With field guns, tanks and howitzers trained at his camp, an estimated 2,000 troops assembled and more guns coming from Baghdad, the threat was imminent.
For young Bill Bullock and his RAF comrades this was the reality of war in 1941.
They were under attack from the Iraqi army, who he reports wanted the British out of Iraq.
He recalls this would let in the Germans with the promise of the Habbaniya Base, giving Germany access to the oil supplies of Iraq and Iran - a crippling blow to the Allies.
It is just one of the many dramatic events during the life of the Coningsby and East Kirkby RAF veteran, who also worked on the Lancaster Dambuster bombers.
Mr Bullock has just celebrated his 100th birthday and was one of the WWII ground crew who attended a get-together at the Battle of Britain Memorial Flight centre in Coningsby.
He can still recall in perfect detail the events in Iraq in 1941.
He said: “Our bombers took to the air at first light and circled the plateau then, at precisely 5am on May 2, started bombing.
“The Iraqi Army immediately started shelling the camp with all their guns, aiming mostly at the hangar area from where a lot of our planes operated.
“The RAF suffered heavy casualties that day, losing 22 aircraft and ten pilots, either killed or too seriously injured to fly, as the Iraqi Air Force had also attacked us with their far superior aircraft.
“We stopped our bombing operations at dusk, but the Iraqis kept up their shelling, continuing all through the night. “Some estimated that we had a shell every minute from 8pm to 5am next day. So we bombed them heavily every day for the next four days, whilst they bombed and machine-gunned us daily, and continued to shell us day and night.
“On May 6 the Iraqi Army started to leave the plateau, thoroughly beaten and demoralised by our determined efforts, and we also hammered them well in their retreat.”
At the end of his overseas tour Mr Bullock was stationed at East Kirkby, supporting two Lancaster Squadrons as a technical adjutant. There he met his late wife Mary at a ball, before being posted to Metheringham and then Coningsby as an engineer officer. He now lives at Westerly Retirement Home in Woodhall Spa.