U.S. Army 1st Infantry Division, 3rd Brigade Pvt. Akio Ellis, of Cleveland, OH, discusses soldiers killed in action during an interview Camp Warhorse, in Baqouba, Iraq, Wednesday, July 21, 2003. The number of U.S. troops killed in Iraq reached 900 on Wednesday amid an insurgency that just won't die, leaving many American troops in the field wondering if they are going to be next. (AP Photo/Jim MacMillan)

BAQUBAH, IRAQ - From the roof of a gutted, four-story building, U.S. Army Cpl. Omar Torres peered through his M-4 rifle's thermal sight onto Canal Street, a pockmarked stretch of road running alongside a muddy waterway that meanders through this volatile city.

It was 2 a.m. on June 24, and stifling hot. Corporal Torres's sniper team was looking for insurgents planting road bombs, a persistent killer in Baqubah, with scores last month alone.

From out of the shadows 500 yards below, two men with rifles slung over their backs approached the road carrying a box. One knelt down, digging in the dirt shoulder. The snipers delicately adjusted their rifle, and fired.

Through his sight, Torres watched the kneeling figure crumble. The second man quickly reached down to continue planting the bomb, only to be felled moments later.

At that early hour, Torres had no idea of the scale of the attack that was coming at dawn.

He couldn't know that these two men were among many who were preparing one of the most sophisticated attacks yet on U.S. troops and Iraqi government forces.

Baqubah is as close to a front line as it gets in Iraq's messy, urban guerrilla war. A fiercely contested city of 292,000, it is a key stronghold and way station for insurgents headed 35 miles southwest to Baghdad and beyond. On the western edge of the Sunni Triangle, it lies just 60 miles from the Iranian border.

On June 24, hundreds of insurgents mounted a complex ambush unlike any the U.S. military here had seen: a particularly lethal alliance between foreign Islamic extremists loyal to Abu Musab al-Zarqawi and Baqubah's estimated 1,000-strong homegrown insurgency led by disgruntled Iraqi officers, Baathists, and Sunni tribesmen.

U.S. commanders assert the bold attack backfired, leaving scores of insurgents dead and stirring a rift between local fighters and the Zarqawi network, which claimed credit.

Yet the drawn-out battle also shows the potential in troublespots like Baqubah for an unsettling stalemate between U.S. forces unrivaled in firepower and a maturing network of insurgents able to manipulate a passive population, strike, and slip away to fight another day. U.S. commanders acknowledge that as their troops pull back, insurgents in cities such as Fallujah, Ramadi, Samarra, and Baqubah will work to continue the cycle of violence, exploiting the weakness of Iraq's fledgling government and security forces while recruiting and intimidating the people.

"We think the enemy is regenerating," says Col. Dana Pittard, commander of the 1st Infantry Division's 3rd Brigade that oversees Baqubah. In a day of pitched fighting, recounted to the Monitor, U.S. soldiers confronted the worst chaos of urban combat.

By morning's light
The first light was breaking at 5:30 a.m. as 1st Lieut. Max Stroud and his platoon of Bradley Fighting Vehicles rumbled toward Mufrek traffic circle in western Baqubah on a mission to clear road bombs, or IEDs. Like other North Carolina guardsmen of the 30th Brigade, an irreverent bunch of infantry veterans, Lieutenant Stroud considered the sweeps "pretty boring." But just as they paused to turn off their night-vision devices, Stroud saw the first volley of heavy machine-gun fire shoot in front of his Bradley. He ducked into the turret, expecting a brief engagement. Within seconds, though, the crescendo and accuracy of fire told him he and his buddies from "Old Hickory" faced the fight of their lives.

Machine-gun rounds were pinging off the hatches, while rocket-propelled grenades (RPG) slammed into the vehicles. A daisy chain of road bombs blew up around them, obscuring their view.

"We pushed through to get out of the kill zone, then I received an order to stay in contact, so we turned around and went back, shooting at everything we could find," Stroud says.

But the gauntlet of enemy fire worsened; soon the main guns on all three of his Bradleys were ineffective. They fixed one turret with an 8-lb. sledgehammer, and lurched again through the ambush.

Back at their base, Sgt. 1st Class Chad Stephens, sergeant of Stroud's sister platoon, was awoken at 6 a.m. by a shout from his commander, Capt. Christopher Cash of the 1-120th infantry's Alpha Company. "Third platoon's under attack!" Sgt. Stephens, a Gulf War veteran from Jacksonville, N.C., roused his men.

Within minutes of leaving the gate with five more Bradleys, they began taking sniper and RPG fire "from everywhere," Stephens says. "Button up," Captain Cash radioed. Seconds later, he looked out to make sure the hatches were closed and was fatally shot in the head. Two Bradleys left to evacuate the commander, leaving Stephens's vehicle and two others to fight past Mufrek circle and move east to secure the Twin Bridges leading to the heart of Baqubah and the governor's house.

As they advanced, they took intense fire from enemy positions that lined the route. "You could hear the rounds popping and ricocheting off the turret," says Spec. Jeffery Walton, an infantryman. Suddenly, an armored piercing RPG blasted in. It hit the gunner, Spec. Daniel Desens, knocked out the radios, and ignited high-explosive ammunition. "My eyes were on fire," said Walton, who, with five others, was hit by shrapnel and choking on smoke and gas.

As the smoke cleared, Walton saw his best friend, Specialist Desens, motionless in the turret. Disoriented, the Bradley's driver turned around and headed back into the fight, stopping only when a soldier screamed at him to go the other way. Its gun disabled, the Bradley limped forward. "Just one big target," Stephens said.

After the three Bradleys pulled into low ground between the bridges, Stephens jumped out. Wearing no body armor, he rushed under fire from passing cars to pull the wounded gunner from the turret. The platoon's medic, Spec. Ralph Isabella, a businessman from Slippery Rock, Pa., rushed over and saw Walton and other wounded soldiers walking around dazed.

"Doc! Doc! Dan's hit bad!" Walton shouted. As soon as Specialist Isabella saw the gunner, all noise faded into "battle deafness" as he labored to save his friend. His focus was broken only when bullets kicked up dirt behind him. He turned and saw a man in black rushing at them shooting until the GIs cut him down.

His Bradley now full of wounded, Stephens was leading the convoy through downtown when another RPG exploded inside, ripping his gunner's back with shrapnel and singeing Stephens's eyelashes shut. Pulling his eyelids open, he saw his gunner bleeding on the floor. "Rivera!" Stephens shouted, shaking him. "They're still shooting. You have to fight!" he said, helping him crawl into his seat.

By the time the crippled platoon reached a U.S. base, Desens was dying. "I didn't anticipate them being that organized," says Stephens, who's been nominated for a Silver Star. "They are getting smarter every day."

Unparalleled precision
At Forward Operating Base Warhorse, on the edge of Baqubah, Maj. Brian Paxton scanned live imagery of the attack from a drone hovering over the battlefield.

For Major Paxton, fire-support officer for the 1st Infantry Division's 3rd Brigade, the magnitude and precision of the ambush was unparalleled. As the guardsmen struggled through central Baqubah, Paxton was responding to multiple mortar and rocket strikes on the base, as well as guerrilla attacks on government buildings across the city.

By 8:30, insurgents with Syrian and other foreign accents had overrun two police stations stealing 140 AK-47s, 30,000 rounds of ammunition, uniforms, and at least one police truck. Then they raised over the stations Zarqawi network flags, black banners with gold discs and the words Unity and Holy War. A half-hour later, insurgents attempted to assassinate Baqubah's police chief, Waleed al-Azzawi, who escaped to the roof only to have his house set ablaze. "Foreigners went after the police stations while using locals as cannon fodder to slow us down," says Maj. Kreg Schnell, the brigade intelligence officer. "[They want to] discredit the coalition and remove capable people."

Still, Iraqi police and Iraqi National Guard (ING) responded with surprising tenacity, if not tactical skill. During unrest in Baqubah in April, the police had stripped the ranks off their uniforms and ran, while guardsmen shrank into buildings. Now, they stood their ground beside GIs, suffering dozens of casualties and taking the offense. "We shoot for you!" ING Sgt. Ali told the Americans after emptying his AK-47.

Ultimately, it took a barrage of U.S. munitions to begin turning the tide. "The only tool in my toolbox I didn't use that day was naval gunfire," says Paxton.

Some 30 insurgents were stationed in buildings near the stadium in eastern Baqubah, apparently to obstruct U.S. forces from reaching downtown. Rather than clear the buildings - two vacant schools and a swimming pool - Colonel Pittard decided to demolish them with four 500-lb. bombs. Soldiers later searched the area and found large stockpiles of rockets, grenades, and two car bombs.

Back at the checkpoint, the ING soldiers heard the explosions and began dancing around and slapping high fives. "Do it again! Do it again!" shouted Sgt. Ali.

At midmorning, tank company commander Capt. Paul Fowler received a mission: Fortified enemy positions still threatened the main road and bridge into town, with possible reinforcements on the way. Tanks were needed to take control.

Captain Fowler and his men from Alpha Company 2-63 had slept only an hour since an all-night raid outside Baqubah. They rushed to load high-explosive rounds into their tanks' main guns.

By about 11 a.m., Fowler was riding in a Humvee in the middle of a column of six tanks and four M-113 armored personnel carriers along the same road where insurgents had battered the North Carolina guardsmen at daybreak.

Within minutes, they were hit by what Fowler later described as an almost perfectly choreographed attack. A ring of road bombs exploded, followed by well-aimed rounds of armor-piercing RPGs targeting the tanks. Then insurgents opened up with machine guns, covering fighters who ran yelling toward the vehicles in a suicidal bid to throw grenades into the open hatches. Wearing turbans and checked headresses, some fighters came within yards before the Americans shot them.

"It was a textbook linear ambush," says Fowler, initially in disbelief. "This was a well-trained, well-disciplined enemy," he says, adding: "There was definitely someone in charge."

Baqubah, meanwhile, was a ghost town, its usually bustling streets abandoned by residents who - out of intimidation or anti-American fervor - allowed their shops, apartments, and balconies to be hijacked by insurgents.

As the column pressed through a mile-long kill zone, insurgents focused their fire on halting the lead tank, which was punched with seven RPGs. In a running battle, they expended their ammunition, fell back, and attacked farther south, resupplied by trucks filled with RPGs and AK-47s that zipped down the alleys.

"Speed up, there's a guy with an RPG on the right," Sgt. Luis Avila, Fowler's gunner, shouted to the driver. Sergeant Avila wheeled his .50-caliber machine gun around but a bullet jammed it, so he grabbed his M-16 rifle and kept shooting.

Behind them, Sgt. 1st Class Ricky Cliatt passed out from a concussion when an RPG hit his M-113, throwing the crew on the floor. Still, the column rolled on, with main tank guns blasting through walls to destroy machine-gun positions.

"The insurgents threw everything they had at us," says Fowler. "They wanted to take control of a city and show they could beat the Americans." An Iraqi family decides to flee

As battles flared along the streets near his home in central Baqubah, Abdullateef Ibrahim, the director of electricity for Diyala Province, faced a dilemma. One of the first in Baqubah to aid occupation forces, Mr. Ibrahim knew he was a target for the insurgents. Seven months earlier, he narrowly escaped an assassination attempt that riddled his car with bullets. "It was a miracle," says Ibrahim, a slight man with a deeply creased face. Afterward, one of his five daughters, Anaheed, began writing prayers for him on pieces of paper and slipping them into his pockets.

Now, Ibrahim had to decide whether his wife and six children were safer staying with him or going to his brother in Baghdad. Ibrahim's nephew was pressing to drive the family to the capital. At first, Ibrahim hesitated. But as the fighting intensified, he changed his mind. "The children were very afraid," he says. "When I saw the shelling was really heavy, I agreed to give him a small sedan."

He pulled to his chest his sobbing youngest daughter, Afnan, and 8-year-old son, Yousif, trying to comfort them. Then he helped the family crowd into the car.

At noon, he watched them drive into the smoldering city - his nephew, children, and childhood sweetheart, Saadia - until they were out of sight.

A speeding car
The 2-63 tank company regrouped north of Mufrek Circle to evacuate its wounded and repair a disabled tank. Then, just after midday, Captain Fowler's worst threat seemed to materialize.

A few blocks south, a small sedan pulled out of an alley where the enemy had been, turned, and sped down the road toward three halted tanks. The Americans were riveted by one thought: car bomb.

One tank fired warning shots. The sedan stopped briefly, but then sped directly toward the tanks, Fowler says. The tank then shot the car's engine, which caught fire. Still, the car careened on. Fowler gave the order to engage. The car crashed into one tank and spun off sideways. Expecting a detonation, the tanks pulled back. Instead, a figure wearing black climbed out of the broken front windshield on the passenger side and ran toward the tanks, only to be gunned down. For a long time, no one approached the burning car or the body, which lay exposed in a pool of blood.

In search of his family
An hour after his family left, Ibrahim phoned his brother in Baghdad. The family hadn't arrived. Another hour passed and still, no sign of them. Frantic, Ibrahim asked a friend to go with him to Baghdad. On the way, he passed the charred remains of a car. Ahead was a U.S. tank. "Don't go there, or they will attack us," he warned. His friend turned back and again they passed the burned car. This time, Ibrahim noticed a cloth spread next to it.

Reaching Baghdad, Ibrahim rushed to greet his brother, whose face told him everything. "Please go to the [Baqubah] hospital," he asked his friend. After what seemed an eternity, his brother's phone rang. "Lateef," his friend said, "your family is here. You lost your family."

Streets spring back to life
The evening call to prayer wafted from the mosque, and, as if on cue, Baqubah's residents reappeared on the streets. Vendors opened roadside stands and began selling watermelon and sodas. Children ran and laughed, fearlessly approaching hot, exhausted U.S. troops to ask for candy and water. The police chief was escorted back to his station. Some 60 insurgents lay dead in Baqubah's streets; the rest slipped away down back alleys and through palm groves. Ibrahim went to the hospital, and was told that the cloth he had passed by on the road next to the burned car had covered the body of his wife, Saadia.

Fowler returned with his men to his base. He learned soon afterward that he was subject to an Army investigation into the death of Ibrahim's family.

A quieter city
Baqubah has seen no major flare-ups since late June, although a string of bombings has killed several people, perpetuating a climate of fear. U.S. officers here and elsewhere in Iraq consider this a lull, with more spectacular attacks in the works.

Their long-run strategy is to shore up Iraqi security forces, while employing tens of thousands of young men, essentially outrecruiting the insurgents. Yet this requires money, now in short supply, and time.

This month, Army officials cleared Fowler and the military of any blame for the family's death, saying it resulted from the insurgents' attack. Indeed, insurgents and terrorists have killed hundreds of civilians. The Americans offered Ibrahim more than $5,000 to "express sorrow."

Fowler, the father of two and son of a Baptist pastor, is torn over the deaths. "I gave the order to engage, and I have to live with the fact for the rest of my life that I killed innocent people," he says quietly. But, he adds, "to the day I die, I will believe there was hostile intent or some ulterior motive that drove them to conduct themselves the way they did."

Prayer for the future
Ibrahim tells stories about his children, burying his bitterness with the hope that somehow their deaths will "serve humankind."

"I pray to God that this family will be the last victims in Iraq," he says, wiping away tears. "I don't want to punish the killer of my children. I want only to show him a film of Afnan reading her [prizewinning] poem, and to translate her words:"

"I would like to bring all the world into my small heart, and make all those who can make decisions agree with my opinion. I know sometimes they are like children, like me and Yousif, fighting about very small things." - Afnan.