“In this case, we were in an extremely violent political campaign over ideas, and we were trying to treat the problem of Fallujah like a conventional war… But that was the order: Attack.”
James Mattis, General, USMC (Ret), SecDef (2017-19)
The 3rd Battalion, 1st Marines (3/1) is an infantry unit in the United States Marine Corps. Nicknamed the “Thundering Third,” the Battalion consists of approximately 1,200 Marines and Sailors. It falls under the command of the 1st Marine Regiment and 1st Marine Division, based at Camp Horno on Marine Corps Base Camp Pendleton. It has four subordinate companies: Headquarters and Service Company (H&S Company), India Company, Kilo Company, and Lima Company. Weapons Company is also a subordinate unit, though it is a non-rifle company. Mike Company is a reserved designation for augmenting a fourth rifle company if needed, but it is currently deactivated.
The 1st Marines in Fallujah: A Turning Point in the Iraq War
The second Battle of Fallujah, codenamed “Operation Phantom Fury,” was fought by American-led Marine and Army forces, with 9th Air Force aviation support and Navy special warfare units, in November and December 2004. One hundred two distinct units from the Squad level up to the Division and Squadron levels up to the Wing are recorded as having been engaged, including nine Iraqi units and elements of the British Black Watch. The first battle for the city, “Operation Vigilant Resolve,” had been waged in April-May that same year, while the 1st Marines was under the command of then-MajGen James Mattis. It is often reported that the catalyst for the battles was an earlier (31 Mar 2004) highly publicized murder and mutilation of four US Blackwater private military contractors, and the killing of five American soldiers in Habbaniyah. When 3/1 engaged at second Fallujah, “Operation Iraqi Freedom” (2003-11) of the GWOT had been underway officially for about eighteen months. This unit deployed to Iraq multiple times, notably in 2002 for “Exercise Eager Mace” and again playing a key role in what soon became known as “Operation Al Fajr” to liberate Fallujah. It was the single bloodiest and fiercest battle of the OIF conflict, including for American troops:
“He fought in Fallujah, and when his father said, ‘God brought you back home!’ he quickly denied his father’s hug and said, ‘There is no god in war.’… However, the most moving thing was how he talked about his friends whom he had lost. He didn’t feel bad for the men he killed, only how he wasn’t able to save his friends.”
Nic August 6Missouri, US Militaria Forum 6 November 9013.
In the photo sequence on 9 Nov 2004, are reportedly the first casualties two days after Operation Phantom Fury opened. 1/8 GySgt Lonny Wells, fallen to the ground, was immediately rendered aid by Sgt Ryan Shane and a medic until continuous enemy sniper fire made further rescue impossible for a time; Ryan survived, Lonny did not. Unusually, it rained that day in Fallujah.
Unyielding Courage: 1st Marines Lead the Battle of Fallujah
In 2004, before the second Fallujah, the estimated population of the city was around 250-300,000 residents. In 2025, about 190,000 live there. It had been predominantly Sunni Arab and was a densely populated, industrial city with a long history. Regional temperatures vary between ca. 40-110 degrees F, with average annual rainfall of 1 inch or less. The town at this site, according to Jewish sources, was known as Nehardea and was the primary center of Babylonian Jewry until its destruction by the Palmyran ruler Odenathus in 259 CE. Fallujah is located in the Iraqi province of al-Anbar (which means “warehouse”), about forty miles west of Baghdad. In 2004, it spanned twenty-five square kilometers. It consisted of over two thousand city blocks laid out in a grid pattern characterized by a mix of wide boulevards, narrow streets, and alleyways, with most buildings being two-story concrete houses. Many residents were wary of marginalization as the country’s formerly repressed Shia majority was empowered in the transition to democratic governance. It became a center of resistance against US-led operations in Iraq. All but (it was estimated) 30,000 fled the city ahead of the fight. In the bloody street-by-street, house-by-house fighting, 82 US troops fell, and another 600 were wounded. Though the late 2004 battle is considered a success, the city would fall approximately a decade later to Islamic State fighters, who held the city until 2016 when they were defeated by Iraqi-led coalition forces. Two decades after our fighters entered the hornet’s nest, Fallujah is regarded for its ferocity and the lessons it yields for Marines in an urban fight. In 2023, our Navy laid the keel for a future amphibious assault ship, “Fallujah,” named in honor of the Marines who fought the battle. “Fallujah has come to represent Iraq to the Marine Corps,” said Mark Cancian, a retired Marine Colonel who now serves as a senior adviser with the Center for Strategic and International Studies.
1st Marines’ Heroism in the Iraq War’s Fiercest Urban Combat
A general chronology of this unit’s action at Fallujah:
• April 3, 2004: US forces, including the 1st Marine Division, launched Operation Vigilant Resolve to respond to the killings.
• April 7, 2004: 1st Marine Division’s Regimental Combat Team 1 (RCT-1), which included 3/1, commenced operations.
• April 9, 2004: The US announced a ceasefire in Fallujah, but insurgents continued to attack Marines.
• May 1, 2004: Marines withdrew from Fallujah, marking the end of Operation Vigilant Resolve.
Second Battle of Fallujah (Operation Phantom Fury):
• November 7, 2004: 1st Marine Division, including RCT-1 (with 3/1 as a key component), launched Operation Phantom Fury, an assault north of Fallujah.
• November 7, 2004: RCT-1, designated the division’s main effort, crossed the line of departure.
• After 12 days of intense urban combat, the 1st Marine Division had defeated the insurgents and captured the western half of Fallujah.
• End of December 2004: The city was cleared and under Coalition control.
• April 2005: 1st Marines returned to Camp Pendleton.
After the First Battle of Fallujah, the US turned the city over to a newly formed Iraqi security unit called the Fallujah Brigade. The brigade became incapable of controlling the city, and many of its personnel deserted or sided with the opposition. Over the following months, the insurgency strengthened in Fallujah, attracting more fighters to its cause.
“We received reports of terrorists who murdered children or booby-trapped dead bodies so that families would be killed when they tried to retrieve their loved ones. In Fallujah, those who refused to collaborate with the terrorists who controlled the city were beheaded and tossed into the Euphrates River.”
Donald Rumsfeld, SecDef (1975-77, 2001-06)
Legacy of Valor Heroes Memory and the Cost of War
The assault consisted of a company from the Marines’ 3rd Light Armored Reconnaissance Battalion, a reinforced infantry company from 1st Battalion, 23d Marines, a reinforced mechanized infantry company from the US Army’s 1st Battalion, 9th Infantry Regiment, and the Iraqi 36th Commando Battalion. They swiftly entered Fallujah’s west, at the bend of the Euphrates River, and secured the hospital and two bridges that span the waterway. Coalition forces conducted a 12-hour air bombardment focusing on the city’s south and southeast to mislead the insurgents about the direction of the attack. After the airstrike, US troops followed with artillery or mortars. Next, combined arms teams of armor, infantry, and engineers worked together to advance across the city. Insurgents realized the US has more firepower, so they fought from inside buildings using small arms, rocket-propelled grenades, and IEDs. The Second Battle of Fallujah lasted until Dec. 23, 2004. Thirty-eight US troops fell, along with eight Iraqi soldiers. The Pentagon estimates 1,200 insurgents were killed, and the Red Cross says 800 Iraqi civilians also perished.
For an engagement which took place over multiple weeks, expressing the precise 3/1 unit history in Fallujah is not possible in limited space. Perhaps the most accurate and comprehensive unclassified order of battle, including descriptions of the 3/1, was written by CWO4 Timothy S. McWilliams with Nicholas J. Schlosser for USMC University in 2014, a brief excerpt:
“The 3d Battalion, 1st Marines, would attack and destroy insurgents behind Task Force 2-7, clearing buildings as it established a line of communication for resupply and evacuations along Phase Line Henry. Iraqi soldiers would help search and clear buildings or areas not cleared in the initial assault. Task Force 2-7 would then finish securing Main Supply Route Michigan between Phase Line Henry and the two Euphrates River crossings, and the 3/1 would continue west and attack to secure the al-Kabir Mosque.”
As of 2004, the city was largely ruined, with 60% of buildings damaged or destroyed, and the population at 30%–50% of pre-war levels; reports vary widely depending on the reliability of the sources. And yet, words can barely describe the history of 3/1 in Fallujah at all. The authentic experiences and facts are known only to the Marines who lived it in person, while hundreds of existing photographic and video documents fill in the blanks for those who were not present. In 2025, the city of Fallujah, known as the “City of Mosques,” is likely to be a place of ongoing development and recovery, with the Iraqi Armed Forces having stated that Fallujah was fully liberated from militant control in 2016.
“… on November 15, 2004, Marine Sergeant Rafael Peralta… had volunteered for a house-clearing mission and, when entering the fourth house, had opened a door and was hit several times with AK-47 fire. As two other Marines entered behind him, an insurgent threw a grenade that surely would have killed them except that, according to eye witnesses, Peralta pulled the grenade under his body, absorbing the blast… the other Marines survived.”
Robert M. Gates, SecDef (2006-11)
Sgt Peralta received the Medal of Honor. Ten Marines were awarded the Navy Cross, four received the Silver Star, and numerous others the Bronze Star for exemplary valor at Fallujah. To date, fourteen books, seven documentaries, a film, three video games, seven musical compositions, and an unknown number of blogs, podcasts, websites, or chat rooms have been created discussing and commemorating this battle. Marines TWS currently lists 2293 members who have served with the 3/1 at various points in its history, from 1941 to the present.
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