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For Lieutenant Colonel McClernand Butler, serving America with distinction during wartime is a family legacy. Born on July 10, 1910, in Springfield, Illinois, Butler commanded the 3rd Battalion, 395th Infantry Regiment, 99th Division, at Hofen during the Battle of the Bulge. In so doing, he upheld a family tradition that spans several American conflicts.

One of his great-grandfathers, General John Alexander McClernand, commanded infantry during the Civil War. Having already had several horses shot from under him during the fighting, the general was again on horseback with an aide holding his horse’s reins when a Rebel bullet severed the reins. ‘This is getting damned annoying,’ McClernand reportedly exclaimed.

Butler’s uncle, General Edward J. McClernand, fought in the Indian Wars, earning the Medal of Honor. Butler’s father was a major in the Illinois National Guard and urged his son to become a guardsman when he was 16 years old.

In the early 1930s, McClernand Butler attended the U.S. Military Academy at West Point for a time. He returned to Illinois and in 1933 was commissioned a second lieutenant in the National Guard. On March 5, 1941, as the United States began to mobilize its forces for the possibility of war, Butler became a second lieutenant in the Regular Army.

Promoted to lieutenant colonel on March 21, 1944, he would remain in the Army until January 14, 1946. Because of his exploits during World War II, the French army asked Butler to write a paper on battalion-size night attacks.

After the war, Butler and his friend Colonel G.B. Lahey formed an Illinois National Guard unit. Butler returned to Army service during the Korean War. Among his military awards are the Silver Star, a Distinguished Unit Citation, the French Croix de Guerre, the Belgian Fourragére, the Belgian Ordre de la Couronne, the Bronze Star Medal and the Oak Leaf Cluster.

For many years, Butler was an office manager for Illinois Bell in Ottawa. In retirement, he continues to live in Ottawa with his wife, Madge. Interviewed recently for Military History Magazine by Matthew Cappellini, Butler shared his memories of battalion command during the final six months of World War II.

Military History: You served with the Illinois National Guard in Springfield starting in 1933. Later, you served in Taylorville. You were still with the Guard, right?

Butler: Yes. But when that was over, I finally had to have a job. I got one with the telephone company as a salesman and went down to Alton, Illinois, to sell telephones. It’s there that I met my wife. Picked her up on the depot platform and married her six weeks later. And I was sure I had all the answers in the world. Well, I didn’t. Then I was transferred back up to Springfield. Then the war came along.

MH: In March 1941, you began your Regular Army career as a second lieutenant. What were your orders?

Butler: I was sent down to Fort Benning, Georgia. Instead of getting the basic course there, I got the Battalion Commander Staff Officer Course, which I had a lot of difficulty with because it was way over my head. I had to do an awful lot of studying. By the time I got through that school, the unit had been mobilized and was down at Camp Force, Tennessee. I went there and was with the National Guard for a year’s training at Camp Force. Just before we were supposed to be sent home, war was declared on Japan in December 1941. After that, everything was frozen.

MH: What kind of training went on at the command school?

Butler: The basic course taught officers to shoot. I went into the part of the course that dealt with the tactics of the battalion, including an officer’s staff duties as S-1, which is administrative; S-2, which is intelligence; and S-3, which is plans and training. At that time, I was given instruction on how to run a battalion, both in offense and defense, and how to utilize the weapons that we had. Although it was a three-month course, it was very concentrated. Later on, I was sent to Command and General Staff School at Fort Leavenworth, Kansas. There, they took it from the level of a regiment–how to deploy battalions within a division and how a division runs.

MH: How many men were in a battalion?

Butler: It could run from 800 to 1,000. That can be changed by the theory of the brass who are running the Army or by necessity. For instance, after the Bulge was won, the Army found that the triangular division of armor was not what it should be as far as they were concerned. Our commanders had married a battalion of tanks with a battalion of infantry to support the tanks. Then they found out the infantry wore out before the tanks did. So the corps commander, who was in charge of several divisions, would call for a battalion of infantry to be drawn out of another division to help the tanks. Because of the reputation I and my battalion had established during the defense of Hofen, we were used quite often. That’s where the ‘bastards’ comes from. We fought with an awful lot of outfits besides the 99th Division.

MH: What did your new command do next?

Butler: We went on maneuvers. We were one of those units that was in the States while the war was going on. During that period of time, units that were fighting overseas would ask for replacements because they were suffering heavy losses. Consequently, the personnel in the battalion were constantly changing as men were shipped out to the front. We got through with our maneuvers; then, at the end of the training, the Army found out that it needed more fighting bodies than it needed brains.

MH: What did it do to satisfy that new requirement?

Butler: The Army did away with the ASTP boys. That was the Army Special Training Program, a bunch of youngsters who ranged in age from 18 to 20. Those young men were in good shape physically as well as mentally–most of them were being trained to be engineers, so they were pretty sharp. Before we went overseas, the Army shipped in between 4,000 and 5,000 of those ASTP boys. I was given the job of training 1,000 of them, who were split up between the three battalions in my regiment. We gave them a very rapid course, but they were smart enough. They were trained on the rifle, the light machine gun, the Browning Automatic Rifle (BAR), the mortar–60mm and 80mm–as well as some tactics. When they were done with that, they were transferred into the companies to fill them up; then we were shipped overseas.

MH: At that point, the whole battalion was ordered overseas?

Butler: Yes, the whole 99th Division. We arrived in England, were there for awhile, and then we were shipped to France. My battalion and I landed in Le Havre. It was my first sight of what war really meant. Le Havre had been worked over pretty well by bombers. When we landed, they had 6-by-6 trucks waiting for us. They had taken bulldozers and bulldozed a path away from the shore and on out through Le Havre. The debris, held back by cobblestones, was 16 feet high on either side of the road all the way out of town.

MH: Where did you go from there?

Butler: We were trucked to the small town of Aubel, Belgium. Although the Allies had cleared it, there was still some kind of combat going on. I heard them firing automatic weapons. I think that two factions in Belgium were trying to gain control of the government, and they were fighting among themselves. From Belgium, my battalion was shipped to Hofen, a key point in the Siegfried Line. My battalion held that key position on the north flank for about a month, until the start of the Battle of the Bulge on December 16, 1944. The Germans didn’t hit us right away; we were there for three weeks or so. I had a lot of luck, in that I had time to move in, organize the battalion and issue orders before the fighting started.

MH: What about when the German attack came?

Butler: Well, I learned a lot. You think you are a good leader, but you don’t know until you hit combat.

MH: What were your experiences during the Battle of the Bulge?

Butler: I was shot at by a sniper every day. We got on pretty good terms, really. He was a good soldier. We never got him and he never got us. I stopped one day to talk to a chap, a real good soldier, who was sitting on the end of a fence. As I stopped to talk to him, a sniper cut loose and shot a twig off the tree between the two of us and over our heads. It floated down and I said: ‘I thought I told you to get that SOB. He’s been shooting at me every day.’ The soldier said: ‘You know, he’s a good soldier; he’s the best. We’ve tried everything we can think of to get him, and we haven’t been able to do it.’

MH: Why didn’t you two take cover?

Butler: When you’re shot at by a sniper, you can’t act like he’s getting close to you, because then he knows he’s got the range. So we just continued our conversation so he couldn’t tell if he came close to us or anything else.

MH: How far away would the sniper have been?

Butler: We were never able to pin it down. I think he was somewhere between 300 and 400 yards, which is well within range. But he wasn’t sure of the wind and the range, and nobody was telling him whether he was coming close or not. I don’t know if he was targeting anyone in particular. You see, I went along the line, which was 6,000 yards, every day. I would stop along there to talk to the men. One sniper would be down at one end, one would be in the center and one would be at the other end. But they were far enough away.

MH: How close did they come to hitting you?

Butler: Oh, I think 6 inches. Later, when I was with Albert, my driver, I had my windshield shot out seven times over the six-month period I was in combat. Albert was very cheerful. When we finally got to Bergheim, my windshield was shot out again, and Albert said, ‘Sir, they’re going to get you the next time.’

MH: Your unit was still on the Siegfried Line?

Butler: Yes, then all hell broke loose. There were the snipers and there was incoming artillery. I didn’t get hit, but it came close. The Army had told me that one can’t outrun a grenade. But you can. The men would take a stake, pound it into the ground and wire a grenade to the stake. Then they would take a thin wire and run it from the handle of the grenade across whatever area they wanted to booby trap. If you ran or walked through there, you would trigger it and it would go off. You can run about 10 to 16 feet and then you dive headfirst before the grenade goes off. The Army had also told us that the shrapnel from a grenade goes all the way around. But the grenade actually has one side weaker than the other. When it explodes, the shrapnel goes one way and leaves the other side open. I just happened to be on the side away from the shrapnel. That happened maybe five or six times.

MH: You were very lucky to escape serious injury. What was your closest call during the Ardennes offensive?

Butler: I’m lucky to be alive, there’s no question about it. The time I met my moment of truth was when the Battle of the Bulge took off. I had taken the snipers and the artillery for granted, but I had never before come under a heavy artillery barrage. When the barrage hit in the morning, it was still dark. The Germans shelled us for about 30 minutes. When it stopped, there was just silence, nothing.

MH: What happened then?

Butler: I had no communications, and I knew that the communications platoon was down the street about a block. So I took off by myself. We had strung telephone wires, and they were all hanging down. The Germans had thrown in some 105mm, 155mm and 120mm mortars. They’d also thrown in some Nebelwerfer rockets. The rockets were about 2 feet in diameter. When I stepped out of the house, one of those was sticking nose down in the front yard. It was a dud. It was dead silent, and as a walked around that rocket, I had never felt so alone in my life. I tried calling headquarters, but it was a useless call. The division was so tied up everywhere else that they weren’t paying attention to me. My men, meanwhile, had gone into action.

MH: What did your men encounter in that attack?

Butler: The Germans had set up some huge searchlights. Because it was night, they decided the searchlights would guide their men into Hofen. That was true, but the searchlights were even better for us, because they silhouetted the enemy. It was not a moonlit night; it was completely dark. My men were trained well enough that they waited until the Germans got pretty close before they opened up. The Germans were coming into the line in column. There were at least two cases I know of where an American with a BAR cut loose and the lead German in the column fell into the U.S. serviceman’s foxhole. In both cases, one GI liquidated 35 to 40 Germans.

MH: Your part of the Siegfried Line was clearly holding its own, but how were other units faring elsewhere along the line?

Butler: Nobody else was holding.

MH: How did that affect your battalion’s situation?

Butler: You have to realize that the scope of what one man knows is going on extends to about only 4 to 6 feet on either side of him. That’s all he knows. He’s got to trust that the man on either side of him is going to do his job. Those men did their job. One of the Germans who was captured later on in the fight had been at Hofen. Before he was led away, he turned to the interrogator and asked what outfit the Americans had at Hofen, saying, ‘It must have been one of your best formations.’ The interrogator asked, ‘Why do you say that?’ The German said it was because of their ‘cold-blooded efficiency.’ The Army determined that at Hofen, we were outnumbered 6-to-1, and we got credit for destroying the enemy at a rate of 16-to-1.

MH: Did you, as battalion commander, get involved in questioning prisoners?

Butler: No, it is the S-2’s job to do that. The war prisoner is an expensive commodity. You’ve got to guard him. If he gets away, he knows where your installations are, so he can guide his buddies back in. So you can’t let him take advantage of getting loose. On the first day, we took either 17 or 27 prisoners. And we took more after that. Every man that I have in back of the line to guard prisoners is one less man available to fight. You can’t afford to let them escape, and under the rules of war you can’t hurt them. Here’s how my S-2 handled it. He found a barn with some horse stalls in it. As the prisoners came in, he laid them down in the bottom of a stall. When the next ones came in they were laid on top of those. He stacked them up like a cord of wood. As he interrogated them in turn, he would put them in another stall and stack them up. In that way, only one man was needed to guard both stalls.

MH: As the Battle of the Bulge continued, you weren’t really aware of what was going on around you?

Butler: Not to the extent that it really mattered. At the end of the third day, the only thing I could tell was that the artillery fire that was coming in and hitting our unit was 10 degrees out of 360. In other words, the Germans and the Americans had sagged back on either side of us. We were sticking out like a finger there.

MH: How did you hold out?

Butler: During the last real push by the Germans to take our position, we stopped them with ammunition that the pioneer platoon leader had gone back and got from an abandoned ammunition dump. He’d loaded up a 6-by-6 truck and brought it up. We stopped the tail end of that last push with guns and ammunition taken off the German dead. It really got down to the nitty-gritty. The Germans did what any logical person would do: They kept the pressure on when they weren’t going anywhere and sent the rest of their troops around to where they were making some headway.

MH: What did that mean for your unit?

Butler: We kept on fighting; we sent out patrols. We had some difficult fighting, but not the kind of fighting they had at some of the other locations, where they hadn’t held fast.

MH: Can you describe the weather conditions during the fighting?

Butler: It was extremely cold. The snow got up to 12 feet deep in drifts. I think it was about 3 feet deep on the flat. A man who got hit in the open could die within 15 minutes unless he got evacuated. It was bitterly cold and it was a miserable time. We had two things that helped. First, we held, so that the men, whether in buildings or in foxholes, had time to fix up their little corner of the world. As long as they stayed there, they were in pretty good shape. In other places, where you were just lying in the snow, you started digging in and then your feet got wet. You’d get trench foot, which literally meant your foot would rot off. The men improvised to keep warm. One man had a pair of galoshes and he found a fur coat. He cut that up and put it in his shoes.

MH: What about the patrols your unit sent out?

Butler: We were told to get some prisoners. There again, I had to use my head. The Germans knew that Americans usually moved in defilade, taking shelter behind hills and other natural obstacles. So instead of sending the patrol out along a ditch or gully–and it was snowing so hard that you couldn’t see too well–our patrol went out across an open field. One of our patrols found a pillbox made of logs, with a stove inside. One of my soldiers climbed up on top of the pillbox and dumped a grenade down the smokestack of the stove. When it blew up, the Germans who had been inside the pillbox thought that wasn’t a good place to be. The ones who came out were killed, and the ones who had stayed in the pillbox were captured.

MH: What other incidents occurred during patrols?

Butler: In the middle of the night, a German company commander got information that the ground had been cleared. He marched his company, about 200 men, up to an occupied house and across a ditch from where a BAR man was dug in. Once the German officer got there, he called for a meeting of his noncoms–at a spot right in front of this BAR man’s foxhole. That was a long night. The BAR man stood it just as long as he could and then he cut loose. The Germans pulled back to organize, and he pulled back to another foxhole. They attacked and he cut them down again. Then he moved back to his original foxhole and the Germans attacked where he’d been. He cut them down again. Then the rest of the men in the eight-man squad got into the act. Come daylight, there was one lieutenant and about eight Germans left.

MH: Do you believe that your battalion affected the outcome of the Battle of the Bulge?

Butler: If the Germans had broken through us, the story of the Battle of the Bulge probably would have had the same ending. But if we hadn’t held, the 99th and the 2nd Infantry divisions would have been outflanked and surrounded.

MH: Did your battalion get a reprieve when the Bulge fighting slacked off?

Butler: We were told to hold right where we were. The only R&R [rest and recreation] anyone got was when he was wounded. We went on to Hollerath, Germany, which also was part of the Siegfried Line. When I got to Hollerath, we were in the line, but the pillboxes were pointed in a direction that didn’t do us any good in the fighting. By that time, the Germans had lost a tremendous number of men that they couldn’t replace. We had lost men, but we could get replacements. At Hollerath, I set up my headquarters in a pillbox. It could house about eight men; it also had two openings for machine guns. The openings were made of case-hardened steel, and the doors were on ball bearings, so that you could close them with one finger. The box itself supported another pillbox. In other words, this pillbox fired in front of that pillbox and so on.

MH: Where did you go from there?

Butler: From there the battalion was sent back to get new guns, new clothing and get cleaned up. We got a little training. I forget what they tried to stuff in us. Then, about three weeks later, we went back into the line. The first place we hit was Bergheim, which was the door to the Rhine. I took that town with a night attack and didn’t lose any men. The biggest difficulty in carrying out a night attack is control, and having men who can coordinate well as a team in the dark. I decided to stage the night attack at Bergheim because my troops would be going across an open area about 500 yards long and 400 yards wide. There was no cover. It was like a golf course, so I used the night for concealment. We caved in the security platoon, captured it intact. Although the Germans fought for the town, we had everything going our way. The only men I lost were two soldiers who, after the fighting had died down, went out to investigate a car they thought they might be able to capture. An 88mm gun overlooking Bergheim killed them. We then went up and took a town by the name of Kuckhof. It was then that I had my first large loss of men killed at one time. In one of the squads, a man had a bazooka. When the rocket stuck in it, he pointed the tube muzzle down to get it through, and it went through–and exploded. Before long, the Germans figured something was wrong and opened up with artillery. I lost about 30 or 40 men.

MH: Where did your battalion head from there?

Butler: We were withdrawn from Kuckhof. They had me and the battalion come back to Gohr and get decorated with the Presidential Unit Citation for our defense of Hofen. Then we went across to the Remagen bridge. The Remagen bridge, over the Rhine River, was something else. It was a large, two-lane railroad bridge with a concrete civilian walkway on one side. We got it intact. When I got there, the Germans had the high ground overlooking the bridge and were firing 8-inch shells at it. Those shells would come in and explode, cutting a girder or two, or they would go on down and hit the river and explode. A shell would come in about every three minutes.

MH: What was your role in securing the Remagen bridgehead?

Butler: I went across the bridge and reported to Maj. Gen. Louis A. Craig, commander of the 9th Infantry Division, who had his headquarters in the basement of a hotel. He ordered me to go up and relieve a battalion at Bruchhausen that had been pretty badly shot up. I stayed on that bridge four hours, getting my men across. That was a little hairy because enemy shells were coming in. You could hear them, but we didn’t have anywhere to go, so we could only stand there and let them come. Nevertheless, I got my men all the way across.

MH: What happened when you reached the east bank of the Rhine River?

Butler: There was a tremendous amount of liquor in the town. When I say tremendous, I mean it was the wine belt. Craig had issued orders to get rid of the wine and the cognac. The MPs had taken some axes and cut holes in the bottoms of the kegs. At the time I received my orders, I was standing in about four inches of cognac. We got up to that town and things quieted down. The men started looking around and they noticed the liquor, too. To make a long story short, when I was moved from there I had a drunken battalion on my hands. The only thing I could think of to do was turn down the offer to transport the troops in trucks and make them walk to where we had to go. They were mad at me, but they came in sober.

MH: Was the German resistance collapsing?

Butler: Yes and no. They were trying their best to stop us, wherever there was a line of resistance. Our next fight was getting across the Wied River, where we suffered some casualties. From there, I was moved with the 7th Infantry Division. Our job was to go around and get in back of the Germans. To get there, I was given the job of cutting the Autobahn, which is a four-lane highway. There again I had to make a night attack. We were 10 miles behind the line. We got in there at night and withstood two counterattacks from the Germans, which we didn’t have any trouble checking. Come daylight, it was like shooting fish in a rain barrel because we had the high ground. Between our direct fire and artillery fire, the enemy had to pull out.

MH: When did you next encounter stiff resistance?

Butler: The next time was when we went around in back of the Germans in the Ruhr Pocket. We assaulted Hemur, and there again they didn’t want to give up, but we took that town. That was the end of the fighting. Somewhere around 300,000 Germans were captured. Then we went on down to the south where Patton was and we crossed the Altmühl River. Think that over–moving with guns and ammunition, we went from the Altmühl to the Danube on foot and carried our weapons. We had one jeep as an ambulance. We moved 50 miles on foot and started fighting when we got there. We stopped at the Danube.

MH: What was the final cost in casualties of your battalion’s remarkable advance?

Butler: In six months of fighting, I had about 300 percent turnover in the battalion. The average number of men in a platoon of 50 who hadn’t been hit by that time was two. One of the things I can’t understand was why I was able to maintain such a well-coordinated battalion with that amount of turnover. I guess the new men were able to pick up the necessary knowledge right away. On April 30, as we were crossing the Isar River, I physically collapsed. I was evacuated.

MH: Were you ever wounded?

Butler: I got the Purple Heart. One of those times an artillery shell didn’t miss me. I had some cracked ribs, but I was lucky to be alive.

MH: You still have great pride in your battalion, don’t you?

Butler: As far as I was concerned, they were the best outfit in the entire First Army. And they thought I was the best battalion commander. You can’t get anything better than that.


This article was written by Matthew Cappelliniand originally published in the June 1996 issue of Military History magazine. For more great articles be sure to subscribe to Military History magazine today!