Chapter 1

Fallujah: The Most Dangerous City in Iraq

“Fallujah was a festering sore in al Anbar Province.”

Colonel Gareth Brandl, USMC, November 20, 2007

Death to Americans

On the morning of March 31, 2004, three empty flatbed trucks snaked their way out of the heavily guarded north gate at Camp Fallujah. When Wesley Batalona reached the main road,¹ he turned left onto a modern, four-lane highway that stretched west toward the heart of the city. Soon Batalona saw freeway signs indicating a large intersection. A modern-day cloverleaf, much like you would find in America, lay directly ahead on the outskirts of the turbulent city. Batalona planned on meeting local Iraqi defense forces at the Cloverleaf. There, they would escort his handful of trucks through Fallujah. The tiny convoy drove under the overpass and rolled to a stop at the Marines’ newly inhabited TCP-1.²

Batalona and three other private security contractors traveled in two Mitsubishi SUVs. They had been given the thankless assignment of protecting the flatbeds as they moved to retrieve old kitchen equipment from a base west of Fallujah. Wesley Batalona, a former sergeant in the elite U.S. Army Rangers, was in charge of security. Jerry Zovko, a 38-year-old Croatian-American and fellow former Ranger, rode shotgun in the lead vehicle with Batalona. Scott Helvenston, an ex-Navy SEAL,³ drove the second SUV behind the three flatbeds, with Michael Teague, a Bronze Star recipient and veteran of the fighting in Panama, Afghanistan, and Grenada, riding as his gunner.

These four American Blackwater⁴ contractors provided the only protection for this low-priority mission. Batalona’s team was severely undermanned and under-armed. Before being relieved by the Marines, the U.S. Army would not enter the city with anything less than four heavily armored vehicles bristling with soldiers in full combat gear and weapons. Army and Marine forays into Fallujah were fraught with danger. More often than not the soldiers would withdraw under gunfire. Just a day earlier the Marines had fought a significant firefight in the city. Yet on this day the Iraqi escorts, traveling in two dilapidated pickup trucks, led the four lightly armed civilian security contractors and their ‘thin-skinned’ sport utility vehicles into the most dangerous city in Iraq. Trusting these Iraqis was like leaving the wolves to guard the sheep: their loyalties were, at best, questionable.

Batalona should have realized that he was approaching Hell the minute he entered the city. Unemployed military-aged men loitered on the garbage-strewn main thoroughfare. The deeper the convoy drove into the city, the worse things looked. Stares and frowns turned to jeers and hand gestures. As they snaked their way down the congested highway, traffic slowed to a crawl. The streets became eerily quiet. The Iraqi escorts slammed on their brakes, forcing Batalona to grind his vehicles to a stop.

The beleaguered convoy had driven almost two-thirds of the way through the city when all hell broke loose.⁵ Gunfire, directed at the rear vehicle, erupted from nearby buildings. Helvenston and Teague never had a chance to respond, as bullets ripped through their SUV. The first bursts of gunfire killed or mortally wounded them.

As soon as the shooting started, the two Iraqi escort vehicles sped away. Batalona made a quick U-turn and slammed his accelerator to the floor, but collided with an Iraqi civilian’s Toyota, his SUV skidding to a stop. Another group of armed men rushed the scene of the collision, spraying his vehicle with automatic weapons gunfire. Batalona and Zovko slumped over, dead in their seats. The shooting stopped as quickly as it had begun, and the attackers slipped away into the city.

Insurgents with video cameras rushed to the bloody scene to film the carnage—evidence of their latest victory over the infidel. Young boys, teenagers, and old men swarmed the convoy, pouring gasoline on the vehicles. Flames erupted and both SUVs were soon engulfed, with thick black smoke rising from the inferno. The smoke drew an even larger mob to the scene and triggered a macabre frenzy. The cameras were rolling as the fire subsided. Four charred American corpses were pulled from the smoldering ruins. The mob beat the bodies repeatedly with sticks and shoes, kicking, mutilating, and dragging them through the streets. Two of the Americans were hoisted up on Fallujah’s green steel footbridge and left to hang for the world to see. The celebrations continued until after dark.

Meanwhile, the Marines could only watch in horror the streaming video coming from their UAV.⁶ The Marine commanders made the heartbreaking decision to not deploy troops to the ambush site. They knew that the American contractors were already dead, and that further intervention would only lead to more bloodshed. Instead, they decided to let the riot burn itself out.

The Perpetual Problem

The war had never really ended in Fallujah, even though Saddam’s regime was quickly deposed in the spring of 2003. Subsequently the All Americans of the 82nd Airborne Division had been given the onerous mission of securing this restive town thirty miles west of Baghdad. Unfortunately, they never had enough combat power to clear the city of an increasing number of enemy fighters. On April 28, 2003, a protest within the city turned violent and fifteen Iraqis were killed, further inflaming the local population.

The increase in violence throughout the summer and fall of 2003 prompted the American commanders to withdraw their forces to a series of camps outside the city. Fallujah became a safe haven and rallying point for hardened Saddam supporters, former Ba’ath party leaders, Republican Guard members, Iraqi Army diehards and, finally, Islamic fundamentalists. “These were hardcore insurgents who wanted nothing more than to kill Americans,” explained a high ranking officer.⁷

The lightly armed paratroopers developed a “Fort Apache” mentality, only venturing into the city in heavily armed groups. They had not expected so much civilian discontent, but they quickly realized that the people were tied to centuries of local tribe and clan loyalties. Initially, the paratroopers were completely unprepared to deal with the people of Fallujah, but the soldiers worked hard to understand them and their history.

The Euphrates River cuts a swath through the Iraqi wasteland, bringing life-giving water to the Fertile Crescent. Vast barren plains lie to the north, east, and west of Fallujah. The city is an ancient crossroads and Euphrates River crossing connecting Saudi Arabia in the south with Syria and Turkey in the north. The river and roads are lifelines of trade. Fallujah has always been a hub of commerce, both legal and illegal. The main east-west road—Iraq’s oldest and most important commercial artery—is its link to the western world and today known as Highway 10, connecting Baghdad with Amman, Jordan.

Because of Fallujah’s location, control of the city has been contested since antiquity. In the 18th century B.C., Hammurabi expanded his Babylonian empire when he acquired the ancient city of Sippar.⁸ During the 1st century A.D., the Romans, Trojans, Arabs, and Persians fought at one time or another for control of what is now known as Fallujah.⁹ When the Mongols laid waste to Baghdad in 1258 A.D., Iraq’s economy fell into ruin. Iraq’s civilization lay dormant for centuries until the Iraqi people were conquered by the Ottomans in the 16th century. Control of the Fertile Crescent flipped back and forth between the Ottomans and the Persians for hundreds of years until the Turks reasserted their rule in the early 1800s.¹⁰

After the Ottoman Empire sided with the Germans in World War I, England fought a series of battles against the Turks along the Euphrates River valley. After the Allied victory in 1918, the British occupied what is now known as Iraq. In 1920 resistance to their occupation increased—and was uncannily similar to what America experienced in the months following the 2003 invasion. Fallujah, the divided city, was one of the flashpoints. The British learned quickly that reconciliation was the key to success in this ancient land. “Fallujah,” explained a regional expert, “had become the symbol of the resistance and had to become the symbol of the reconciliation process.”¹¹ Thus the British worked to woo the tribal and clan leaders, and Fallujah soon became a model for the nation. As a symbol of national pride, the British selected Fallujah as the site for the coronation of King Faisal, the new pro-British leader, on August 23, 1921.

Throughout the turbulent history of Anbar Province, daily life, business, and government have all revolved around its families, clans, and tribes. The province’s rugged people depend upon one another to survive in an austere environment. Their ancestors learned that the only way to endure through the blistering summers, whimsical shifts in the Euphrates River, and even more whimsical changes in government, was by helping each other. The people are close-knit, fiercely loyal, radically independent, and distrusting of outsiders. They have been ruled by the leaders of their clans and tribes for as long as can be remembered. In 2003, the most prominent tribal leader was Sheik Abdullah Al Janabi, the self-proclaimed leader of the city’s governing Shura Council. Janabi’s tribe was the most hostile to the Americans.

With the ever-shifting political climate, the tribes and clans have had little regard for the country’s artificial international boundaries. To the people of Anbar, smuggling is all in a day’s work, a necessity of commerce. As a result, Fallujah is peppered with trucking industry businesses. Flatbeds and long-haul trucks continually clog the main road. Truck stops, machine shops, and junkyards dominate the industrial area. If you need a tire changed, a chassis welded, a radiator soldered, or a new radio installed, Fallujahans stand ready to provide the service. Once the Americans arrived, the people of Fallujah had the talent, resources, and inclination to smuggle weapons and manufacture IEDs.¹²

Fallujah’s main thoroughfare teemed with BMWs, donkey carts, and long-haul trucks. The road was lined with a mixture of magnificent mansions, majestic mosques, multi-storied concrete buildings, and mud-brick shanties. Throughout the city there were many poor neighborhoods, some middle-class areas, and enclaves with luxurious homes. More large mansions and estates lined the banks of the Euphrates River.

Like most Iraqi cities, Fallujah was built of cinder blocks. Nearly every building was surrounded by a wall. Some walls had been meticulously constructed, the obvious work of a proud stonemason. But many had the look of the repetitive cycle of destruction, repair, more destruction, and hasty reassembly, thrown together in a helter-skelter fashion with blocks stacked upon blocks with little or no mortar, just waiting to be pushed over again. Most houses were small, two- or three-story buildings with concrete slab floors and thick roofs. Others were large, with landscaped courtyards, marble floors, and ornate furnishings.

Fallujah’s homes had been built to shelter their residents from the sweltering heat of the Iraqi summers. They also served to protect their residents from the continuous cycle of senseless violence. Concrete walls and roofs were sometimes three feet thick, with another three feet of dirt piled on the flat roofs. They were veritable bunkers. Most courtyard doors were made of sheet metal with two or three locks. Doors leading into homes were either metal or protected by a locked metal gate.

Because of this, Fallujah could not have been more attractive to the resistance. The population was distrusting of outsiders and naturally rebellious. Its workers provided the wherewithal to smuggle weapons, explosives, and foreign fighters. Its craftsmen provided the talent to build bombs, and every home was a mini-fortress.

As 2003 turned to 2004, the cancer inside Fallujah was growing. Most Fallujahans were unemployed. The insurgents launched attacks on nearby Baghdad to control commercial traffic. The city was home to gunrunners and smugglers. It seemed as if every storefront had a backroom full of weapons. Everyone knew who specialized in particular items: some sold machine guns, and others provided sophisticated night-vision devices. The local bazaars were crawling with merchants of death.

The Marines’ Initial Response

Within hours of the Blackwater ambush on the last day of March 2004, the Marines moved to cordon off the entire city. Inside, the enemy prepared for the inevitable assault. Major General James Mattis and Lieutenant General James Conway, however, recommended restraint. The Assistant Division Commander, Brigadier General John Kelly, sought to temper America’s response in the Division’s daily report:

As we review the actions in Fallujah yesterday, the murder of four private security personnel in the most brutal way, we are convinced that this act was spontaneous mob action. Under the wrong circumstances this could have taken place in any city in Iraq. We must avoid the temptation to strike out in retribution. In the only 10 days we have been here we have engaged the “good” and the bad in Fallujah everyday, and have casualties to show for our efforts. We must remember that the citizens and officials of Fallujah were already gathering up and delivering what was left of three victims before asked to do so, and continue in their efforts to collect up what they can of the dismembered remnants of the fourth.

We have a well thought out campaign plan that considers the Fallujah problem across its very complicated spectrum. This plan most certainly includes kinetic action, but going overly kinetic at this juncture plays into the hands of the opposition in exactly the way they assume we will. This is why they shoot and throw hand grenades out of crowds, to bait us into overreaction. The insurgents did not plan this crime, it dropped into their lap. We should not fall victim to their hopes for a vengeful response. To react to this provocation, as heinous as it is, will likely negate the efforts of the 82nd Airborne Division paid for in blood, and complicate our campaign plan, which we have not yet been given the opportunity to implement. Counterinsurgency forces have learned many times in the past that the desire to demonstrate force and resolve has long term and generally negative implications, and destabilize rather than stabilize the environment. ¹³

The Marine commanders did not want to further disenfranchise the people of Fallujah. They told their corps commander, U. S. Army Lieutenant General Ricardo Sanchez, that they could find the perpetrators of the ambush and bring them to justice within two weeks. Sanchez passed on the Marines’ recommendation. Secretary of Defense Donald Rumsfeld, however, was not impressed with the suggestion for a tempered response and ordered the Marines to attack. Conway and Mattis had delivered their recommendation as to how they thought they should respond, but when they received their orders, they—like any good Marines—unflinchingly obeyed them.

The Fight Begins: Operation Vigilant Resolve

On April 5, 2004, U.S. Marines charged into the city, destroying enemy positions and killing every enemy combatant who stood in their path. One of the Marines driving into Fallujah was Gunnery Sergeant Nicholas Popaditch. Angered by the heinous murders of the Blackwater contractors and the insurgents’ claims that Fallujah was the graveyard of Americans, “Gunny Pop” couldn’t wait to get into the fight. His tank platoon was one of only two armor platoons deployed around Fallujah. Popaditch’s First Platoon was attached to Lieutenant Colonel Gregg Olson’s Marines. With so few tanks, Captain Michael Skaggs, the 1st Tank Battalion’s Charlie Company Commander, was forced to split up his platoons. His Second Platoon, under First Lieutenant Troy Sayler, was assigned to Lieutenant Colonel Brennan Byrne’s 1st Battalion, 5th Marines. The Marine tanks would operate in sections of two tanks each, and would be sent out to support the infantry companies as they were needed.