Operation Spear began on 17 June 2005. A force of about 1,000 Marines and Sailors from Regimental Combat Team 2 and Iraqi soldiers form 1st Company, 2nd Battalion, 4th Brigade took part in the offensive. The operation took place around Karabilah near the Syrian border. Coalition leaders said that foreign fighters were using the area to infiltrate into Iraq. In the city they would receive help from other anti-Iraqi forces. From the city foreigners would spread around Iraq. They were said to be part of a terror network led by Abu Musab al-Zarqawi
The operation was designed to root out anti-Iraqi and anti-coalition forces and destroying some of their support system. In clearing out the city coalition forces found 4 Iraqi hostages held in a bunker in the center of the city. The forces also found and destroyed several weapons caches and improvised explosive devices. While clearing the city Marines and Iraqi forces came under heavy fire but managed to fight off the insurgents with only one friendly killed in action. Air strikes were called in on three buildings which were subsequently destroyed. There were said to be 4 civilian casualties that were evacuated to military hospitals.