The city of an-Najaf, Iraq, is a provincial and market center located on the western branch of the Euphrates River approximately 100 miles south of Baghdad. Its population (prewar) of 563,000 expands at times with pilgrims to this important center of Islamic scholarship and theology. It is the location of several significant shrines for Shi'a Muslims and boasts one of the largest cemeteries in the world. Its more recent history has been marked by conflict of a political nature as the place of exile for Ayatollah Khomeini and site of the assassination of Ayatollah Mohammad Sadiq. It served as the location of Shi'a resistance to perceived political oppression and was a place of battle once more in 2004. This is a "battle study" written purposely from the perspective of the Marines, soldiers, and sailors who fought at an-Najaf in August 2004. Some context is needed to fit these events within the evolution of the campaigning in Iraq in 2004. The Americans deployed to al-Anbar and an-Najaf Provinces, faced a variety of threats as Iraq attempted to again govern itself. Threats were from disparate sources, including Sunni fighters in Fallujah and Shi'a fighters in Najaf. Behind each was the possibility of al-Qaeda in Iraq or criminal exploitation of any disruption of Coalition efforts to establish responsible Iraqi Government. This complexity of threats did not lend itself to easy solutions. In March 2004, Lieutenant General James T. Conway's I Marine Expeditionary Force was faced with an outbreak of Sunni insurgency in Fallujah. At the same time, a Shi'a uprising took place across Iraq, including Baghdad, Najaf, an-Nasiriyah, al-Kut, al-Amarah, and Kirkuk. The fighting spread to Karbala, Hillah, and Basrah with attacks on Iraqi and Coalition outposts. This fighting dropped off in June with the establishment of the Iraqi Interim Government of Prime Minister Ayad Allawi, but the menace of further violence remained. The Multi-National Force-Iraq, under General George W. Casey Jr., USA, felt that before the Iraqis could be responsible for security in each province, the centers of violence had to be dealt with by a "clear-hold-build" approach. Baghdad, Fallujah, and Najaf were thus targeted. When Muqtada al-Sadr fomented another uprising in August, the recently arrived 11thMarine Expeditionary Unit found itself assigned to quell the uprising in Najaf. It would be reinforced for this effort by two U.S. Army and four Iraqi Army battalions. The narrative that follows documents this effort from the small unit level. The importance of the close relationship between political and military force is emphasized. The intent is to provide a view of combat for the education and training of Marines who might face similar circumstances.