This operation was initially named Phantom Fury by DoD. It was later renamed Operation al-Fajr (Arabic for Dawn) by the Iraqi Defence Minister.

An estimated 10,000-15,000 American troops launched Operation Phantom Fury in Fallujah on November 8, 2004. This followed weeks of aerial bombardment by U.S. planes. A number of trained Iraqi forces also particpated in the operation. U.S. commanders expected about 2,000 members of Iraqi Security Forces to fight with American troops but Gen. George W. Casey Jr., the top American commander in Iraq, acknowledged that an unknown number of the Iraqis did not show up.

The assault on the city was an attempt to regain control of the city from insurgents in preparation for national elections scheduled for January 2005. Fallujah had a population of approximately 300,000 civilians but U.S. military officials believed that 70-90 percent of the city's population had fled.

U.S. officials estimated that 2,000-3,000 hardcore insurgents were entrenched in the city at the time the assault began. However, according to the head of CENTCOM, Gen. George W. Casey Jr., Jordanian, Abu Musab al-Zarqawi, leader of the insurgent faction in Fallujah, is believed to have fled the city as of 9 November 2004. In the first stage of their assault, a Marine unit and other troops seized two strategic bridges and a hospital situated on a peninsula formed by the Euphrates River leading to an area that was a possible fall back zone for insurgents driven out of central Fallujah. However, according to MNF-I the hospital was being used as a center for enemy propaganda to inflate the number of civilian casualties. Iraq?s 36th Commando Battalion was placed in charge of Fallujah General Hospital which was kept open to provide medical services to injured civilians. However, according to Defense Tech, the 36th Commando Battalion, was originally a "political" unit drawn from the militias of the five major political parties, but only its Kurdish pesh merga element has really proved reliable.

MNF-I also reported that insurgents dug a number of tunnels used as escape routes which also allowed fighters to cross the city from weapons cache to weapons cache. The tunnels are believed to run between mosques and schools that could also be used to transport weapons and ammunitions. Under international law, mosques granted protected status but lose that status if they are used for military purposes.

Prior to the commencement of the operation, Prime Minister Ayad Allawi declared a state of emergency across Iraq, except for the Kurdish area of Iraq as violence flared in anticipation of the assault on Fallujah. A round-the-clock curfew was imposed on Fallujah and residents were warned not to carry weapons. American forces also cordoned off the city. Some Fallujah residents who tried entering the city found no access through the cordon operation, a marked difference from last April when large gaps were likely exploited by gun runners. Attempts had been made by the Interim Iraqi Government to negotiate with representatives from Fallujah to eject foreign fighters suspected to be in the city. These, however, proved unfruitful and led Allawi to authorize the military operation.

On 09 November 2004 U.S. air strikes destroyed an apartment complex and train station prior to U.S. troops pushing into south Fallujah. MNF-I reported on that soldiers relied on a combination of air and artillery support when they began to enter the city's streets and alleys. Marines and soldiers have reported seeing secondary explosions after air and artillery support, a possible sign that a weapons cache or explosives were also hit. By 5 p.m on 09 November 2004 all electrical power in the city had been cut as well. American troops made the greatest gains in the northeastern part of Fallujah and had advanced about 800 yards into the city. Other units in the west of Fallujah faced heavier fire which slowed their house by house push. City residents told the New York Times that insurgent forces were still seen to have relatively fluid movement, able to move around the city to reinforce areas attacked by U.S. troops.

That same day, the leading Sunni political party, the Iraqi Islamic Party, in response to the assault on Fallujah, announced that it was withdrawing from the interim government. The Muslim Scholars Association, composed of Sunni clerics claiming to represent 3,000 mosques called for a boycott of the national elections scheduled to be held in January.

As of 09 November 2004, U.S. officials reported 38 insurgents captured, four of which were foreign fighters and that 2 marines had died in an accident involving a bulldozer. That same day, three of Prime Minister Allawi's relatives (one of his cousin, the man's wife and daughter-in-law) were kidnapped in Baghdad and were threatened with execution unless a halt was put to the assault on Fallujah.

After two full days of fighting on 10 November 2004 U.S. Military officials announced they controlled 70 percent of the city and newly captured sites included the mayor's office, several mosques, a commercial center and other major civic objectives. Targeted airstrikes continued with laser-guided bombs being used to destroy buildings that held insurgent forces. American commanders said U.S. troops and Iraqi Security Forces secured the neighborhood of Jolan in the northwestern part of the city with less resistance than expected. U.S forces also saw a lack of resistance by insurgents as they captured and crossed Fallujah's main east-west highway. However, American units in the southwestern neighborhoods of Resala and Nazal reportedly encountered brisk fighting. Gen. George W. Casey Jr., the top American commander in Iraq had predicted that resistance would be stronger as U.S. troops pushed through the outer ring of defense into the heart of the city where insurgents were expected to leave a minefield of IEDs. Some soldiers reported taking fire from mosques and that some women and children were seen firing on soldiers.

There were also some reports by U.S. troops that insurgents used some of the city's mosques to hold fellow wounded fighters. Iraqi Security Forces were believed to be heavily used to search and secure the mosques. Lt. Gen. Thomas Metz, the commander of foreign military operations in Iraq reported that many of the mosques searched housed munitions and weapons. Specifically CENTCOM announced that on 10 November 2004 the 5th Battalion, 3rd Brigade of the Iraqi Army had seized Al Tawfiq Mosque with U.S. Marines from the 7th Regimental Combat Team. The Iraqi Police Service?s Emergency Response Unit was at the Hydra Mosque with the 2nd Battalion, 1st Brigade of the Iraqi Intervention Force and U.S. Marines from the 7th RCT who had captured the site. American marines and soldiers, followed by Iraqi Security Forces captured the Muhammadia Mosque in one of the largest battles in Fallujah. The New York times reported the Muhammadia Mosque held strategic significance because insurgents were using it as a command center and bunker. A convention center across the street from the mosque was captured as well and the two facilities held numerous weapons, munitions, and IED-making material. Eight marines were killed in that operation as well as an unknown number of insurgents.

On 11 November 2004, coalition forces along with Iraqi soldiers claimed to have discovered what was termed by the local Iraqi forces commander, Maj. Gen. Abdul Qader Mohammed Jassem Mohan, to be "slaughterhouses". These buildings had reportedly contained black clothing resembling that used in video footages showing hostages and had been used by terrorists to detain and kill them.

On 11 November 2004, two Marine Super Cobra attack helicopters were hit by ground fire and forced to land in separate incidents near Fallujah. The crews were not injured and were rescued. U.S. troops also discovered an Iraqi man chained to a wall in a building in northeastern Fallujah. The man, who was shackled at the ankles and wrists, bruised and starving, told Marines he was a taxi driver who had been abducted 10 days prior and that his captors had beat him with cables.

On 11 November 2004, U.S. troops turned over control of the Jolan neighborhood to Iraqi forces. The area was once believed to have been a stronghold of insugent power. With fighting slowing down, coalition and Iraqi soldiers continued to go house to house, searching for arms caches and insurgents. U.S. military predicted full control of Fallujah would be gained in the following 48 hours, with an additional week or more needed to fully secure the city for remaining arms and insurgents.

U.S. Military officials reported that as of 11 November 2004, at least 18 American service members and five Iraqi soldiers had been killed in the assault, 164 American and Iraqi troops had been wounded and an estimated 600 insurgents killed.

On 12 November 2004, coalition officials asserted that they had achieved control over approximately 80 percent of the city of Fallujah, with insurgents being driven into the southern part of town. 151 individuals were reported to have been detained by coalition troops, in addition to 300 individuals who had reportedly negotiated surrender from within a mosque that day. Officials believed many of these individuals to be civilians but were being vetted. According to the New York Times, the 2-7th Cavalry was moving in a south-easterly fasion across the city from the Highway 10 and fighting in the Resala, Nazal and Jebail neighborhoods, while the 2-2nd Infantry was moving South and West accross the city's industrial area. Some reports also indicated the possibility of sleeper cells being primed to strike upon ompletion of the initial coalition assault.

The Iraqi Red Crescent, describing the situation in the city as a "big disaster", announced that it had requested to the coalition that it be allowed to deliver aid to Al-Fallujah and dispatch an emergency medical team into Fallujah's main hospital, but that it had yet to receive a response. The Iraqi government announced that it had already sent medical and reconstruction teams to the area, with 14 trucks of medical supplies and humanitarian goods sent to the region and standing by to deliver aid, possibly by November 13.

By November 13, U.S. officials asserted that they had achieved control of most of the city, and house-to-house clearing operations would follow. That same day, the Iraqi national security adviser claimed that more than 1,000 insurgents had been killed in fighting in Fallujah, with an additional 200 captured.

On 15 November 2004, the U.S. Military said they were still battling isolated pockets of insurgents mostly on the southern side of Fallujah and estimated that it would take at least four more days to gain complete control of the city. Military officials also confirmed that tunnels had been dug under the city which connected an underground bunker and tunnels to a ring of buildings filled with weapons including anti-aircraft artillery guns. CENTCOM announced that U.S. forces attacked the bunker early on 15 November 2004.

On 15 November 2004, U.S. troops were still engaged in house-to-house clearing operations because fear of booby-traps slowed their progress. Officials said troops generally entered houses only after tanks rammed through walls or specialists used explosives to blast the doors. Numerous weapons caches had been discovered which included small arms, munitions, and bomb-making material.

On 15 November 2004, Multi-National Force aircraft also flew several close air support missions and attacked anti-Iraqi forces in numerous buildings throughout the city. Alpha Company, 1st Battalion, 3rd Marines reported that some of the Iraqi troops attached to the unit had deserted as well.

On 15 November 2004, The Iraqi Red Crescent were still unable to deliver food, water and medical aid to civilians in the city due to the continued fighting. Instead Red Crescent trucks made their way to villages surrounding Fallujah where tens of thousands of displaced civilians camped in tents to escape the conflict.

U.S. Military officials announced that as of 15 November 2004, 38 U.S. troops, six Iraqi soldiers and an estimated 1200 insurgents had been killed. Three of the U.S. fatalities were non-battle related injuries. Approximately 275 U.S. troops were wounded as well.

On 16 November 2004, U.S. military officials announced that American troops had secured Fallujah but that there was still sporadic instances of insurgent activity. U.S. Marines were still involved in fighting in certain sections of the city while Iraqi forces conducted search and cordon operations in and around Fallujah. The Iraqi Army's 6th Battalion, 3rd Brigade executed a cordon and search mission north of the city with assistance from the 1st Cavalry Division that resulted in the detention of 17 individuals and netted some small arms. The detained individuals were transferred to Abu Ghuraib Prison for further questioning.