Foreign Policy Research Institute A Nation Must Think Before it Acts Counterinsurgency From the Bottom Up: Colonel H.R. McMaster and the 3rd Armored Cavalry Regiment in Tel Afar, Spring-Fall 2005
Counterinsurgency From the Bottom Up: Colonel H.R. McMaster and the 3rd Armored Cavalry Regiment in Tel Afar, Spring-Fall 2005

Counterinsurgency From the Bottom Up: Colonel H.R. McMaster and the 3rd Armored Cavalry Regiment in Tel Afar, Spring-Fall 2005



Editor’s Note: In light of Lt. Gen. H.R. McMaster’s appointment as President Donald Trump’s National Security Advisor, we are publishing the following case study written by FPRI Senior Fellow Mac Owens, who wrote it for his class “Leadership 11-2” in the National Security Affairs Department at the United States Naval War College in May 2009.

By the time Col. H.R. McMaster led elements of his 3rd Armored Cavalry Regiment (3rd ACR) into northern Iraq’s Nineveh (Ninewa) Province in May of 2005, he had already established a reputation within the Army as a highly-respected and innovative officer. During the 1991 Gulf War, Captain McMaster had commanded Eagle Troop of the 2nd ACR and during the 1991 engagement known as the Battle of 73 Easting, his cavalry troop overran and destroyed a numerically superior Iraqi Republican Guard force, taking no casualties. For this action, he was awarded the Silver Star.

He later earned a Ph.D. in history from the University of North Carolina at Chapel Hill and taught history at the US Military Academy. He commanded 1st Squadron, 4th Cavalry Regiment from 1999 until 2002 and in the spring of 2003, McMaster joined the staff of General John Abizaid at Central Command. He assumed command of 3rd ACR in June of 2004, leading the unit from Fort Carson, Colorado to Iraq in January 2005 for its second deployment.

McMaster was well known outside of the Army as well. A true soldier-scholar, he wrote an influential but often misunderstood book, Dereliction of Duty: Lyndon Johnson, Robert McNamara, the Joint Chiefs of Staff, and the Lies That Led to Vietnam, in which he harshly criticized the senior uniformed leadership during the early part of the Vietnam War for failing to present their views concerning the risks of the war frankly and forcefully to their civilian superiors.

And although McMaster was a tank officer by trade, he recognized early on that Iraq was a war of the people and that what may have begun as the sort of conventional war favored by the Americans had morphed into an insurgency, fed by sectarianism.   As violence continued to rise, U.S. ground troops responded by adapting conventional tactics to a guerrilla war, attempting to isolate and destroy the insurgents in their strongholds. In his book The Gamble, Tom Ricks quotes a speech by an Army officer that captures the essence of the U.S. approach in Iraq from 2003 until 2007: “Anytime you fight, you always kill the other sonofabitch. Do not let him live today so he will fight you tomorrow. Kill him today.”

This approach may have made sense when the insurgents stood and fought as they did in Fallujah in April and November of 2004. It also seemed to make sense during the  subsequent “rivers campaign” of 2005, as coalition forces sought to destroy the insurgency in al Anbar Province by depriving it of its base and infrastructure in the Sunni Triangle and its “ratlines” west and northwest of Fallujah. These efforts unquestionably killed thousands of insurgents, including Abu Musab al-Zarqawi, the leader of al Qaeda in Iraq (AQI), as well as many of his top lieutenants, and led to the capture of many more. Intelligence from captured insurgents, as well as from Zarqawi’s computer, had a cascading effect, permitting the coalition to maintain pressure on the insurgency.

But while successful in disrupting insurgent operations, there were too few U.S. troops to maintain control of the towns of al Anbar. The insurgents, abandoning their Fallujah approach of standing and fighting, simply melted away, only to return after Coalition troops had departed. Thus while soldiers and Marines were chasing insurgents from sanctuary to sanctuary, reminiscence of the arcade game “whack-a-mole,” they were not providing security for the Iraqi population, leaving them at the mercy of the insurgents who terrorized and intimidated them. More importantly, from McMaster’s perspective, the “hard war” approach created resentment on the part of many Iraqis.

From his position on Abazaid’s staff in 2003-2004, McMaster could see that part of the problem was the lack of an overarching counterinsurgency strategy in Iraq. In early 2004, McMaster prepared an assessment of U.S. counterinsurgency efforts in Iraq for Gen. Abazaid. He observed that:

In Iraq, Former Regime Elements, Extremists, and Foreign Fighters form the core elements of a fragmented movement.  The enemy mainly uses young, unemployed males to carry out attacks and criminality both confuses the intelligence picture and reinforces the insurgency.  Iraqi and Arab nationalism is another factor that provides both support and legitimacy for the enemy.  In some areas there is evidence of alliances of convenience between Former Regime Elements and Islamic extremists, primarily of Wahhabist and Salafist sects.  The enemy is using guerilla and terrorist tactics to incite chaos, cause disaffection among the populace, discredit the Coalition in the eyes of Iraqis, and erode the Coalition’s political will.  Successful insurgencies require only a small cadre of dedicated insurgents and a passive population.  While many Iraqis are supporting the Coalition’s effort to bring stability and prosperity to Iraq, it appears that the majority of the population, particularly in the Sunni region, has adopted a wait-and-see attitude.  The enemy’s primary source of strength is disaffection among the populace that breeds opposition among some and passivity among others.

Taking as his starting point the four counterinsurgency principles of David Galula, the French counterinsurgency expert, McMaster offered ten “essential elements of a successful counterinsurgency, which he would himself employ during the Tal Afar operation:” 1) splinter the counterinsurgent forces; 2) strengthen the rule of law; 3) develop a coordinated and integrated plan and unify counterinsurgency management; 4) demonstrate a will to win; 5) enhance political legitimacy and develop and peaceful path for political resolution; 6) ensure civilian oversight and authority over military operations; 7) control troop behavior and firepower; 8) employ sound counterinsurgency tactics; 9) establish an effective intelligence apparatus; and 10) employ integrated PSYOP, information operations, and strategic communications. In each case, McMaster addressed what was going right and what was going wrong, providing recommendations for addressing the deficiencies.

It was clear to McMaster that while some units were adapting to the insurgency, others weren’t. It was also clear that different approaches led to varying results. For instance, during the first year of the war, in Fallujah and Ramadi, the 82nd Airborne Division under Maj. Gen. Charles Swannack, emphasized killing and capturing the enemy, and the situation deteriorated in those places; in northern Iraq, the 101st Airborne Division under Maj. Gen. David Petraeus focused on winning over the civilian population by encouraging economic reconstruction and local government, and had considerable success.  Accordingly, McMaster pushed for a more imaginative and coherent response to an insurgency that he believed was made up of highly decentralized groups with different agendas making short-term alliances of convenience.

But McMaster understood that there were substantial obstacles to framing a coherent approach to the insurgency in Iraq. The most fundamental of these was the U.S. Army’s cultural aversion to irregular warfare, including counterinsurgency. One of McMaster’s contemporaries, Col. Peter Mansoor, observed in his book, Baghdad at Sunrise, that for at least the three decades before the Iraq War, the professional military education system all but ignored counterinsurgency operations. It was also true that the Army’s counterinsurgency manual was two decades old. 

Critics of former Secretary of Defense Donald Rumsfeld have been quick to blame him for refusing to recognize that the Iraq war had become an insurgency and sticking to “business as usual.” But while Rumsfeld made many mistakes, so did the uniformed services. McMaster understood that one area for which the uniformed services must bear much of the blame was for ignoring counterinsurgency.

In the December 25, 2004 Washington Post, Tom Ricks wrote that while many in the Army blamed “Defense Secretary Donald H. Rumsfeld and other top Pentagon civilians for the unexpectedly difficult occupation of Iraq,” an Army major who had served as an official historian of the campaign and later as a war planner in Iraq, had penned a report placing the blame squarely on the Army. According to Ricks, Maj. Isaiah Wilson III concluded that senior Army commanders had failed to grasp the strategic situation in Iraq and therefore did not plan properly for victory. Wilson contended that Army planners suffered from “stunted learning and a reluctance to adapt.” According to Wilson, Army commanders in 2004 still misunderstood the strategic problem they faced and therefore were still pursuing a flawed approach. Ricks quotes Wilson, who had written,

Plainly stated, the “western coalition” failed, and continues to fail, to see Operation Iraqi Freedom in its fullness. Reluctance in even defining the situation… is perhaps the most telling indicator of a collective cognitive dissidence (sic) on part of the U.S. Army to recognize a war of rebellion, a people’s war, even when they were fighting it.

Just over two years later, Wilson’s view was reinforced in a blistering critique of U.S. Army leadership in the April 2007 issue of Armed Forces Journal, in which one of McMaster’s former 3rd ACR officers, Lieutenant Colonel Paul Yingling wrote:

For the second time in a generation, the United States faces the prospect of defeat at the hands of an insurgency. In April 1975, the U.S. fled the Republic of Vietnam, abandoning our allies to their fate at the hands of North Vietnamese communists. In 2007, Iraq’s grave and deteriorating condition offers diminishing hope for an American victory and portends risk of an even wider and more destructive regional war.

These debacles are not attributable to individual failures, but rather to a crisis in an entire institution: America’s general officer corps. America’s generals have repeated the mistakes of Vietnam in Iraq. First, throughout the 1990s our generals failed to envision the conditions of future combat and prepare their forces accordingly. Second, America’s generals failed to estimate correctly both the means and the ways necessary to achieve the aims of policy prior to beginning the war in Iraq. Finally, America’s generals did not provide Congress and the public with an accurate assessment of the conflict in Iraq.

McMaster believed that this cultural aversion to counterinsurgency lay at the heart of the difficult years in Iraq from 2003 until 2007. In the absence of a counterinsurgency doctrine, the Army fell back on what it knew: conventional style offensive operations designed to kill the enemy without protecting the population.

McMaster also understood that the Army’s predisposition toward offensive operations had been reinforced in the 1990s by a sort of operational “happy talk” that argued that the U.S. edge in emerging technologies, especially informational technologies, would permit the United States to conduct short, decisive, and relatively bloodless campaigns along the lines of the first Gulf War. The result was an approach that goes under the name of “rapid decisive operations” (RDO),

which will integrate knowledge, C2, and operations to achieve the desired political/military effect. In preparing for and conducting a rapid decisive operation, the military acts in concert with and leverages the other instruments of power to understand and reduce the regional adversary’s critical capabilities and coherence. The U.S. and its allies asymmetrically assault the adversary from directions and in dimensions against which he has no counter, dictating the terms and tempo of the operation. The adversary, suffering from the loss of coherence and unable to achieve his objectives, chooses to cease actions that are against U.S. interests or has his capabilities defeated.

McMaster firmly rejected the underlying notion of RDO that emerging weapons and information technology offered the promise of certainty and precision in warfare.

In April of 2003, just as the U.S. “shock and awe” campaign against the regime of Saddam Hussein appeared to have vindicated the assumptions of RDO, the Army War College’s Center for Strategic Leadership released McMaster’s monograph entitled “Crack in the Foundation: Defense Transformation and the Underlying Assumption of Dominant Knowledge in Future War” in which he argued that success during the Gulf War had led military thinkers to forget that war is, above all, a human endeavor.

McMaster examined the messier post-DESERT STORM operations of the 1990s, beginning with the debacle in Somalia, concluding: “What is certain about the future is that even the best efforts to predict the conditions of future war will prove erroneous. What is important, however, is to not be so far off the mark that visions of the future run counter to the very nature of war and render American forces unable to adapt to unforeseen challenges.” McMaster believed that what the advocates of “transformation” had ignored were precisely the sort of conflict that Iraq had become: protracted counterinsurgency and state-building efforts that require population security, security-sector reform, reconstruction and economic development, building governmental capacity, and establishing the rule of law.

McMaster assumed command of the 3rd ACR in June of 2004 as it prepared for its second deployment to Iraq. During its first deployment, the regiment had conducted classic “cav” operations while acting as an “economy of force” instrument in al Anbar Province. McMaster was one of those who wondered exactly why the United States was conducting economy of force operations in the area at the heart of the emerging Sunni insurgency.

Based on his observations while on Abazaid’s staff, McMaster had developed a firm understanding of the counterinsurgency strategy his regiment would have to implement. The sort of approach he envisioned would require the coordinated employment of all the tools of American power in Iraq: diplomatic, informational, military and economic. It would accept the precepts of classic counterinsurgency doctrine that the British had employed in Malaya during the 1940s and 1950s: that counterinsurgency warfare is twenty per cent military and eighty per cent political; that the focus of operations is on the civilian population—isolating residents from insurgents, providing security, building a police force, and allowing political and economic development to take place so that the government commands the allegiance of its citizens; and that a counterinsurgency strategy involves both offensive and defensive operations, but that the counterinsurgent should employ only the minimum amount of force necessary.

McMaster also realized that he would have to overcome not only the strong cultural aversion of the Army to counterinsurgency but also the organizational culture of his own unit, one organized and equipped for reconnaissance and screening, not for counterinsurgency operations in an urban setting.

One of the first things he did upon assuming command of the regiment was to draft a set of questions based on “lessons learned” during the first rotation to Iraq, which he distributed to the command. Then during a week-long “retreat,” he broke his officers and NCOs into teams that were instructed to address a particular issue: area security, tactics, human intelligence, the integration of Iraqi troops into operations, etc. Each group was required to prepare a paper on the topic as well as a briefing. These served as the basis for the regiment’s Mission Essential Task List (METL), one component of which was the mission essential training plan.

In the New Yorker of 10 April, 2006, George Packard describes how McMaster then trained the 3rd ACR for its return to Iraq:

In Colorado, McMaster and his officers, most of them veterans of the war’s first year, improvised a new way to train for Iraq. Instead of preparing for tank battles, the regiment bought dozens of Arab dishdashas, which the Americans call “man dresses,” and acted out a variety of realistic scenarios, with soldiers and Arab-Americans playing the role of Iraqis. “We need training that puts soldiers in situations where they need to make extremely tough choices,” Captain Sellars, the troop commander, said. “What are they going to see at the traffic control point? They’re possibly going to have a walk-up suicide bomber—O.K., let’s train that. They’re going to have an irate drunk guy that is of no real threat—let’s train that. They’re going to have a pregnant lady that needs to get through the checkpoint faster—O.K., let’s train that.” Pictures of Shiite saints and politicians were hung on the walls of a house, and soldiers were asked to draw conclusions about the occupants. Soldiers searching the house were given the information they wanted only after they had sat down with the occupants three or four times, accepted tea, and asked the right questions. Soldiers filmed the scenarios and, afterward, analyzed body language and conversational tone. McMaster ordered his soldiers never to swear in front of Iraqis or call them “hajjis” in a derogatory way (this war’s version of “gook”). Some were selected to take three-week courses in Arabic language and culture; hundreds of copies of “The Modern History of Iraq,” by Phebe Marr, were shipped to Fort Carson; and McMaster drew up a counterinsurgency reading list that included classic works such as T. E. Lawrence’s “Seven Pillars of Wisdom,” together with “Learning to Eat Soup with a Knife,” a recent study by Lieutenant Colonel John Nagl, a veteran of the Iraq war.

Sellars told me, “I don’t know how many times I’ve thought, and then heard others say, ‘Wish I’d known that the first time.’ ” The rehearsals in Colorado, he said, amounted to a recognition that “this war is for the people of Iraq.” Sellars, who grew up in a family of lumber millers in rural Arkansas, described it as a kind of training in empathy. “Given these circumstances, what would be my reaction?” he asked. “If I was in a situation where my neighbor had gotten his head cut off, how would I react? If it was my kid that had gotten killed by mortars, how would I react?”

McMaster’s standing orders to his soldiers stressed an important principle of counterinsurgency, the goal of which is to earn the trust of the population: treating Iraqis with dignity and respect. “Every time you treat an Iraqi disrespectfully, you are working for the enemy.” “Treat detainees professionally; do not tolerate abusive behavior.”

Return to Iraq

As the insurgency metastasized in 2005, the U.S military had three alternatives: continue offensive operations along the lines of those in Anbar after Fallujah; adopt a counterinsurgency approach; or emphasize the training of Iraqi troops in order to transition to Iraqi control of military operations. Gen. John Abizaid, commander of the US Central Command, and Gen. George Casey, commander of Multi-National Forces-Iraq (MNF-I), supported by Secretary of Defense Donald Rumsfeld and Chairman of the Joint Chiefs, Gen. Richard Myers, chose the third. 

But while transitioning to Iraqi control was a logical option for the long run, it did little to solve the proximate problem of the insurgency and the sectarian violence that it had generated. Based on the belief by many senior commanders, especially Abizaid, that U.S. troops were an “antibody” to Iraqi culture, the Americans consolidated their forces on large “forward operating bases” (FOBs), maintaining a presence only by means of motorized patrols that were particularly vulnerable to attacks by IEDs. This approach—sometimes called “commuter counterinsurgency”—ceded territory and population alike to the insurgents. McMaster, along with many other officers in Iraq believed this approach was a mistake. As McMaster clearly understood, security of the population is the fundamental basis of any successful counterinsurgency strategy.

The withdrawal of U.S. forces to FOBs also contributed to a “kick-in-the-door” mentality among American troops when they did interact with Iraqis. This undermined U.S. attempts to pacify the country and was completely at odds with an effective counterinsurgency approach. It was not until the appointment of Gen. David Petraeus as commander MNF-I in January of 2007 and the implementation of a new counterinsurgency doctrine in conjunction with a troop “surge” that the situation in Iraq began to turn around.

Upon arriving in Iraq in January 2005, 3rd ACR initially deployed to the South Baghdad area of operations where it operated for nearly two months. But in early April, Gen. Casey ordered the regiment to Tal Afar in an attempt to reverse the deteriorating security situation in western Nineveh Province. Its mission was to achieve “area security,” which involved not only such traditional cavalry operations as reconnaissance and offensive operations but also security of the population.

Tal Afar is an ancient city of 200,000 in western Nineveh Province 200 miles north of Baghdad and 50 miles west of Mosul, a city of 2.5 million. The population of Tal Afar is Turkman, of which 75 percent are Shia and 25 percent Sunni. In the fall of 2004, coalition and Iraqi forces had swept through the city but as the coalition presence was subsequently reduced, foreign fighters began to infiltrate into the region from nearby Syria and establish contact with local insurgents. With the collapse of Iraqi security forces in Tal Afar, the insurgents were able to intimidate the locals, turning the city and the region around it into an insurgent training area and staging base from which to launch terror attacks against Mosul. For instance in May of 2005, the enemy conducted over 210 attacks in Tal Afar—over 7 per day—which accounted for over ten percent of all attacks in the Iraq theater of Operations.  Most of these attacks were in keeping with AQI’s desire to create chaos and foment sectarian violence.

The city was important to both the insurgents and the coalition because of its location along routes that lead from Mosul to Syria.  By dominating Tal Afar and western Nineveh Province, the insurgents had access to external support in Syria.  The ethnic divisions in Tal Afar also provided an opening for al Qaeda in Iraq to foment ethnic and sectarian violence and create a chaotic environment, causing Iraq to fail and descend into civil war. 

According to McMaster, Tel Afar was a microcosm of Iraq as a whole:

[Here you had] the alliance of convenience between al-Qaeda and the former regime element of the insurgency. It is an area where the Iraqi Intel Service (IIS) was very strong because Saddam was worried about the Kurds and he was also worried about the Turkmen population. So, he hired a lot of people who were up there really just to intimidate and keep their eye on the population there in Western Ninewa Province. As I mentioned, there were really strong ethnic tensions between the Turkmen, the Kurds, and the Sunni Arabs and al-Qaeda in Iraq, in particular, and its two main organizations up there, Khatab Razul Allah and the “Battalions of the One True God.” So, they really capitalized on that by doing everything they could to foment ethnic violence between Kurds and Sunni Arabs, but especially sectarian violence between Shia Turkmen and Sunni Turkmen, and they were able to initiate sort of a cycle of sectarian violence in Tal Afar, in particular, that sort of thrust that city into chaos and essentially choked the life out of that city. In many ways, you could already see the same tactics that they would apply to other communities, other mixed sectarian communities, Samarra, for example, and then sort of Baghdad being the most dramatic and large scale example of the effort to incite sectarian conflict to create conditions of chaos under which the enemy can then operate more freely and gain control of areas in the wake of the collapse of security forces and so forth. So, they applied that approach all through Ninewa Province and largely succeeded in gaining control of Western Ninewa, which had advantages for them based again on wanting to set conditions for civil war in the long term. I mean, their long term strategy was essentially based on the Afghanistan analogy, after the Soviet forces withdrew, the conditions were set for civil war and what the Takfiris [Muslims who accuse other Muslims of apostasy] affiliated with al-Qaeda wanted was then the opportunity to support one faction and then gain control of the area. It was also an area where Ansar al-Sunna was very strong and that was the umbrella organization that sort of subsumed within it the Takfiris affiliated with al-Qaeda as well as the former regime element of the insurgency.

And this area is conducive to those sort (sic) of efforts because you have an ethnic minority here:  the Turkmen.  You have – that – ethnic minority is further divided between a majority of Turkmen Sunna and a minority of Turkmen Shi’ia.  And this city of Turkmen exists in an area that also includes other ethnic and sectarian groups, including Sunni Arabs and Izedis, and then also Kurds in the region.

So the enemy moved into here to establish this support base and safe haven.  They also moved into this area because there’s very dense urban terrain in the city of Tal Afar.  It’s difficult for our forces, organized as we are as a mechanized force, primarily, to access these areas.  And so the enemy went into this safe haven and used it not only to access sources of external support, but they also used this area to train, organize, and equip their forces for employment not only locally here in Tal Afar, but without (sic) the region and potentially throughout the country.  So it was very important for us to deny the enemy the ability to use this safe haven and to terrorize this population.

The situation that McMaster faced is described by Packard in the New Yorker:

By the time two squadrons of the 3rd A.C.R. reached the outskirts of Tal Afar, in the spring of 2005, the city was being terrorized by takfirin—Sunni extremists who believe that Muslims who don’t subscribe to their brand of Islam, especially Shiites, are infidels and should be killed. The city was central to the strategy of the Jordanian terrorist Abu Musab al-Zarqawi; Tal Afar had become a transit point for foreign fighters arriving from Syria, and a base of operations in northern Iraq. Zarqawi exploited tribal and sectarian divisions among the city’s poor and semiliterate population, which consists mostly of Turkmans, rather than Arabs….The mayor was a pro-insurgent Sunni. The police chief, appointed by the government of Prime Minister Ibrahim al-Jaafari, was a Shiite. His all-Shiite force was holed up in an area of high ground in the middle of the city known as the Castle, which is surrounded by sixteenth-century Ottoman ramparts. Unable to control the city, the Shiite police sent out commandos (McMaster described them as a “death squad”) to kidnap and kill Sunnis. Outside the Castle, radical young Sunnis left headless corpses of Shiites in the streets as a warning to anyone who contemplated cooperating with the Americans or the Iraqi government. Shiites living in mixed neighborhoods fled. “The Shia and Sunni communities fell in on themselves,” McMaster said. “They became armed camps in direct military competition with one another.”

McMasters’ ultimate goal in Tal Afar was to establish the conditions “for enduring security in these areas with capable and legitimate security forces that can withstand the intimidation and coercion of the enemy.” 

McMaster revealed his way of thinking about Tal Afar to Packer of the New Yorker. “When we came to Iraq, we didn’t understand the complexity—what it meant for a society to live under a brutal dictatorship, with ethnic and sectarian divisions. When we first got here, we made a lot of mistakes. We were like a blind man, trying to do the right thing but breaking a lot of things….You gotta come in with your ears open. You can’t come in and start talking. You have to really listen to people.” He also told Packer, “It is so damn complex. If you ever think you have the solution to this, you’re wrong, and you’re dangerous. You have to keep listening and thinking and being critical and self-critical. Remember General Nivelle, in the First World War, at Verdun? He said he had the solution, and then destroyed the French Army until it mutinied.”

This flexibility of mind served the 3rd ACR well during the Tal Afar operation. For three months, the regiment, operating from dispersed locations throughout the AOR, employed cordon and search operations to squeeze the insurgents out of the villages around Tal Afar, e.g. Biaj, and Avgani, and interdicted infiltration routes from Syria. This was not an easy task, given the fact that McMaster’s AOR spanned 33,000 square kilometers and included 278 kilometers of the Syrian/Iraqi border, including the only legal port of entry from Syria at Rabiyah.  During this period, the regiment also became acquainted with the 83 tribes that called western Nineveh Province home.

In preparing to assault Tal Afar the 3rd ACR did not “hunker down” on a large FOB. McMaster was critical of the idea that the Americans should reduce their footprint and engage in “commuter counterinsurgency.” He fully understood the consequences of this approach:

What happened, obviously, in 2004 was that al-Qaeda in Iraq (AQI) and their associated former regime element based insurgent organizations decided to attack these nascent Iraqi Security Forces before they had the resiliency to withstand those kinds of attacks and intimidation and you see a very deliberate campaign to do that. I mean, you can see it with the large scale bombings of police recruiting stations and then the relentless attacks on Iraqi Security Forces in Ninewa Province when we were focusing in Anbar in November in preparation for Fallujah II. Ninewa essentially becomes destabilized as police forces collapse and the border police force and the Iraqi Army formation at Kisik all collapse between the summer and fall of 2004 in a very concerted campaign to establish control of an important area, important because of the ethnic, the sectarian, the tribal dynamics that are conducive to jumpstarting the kind of civil war al-Qaeda wants to start in Iraq and also as an area that gives them access to support into Syria, where the external regime of Saddam resided, as well as being a principal source for suicide bombers and foreign fighters affiliated with al-Qaeda, recruited and moved into the country by al-Qaeda. So, you know, the enemy recognized, and I think Zarqawi says so I think in a letter in October 2003, that, “Once these security forces become strong, we are screwed.” So, they went after these security forces and because we were maybe too focused on getting out and reducing our footprint we left these security forces before they had the ability to withstand this intensified enemy action.

“Commuter counterinsurgency” was the result of what McMaster called a “raiding mentality” arising from the RMA-“transformation” concepts of the 1990s:

But, in the 1990s, as we were abandoning the whole idea that you need to conduct security operations, which was all tied to this defense transformation BS of the 1990s and this belief that technology can lift the fog of war and that warfare was network centric now and really to solve the problem of future war you just had to do this nodal analysis of your enemy, conduct surveillance, and then attack targets. Targeting became tactics and it became interchangeable and our whole planning process became very process driven. I mean, we really got infected with a lot of bad ideas in the 1990s and the Army embraced a lot of these bad ideas. FM 1, developed in the late 1990s, couldn’t have been further off the mark in terms of the true nature of combat on land. So, I think we just really bought into what has now been revealed as kind of this nonsensical idea of the nature of conflict. In the 1990s, people were saying, “You will never do movements to contact anymore because you are going to know everything about the enemy.” Well, hell. On every mission, in every moment of the mission on the attack to Baghdad, it was a movement to contact. And we have written security operations out of our doctrine, while, in both wars, in Afghanistan and Iraq, that is what we do every single day in both places. So, I think what happened in this period of time was this nodal analysis type thing, which is really Air Force doctrine, a sort of strategic bombing doctrine in a new form, got grafted into the Army and developed what I call kind of a raiding mentality, that you can achieve your objectives in war by raids, which by definition are of short duration for a specific purpose with a plan to withdraw. So, the idea was that you could use your specialized intelligence collection capabilities and then, based on that intelligence picture you developed with sensitive capabilities, you could raid and then win in a counterinsurgency, which, if you read and think about previous experiences in counterinsurgency campaigns and also just pay attention to what the enemy is doing in Iraq, you would recognize that kind of approach isn’t going to work and what is necessary is an approach that relies mainly on area security and a broad counterinsurgency approach to the problems. So, I think there were some people who may have been more biased, and this is an oversimplification, obviously, to a raiding approach to solving the problems in Iraq.  

As McMaster’s 3rd ACR pacified the villages around Tal Afar, the insurgents in the city resorted to more extreme measures of intimidation against the population. Nonetheless, by August, insurgent attacks numbered only three per day, down from seven per day in May. Meanwhile, on the advice of the Iraqi army, the 3rd ACR constructed an eight-foot high thick dirt berm around the city that restricted traffic to a few checkpoints.

In September, having prepared the battlefield, McMaster rolled into Tal Afar with an overwhelming force of 5,000 Iraqi and 3,800 American soldiers, including 2nd battalion, 325th Parachute Regiment, a battalion of the 82nd Airborne Division, quickly killing or capturing 300 insurgents. Then, slowly and systematically, the 3rd ACR extended security throughout the city, avoiding the “whack-a-mole” syndrome that affected so many other operations during that time in Iraq. The operation was an example of what then-Secretary of State Condoleezza Rice called “clear, hold, build.” 

We phased the operation like that, obviously, to isolate the enemy from external support and to contain the enemy in Tal Afar. Then the “clear” phase was the major combat operations phase and the key thing, I mentioned some of the shaping activities that we had to do prior to the operation, was getting all our resources allocated and ready to apply after we were able to defeat the enemy in Tal Afar to ensure that we could impose enduring security there and we could position capable and legitimate security forces in all neighborhoods of the city so that the security improvements could be sustained and strengthened over time, while, at the same time, rekindling hope among the population to create more stakeholders in the improved security situation, which was a lot of the short term reconstruction effort that we did on the backside of the operation.

American and Iraqi soldiers moved block by block into the city, encountering heavy resistance. Ultimately, the regiment lost twenty-one soldiers in northwestern Iraq, and one platoon suffered a casualty rate of forty per cent. McMaster understood that while an insurgency cannot be defeated by strictly military means, it is still necessary to kill and capture those who need to be killed and captured. “The ability to carry the fight to the enemy is the ‘buy-in’ for any unit. But in a counterinsurgency, firepower must be disciplined, deliberate, and discriminating.”

The regiment pushed into Surai, the oldest, densest part of the city, which had become the base of insurgent operations. Heavy fighting raged for several days. Most of the civilians in the area, who had been warned of the coming attack, fled ahead of the action (of course, an unknown number of insurgents escaped with them), and though many buildings were demolished, the damage to the city wasn’t close to the destruction of Fallujah in November, 2004.

McMaster observed that the battle in and around Tal Afar “was a squadron and below fight.” As a regimental commander he had to establish the conceptual foundation for what his subordinates were doing, to provide resources to his subordinate organizations, to ensure that units were cooperating, to “visualize and resource the development” of Iraqi forces. He also saw it as his responsibility to help in the establishment of the rule of law in the city, to reestablish basic services, and address the grievances of the community that arose as a result of the fighting. “But, really, the guys were making it happen, our squadron commanders and troop commanders and platoon leaders.”

McMaster also praised the courage of the elements of the Third Iraqi Division, with whom the 3rd ACR operated. “They were very good at doing certain things, such as ‘reading’ the situation, where we came up short. On one occasion, it was an Iraqi soldier who realized that a man walking with some children as civilians evacuated the city, was in fact an insurgent. He had told the children that if they did not keep quiet, he would kill them.”

While heavy fighting continued, the commander of the first squadron of the regiment to reach Tal Afar, Lt. Col. Chris Hickey, was becoming familiar with the local power structure, spending many hours over several months with sheiks from Tal Afar’s dozens of tribes: first the Shiite sheikhs, to convince them that the Americans could be counted on to secure their neighborhoods; and then the Sunni sheikhs, many of whom were passive or active supporters of the insurgency. By doing so, Hickey came to understand the social intricacies of Tal Afar’s neighborhoods, so that his men would know how a raid on a particular house would be perceived by the rest of the street.

McMaster himself met with sheiks and clerics who had ties to the insurgency and apologized for past American mistakes. But then he admonished them that “the time for honorable resistance had ended.” As McMaster describes it:

Well, Lieutenant Colonel Chris Hickey did a tremendous job with the Tal Afar leaders, in the Sunni community in particular, and I became more and more involved with that as Operation Restoring Rights came closer, and we were able to make it clear to the population that this was not an attack on Tal Afar. This was an operation for Tal Afar, for the people of Tal Afar, to restore their lives to a degree of normalcy, to have a better life for their kids, to restore basic services, and to address other grievances, like the reconstitution of the police force, for example.

Having successfully achieved the objective of clearing the city of insurgents, the 3rd ACR now began to implement the “hold” phase of the Tal Afar operation.  The regiment maintained a continuous presence in Tal Afar by establishing some thirty joint U.S.-Iraqi combat outposts throughout the city of fifteen square kilometers, approximately one outpost for every five or six city blocks. As one of McMaster’s officers said, “There are two ways to do counterinsurgency. You can come in, cordon off a city, and level it, à la Fallujah. Or you can come in, get to know the city, the culture, establish relationships with the people, and then you can go in and eliminate individuals instead of whole city blocks.” The second way requires patience and is often at odds with the basic instincts and training of soldiers. As another officer remarked, “The tedium of counterinsurgency ops, the small, very incremental gains—our military culture doesn’t lend itself to that kind of war. There are no glorious maneuvers like at the National Training Center, where you destroy the Krasnovian hordes. It’s just a slow grind, and you have to have patience.”

Establishing population security paid benefits in other ways. According to McMaster, “we were able to gain access to intelligence here by a very good relationship with the people, who recognized this enemy for who they are and were very forthcoming with human intelligence. In one raid…were able to capture 26 targeted individuals, some of the worst people here in Tal Afar, within a 30-minute period. And the enemy began to realize this isn’t working either, they can’t hide in plain sight anymore.”

Once the fighting died down and 3rd ACR had established a permanent presence in Tal Afar, McMaster initiated the “build’ phase of the operation.

[We used] our Commander’s Emergency Response Program (CERP) money for initial cleanup and then for other key activities to reestablish normalcy, to get markets back open and to fix and repair roads. We bought all the transformers, for example, to reestablish electricity across the city. So, within like two weeks of the operation, whereas before only about 30 percent of the city had electricity, 100 percent of the city had electricity. We had purchased water trucks so we could run clean water while we fixed the big water mains and everything in the city. So, again, where only about 30 percent of the city had clean water before the operation, immediately after the operation 100 percent of the city had clean water and then over the period of the next two months all the water mains were repaired and so forth as well. These kinds of activities were really important.

All the schools were refurbished and reequipped with new furniture and blackboards. We were able to get the Director General from Mosul out so that the instructional materials were there and he hired 70 new teachers so that when schools reopened, about a month after the operation, they had adequate teachers and that part of community life was normal again. We were able to secure the slots for police training in Jordan. MNSTC-I, again, helped us tremendously in giving us priority for those slots. And when we recruited the police, if you remember that I told you that only three guys showed up before the operation, thousands showed up after the operation, after we were able to lift the pall of fear off the community. People came forward; we screened those people very thoroughly; we sent them for a week of military training at Kirkuk for basic weapons competency and a sort of weeding out of guys even more, putting them through a rigorous program; we sent them to Jordan; and then we were able to get them money so that when they came back from Jordan we gave them their first pay right on the spot. We gave them two weeks leave, they came back, and then they went to Kisik with the Iraqi Army, which was one of the ways to integrate the army and the police. The army helped train the police. So, we did collective training with the new police force in about a 10 to 12 day program, I can’t remember exactly, at Al Kisik, and then introduced units of police into these new police stations. But, all this stuff had to be planned before the operation so that when the operation was over it was all ready to go.

Ideally, what we wanted to do [with CERP money] was to provide the infrastructure and to reconstruct the infrastructure in a way that it would have enduring effect in the community and that it would help clarify our intentions and win on the battleground of perception and so forth, address the basic needs and grievances of the community, and reduce the pool of public discontent and support for the insurgency. So, we really just wanted to have enduring effects. For instance, digging wells for clean water in the western part of the AO was a high impact endeavor, schools were always very important to everybody within the community, as was electricity. So, we used it mainly for basic services.

But according to Bing West in The Strongest Tribe, “McMaster’s real success was not clearing and holding the city by setting up out posts,” but by “overcoming the sectarian feud” that had previously rent the city.” McMaster removed Tal Afar’s corrupt Shia police chief and his 133 handpicked deputies and replaced them with a balanced Shia-Sunni police force of 1,700 men.   He also provided money to be distributed by a joint Shia-Sunni city council. “Both the city leaders, who gained power through control of the purse, and the population, who gained security and services, had an incentive to oppose those who supported a return of the takfiris.”Well, Lieutenant Colonel Chris Hickey did a tremendous 


The security situation in Tal Afar deteriorated after the departure of the 3rd ACR. In April of 2007, a truck bomb in the Shia section of the city killed over a hundred and fifty people. A retaliatory attack resulted in the death of 70 Sunni. While sectarian violence has continued, the city has neither reverted to AQI control nor suffered the level of violence that existed there before the arrival of the 3rd ACR.

McMaster was not directly involved in the drafting of the 2006 Army-Marine Corps counterinsurgency manual, FM 3-24, which provided the template for the “surge” implemented by Gen. David Petraeus beginning in January of 2007. However, McMaster was asked to comment on early drafts and chapter 5 of the manual uses the Tal Afar operation as an example of how to execute a “clear, hold, build” counterinsurgency operation. Tal Afar also provided the model for the successful clearing of Ramadi, which began the turnaround in al Anbar Province.

McMaster’s Tal Afar operation and similar ones in al Anbar Province demonstrated that individuals and units within the Army and Marine Corps could learn and adapt on their own to changing circumstances. McMaster was able to see what needed to be done to achieve success in the context of a counterinsurgency situation, develop a vision for his regiment’s operation in Nineveh Province, and then implement it.


Owens interview with BGEN H.R. McMaster, 9 June 2009.

McMaster, Press Briefing on Overview of Operation Restoring Rights in Tal Afar, 13 September, 2005,

After Action Report, “The 3rd Armored Cavalry Regiment in Operation Iraqi Freedom III.”

Interview with Col. H.R. McMaster, 7 January 2008, Contemporary Operations Study Team, Combat Studies Institute, Fort Leavenworth, KS.

George Packard, “Letter from Iraq,” The New Yorker, 10 April, 2006.

Tom Ricks, The Gamble: General David Petraeus and the American Military Adventure in Iraq, 2006-2008, New York: Penguin, 2009.

Bing West, The Strongest Tribe: War, Politics, and the Endgame in Iraq, New York: Random House, 2008.

Mackubin Thomas Owens, “Renegotiating the Civil-Military Bargain After 9/11,” Tom Donnelly, ed., The War We’re In: AEI Studies in Land Power, Washington, DC: American Enterprise Institute, 2009.