The Iraqi insurgency in Fallujah was on its back foot after five straight days of fighting. The Americans’ concentration of combat power to penetrate presumably secure lines had resulted in a constant retrograde, leaving the enemy little time to rest or recoup. However, now, in the late afternoon of November 11, 2004, there was a lull in the conflict, a pause that lasted long enough for the insurgents to become uneasy. As tensions rose and discipline began to crack, a loud noise, a song, pierced the air. It was the Marines’ Hymn, blasted over an American loudspeaker. “Our flag’s unfurled to every breeze, From dawn to setting sun; We have fought in ev’ry clime and place, Where we could take a gun.” The hymn cracked the insurgents’ resolve. They began firing wildly into the night, retreating farther, despite no push made by U.S. forces.
Maj. Gen. Richard Natonski had broken the insurgents. Natonski led the I Marine Expeditionary Force (I MEF) during Operation Phantom Fury (OPF), also called the Second Battle of Fallujah. It was his leadership and ability in the mission command principles that led to one of the most decisive victories of the Iraq War. Natonski’s demonstration of competence, clarity of commander’s intent, development of shared understanding, and building of mutual trust serve as strong examples for military leaders looking to follow in his footsteps.
Background
It had been almost exactly a year since the U.S. invasion of Iraq in 2003. The collapse of the Iraqi government, Saddam Hussein’s capture, and the sporadic violence between U.S. military personnel and Iraqi civilians had meant a turbulent year for U.S.-Iraqi relations. It would not culminate, however, until March 31, 2004, when insurgent forces ambushed a convoy of American private military contractors. After a volley of small arms fire, all four Blackwater contractors were killed, and a mob rushed their vehicles.
By the morning of April 1, images of the contractors’ burned and mutilated bodies that hung limply from the supports of what would be dubbed Blackwater Bridge were being broadcast all over the world. Jeremy Scahill, an author who chronicled the history of the Blackwater private military company, would describe the 2004 Blackwater killings as the Iraq War’s Mogadishu moment, in reference to the 1993 Battle of Mogadishu made famous by the book and film Black Hawk Down.
One month before the events on Blackwater Bridge, the 82nd Airborne Division had transferred responsibility for the Iraqi city of Fallujah to I MEF. With American blood now spilled, I MEF Marines were ready for their first push into Fallujah. The U.S. would launch Operation Vigilant Resolve (OVR), a spirited but short and ultimately ineffectual attempt at taking Fallujah from the insurgents who killed the American contractors. After less than a month of fighting, U.S. forces withdrew, having brokered an agreement with the newly established and CIA-backed Fallujah Brigade, an Iraqi force that was supposed to keep insurgents out of the city.
Despite this agreement, extremism flourished in Fallujah, and by the fall of 2004, U.S. commanders knew they needed to definitively take the city to better position themselves to shape the upcoming 2005 Iraqi democratic election, the first one since Hussein had been ousted from power. U.S. forces conceived OPF to violently and decisively rip Fallujah from the control of extremist and terrorist organizations.
Before OVR, then-Brig. Gen. Natonski led Task Force Tarawa during the march up to Baghdad in 2003. Natonski, a 30-year veteran of the Marine Corps at that point, had served in a variety of positions that primed him to lead I MEF. Those positions covered all three domains of learning: operational as a ground force commander, institutional at the NATO War College in Rome, and personal as a dedicated student of Marine Corps history.
Competence
Natonski demonstrated consistent competence throughout both the planning process and execution of OPF. Learning from previous experiences and meticulous study of past conflicts, Natonski leveraged this knowledge to prepare his formations for the assault. The newly frocked major general arrived at Camp Fallujah in the summer of 2004 to take command of I MEF. While OPF had not yet been officially ordered, the Fallujah Brigade’s inability as a security force had already led to a rise in insurgency forces in the city. Higher headquarters needed a leader with experience fighting (and winning) against insurgents. During Natonski’s march up to Baghdad in 2003, he had engaged a large insurgency force in the city of Nasiriyah. In his book, Operation Phantom Fury: The Assault and Capture of Fallujah, Dick Camp writes of Natonski’s Nasiriyah assault: “In the ensuing four-day battle, Natonski’s Marines seized the city and its important bridges, allowing the 1st Marine Division to continue the attack to the capital.” This experience primed him on what to expect on a second attempt to take an insurgency-controlled city.
Natonski also studied OVR, what worked, what did not work, and what needed improvement. Richard Lowry writes in his book New Dawn: The Battles for Fallujah, “In fact, all involved in the planning relied heavily on the lessons learned in previous fights.” For example, one of OVR’s failures was the inability to maintain the aggressive tempo with which the operation began. Camp writes, “One of the lessons learned from the first battle was to stockpile essential supplies. ‘A disruption of the supply lines was one of our worst-case planning assumptions.’” In planning for OPF, Natonski built 15 days’ worth of supplies at Camp Fallujah. He also ordered that supply routes only be used during the day so that convoys could maintain a faster speed, thus limiting their exposure to the improvised explosive device threat.
Natonski’s studies were not limited to conflicts in the Middle East, however. Maj. George Christmas, a Vietnam veteran and then-Lt. Natonski’s first company commander, had written numerous articles on fighting house-to-house, providing invaluable lessons learned from fighting a guerilla threat. As Lowry writes, “Many on Natonski’s staff dug through the archives to retrieve Christmas’ words of wisdom. They studied his lessons from the last time the Marines had conducted large-scale urban combat.”
Natonski is a model example of the Soldier-scholar archetype modern formations are seeking for a command role. By understanding and learning from the past, even one’s personal history, leaders can begin to contextualize their present situation and provide a clear commander’s intent.
Commander’s Intent
Natonski consistently gave clear intent to his subordinate leaders. He would ensure that his commanders had enough guidance to understand the desired end state while continually updating and refining well into the actual conflict. Camp quotes Brig. Gen. Joseph Dunford speaking on the similarities between Natonski and I MEF’s incumbent commander: “Both were engaged with subordinate commanders; both had great rapport with the young enlisted Marines; both gave very clear guidance to their staffs.” Natonski’s planning process was collaborative in nature, and he valued his subordinates’ opinions. He was skilled in how he weighed the advice of those he was tasked to lead while always understanding the end state was his alone to shape and dictate.
Camp writes of Natonski’s clarity of vision with his commanders. His guidance to his commanders was the need for speed. “We didn’t want the enemy to conduct a protracted defense in the city because we thought you’d see it in the news and ultimately there might be a public pressure to end the attack, like the April fight,” referring to OVR. Natonski wanted quick penetration. “The quicker you could break through the enemy defenses, the more you could disrupt his command and control — and keep them off balance.”
Natonski would reiterate over and over to his commanders and troops alike that the operational tempo of this new assault must be high enough to throw the enemy on his back foot. This relentless strategy would culminate in the previously mentioned playing of the Marines’ Hymn to finally break the insurgency’s spirit. Natonski had internalized Marine Corps Doctrinal Publication 1-3, Tactics: “We must remember that war is a violent clash of two opposing wills in which each side is trying to wrest advantage from the other.” Natonski’s clearly stated intention was violence of action, quick penetration, and an unrelenting tempo throughout operations. Natonski was not content with only dictating end states, however. He wanted to ensure that I MEF’s purpose was clear down to the squad level.
Shared Understanding
Natonski built a shared understanding within his formation by communicating the why behind what they were doing. One of the failures of previous attempts to remove insurgents was disregard for the civilian population that would be left to pick up the pieces after the dust settled. Natonski knew that winning hearts and minds would be just as important as ousting the insurgency. In Fighting for Fallujah: A New Dawn for Iraq, John Ballard, a professor of Joint Military Operations at the U.S. Naval War College, writes, “Every Marine and Soldier had to understand that the local population was the center of gravity in the city after December 23.” Ballard adds, “It is a great credit to the leadership of General Natonski and Colonel Shupp … that this emphasis on the residents and not the insurgents took prominence down to the squad level.”
Natonski also ensured that all his commanders knew the value of civil-military operations in the area. The Middle East tends to be a tower of cards that could collapse at any moment, but Natonski was doing his level best to add supports and structure to Fallujah as he assaulted across it.
He went to extreme lengths to ensure he was understood. Maj. Tim Henson, a civil affairs team leader on the ground at the time of the battle, recounts that to his great surprise, Natonski himself was on the front lines listening to feedback, directing efforts, and ensuring he was seen among those he was tasked to lead. Natonski believed in face-to-face leadership and wanted to see the toll the war effort was taking on frontline Soldiers and Marines. His insistence on being so close to the action and ensuring he could literally witness the reality on the ground led to impactful decisions derived from a shared understanding between the general and his subordinate commanders. As Lowry writes, “So here was Natonski, standing in the middle of the fight polling his commanders before he made the decision to move forward.” From shared understanding, Natonski had a solid foundation to build trust.
Mutual Trust
Natonski understood that attempting to build mutual trust with words alone was folly. A two-star general dodging sniper fire on the front lines showed the ground-level troops how he would never ask them to do something he himself would not do, while his interaction with his subordinate leaders communicated a humility and openness that led to better decisions.
For example, on the fourth day of fighting, Natonski made one of his routine trips into the city to survey the battlefield and discuss strategy with his commanders. He had planned to inform Col. Shupp that he would be moving 2nd Battalion, 7th Cavalry Regiment (2-7 CAV), a key unit from Shupp’s forces, to the northeastern side of the city to support Regimental Combat Team 7, which was having a tough going into the city. However, unknown to the general, Shupp had an opportunity to advance the northwestern front, plunging deeper south into Fallujah. Camp notes that Natonski then asked, “Could you keep on going to the south of the city?” Shupp responded, “Absolutely, sir, but we would need [Lt. Col.] Jim Rainey [of the 2-7 CAV] to stay with us.” Natonski approved the change of plan right there. These two held a strong professional rapport, and Natonski had fostered a climate of trust in his organization that allowed for changes of plans and the seizing of opportunities.
Natonski’s influence even extended beyond his own organization. He was a strong advocate of joint operations and brokered deals across military branches to get the combat power he needed. Early in the planning process, Natonski realized that I MEF did not have the manpower necessary to both isolate and infiltrate Fallujah. During OPF, main supply routes and forward operating bases would need protection simultaneously during the push into the city. “Fortunately,” Lowry writes, “all three officers were advocates of joint operations.” Natonski was able to secure assistance from the Army to do what they do best: wide-area security and joint logistics. As the Marines conducted house-to-house warfare, the Army would provide pivotal resupply and containment to the ongoing battle.
For less secure commanders, trusting something as vital as your supply lines to an outside organization would not be feasible. Natonski, however, trusted his cross-branch service members to do their job and do it well. Following the operation, he would speak incredibly highly of the Soldiers who contributed to the operation, even advocating for them to wear the 1st Marine Division shoulder sleeve insignia for their efforts. Camp quotes Natonski as saying, “When those Army units went back to their commands we tried to make sure that every soldier got two beers to take with them because they were part of the team. … We thought the world of them.”
Conclusion
OPF proved to be the bloodiest battle of the Iraq War. By the time the conflict had concluded on December 23, Fallujah had been captured with an estimated 2,000 insurgents killed and another 1,200 captured, as opposed to 150 coalition casualties. Since the U.S. military’s withdrawal from Afghanistan in 2021, the U.S. has made a decisive pivot into preparing for the near-peer, large-scale threat. In casualty estimates for what a war under such conditions could look like, the loss seen during OPF seems minor. If insurgents can make the U.S. bleed, what could a trained military on a roughly equal technological footing do? In studying the U.S. military’s hardest fought days, answers to these uncomfortable questions begin to make themselves clear. In studying leaders like Natonski, modern commanders can understand what may be asked of them in the near future. Natonski’s leadership ability and demonstration of the mission command principles of competence, commander’s intent, shared understanding, and mutual trust enabled the coalition victory in November 2004. It will be this generation’s study and adherence to the same principles that will net the next important victories in global conflict.
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Capt. John Morrissey is a student in the Explosive Ordnance Disposal Captain’s Career Course at Army Sustainment University at Fort Gregg-Adams, Virginia. He previously served as a platoon leader and operations officer for the 723D Ordnance Company at Fort Campbell, Kentucky, where he deployed to Iraq in support of Operation Inherent Resolve. His military education includes the Naval School of Explosive Ordnance Disposal, the U.S. Army Air Assault School, and the U.S. Army Pathfinder School. He has a bachelor’s degree in business administration from Texas Christian University.
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This article was published in the fall 2024 issue of Army Sustainment.
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