The Battle of Habbaniyah

April - May 1941

As a shocked and bewildered world watched, the nations of Europe fell one by one under the crushing onslaught of Hitler's war machine. Whether immobilized by the haunting specter of trench warfare during World War I, or stunned by the frightening speed with which its powerful foe moved, it didn't matter. The armies of Europe stood no chance against the newest form of warfare unleashed by the Wehrmacht in the opening months of World War II: Blitzkrieg.

Perhaps none watched more intently than a militant and power-hungry Iraqi lawyer named Rashid Ali al-Gaylani. Rashid Ali was a former Ottoman Turk captain who decided to go into Law after World War I. Becoming increasingly bitter about the outcome of the war and the subsequent partitioning of Arab lands, Rashid became co-founder of the pan-Arab "Muslim Brotherhood", a group that soon had cells working throughout the Middle East with the goal of someday uniting the Arab people. He was described as being fiercely anti-colonialist, and together with four Sunni Iraqi Army Generals helped form a new group called the "Golden Square". Though the British were far from being ruthless occupiers, their continued presence in the Middle East was being seen more and more by young, nationalistic Arabs as a violation of Arab sovereignty and British Imperialism. So even though Rashid Ali and his Golden Square cohorts had no particular love for Germany or Italy, they felt that in the prevailing world situation, the Axis powers offered the best opportunity for support in achieving their political goals.

Iraq, despite the growing anti-British sentiment, was still governed by a relatively neutral Prime Minister, Nuri as-Sa'id. Nuri was moderately pro-British and shortly after the fall of Poland, in keeping with the provisions of the 1930 Anglo-Iraqi treaty, Iraq broke off formal relations with Germany. However, due to an increasing pro-Axis sentiment in Iraq, as-Sa'id could not get his cabinet to declare war. This breaking of ties only caused the anti-British sentiment to grow stronger, fueled in large part by the increasingly aggressive political activities of Rashid and his henchmen. Being seen as a British "puppet", Nuri as-Sa'id's position as Prime Minister soon became untenable, and he was forced to succumb to the political maelstrom caused by Rashid. By March 1940, Nuri had resigned his post, and Rashid Ali became the Prime Minister. With Rashid Ali now in power, when Italy entered the war on the side of the Axis in June 1940, Iraq chose not to sever relations with Il Duce'.

Despite this, life at Habbaniya went on peacefully thanks to the remote location. With the war effort demanding the best and newest equipment elsewhere, the No.4 SFTS and the Communications flight were forced to make do, keeping the motley collection of relics in their possession flying by whatever means available. The No.1 RAF Armoured Car Company (ACC) was affected as well, continuing to patrol the perimeter fence and bouncing around the cantonment in their elderly Rolls Royce's. The base's Infantry forces were comprised of an ad-hoc battalion fielding six companies of local militia; of which, only the four companies of Assyrian Christian conscripts, or Levies, could be considered reliable. These Levies would later prove invaluable to the defense of Habbaniya. Since the uneasy situation of having Rashid Ali as Prime Minister was always deemed to require more of a political solution than a military one, these forces were felt adequate to the task, given the perceived unlikelihood of an Iraqi military attack.

It was becoming obvious to the British, however, that something had to be done in order to shore up what was being viewed by many as a weak flank and to secure Britain's vital interests in the region -- namely, the oil. And so by December 1940, with the Luftwaffe licking it's wounds (and Hitler preoccupied with the rest of Europe and his plans for the assault on Russia), British demands for the removal of Rashid Ali became increasingly terse, until finally the British forcibly replaced him with General Taha el Hashimia in January 1941, and installed a pro-Anglo Regent, Emir Abdul-Illah. Although El Hashimi was also pan-Arab, he was much friendlier towards London than Rashid Ali.

Rashid Ali was obviously not happy with this arrangement and working closely with his Golden Square accomplices (including Khairallah Talfah, the uncle that raised Saddam Hussein), Ali immediately began to make plans to regain power. The ensuing struggle between the Golden Square and London set in motion a series of events that would bring both countries to the breaking point. By the spring of 1941, with the volatile combination of Arab nationalism rising among Iraqi army officers and the tensions created by Rashid Ali's anti-British posturing, Iraq was on the brink of civil war. On the night of 31 March 1941, after being tipped off that conspiring army officers planned to move against him, the Regent, Abdul-Illah, escaped across the Tigris River in a motor boat and made his way to Habbaniya, from where he was flown to Basra and the safety of the H.M.S. Cockchafer. By 3 April, Rashid Ali had once again seized power in a classic coup d'etat, and with the help of conspiring Army and Air Force officers, proclaimed the formation of the "National Defense Government". He promptly sent a note to the British ambassador that warned against any intervention in Iraq's internal affairs and proceeded to dispatch a force to Basra in an effort to try to deny the British from landing troops there -- which is exactly what the British did.

The coup in Baghdad threatened British interests for three reasons:

1. It severed the vital air link and the supplemental land route, between India and Egypt.
2. It endangered the vital oil supply from the northern Iraqi oilfields, upon which British defense of the Mediterranean depended.
3. An Arab nationalist success in Iraq could prove contagious and subvert Britain's tenuous political position in Egypt and Palestine.

Churchill's first logical move, therefore, was to secure the Iraqi port city of Basra, as this would be a critical debarkation point for follow-on forces to reinforce and secure the two RAF bases in the region, Shaiba and Habbaniya. The Prime Minister sent a telegram to the Secretary of State for India, L.S. Amery, which said in part: "... The situation in Iraq has turned sour. We must make sure of Basra..." On 8 April, at Churchill's personal request, Secretary Amery in concert with General Sir Claude Auchinleck, the Army Commander-in-Chief India, diverted the forward elements of the 10th Indian Division to Basra. This unit consisted of the HQ/10th Indian Division Artillery, the 20th Indian Infantry brigade, and the 3rd field Artillery regiment.

Britain invoked the rights afforded by the 1930 Anglo-Iraqi Treaty, and under the cover of 400 soldiers of the 1st Battalion Kings Own Regiment who had been air-lifted into RAF Shaiba the day before, the brigade battle group disembarked at Basra without Iraqi opposition on 18 April. Meanwhile, the recently arrived British Ambassador in Baghdad, Sir Kinahan Cornwallis, assured the jittery Iraqis that the British troops were merely "transiting" Iraq, on their way to Palestine. Although Churchill wanted the Rashid government to have the impression that the troops were in transit to Palestine, he was clearly intent on securing Basra. When Ambassador Cornwallis informed Rashid Ali that more troop transports would reach Basra on or about the 30th, Ali quickly balked at the idea and refused to give permission for any more landings until the troops already at Basra had passed through the port to Palestine. Ali also said that the total number of British troops in Iraq at any one time should not exceed the strength of one mixed brigade. The Iraqi cabinet would go even further. Referencing a unilateral amendment made by the first Rashid government that "bases will not be established or troops stationed in Iraq", stated that the British government was in violation of the June 1940 amendment to the Anglo-Iraqi treaty by its apparent effort to establish a base at Basra. On 28 April, Cornwallis replied to Ali that the treaty did not contain the limitations which the Iraqi government "had suggested" and in accordance with the British Prime Minister's unwavering stance, the landings at Basra would go forward regardless of whether they had Iraqi permission. The Brits had called his bluff, so now Rashid Ali had no choice forward but action.

At RAF Habbaniya, it was apparent that war clouds were drawing nigh. As a precaution, the preparations for battle had already been laid. On the 7th of April, shortly after Rashid Ali's coup, the Station's commander, Air Vice-Marshall Harry George Smart, called a special meeting of the station's senior officers at Air Headquarters (AHQ). He then issued "Iraq Command Operation Order No.1 of 1941" which specifically outlined the formation and preparation of what was to be called the "Habbaniya Air Striking Force". In the event of hostilities, this would be the Station's primary means of defense and was placed under the overall command of Group Captain W.A.B. Saville, Commander of the No.4 Service Flying Training School (SFTS). This "Air Striking Force" would be comprised of the Aircraft of the No.4 SFTS and the most experienced pilots, tutors and pupils. With the exception of the Gladiator fighters and Valentia transports, the majority of the planes at Habbaniya were configured as trainers, so extensive modifications were undertaken to allow carrying of offensive payloads and crew served weapons for aerial defense. During the last week in April, the men worked feverishly on their planes, with the pilots and pupils helping ground crewmen in arming their antiquated aircraft for the looming battle. Bomb cradles were either modified from existing stocks or completely fabricated altogether. All of the No.4 SFTS Audaxes and Oxfords were modified to carry bombs; Audaxes could carry either two 250lb bombs or eight 20lb bombs, while the Oxfords could carry up to eight 20lb bombs on modified shackles. While the forward elements of the 10th Indian Division were unloading in Basra, on the 19th of April six additional Gladiators were flown to Habbaniya from stocks held as war reserves at RAF Heliopolis in Egypt. This brought the total number of fighters available to nine.

Reinforcements to the station's meager ground defenses arrived in stages. The advance party of the 1st Battalion, Kings Own Regiment arrived at Habbaniya on the battalion's regimental day, 23 April. Once the Second Brigade of the 10th Indian Division had arrived and debarked at Basra, the rest of the men of the 1st Kings Own were relieved of their mission of defending the Basra airhead and on 29 April they were quickly repositioned to Habbaniya via airlift (this was the first ever tactical airlift of Infantry troops in combat). Once on the ground at Habbaniya, the 1st Kings Own Commander, Maj. Everett, quickly established a strong liaison with the No.1 ACC and the Levies allowing for the rapid incorporation of the soldiers of the 1st Kings Own into the overall defense scheme. But, even while No.31 squadron with it's brand new Douglas DC-2's and aged Valentia's were busy flying the Kings Own Regiment north, another dramatic airlift was about to take place in the east.

The atmosphere had become so tense in Baghdad that British Ambassador Cornwallis became concerned about reprisals against non-combatants. On the morning of 29 April, he managed to secure an accord with the Iraqi government to allow safe passage for dependants of British officials in Baghdad to Habbaniya. Throughout the remainder of the day over 250 women and children were hurriedly evacuated to Habbaniya, primarily using RAF transport. This additional influx of refugees to the station, as well as others from various British enclaves in Iraq, caused the civilian population on RAF Habbaniya to swell to over 9,000.

According to the official RAF report submitted by Air Vice-Marshall B.A. Casey after the battle, the first large scale Iraqi troop movements were noted at approximately 0300 local time on the 30 April. By 0430 the General Alarm had been sounded and all defenses at RAF Habbaniya were fully manned. A lone Audaxe was sent out from the station at 0500 for a reconnaissance flight over the plateau. Upon his return, the pilot's report only confirmed Smart's worst fears: "Iraqi troops with guns are in occupation of the Plateau on the South of the Cantonment. The strength of the Iraqi forces is estimated to be roughly two battalions with a few guns". Even worse, it appeared that the numbers of Iraqi troops investing the plateau were steadily increasing.

At 0600, an Iraqi officer arrived under white-flag at the main gate leading on to the station and demanded to speak with the Commander. He was escorted to Air Vice-Marshall Smart's office, and he handed Smart a letter that read: "For the purpose of training we have occupied the Habbaniya Hills. Please make no flying or the going out of any force of persons from the cantonment. If any aircraft or armored car attempts to go out it will be shelled by our batteries, and we will not be responsible for it." Smart thought it was unlikely that such large forces would occupy commanding terrain under the cover of night on a mere "training exercise". He typed out the following reply for the courier: "Any interference with training flights will be considered an 'act of war' and will be met by immediate counter-offensive action. We demand the withdrawal of the Iraqi forces from positions which are clearly hostile and must place my camp at their mercy."

The swirling dust clouds kicked up by the menacing Iraqi army on the plateau undoubtedly lent an air of urgency to the surrounded garrison. All told, the 2,200 defenders of Habbaniya faced an Iraqi army of at least 10,000 regular soldiers, about 50 field guns, and an untold number of tribal militia (some reports claim that the number of militia present actually exceeded that of the Iraqi regulars).

While various political maneuverings were taking place, military preparations were continuing to be refined and improved. By the early evening of 1 May, the forces at Habbaniya were ready, but suffered from a severe lack of pilots. It was later decided to use the most advanced student pilots so that all aircraft could be committed to the battle. "Bomb-aimers" and rear gunners would be taken from the remaining pupils and any spare ground members who were willing to go along.

Impromptu landing fields had been created by flattening the polo pitch and the golf course in case the main airfields (positioned outside the fence) proved to be untenable. It also served to provide the pilots with a measure of concealment afforded by the numerous rows of Eucalyptus trees and the western-most hangers along the southern edges of the polo field. Trenches were dug between the perimeter's block-houses while nurses and wives brought water to the laboring soldiers and airmen. Early May was already unseasonably hot and dry with daytime temperatures creeping into the low 100's.

As per "Iraq Command Operation Order No.1 of 1941", the various aircraft of the No.4 SFTS were already formed into the Habbaniya Air Striking Force, dispersed for survivability and organized as follows:

The defenders of RAF Habbaniya had their backs to the Euphrates River, all land routes blocked, and were surrounded by an angry mob masquerading as an army. The lives of 9,000 civilians (many of them wives and children of Habbaniya soldiers and airmen) were at risk. In the words of the War Office Chiefs of Staff, it was their "duty to defend Habbaniya to the last." At about 0400 on 2 May, AHQ Habbaniya received a wireless message from Sir Winston Churchill which read: "If you have to strike, strike hard. Use all necessary force."

What some historians have aptly called "The Second Battle of Britain" was about to begin. During a short meeting with his squadron leaders Smart had tried to sound upbeat, remarking "they should be in full retreat within about three hours." At 0445, a force composed of 18 Audax, 9 Oxford, and 6 Fairey Gordon aircraft began to take off from Habbaniya in the initial wave of attacks on Iraqi positions on the plateau. Aafter a few minutes of jostling themselves into somewhat loose attack formations, the pilots and cadets were strafing and bombing the Iraqi positions by approximately 0500.

The Iraqi positions were scattered across the plateau and along the bluffs overlooking Habbaniya cantonment from the south. Those positions were well dug in and at first the pilots were having a hard time locating the field guns, which were the primary targets. The Iraqis, unable to draw good aim on the aircraft buzzing around in the early morning twilight, retaliated by opening fire on the air base. Although the volume of artillery fire was heavy, it was also highly inaccurate and caused little real damage to the cantonment. But the resulting muzzle flashes did, however, give the British the targets they needed. Several of the field pieces were quickly located and knocked out of action by the Oxfords, who were bombing from about 1,000 feet for maximum accuracy. The Iraqis quickly responded by sending up large volumes of anti-aircraft fire. However, because the Iraqi anti-aircraft gunners used many tracers, they again inadvertently aided the British by effectively marking their positions for the airmen to either attack or avoid. The aircraft of the No.4 SFTS were soon joined by Wellingtons from No.70 Squadron of RAF Shaiba. The Wellingtons concentrated on bombing the Iraqi artillery and scored direct hits on the Iraqi Headquarters, making it combat ineffective within the first few hours of the fight.

Due to their large size, it seemed as though the Wellingtons were drawing much of the Iraqi anti-air attentions. One of the No.70 squadron Wellingtons piloted by Flying Officer Anstey was severely damaged and made an emergency landing on the main airfield at Habbaniya. A mechanic quickly drove out in a tractor in an effort to tow the damaged aircraft to safety, but since the Wellington sat in full view of the Iraqi gunners on the plateau, the bomber was soon hit by an artillery shell. The Iraqi fire was so intense and so accurate over the plateau that 9 other damaged Wellingtons were declared unserviceable when they returned to Basra.

In his book, The Middle East, 1940–1942, New Zealander Philip Guedella recounts the drama of the take-offs and landings that had to be made in plain sight of the plateau:

Operations continued under heavy fire all the first day; the aircraft working from the main aerodromes, which lay within half a mile of the Iraqi guns, had 'no time to linger.' Starting up behind the hangars, they took off by opening their throttles inside the iron fence, dashing through the gate, racing across the aerodrome, and irrespective of the wind, making a steep climbing turn to miss the plateau; and when they returned a steep turn between hangars served to elude pom-pom fire followed (if they were lucky) by a landing, a sharp turn inside the gate and a quick run to safety round the corner of a hangar.

Meanwhile, on the ground the King's Own Royals and the Levies were busy countering Iraqi probing attacks along the 8 mile perimeter. Additionally, the Iraqi artillery on the north side of the river opened up, and soon became a significant threat. A daring daytime water-crossing was led by Captain Armstrong, a British Artillery officer, in order to take out the Field Guns north of the river.

By this time, the Iraqi Air Force had joined the battle, and during an attack by six Iraqi Mk I Gladiators, several strafing runs destroyed a Fairey Gordon on the ground. During one raid, an Iraqi Savoia Marchetti Bomber was intercepted by a lone Gladiator flown by Flying Officer R.B. "Dicky" Cleaver; Cleaver's guns jammed, however, and the Iraqi plane managed to get away. Later, an Iraqi Breda BA-65 was also attacked by a Gladiator, flown by Flying Officer J.M. Craigie, causing the BA-65 slight damage and forcing it to retreat.

Smart's jocular estimate that the Iraqis would run within three hours proved overly optimistic. By 1230, after nearly 7-1/2 hours of constant aerial bombardment, the Iraqi field pieces were still shelling the base. Additionally, that afternoon Iraqi troops had invaded the British Embassy in Baghdad and confiscated every wireless transceiver and telephone. This left RAF Shaiba and Habbaniya isolated from each other. However, although the Iraqi forces on the plateau were still firmly entrenched in their fighting positions, they showed no inclination to launch a ground attack.

By the end of the first day, the British had flown 193 recorded operational sorties -- six per man. The RAF had lost 22 of its precious aircraft -- 10 destroyed by enemy actions and 12 rendered unserviceable by battle damage. Worse, 10 pilots were killed or critically wounded. Ground fire over the plateau brought down an Oxford flown by Flying Officer D.H. Walsh. Also, Pilot Officer P.R. Gillespy's Audax failed to return, and the pilot was presumed dead. By that evening, Dudgeon and Hawtrey were the only squadron commanders that were not dead or hospitalized. During an evening planning session at AHQ, it was decided that the next day Hawtrey would command all remaining Audaxes and Gladiators from the base's polo field, which was visually screened from the artillery by a row of trees. Dudgeon would continue to direct all Oxfords and Gordons from the cratered landing field.

In his book The Grand Alliance, Sir Winston Churchill summed up the first day's actions:

Over forty of our men were killed or wounded that day, and twenty-two aircraft destroyed or disabled. Despite the difficulty of taking off under close artillery fire, our airmen continued their attacks. No enemy infantry assault developed, and gradually their batteries were mastered. It was found that the enemy gunners would not stand to their pieces under air attack, or even if our aircraft were to be seen overhead. Full advantage was taken of their nervousness, and it was possible from the second day to turn a proportion of our air effort to dealing with the Iraqi Air Force and their bases.

Although it seemed the Iraqi probing attacks along the perimeter had been thwarted, to keep pressure on the investing Iraqis, the airmen continued their relentless pounding of the Iraqi positions on the plateau and sent aircraft out in search of Iraqi air bases to destroy the Iraqi Air Force on the ground. On 3 May, 3 Wellingtons of No.37 Squadron bombed Rashid airfield and shot down one Iraqi Nisr and damaged another. The Iraqi Air Force struck back, sending bombers to Habbaniya; this time however, Flying Officer Cleaver's guns didn't jam and he pumped 1200 machine gun rounds into an Iraqi S.M.79B bomber, which was last seen diving away with its left engine smoking.

Meanwhile, one of the Gordon pilots, Flight Lt. David Evans, developed a risky but effective method of dive-bombing. He had the ground crew affix fuses with a 7-second delay to the 250-pound bombs. After takeoff, Evans would climb to about 3,000 feet and scanned the Iraqi positions on the plateau, comfortably out of range of the Iraqi anti-aircraft guns. Then, diving at about 200 mph, he would yank back on the stick and drop a bomb from 60 to 100 feet over the target -- too close to miss. This method so terrified the Iraqis that they often abandoned their machine guns without even bothering to fire back at Evans' Gordon. In another instance of individual heroism and courage, the Station's Administration Officer, Squadron Leader Paul Holder, was called back to flight duty as commander of one of the improvised Squadrons due to the combat losses of 2 May. From his official RAF biography:

It was during this incident that he twice managed to escape his aircraft before it exploded. On both occasions he managed to force land and fled before the aircraft blew up. However, on the second occasion he landed on the golf-course, the aircraft turned over and he found himself upside down in a bunker. He was awarded the DFC (Distinguished Flying Cross) for these operations.

Although the Iraqi artillery kept shelling Habbaniya, their Infantry would not storm the base. Their confidence was further eroded by the arrival of four Blenheim Mk.IVF fighters of No.203 Squadron from Basra. Eight more Wellingtons of No.37 Squadron also arrived after being hastily repositioned from Palestine. The Wellingtons bombed buildings and strafed aircraft at Rashid airfield on 4 May, but lost a plane to a combination of 20mm ground fire and an Iraqi Gladiator. The Wellington crew was taken prisoner. Two Blenheim Mk.IVFs operating from Habbaniya also strafed Iraqi aircraft at Rashid and Baghdad airfields. The Air Striking Force flew only 53 sorties that day, but they also flew night missions in order to deprive their besiegers of sleep.

Still, the defenders of Habbaniya were suffering much worse than the Iraqis seemed to realize. After three days of combat, just 4 Oxfords were still battle-worthy. The Audax, Gladiator, and Gordon contingents were similarly depleted. Pilots were also becoming scarcer, as half-trained cadets died in action or suffered from nervous breakdowns. Phillip Guedella described the next days of the battle:

The days that followed were an indistinguishable nightmare. Work began a half-hour before dawn and went on until after dark. Flying was continuous... Their numbers dwindled and the toll of wounded pilots rose. The wastage of aircraft was formidable, only four out of twenty–six Oxfords remaining serviceable after three days of fighting. But a few Blenheims reached them; and ranging farther a field the little force attacked Iraqi aerodromes, destroying a number of aircraft on the ground; supplies intended for the enemy troops on the plateau were sedulously bombed on the way from Baghdad.

Although the Iraqi Air Force was still managing to attack Habbaniya, its overall effectiveness was negligible. Thanks to the persistence of the pilots, ground crew, and cadets of the Habbaniya Air Striking force, 6 May would prove to be the pivotal day in the Battle of Habbaniya. After a week of siege and 4 days of sharp combat, the defenders now faced a terrible dilemma. Either attack the Iraqis, or slowly succumb to the siege and eventual surrender. Unable to receive adequate resupply of food for the soldiers and 9,000 civilians and running low on ammunition and fuel for the aircraft, the senior leaders realized they would have to go on the offensive soon. The aircraft and personnel losses of the past 4 days had already inflicted a terrible cost on the defenders and it was felt that if they didn't strike now, they may never have the chance again.

Of the original fleet of 80 aircraft, the Air Striking Force now possessed only 40 airworthy planes. Fortunately, the ground forces were still near full strength and had already repelled several Iraqi probing attacks. The 1st King's Own and the Levies had been conducting nightly raids to gather intelligence and to harass the enemy, depriving them of sleep and supplies. A reconnaissance on the night of 5 May indicated that the Iraqis were leaving their forward positions around Habbaniya. During a late night meeting at AHQ, it was decided an attack would be launched. And so, after 4 long, harrowing days of fighting for their lives, the weary defenders of Habbaniya rested, cleaned their weapons, and quietly waited for the sun to rise.

The Iraqis on the other hand, had taken a terrific pounding by the ad hoc flotilla of training aircraft and didn't realize the state of the British defenses at the time. Given the stiff British resistance, they thought the British were in a much better position than they were. On the night of 5 May, most of the tribal militia began to pull off of the plateau and go home. Seeing this, many of the Iraqi regular army commanders decided to do that same. In the early hours of 6 May, the main Iraqi forces on the plateau began to withdraw towards Sinn Adh Dhibban, a small village about 1-1/2 miles east of Habbaniya.

The 1st King's Own Commander, Lt. Col Everett, was informed that the King's Own would be the main effort of the British attack, with No.4 Company Assyrian Rifles as supporting effort. The King's Own would attack east through present-day "Coolie Camp", and then swing south to cut-off withdrawing Iraqi forces. The No.4 Company Assyrian Rifles, under the command of Capt. Thomas, would head south and swing eastward, skirting the escarpment of the plateau. A section of armored cars from the No.1 ACC and 10 Audaxes provided support. At 0730, armored cars began to sweep the plateau, looking for Iraqi stragglers. At approximately the same time, the 2 companies of the 1st King's Own began heading towards Sinn Adh Dhibban. The commander of the ground defenses, Lt. Col. Brawn, joined Lt. Col. Everett on top of a blockhouse for a view the battlefield.

Unbeknownst to the King's Own, the Iraqis set up a brigade sized blocking position along the Baghdad-Fallujah road as the remaining Iraqis withdraw to Fallujah. A vicious battle soon developed between the withdrawing Iraqis and the King's Own. Caught in the open by surprise, the lead elements of the King's Own were fixed by heavy Iraqi automatic weapons fire from the East flank, stalling the attack. The Audaxes were scrambled to assist the embattled King's Own, but dust kicked up by Iraqi machine-guns raking the area made it difficult for the pilots to differentiate between Iraqi and British soldiers. In a remarkable display of air co-operation, Lt. Col. Brawn assisted the Audax pilots by signaling to them the location of Iraqi targets, thereby facilitating rapid engagement by the Air Striking Force. Unfortunately, the close air support wasn't enough to drive the Iraqis out of Sinn Al Dhibban or enable the King's Own to get out of the kill zone they had stumbled into.

Lt. Col. Brawn asked Col Roberts if he could commit the Levies in an effort to extricate the King's Own. By now, the King's Own had been pinned down for over 6 hours. The Assyrian Levies, who undoubtedly recalled the horrific 1933 massacre of unarmed Christians by the Iraqis at the village of Semele, attacked the Iraqi blocking positions with such fury that many Iraqi Soldiers simply dropped their weapons and ran. This inspired the remaining King's Own soldiers who soon joined their Assyrian counterparts in routing the Iraqis off the plateau and the positions near Sinn Al Dhibban. The combat was incredibly fierce and in several places was hand-to-hand.

Late in the afternoon, Iraqi stragglers arriving in Fallujah reported to the commander of the garrison about the battle that had developed at Sinn Al Dhibban. Realizing the importance of holding the line there and trying to capitalize on the possibilities of an Iraqi counterattack, the commander ordered a mixed brigade to proceed to Dhibban immediately. A motorized battalion, several armored cars, a few light tanks, and an Iraqi cavalry unit set out westward along the Baghdad–Fallujah road. All of this was observed by an RAF plane flying a reconnaissance mission out of Habbaniya. The Iraqi reinforcements soon met the forward elements of the retreating forces from the plateau. The commanders of both columns got out of their vehicles and discussed what to do. Sitting in the middle of the open desert, with no security and oblivious to the Audax circling a few miles away, the Iraqis dismounted their vehicles and waited while their commanders conferred.

The pilot quickly flew back to Habbaniya and reported to Group Captain Seville, who ordered all remaining aircraft to attack the Iraqi relief column at once, hurling all 40 remaining aircraft at the confused Iraqis. The result was devastating. Caught in the open by the remains of the Air Striking Force, the Iraqi column was mercilessly bombed and strafed, causing the road to erupt into a sheet of flame nearly 500 meters long. Air Vice Marshall B.A. Casey's narrative explained:

A late attempt by the Iraqi Commander at Fallujah to restore the situation by sending up a mixed force of motorised infantry and guns met with disaster; the column was heavily attacked from the air and virtually annihilated, nothing being left of it but a line of wrecked lorries, many of them burnt out or exploded, which littered the road...in desolate array, and remained for some weeks afterwards as mute evidence of the Iraqi defeat.

With the destruction of the Iraqi motorized column, the siege of Habbaniya was over. Although Habbaniya would incur sporadic air attacks, the defenders and civilians of RAF Habbaniya no longer had to fear being overrun and constantly shelled. As B.A. Casey stated, "the greatest benefit enjoyed by the garrison was psychological - a feeling of freedom and of now having room to breathe". Upon receiving the news back in London, on 7 May, the Prime Minister sent a congratulatory wireless message to Habbaniya which said: "Prime Minister to Air Vice-Marshal Smart; Your vigorous and splendid action has largely restored the situation. We are all watching the grand fight you are making... Keep it up." During the course of the fight, the RAF would suffer 34 Airmen killed in action, 64 wounded, and 4 cadets suffered nervous breakdowns.

Although less important tactically, the victory of the Habbaniya defenders over a vastly superior Iraqi army was a huge strategic victory. Even though Germany did contribute a token force of ME-110 Fighter Bombers and Heinkel HE-111 Bombers (hastily painted in Iraqi regalia), their 13 May arrival in Mosul a full week after the Iraqi rout meant they had no effect on the outcome of the battle. In The Rise and fall of the Third Reich, William L. Shirer clearly illustrates Hitler's blunder at not grabbing the Iraqi oil fields that Rashid Ali had offered at so little a cost:

[Because of Hitler's obsession with Russia] the destruction of the Soviet Union came first; all else must wait. This, we can now see, was a staggering blunder. At this moment, the end of May 1941, Hitler, with the use of only a fraction of his forces, could have dealt the British Empire a crushing blow, perhaps a fatal one. No one realized this better than the hard-pressed Churchill. In his message to President Roosevelt on May 4th, he had admitted that, were Egypt and the Middle East to be lost, the continuation of the war "would be a hard, long and bleak proposition", even if the United States had entered the conflict. But Hitler did not understand this.

Sir Winston Churchill, writing in his World War II memoirs The Grand Alliance says:

Thus the German plan for raising rebellion in Iraq and mastering cheaply this wide area was frustrated on a small margin. The landing of an Indian brigade at Basra on April 18 was timely. It forced Rashid Ali into premature action. Even so there was a race with our meagre forces against time. The spirited defence of Habbaniya by the Flying School was a prime factor in our success. [Emphasis mine] The Germans had of course at their disposal an airborne force which would have given them at this time Syria, Iraq, and Persia, with their precious oil-fields. Hitler's hand might have reached out very far towards India, and beckoned to Japan. He had chosen however to employ and expend his prime air organism in another direction. We often hear military experts inculcate the doctrine of giving priority to the decisive theatre. There is a lot in this. But in war this principle, like all others, is governed by facts and circumstances... Hitler certainly cast away the opportunity of taking a great prize for little cost in the Middle East. We in Britain, although pressed to the extreme, managed with scanty forces to save ourselves from far-reaching or lasting injury.

Despite its pivotal role in the defense of the Empire, the No.4 SFTS would be disbanded at Habbaniya in July, 1941. AVM Smart suffered a nervous breakdown on 6 May. After his evacuation he was subsequently assigned to supporting staff positions for the rest of his career. Col. O.L. Roberts assumed overall command of the garrison until the arrival of B.A. Casey on 18 May. Squadron Leader A.G. "Tony" Dudgeon would later go on to have a colorful career in the RAF, eventually rising to the rank of Air Vice Marshall.

The Battle of Habbaniya has gone by largely ignored by most historians. This is unfortunate because the gallant defenders of RAF Habbaniya don't get the recognition they so justly deserve, and because it represents a crucial mistake which would eventually lead up to the eventual fall and demise of Nazi Germany. Oil would become the Achilles heel of the Panzer divisions -- a weakness which was later exploited by the Allies and helped propel them to victory.