As the last light faded at our forward base, the wiry, tough-looking staff sergeant turned to a small group of marines.
Troops say they are ready to reclaim Falluja for its citizens
"We're not going into Falluja to give out fuzzy bears and warm hugs," he said.
We were just a short distance from the city the marines expect shortly to storm with overwhelming force of arms.
Senior officers here say the final order to go in can come only from the Iraqi Prime Minister, Iyad Allawi.
But, in the early hours of Saturday, the marines launched a preliminary attack.
This was their biggest military operation since they began steadily tightening the noose on Falluja's insurgents.
With flashes in the night sky and the sound of automatic fire marking their progress, US ground forces moved through the outskirts of Falluja.
It was a probing attack, a feint designed to draw out the insurgents and reveal new targets for aircraft and artillery.
The sound of war-planes overhead was constant until dawn.
On Saturday morning, we heard the regular "thump-thump" of the marines' offensive forward battery, a terrifying 155mm Howitzer.
In this action, the marines say they destroyed three barricaded fighting positions, an anti-aircraft weapon and a weapons cache.
At our forward base, rockets from the insurgents fizzed overhead a couple of times a day, sending the marines scrambling for cover.
But morale is high. "When we go in, we're going thousands strong and they won't know what hit 'em," said another young marine.
We got the same message from the deputy commanding general here, Denis Hajlik. "We're gonna whack 'em," he told a roomful of newly-embedded journalists.
Apr 2003: US paratroopers shoot dead 13 demonstrators
Nov 2003-Jan 2004: attacks on three US helicopters kill 25
Feb 2004: 25 killed in attacks on Iraqi police
31 Mar 2004: four US contractors killed
Apr 2004: US seals off city
May 2004: Siege lifted
June 2004: Zarqawi loyalists targeted in US raids - continuing to date
Oct 2004: Iraqi PM threatens military action if Zarqawi is not handed over
This is not bloodlust. The marines know better than anyone the reality of combat.
But their mission has changed.
They swept into Iraq in a short, victorious campaign, and quickly settled down to nation-building and peacekeeping.
Now they are about to conduct a frontal assault on a medium-sized city.
Some of those who took part in Operation Iraqi Freedom - as last year's invasion is called - wonder what happened to the "flowers and sweets" that greeted them so promisingly at first.
"Everyone was so friendly when we got to Iraq," said one 19-year-old, slightly bewildered. "I just don't know what happened."
There are few doubters though.
Many of the marines see the Falluja operation as a chance to fix the problem, and turn the tide against the insurgents.
They also show a genuine concern for civilians of Falluja.
"If we can give the innocent civilians back their city, that would be a wonderful thing to do for them," said 2nd Lieutenant Douglas Bahrns, whose squad will fight their way through one of the toughest sectors of Falluja.
Ready to fight
The Marines will be going in very heavy, with M1 A1 Abrams tanks, tracked armoured personnel carriers equipped with cannons and heavy machine guns, mortars, high-power sniper rifles and a variant of the US Army's Stryker vehicle, which deflects rocket-propelled grenades with metal lattice-work on its outer skin.
"The competence and compassion of my marines will mitigate any civilian casualties," said Lieutenant-Colonel Gareth Brandl when asked how he could control where all this firepower would be directed in the narrow streets and alleys of Falluja.
The colonel, a charismatic young officer who is on his second tour in Iraq, will command one of the battalions "at the tip of the spear" in the assault.
We met him in his operations centre, an old Iraqi army barracks, which still had on its wall a large picture of Saddam, dressed as Saladin.
Saddam looked down on Colonel Brandl as he pored over maps with his officers and gave out orders on exactly how the operation to take Falluja would go.
The big question is whether the rebels will stay and fight, or if they will simply melt away, as guerrillas tend to do when faced with a large conventional force.
At the last count, by US military intelligence, the rebels numbered several thousand strong.
But no one knows if they are still there.
Colonel Brandl said he would be quite happy if his marines could just walk into Falluja, but they were ready for a fight.
The threats include roadside bombs, suicide bombers, booby traps, bombs thrown from roof-tops, mosques used as sniper positions, and a small group of Islamist fighters who believe they are about to seek martyrdom in a holy war.
But for the highly-professional marines, Falluja is also a return to the simplicity of combat after the complexities of peacekeeping and an enemy that never shows itself.
"The marines that I have had wounded over the past five months have been attacked by a faceless enemy," said Colonel Brandl.
"But the enemy has got a face. He's called Satan. He lives in Falluja. And we're going to destroy him."