The enemies' shadows spilled through the crack at the bottom of the gated compound where the 15 marines sprinted to after the armored tracker broke down a kilometer (mi) inside insurgent-controlled southwestern Fallujah.
An ambulance pulled up; three rebels with rocket-propelled grenadespoured out.
"They were everywhere," the marine said.
Bullets, RPGs and hand grenades blasted the three-storey house where the marines were trapped; their armored tracker burnt metres (yards) away, with the corpse of their main gunner trapped inside.
"God I hope my son doesn't grow up without a father," Staff Sergeant Ismael Sagredo, 35, thought as he battled for his life in one of the deadliest firefights between the Americans and insurgents since US marines launched a major offensive in Fallujah on April 4.
On Tuesday, 16 US marines in an armored tracker were trying to flush out a sniper when they ran into some 600 rebels lounging around with rocket-propelled grenades.
"We took them by surprise. If they had more time to organise they would have killed us or taken us prisoner," Sagredo said.
The three-hour battle revealed an enemy fiercer and more sophisticated than the marines had expected.
It also foreshadows the dangers ahead as US troops looked beyond a patchy ceasefire to resume their offensive against their wily foes.
"I can see now the enemy has a lot of assets. They are able to communicate and organise quickly just like us," Sagredo said.
"They are not afraid to charge through a front door. They are ballsy."
The chaotic fight deep in Fallujah's densely packed maze of brown concrete flats at 3:45 pm (1145 GMT) started when two US armoured vehicles ran up parallel streets toward a sniper position just beyound their frontline.
Sagredo's tracker hit a dead end and had to turn south. It was then they discovered the staging ground of 600 insurgents, who ranged in age from their 20's to 50's.
Their tracker was quickly hit by three RPGs and the driver sped forward.
Then an RPG punched through the plated armour, ripped out a chunk of Lieutenant Christopher Ayles's leg and smashed into the vehicle's engine, setting it ablaze. The fire trapped the gunner, Corporal Kevin Kolm.
The squad's medic ran into the wall of flame to try to save the lieuteant and suffered second degree burns to his face. Marines restrained him as he tried to lunge forward. They emptied a fire extinguisher to no avail.
The driver floored the vehicle down a street nicknamed "Shithead ally." Smoke filled the vehicle and the marines fired shots at the insurgents chasing them.
The vehicle veered east and then suddenly broke down. Marines bolted out of the top, knowing it could explode any second and set off its ammunition. The gunner's hatch was locked shut. They could hear Kolm moaning and screaming.
The wounded lieutenant managed to hoist himself out and hung onto the roof. He couldn't see and groped along the railing.
Sagredo and a lance corporal tried to pull him over the edge and catch him, but his bullet-proof vest snagged on a hook. They had to tear him off the tracker, catch him and drag Lieutneant Ayles to the house.
Sagredo looked at Ayles leg and thought: "I hope Ayles will be able to run and play with his little daughter."
They ran, carrying the lieutenant, but knew gunner Kolm was probably already dead inside the flaming tanker and they could do nothing to free him.
"It was hard to watch that track burn and explode, knowing that a marine was inside," Sagredo said.
"It melted like a toy car."
From the white house, the troops kept firing off their M-16 assault rifles, SAW machine guns and nine-millimeter beretta pistols.
The medic, his face blistered, tended the lieutenant who bled profusely from a football-size chunck of flesh which had been ripped off his leg.
Some marines were on the roof. Others on the main floor. They were down to their last two magazines. One insurgent made a death run into the yard and Sagredo shot him in the head and neck.
A stray bullet puctured the kitchen's gas line and the marines thought the building might explode.
It was then that 30 to 40 men, a combination of six armored humvees from a Quick Reaction Force and four tanks rumbled down the street and started to push the insurgents back. Air strikes were called in on enemy firing positions.
When the fighting cooled down, the marines dragged the tracker, with Kolm's corpse, back to their base. Ayles was evacuated to a hospital.
Two days later, Sagredo is said to be up for decorations. But he can't sleep at night. He is jittery.
"To be honest with you, a decoration will only remind me of what happened... This is something I want to forget. Unfortunately, if it isn't now, I know this will haunt me for life."