die. Our battalion lost 23 of America’s finest in Fallujah. We had approximately 250 wounded,” said Buhl with a sense of great loss in his voice. Casualties were more than twice that of Fallujah I. One Marine in 3/1 was wounded four times. He wanted to stay and fight, but Buhl sent the young Leatherneck home. “I told him he had done enough.”

The fighting in Fallujah reminded LtCol Buhl of his World War II friends who described the bunkers, caves and tombs they encountered on Saipan, Iwo Jima and Okinawa in the South Pacific. “Just like they did during WWII, we had to root out the enemy and kill them,” said Buhl, “because like the Japanese, they weren’t surrendering either. The psyops messages we broadcast were ignored. These people were determined to die, and surprisingly, they were very patient.” The last five days of the campaign were vicious, in-your-face kind of combat. Insurgents held their fire until Marines were virtually on top of them. One of them who was captured alive said he wanted to see his enemy face to face.

“I don’t know what was going on in their minds,” said Buhl, “but they wanted close quarter combat.”  When that happened, Buhl’s battalion backed off from a fortified position and brought combined-arms to bear. Tank rounds didn’t do much good in routing out insurgents. The tanks only punched holes in buildings. It took satchel charges, Marine air and bulldozers to bring the roof down.

“Amazingly, insurgents would still be alive in many of the structures that received five to 10 tank rounds,” said Buhl. Every Iraqi house and building in Fallujah had a very strong, concrete, reinforced floor and roof. Nothing short of a direct hit by a 500 or 1,000 pound bomb would cause the structure to collapse.

Going for the Jugular
Intelligence believed Joan, pronounced “JOH-ahn” was the center of gravity in Fallujah. It was home of the hardcore fighters, but Buhl believes they were actually located in the south side of the city in an area referred to as “Queens.”

Foreign fighters were assigned to that sector and told to fight to the death. That’s where 3/1 suffered its heaviest casualties.

During the fighting that raged in Queens, artillery batteries like the one from Chattanooga fired a lot of VT (variable-timed rounds) that could be set to explode at whatever height was desired. Marines in 3/1 called them, “Roof Sweeping Rounds.”

Buhl didn’t hesitate to level sections of Fallujah if it would save the lives of Marines. “If we felt someone who could hurt us was inside a house or building, we didn’t spare any ordnance to ensure that person was destroyed by indirect fire, and not by a Marine who had to crawl into the rubble, and be ambushed, ” said Buhl. Enemy snipers were a bigger problem during Fallujah II. They were better armed the second time around. “We found the latest Dragonov sniper rifles, top-of-the-line East Bloc weapons, including Beretta rifles, silenced Sterling submachine guns and even some WWII German Mausers,” said Buhl.

But well-equipped enemy snipers were no match for Buhl’s Scout Sniper Platoon. Corporal Billy Shepherdson was credited with 22 confirmed enemy kills in Fallujah, one fourth of the total number of kills by SSP. But Buhl was disappointed there were not more sniper kills.

“The enemy was careful not to expose himself. He stayed indoors during the latter stages of this battle,” said Buhl, who found himself in the crosshairs of an enemy sniper. “I got down behind a wall after the first shot hit the wall. Over the next few minutes I could feel vibrations as the sniper fired round after round into the wall, probing for where I was hiding,” said Buhl, who never did find out where the sniper was hiding.

Marines from 3/1 also captured tremendous amounts of enemy ordnance in Fallujah. “Tremendous with a capital T,” said Buhl, whose Marines found buildings full of high-explosives, rockets, mortar rounds, anti-tank and anti-personnel rocket-propelled grenades, launchers, satchel and shaped charges — almost every possible type of ammunition and explosives.

Fallujah was one big firecracker waiting to explode. Third Battalion, 5th Marine Regiment had Bruno (a special task force) working 20 hours a day, seven days a week, blowing up captured enemy ordnance.

One year after Operation Al Fajr, which is Arabic for “Dawn,” a new day dawned in Fallujah. The “City of Mosques” continues to rebuild today. During a recent deployment, Lance Corporal Anthony Hager, who fought in Fallujah with Weapons Company, 1st Battalion, 8th Marine Regiment, noticed that a mosque that had been heavily damaged during a firefight had been repaired when he returned in 2005.

More than 80% of the city now has running water. Electrical service is improving. Schools are open. Medical facilities are improving. The marketplace is teaming with vendors and Iraqi police now patrol neighborhoods once occupied by bands of foreign fighters. But the city still bears the scars of war. Almost every block sustained some damage.

President Bush spoke to the Council on Foreign Relations in December 2005 about rebuilding Iraq from the ground up: “Over the course of this war we have learned that winning a battle for Iraqi cities is only the first step. We also have to win the battle after the battle by helping Iraqis consolidate their gains and keep the terrorists from returning.”

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