Counterinsurgency: Joint American/Iraqi assault on Fallujah. See also Operation Dawn (Al-Fajr) and 2nd Battle of Fallujah.

in Operation Phantom Fury, two Marine regimental combat teams, each with a U.S. Army mechanized battalion and Iraqi Army units attached, begin clearing Al Fallujah of Sunni insurgents.

Originally named Operation Phantom Fury and later known as Operation al-Fajr, the Second Battle of Fallujah was a key offensive in the Iraq War led by American forces. This intense military operation, spanning approximately six weeks from November 7, 2004, represented the apex of the confrontation with the Iraqi insurgency. A collaborative endeavor, it involved the armed forces of the United States, the Iraqi Interim Government, and the United Kingdom. The coalition, with the U.S. Marine Corps and U.S. Army at the forefront within Fallujah, faced some of the most severe urban fighting encountered by the U.S. military since the 1968 Battle of Huế City during the Vietnam War.

Operation Phantom Fury marked the second significant joint operation in Fallujah. Previously, in April 2004, coalition forces had engaged in what became known as the First Battle of Fallujah. This earlier conflict aimed to apprehend or eliminate insurgents implicated in the 2004 Fallujah ambush, which resulted in the killing of four Blackwater private military contractors. As coalition troops advanced into the city’s core, the Iraqi Interim Government advocated for the transition of Fallujah’s governance to a locally managed security force. This new force subsequently accumulated arms and fortified the city with complex defenses throughout the middle of 2004. Notoriously, the Second Battle of Fallujah stands as the most intense and deadly confrontation for U.S. forces within the entire Iraq conflict. It was distinguished as the initial major operation of the Iraq War that was conducted exclusively against insurgent groups, rather than the state military of Saddam Hussein’s Ba’athist regime.

In February 2004, the U.S. 82nd Airborne Division handed over the responsibility for Fallujah and its surrounding region within the Al Anbar Governorate to the 1st Marine Division. Not long after this transition, on March 31, 2004, four American private military contractors employed by Blackwater – Wesley Batalona, Scott Helvenston, Jerry Zovko, and Michael Teague – were ambushed and brutally slain in the city. The worldwide dissemination of the graphic images of their corpses caused international outrage. Journalist Jeremy Scahill would later refer to this tragic event as the Iraq War’s “Mogadishu moment,” drawing a parallel to the infamous Battle of Mogadishu known as the “Black Hawk Down” event. While military leaders on the ground in Iraq viewed the deaths as strategically minor, the response from U.S. political figures was one of intolerance towards a strategic, perpetrator-focused retaliation. Instead, they favored a more aggressive invasion of the city. It was later disclosed through a leak that the impetus for this broader assault was not solely the murders themselves but the provocative nature of the images that had become an emblem of resistance to the American presence in Iraq.

Merely days following the incident, U.S. Marine Corps units initiated Operation Vigilant Resolve on April 5, 2004, with the objective of reclaiming Fallujah from the hands of rebel factions. The operation concluded on April 28, 2004, culminating in a pact that directed the city’s residents to prevent insurgents from infiltrating the city again. Control of Fallujah was handed over to the Fallujah Brigade, a group consisting of local Iraqis led by Muhammed Latif, a former officer of the Ba’athist regime.

The influence and dominance of insurgents escalated significantly to the point that by September 24, 2004, a high-ranking U.S. official disclosed to ABC News that the apprehension of Abu Musab al-Zarqawi, believed to be in Fallujah, had become “the highest priority.” His forces were estimated to be around 5,000 strong, primarily composed of foreign fighters. Nonetheless, the publicly declared aim of the military campaign in Fallujah was to diminish the insurgency’s power to facilitate the upcoming Iraqi elections scheduled for January 2005.

Prior to launching their offensive, U.S. and Iraqi forces established a cordon around Fallujah, setting up checkpoints to block entry and capture fleeing insurgents. They also utilized aerial reconnaissance to develop detailed maps for the assault. Iraqi interpreters were integrated into American units to aid communication during the imminent conflict. Prolonged aerial and artillery bombardments had seemingly weakened the militants, making them susceptible to a ground offensive.

The combined force of U.S., Iraqi, and British military personnel amounted to approximately 13,500. The U.S. contingent included around 6,500 Marines, 1,500 Army soldiers, and an additional 2,500 Navy staff serving in various capacities. The ground forces were organized into two Regimental Combat Teams (RCTs): RCT-1, which included the 3rd Battalion/1st Marines, 3rd Battalion/5th Marines, and the Army’s 2nd Battalion/7th Cavalry; and RCT-7, consisting of the 1st Battalion/8th Marines, 1st Battalion/3rd Marines, and the Army’s 2nd Battalion/2nd Infantry, alongside the 2nd Battalion/12th Cavalry. These teams were reinforced by about 2,000 Iraqi soldiers. Support for these units was provided by both Marine and Navy aircraft, Air Force assets, and USSOCOM sniper teams.

The British contribution included the 850 members of the Black Watch battalion, who were tasked with aiding the encirclement of Fallujah as part of Task Force Black. Additionally, the D Squadron of the British SAS was prepared for the operation. However, concerns from the UK over the potential high number of casualties prevented direct involvement of British ground forces in the battle.

In April, Fallujah was under the control of approximately 500 dedicated insurgents and over a thousand occasional fighters. By November, reports suggested that this number had doubled. Another assessment indicated that there could be as many as 3,000 insurgents, although several leaders managed to escape prior to the assault.

The city was a hub for an array of insurgent factions operating in Iraq, including Al-Qaeda in Iraq (AQI), the Islamic Army of Iraq (IAI), Ansar al-Sunna, the Army of Mohammed (AOM), the Army of the Mujahedeen, and the Secret Islamic Army of Iraq. Notably, three organizations—AQI, IAI, and the National Islamic Army (affiliated with the 1920 Revolution Brigade)—established their primary bases within Fallujah. The Army of Mohammed, comprised largely of former Fedayeen Saddam members, along with Ansar al-Sunna and several smaller Iraqi groups, accounted for around 2,000 of the insurgent force.

The Battle of Fallujah was unique in that it did not witness the internal conflicts among insurgents commonly seen in other Iraqi cities. The conflict united Sunnis and Shias; for example, the Mahdi Army’s soldiers stood with Sunni and Ba’athist factions against the United States. The insurgents, including Iraqi fighters and foreign Mujahideen, fortified the city in anticipation of the assault. They created an elaborate network of tunnels, trenches, concealed holes, and a multitude of improvised explosive devices (IEDs). Some houses were booby-trapped with propane tanks, fuel drums, and munitions, all connected to remote detonators for use when coalition forces arrived. The streets were obstructed with barriers, some of which were also positioned inside buildings to create fortified positions for surprise attacks.

The insurgents armed themselves with an array of advanced weaponry, including various small arms and U.S. military gear such as M14 and M16 rifles, body armor, uniforms, and helmets.

Tactics to make buildings and vehicles lethal traps were widespread; they rigged doors and windows with grenades and explosives. They also modified high buildings to counteract American combat techniques, such as blocking staircases leading to rooftops, directing troops into prepared kill zones.

Intelligence gathered before the offensive indicated that coalition forces would face not only Iraqi nationals but also foreign fighters from Chechnya, the Philippines, Saudi Arabia, Libya, and Syria.

Before the battle commenced, a large segment of Fallujah’s civilian residents evacuated, significantly diminishing the risk of civilian harm. U.S. military leaders approximated that between 70% and 90% of the city’s 300,000 inhabitants had departed in advance of the conflict, which meant that 30,000 to 90,000 people remained. Efforts to minimize civilian presence included distributing leaflets and making broadcasts advising residents to evacuate. Despite these efforts, reports from various news outlets indicated that the U.S. military restricted military-aged males from both exiting and entering Fallujah. Moreover, not all residents had the resources to evacuate the city prior to the onset of hostilities. Correspondent Jane Arraf, who reported from the scene alongside U.S. forces, noted that some families attempted to protect themselves by marking their doors with the message “We are family” in hopes that Marines would spare their homes from assault during the battle.

Reconnaissance and target designation on the outskirts of Fallujah were provided by Navy SEAL and Marine Recon Snipers, as the ground offensive commenced on the evening of November 7, 2004. Launching an assault from the west and south, the Iraqi 36th Commando Battalion, accompanied by their U.S. Army Special Forces advisors and the 1st and 2nd Platoons of Charlie Company from the Manchu 1st Battalion, 9th Infantry Regiment Mechanized, 2nd Brigade Combat Team, 2nd Infantry Division (U.S. Army), spearheaded the main push on the peninsula. They were reinforced by the 3rd Platoon of Alpha Company from the 2/72nd Tank Battalion (U.S. Army), and the 3rd Light Armored Reconnaissance Battalion, further bolstered by Bravo Company of the Marine Corps Reserve’s 1st Battalion, 23rd Regiment, all with support from Combat Service Support Company 122.

Units of the 2nd Infantry Division, specifically Charlie Co 1-9 Infantry Mechanized with its 1st and 2nd platoons, (U.S. Army) along with SEAL Sniper Task Elements from Naval Special Warfare Task Group Central and the U.S. Marine Corps Scout Platoons, were instrumental in capturing key points such as the Fallujah General Hospital, Blackwater Bridge, the ING building, and villages on the western banks of the Euphrates opposite Fallujah. Meanwhile, Marines from 1/3 engaged in mortar fire operations in the southern part of the city and subsequently secured strategic points including the Jurf Kas Sukr Bridge on the city’s western approaches. These initial strikes served as feints to mislead and disorient the insurgents before the major offensive began. In these preliminary operations, two Marines tragically lost their lives when their bulldozer toppled into the Euphrates River, and 42 insurgents were eliminated along the riverside in Fallujah.

Navy Seabees from the I MEF Engineer Group (MEG) and Army Civil Affairs personnel successfully disrupted electrical services by neutralizing two power substations to the northeast and northwest of Fallujah. Following this, two Marine Regimental Combat Teams, RCT-1 and RCT-7, initiated an offensive along the city’s northern boundary. Their efforts were bolstered by the involvement of two U.S. Army heavy mechanized units: the 2nd Battalion, 7th Cavalry Regiment, and Task Force 2nd Battalion, 2nd Infantry Regiment (Mechanized). These were accompanied by four Marine battalions assigned the task of building clearance.

The mission of penetrating the urban environment and targeting enemy forces attempting to escape was given to the Army’s mechanized Second Brigade of the First Cavalry Division, the Marines’ 2nd Light Armored Reconnaissance Battalion, and A. Co of the 1st Battalion, 5th Infantry Regiment. Additionally, the British Army’s 1st Battalion, The Black Watch, was responsible for monitoring the main arterial routes east of the city.

Supporting the ground forces, three 7-man SEAL Sniper Teams from the Naval Special Warfare Task Group-Central and a platoon from the 1st Reconnaissance Battalion were deployed for advanced reconnaissance, Joint Terminal Aircraft Control (JTAC), and to provide overwatch during the operation.

The United States Air Force contributed close air support, utilizing a fleet including F-15 Strike Eagles, F-16 Fighting Falcons, A-10 Thunderbolt IIs, B-52 Stratofortresses, and AC-130 gunships for precise, close-quarter air strikes targeting enemy defenses within Fallujah. Additionally, the MQ-1 Predator drones were employed for both reconnaissance and pinpoint strikes, while the U-2 Dragon Lady aircraft was tasked with high-altitude surveillance and reconnaissance to inform the battle strategy both before and after the conflict unfolded.

Operation Phantom Fury emerged as the harshest engagement for U.S. Marines since the battles in Vietnam. It drew parallels to the notorious Battle of Hue City and the intense World War II Pacific campaigns. Coalition casualties in Operation Phantom Fury totaled 107 deaths and 613 injuries. Initially, U.S. forces suffered 54 fatalities and 425 injuries in the November offensive. By the close of the operation on December 23, these numbers had climbed to 95 dead and 560 injured. British troops experienced 4 deaths and 10 injuries in separate incidents on the outskirts of Fallujah. Iraqi military losses included 8 dead and 43 injured.

Accurate counts of insurgent casualties are difficult to determine due to the absence of official records, but estimates generally suggest around 1,200 to 1,500 insurgents were killed, with some figures suggesting more than 2,000 fatalities. In addition, about 1,500 insurgents were detained during the operation.

Throughout the conflict, the 1st Marine Division deployed 5,685 high-explosive 155mm artillery shells. The 3rd Marine Aircraft Wing utilized 318 precision-guided munitions, 391 rockets and missiles, and discharged over 93,000 rounds from machine guns and cannons.

Videos:

• Marines take Fallujah from enemy hands during Operation Al Fajr, Operation Phantom Fury
• Operation Phantom Fury combat footage Marines and tanks in Fallujah
• Operation Phantom Fury combat footage – 3/1 Marines Maneuvering and firing