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Karabilah, Iraq is in the northwestern Iraqi province of al Anbar. Just five miles from Iraq's border with Syria, this has been a hotbed of insurgent activity, and Coalition leaders believe that foreign fighters are using the area to infiltrate the country.

Upon arriving in Karabilah, terrorists receive clothing, identity cards, weapons and instructions at various safe houses in the area. From there, the rebels are free to spread throughout Iraq, but many remain in Karabilah. Fighters holed up in the city are believed to be part of Abu Musab al-Zarqawi's terrorist network.

During Operation Spear’s ground assault, Karabilah, is, for the most part, deserted. The opening phases called for punishing rounds of air strikes, so most residents have either fled the area altogether or remain hidden inside their homes. Large buildings are punctuated with thick black smoke, a testament to the effectiveness of the aerial bombings.

Cleared of most civilians, Karabilah is now occupied by rebels, an ideal situation for the incoming Marines.