Precious darkness slipped past as Lieutenant Colonel Rainey’s 2–7 cavalry troopers waited for nearly six hours for the engineers to open a passage. Exasperated by the delay, Rainey decided to send his tracked vehicles into the city even though the Marines had not finished clearing their breach lanes. He attacked into the breach at 0030 on November 9, with C/3–8 leading the way, followed by A/2–7.¹¹ Rainey’s troopers moved to secure HENRY and seize the enemy’s command-and-control point at Jolan Park.

Staff Sergeant Matthew Smith led the battalion through the breach with a tank-mounted plow. Staff Sergeant Anibal Reyes followed Smith with a roller attached to the front of his tank. Once across no-man’s-land, Smith rammed into the two-foot curb and dropped his plow. Reyes’ roller, however, would not drop. Hoping to jar the roller loose, he continued forward until he rammed the cemetery wall; still the roller wouldn’t budge. Reyes climbed out of his tank, jumped to the ground, and attacked the stubborn bolt with a sledge hammer. Tracers were flying over his head as he pounded on it metal. “Oh man,” he thought, “I’m gonna get shot any minute.”¹² Finally the bolt came loose and the roller fell with a heavy thud to the ground.

Smith and Reyes turned their tanks east on Route GOLDEN and raced toward HENRY. Their orders were to drive south into Fallujah and press down the city’s main artery. But Bodisch’s tanks had not destroyed all the Jersey and Hesco barriers at the intersection of HENRY and GOLDEN. Even after all the pounding they had received, the remaining obstructions looked to Reyes—passing by, in his buttoned-up tank in the dark of night—like a solid wall. So he missed the blockaded road and drove right past his turn. But Smith noticed the barricades, stopped, and radioed for Reyes to return.

While he waited, Smith opened fire on the remaining obstructions at point-blank range. His main gun rounds blew open a path wide enough for his tank to squeeze through. Reyes followed, snaking his tank through in an attempt to widen the breach. The enemy scattered like cockroaches discovered in a filthy kitchen. More than 100 AK-47s opened fire on Smith and Reyes. RPGs streaked through the darkness. The two tanks sprayed the area with machine gun fire, scaring off any insurgents they didn’t mow down.

Sergeant Smith radioed to Reyes, “What is your pucker factor now?” he asked.

“If I had a lump of coal up my ass,” Reyes replied, “it would be a diamond.”¹³

Even as the enemy insurgents scrambled to cover, a continuous hail of gunfire pelted the two lead tanks. The enemy was unleashing everything they had with the mistaken assumption that they could take on the tanks and win. The tankers responded with coax machine gun fire that spewed streams of steel into insurgent strongpoints. The tank’s main guns belched fireballs the size of a house, momentarily lighting the street as if it were daytime and shaking the ground as the supersonic projectiles shattered buildings and killed any insurgent in or close to their path.

Smith and Reyes were ordered to push forward to make room for the rest of Cougar’s tanks. Slowly the two M1s ground forward into the maelstrom. Both tank commanders waited nervously at BETH for the battalion’s tanks and Bradleys to fill in behind them. Lieutenant Colonel Rainey and Tim Karcher followed directly behind Cougar’s tanks in their Bradleys with the battalion’s command section.

Karcher was positioned fifty meters behind Rainey. Just as Rainey and Karcher turned down HENRY, shots rang out. Karcher’s gunner peppered the back of Rainey’s vehicle with 7.62 rounds. “What the hell are you doing?”¹⁴ Rainey radioed to Karcher.

Unbeknownst to Rainey, an enemy fighter had jumped out behind Rainey’s Bradley with an RPG on his shoulder. Karcher’s gunner spotted him and opened fire, cutting the insurgent down before he could level his weapon on Rainey’s vulnerable back ramp.

“I thought you wanted me to kill the enemy,” Karcher calmly replied.

Swarms of insurgents tried to maneuver around to get behind the tanks, only to find more tanks and Bradleys pushing into the city through the gap in the barricade. From their perspective, it must have seemed as though there was no end to the armored juggernaut.

Apache 2–7 followed Rainey and his tanks through the breach on HENRY and fanned out to the west. Any enemy fighters remaining at the HENRY/APRIL intersection must have been scared silly as they watched an entire mechanized battalion roll through their flimsy barricade: tank after tank, Bradley after Bradley, the Americans just kept pouring into the city. Some insurgents were foolish enough to stand and fight. Their RPG rounds bounced harmlessly off the tanks and their bullets bounced off the armor like rain on a tin roof.

Captain Chris Brooke’s Comanche Company was the last through the breach. C/2–7 moved in behind C/3–8 in its ten Bradley Fighting Vehicles. Brooke’s mission was to keep HENRY open behind Rainey’s armored attack.

Marines Lead from the Front

Colonel Shupp had been monitoring the progress of the attack from his perch atop the apartment complex. He had Dinauer clearing the Shark’s Fin in the west, the train station under attack from the north, and 3/5 attacking in the northwest. Now, Rainey was slamming into the city.

But 3/1 seemed to be having problems getting through the breach. Buhl was running the attack from his own CP and couldn’t update Shupp as to what was happening at the breach. A concerned Shupp sought out Major Bill Arnold, his security chief. “That’s it!” he told Arnold. “Take me to the breach. I gotta see what’s going on!”¹⁵

Major Bill Arnold, a high school history teacher, commanded a Marine reserve scout platoon from Amarillo, Texas. His platoon became the regimental scouts for 1st Marines, and Arnold personally led Shupp’s security detachment. They moved the colonel and a squad of scouts around in six HMMWVs, four armed with .50-caliber machine guns and MK-19 grenade launchers.

Shupp, accompanied by Major Arnold and his Personal Security Detachment (PSD), drove up and over to the site of the breach in the railroad tracks. They stopped a little to the north and jumped from their vehicles to walk down to see what was causing the congestion. “It was deuce dark,” remembered Shupp, who noted he could barely see five meters ahead in the blackness of the night.¹⁶ Shupp’s radio operator nearly got lost trying to keep up with the colonel. By the time Shupp reached the breach site Rainey had already moved into the city and a Marine D9 Bulldozer was working in the breach lane. The D9 driver was trying to make the breach lane perfect.

Lieutenant Colonel Dave Bellen and Gunner Charles Colleton started throwing rocks at the D9 cab. Once they got the driver’s attention they waved him out of the lane, screaming at the top of their lungs, “Get the hell out of the way.”¹⁷ Finally, 3/1 was able to start moving through, but one of the Marine HMMWVs blew a tire in the effort. While they were changing it, the truck fell off the jack, pinning a Marine. As others worked to extricate the trapped warrior and clear the accident, the entire battalion waited in the dark north of the breach point.

Now Shupp was starting to get concerned. There was no way he wanted Rainey’s tankers in the city without infantry support. Without infantry, the enemy could swarm the armored vehicles and hit them from all sides with RPGs and drop fire bombs and IEDs on the tanks from rooftops. Without infantry support they could take heavy casualties. He had to get his men moving.

Shupp knew that Rainey’s tanks had crossed the open field between the railroad tracks and the city with a plow and rollers. If he stayed in the tanks’ tracks, he would not have to worry about mines. Even so and just to be safe, Shupp ordered the D9 Bulldozer to get in front and plow through again. Next, he told his staff, “Get that infantry company down here!” When he had Major Arnold and Lima Company’s infantrymen in tow behind him, Shupp set out to lead his Marines across no-man’s-land on foot. The bulldozer plowed all the way to GOLDEN, and when Shupp reached the edge of the city Rainey was there waiting for him.

“Colonel, what are you doing here?” Rainey exclaimed.

“I had to come see ya,” Shupp calmly replied.

The Marines encountered the same two-foot tall concrete median running down the center of ASR GOLDEN as had Smith and Reyes. “Sir,” one of the Marines told Shupp, “we are not going to be able to get our HMMWVs through this.”

“Get the Goddamned bulldozer and come down here and take that thing out!” he replied.¹⁸

The D9 slammed into the median, ripped an eight-foot section out, and pushed it all the way across GOLDEN, crashing what was left into the wall of a house.

By leading from the front, Colonel Shupp broke the logjam and 3/1’s Lima Company Marines began pouring into the city. Lieutenant Colonel Buhl moved into Fallujah with his Marines. He would not leave the city for seventeen days.

With 3/1 behind them, Rainey’s 2–7 CAV attacked down three streets with Apache/2–7 as the battalion’s main effort and HENRY as its eastern boundary. Twaddell attacked through crowded streets and open fields filled with trash and abandoned cars. It was a mounted attack south toward Jolan Park (objective PENNSYLVANIA), with two platoons up and one back.

The cavalry troopers moved methodically forward in box formations (four vehicles, one at each corner) with UAVs and Lewis’ Apache helicopters providing overwatch. This formation allowed the troopers to protect each other in all directions. If they came under attack, two of the other three vehicles in the box could easily reinforce the vehicle under fire.

Because Twaddell’s Bradleys were moving south at a slower pace through the narrow streets and urban clutter, Rainey had to rein in Captain Glass and his tankers as they were rolling south on HENRY. He had to keep Cougar/3–8 on line with Twaddell. Glass stopped his advance down HENRY at DONNA around four in the morning, and Brooke’s fighting vehicles rolled to a stop behind him.

The regiment had prepared this area with air strikes, artillery, and AC- 130 gunship runs, during which strings of IEDs were detonated by a single 500-lb bomb. They exploded one after another down city streets like giant firecrackers on the Chinese New Year. The explosives would have inflicted heavy casualties on the Marines if they had gone off as the insurgents had hoped. Shupp wanted Rainey to move through as fast as he could to break through what was left of the IED belt and get behind the enemy’s command-and-control nodes. With the enemy disrupted, his Marines could get into the city on foot without taking mass casualties in the streets.

Bodisch’s tanks led Buhl’s Marines, killing anything larger than squad-sized formations. Shupp had ordered them not to stop for smaller elements unless they had to fight through them. The immediate goal was to keep moving to get through the defenses and unhinge the enemy.¹⁹ The last thing Shupp wanted was an urban war of attrition. He also knew that when everyone else left, RCT–1 was going to take control of Fallujah. His men would have to go back and clear every building. Driving ahead now was the only option. And so Shupp’s Marines followed Rainey’s devastation, shock, and violence of speed with a wave of infantrymen on the ground, moving through the city like a giant steamroller.

Captain Jent’s reinforced Kilo Company Marines passed through the breach at 0400 and entered the city just before sunrise.²⁰ Kilo Company would be 3/1’s main effort throughout the entire fight. It moved online with Clark’s India Company (the sturdiest company in the battalion) on its left and Chontosh’s Darkhorse Marines on its right. By this time a line of Marines stretched from the Euphrates River to HENRY, with Bitanga in the west and Clark in the east. Chontosh, Clark, and Jent pushed forward relentlessly.

Attack in the East

With Mayfield and Cobb up on MSR MOBILE killing everything that moved, Task Force 2–2’s tanks, Bradleys, and infantry bounded relentlessly forward into the Askari District. On the ground, Captain Sean Sims’ infantry moved from building to building, attacking south through the streets. Not far into the city and after not meeting the expected resistance, Sergeant David Bellavia’s soldiers (wearing Night Vision Goggles) noticed a lone Iraqi walking down the street. The man was strolling north carrying a car battery with an AK strapped over his shoulder. Bellavia’s men dropped the insurgent in the middle of the street with a short, well-placed burst of gunfire.²¹

Bellavia’s men pushed forward and moved into one of the houses in their path. Once inside, they found it loaded with bombs and other explosives, all wired to explode. Before he was killed, the car battery-carrying insurgent had been walking toward this building. Bellavia believed the dead insurgent intended to hook up the battery to detonate the “house bomb” after Bellavia’s men entered the trap. Natonski’s strategy was working: Bellavia and his men had driven inside the city so quickly that at least this insurgent had been unable to detonate his booby trap as planned.

By 0400, some of the Iraqi soldiers supporting Lieutenant Colonel Newell had gone through the breach on foot, but their 5-ton trucks got hung up and slowed their progress. The Iraqis, who were supposed to be filling in behind 2–2’s lightning advance, were falling farther and farther behind. Task Force 2–2’s 49-year-old Command Sergeant Major, Steve Faulkenburg, was with the Iraqi soldiers. When he climbed out of his HMMWV to encourage them to move through the breach, he was hit in the head by a single bullet. Faulkenburg was the first Task Force 2–2 soldier killed in Operation al-Fajr. Unfortunately, he would not be the last.