The air war had battered Iraq's military for 38 days. Saddam's command and control was shattered. His air force had fled or been destroyed. But he still had hundreds of thousands of troops, including the elite Republican Guard. He decided to strike back with his last major offensive.

On the night of January 29, Iraqi forces attacked Khafji, a border town in northeastern Saudi Arabia. Two Iraqi divisions, perhaps 35,000 troops, drove south in a coordinated assault. Iraqi commanders believed they could capture Khafji, hold it briefly, then claim victory and force a ceasefire. They believed the American public would not tolerate extended ground warfare. The offensive was a miscalculation born of desperation.

The Iraqis achieved initial surprise. Saudi National Guard units and U.S. Marines defending Khafji were lightly armed and quickly overwhelmed. The town fell to Iraqi forces within hours. Iraqi soldiers raised their flag over the city. Saddam announced a military victory.

But the American response was immediate and overwhelming. The United States had been waiting for exactly this moment—a fixed Iraqi force in a defined position, vulnerable to air power and surrounded by American armor.

F-16 fighter-bombers and Apache attack helicopters descended on the Iraqi columns. The Iraqis, having advanced in concentrated formations, presented a perfect target. Without air cover, without effective air defense, the Iraqi forces were slaughtered. Aircraft operating from nearby bases in Saudi Arabia could loiter for hours, striking Iraqi vehicles and troops on the approach roads to Khafji. The artillery battle that followed was even more one-sided. American M109 self-propelled howitzers, operating from inside Saudi territory, bombarded Iraqi positions with impunity.

By January 31, the Iraqis were already falling back. Saudi forces, reinforced with American units, counterattacked. The 2nd Marine Expeditionary Force, positioned south of the town, moved north and struck the Iraqi forces from the south while Saudi and other coalition units pressed from the north and east.

The battle lasted four days. The Iraqis withdrew back across the Kuwaiti border on February 1, leaving behind hundreds of destroyed vehicles and thousands of casualties. Saudi forces recaptured Khafji on February 1. Over 300 Iraqi soldiers were captured. Iraqi losses in vehicles and equipment were catastrophic.

For the first time, the war included the combat use of unmanned aerial vehicles. The U.S. Army's RQ-2 Pioneer reconnaissance drone, though lightly armed and carrying minimal ordnance, conducted reconnaissance missions over the battlefield and dropped small bombs on Iraqi targets. It was a minor contribution militarily but represented the future of warfare.

The Battle of Khafji demonstrated that the air campaign had severely degraded Iraqi military capability. Iraqi forces could not maneuver under fire. They could not sustain coordinated operations. They could not tolerate open-field battles against a technologically superior enemy.

For Saddam, the battle meant the end of offensive operations. For the coalition, it meant confirmation that the ground war, when it came, would be one-sided. The Iraqis had thrown their last punch. The Americans were ready to attack.