Simultaneous with the Battle of San Antonio was the First Battle of Houston, fought during the same time frame. The Soviet Gulf Front was the formation involved, and this was led by the Soviet 28th Army from the Beylorussian MD, though four of its divisions were out of GSFG, along with many of its army-level units. The Cuban 3rd Army was the second combined-arms army, with three motor-rifle divisions, an infantry division, and the crack 101st Armored Division from Havana. Following up was the 1st Guards Tank Army, also from GSFG, though two of its four tank divisions were left behind in East Germany, with two others coming from the Central Asian MD. In addition, there were two Mexican divisons also attached to the Front.

28th Army consisted of the 27th and 207th MRDs and the 25th TD, all out of GSFG, the East German 11th MRD, and the crack 120th GMRD from Beylorussia-the famous Rogachev Guards. The Army also had an independent air assault battalion, two independent tank regiments, an independent motor-rifle regiment, as well as Army-level artillery and engineer assets. They would push up to Houston from the south, via U.S. 59 and Texas routes 35 and 288. The Cubans would also participate, coming in along I-10 and U.S. 290, with 1st GTA pushing north towards Bryan and College Station.

By contrast, the defenders were outnumbered and outgunned. Only two divisions: the 5th ID from Fort Polk, LA and the recently redployed 8th ID from West Germany were available, along with a number of National Guard and reserve units, both Army and Marine. A provisional brigade made up of the latter made up for the 5th ID's 256th Mechanized Brigade from Louisiana, which was still in the process of mobilization. Maj. Gen Calvin Tyler, who had recently stepped down as commander of I Corps at Fort Lewis a year earlier, was appointed to command what became XII Corps, and he brought an ARNG artillery brigade and a SC NG armored battalion that had a REFORGER mission for 2nd AD with him. His mission was simple: delay the advance as long as possible, and enable the evacuation of both civilians and of NASA.

NASA had already started the evacuation process on 6 September. A USAF C-141 arrived at Ellington Field that afternoon and loaded a precious cargo: moon rocks. The entire collection, in their boxes, was flown out to Dobbins AFB, Georgia, where a temporary home was made ready at Georgia Tech. Further flights, with both USAF transports and CRAF airliners, began flying out JSC employees, contractor personnel, and their families to Huntsville-Madison Jetport in Alabama, where they would set up shop at Marshall Space Flight Center and the Redstone Arsenal. A pair of Pan Am 747s arrived on 7 September to pick up a very precious cargo: the Astronauts and their families, and fly them to the same destination in Alabama. While that was going on, JSC was being systematically stripped of everything that wasn't nailed down, from Mission Control computers, to displays in the JSC museum, shuttle simulators, training aids, and so forth. What couldn't be flown out was either trucked out or shipped out, and this even included the displays in the outdoor Rocket Park, including a Saturn V Rocket, loaded onto the amphibious carrier U.S.S. Belleau Woodat the Port of Houston. Even a regimental commander in 28th Army, which took Clear Lake City and JSC, compared the evacuation to the Soviets' own removal of factories ahead of the Germans in 1941, though other Soviets would not be so complimentary.

The battle opened on the afternoon of 10 September 1985, as lead elements from 28th Army encountered the 8th ID at both Sugerland and Alvin, along U.S. 59 and Texas 35, respectively. The 207th MRD ran into a brigade of 8th ID at Sugerland, while the East German 11th MRD hit 3rd Brigade, 8th, at Alvin. The East Germans, with two BTR-70 Regiments and a BMP-2 Regiment, took a bloody nose at Alvin, as 8th ID used their M-1 tanks and early M-2 Bradleys to devastating effect. The 207th, with two BMP-2 and one BTR-70 Regiments, was also mauled, with the single BTR Regiment being reduced to battalion strength. Only the appearance of the 120th GMRD on Texas 288 forced the issue, with the defenders falling back to the I-610 loop.

To the right, the two indepenent regiments pushed east, cutting I-45 and sealing off Galveston Island from the mainland, while the 896th Independent Air Assault Battalion seized the I-45 bridge linking Galveston Island to the mainland. Only the 25th TD remained in reserve, as the Army Commander, Col.Gen. Mikhail Borisov, did not want to commit his tank division into what was becoming a major urban battle.

While that was going on, the Cubans pushed in along I-10 and U.S. 290. The Cuban 20th MRD faced 1st Brigade, 5th ID along I-10, and they suffered heavily. Although the M-60A3s and T-62s were relatively even, the superior training of the American tankers and the thermal sights the M-60s were equipped with, gave them the edge, and the Cuban division was impaled. Only the presence of the Cuban 16th MRD north of I-10 decided the issue, as 1st Brigade fell back to the I-610/U.S. 290 interchange.

To the north, the 2nd Brigade, 5th, along with the provisionals, made their stand along U.S. 290. They sprang their ambush at the junction of 290 with both TX Hwy. 6 and FM 1960, with the Cuban 17th MRD as their victim. Again, though outnumbered, the defenders used their M-60s to their advantage, while also perfecting a tactic that soon spread: mining of gas stations. A number of gas stations were mined by 5th ID's engineers, and as advancing tanks or APCs arrived at the stations, the charges were set off, usually by remote control. The result was that the attackers were slowed down, and began treating each gas station as being booby-trapped, even if that was not the case. The tactic also had an unfortunate side effect, as Maj. Gen. Carlos Ruiz Sanchez, the commander of the 17th MRD, believed that local civilians had taken part in the sabotage. The reprisals he took as a result earned him a death sentence at the postwar Tier II trials, as a number of mass shootings and hangings were carried out by his men.

That evening, the situation was becoming more grim for the defenders. Ellington Field had come under heavy artillery fire, and though NASA's aircraft had already left, the TX ANG's 147th FIW was still there, and their 18 F-4Cs had provided air cover throughout. Only when the base came under artillery fire did the 147th leave, heading for Southwest Texas Regional Airport in Beaumont. A-10s from the 23rd TFW at England AFB in Louisiana and the Louisiana ANG's 122nd TFW with F-15As still provided air support to the defenders, even as the perimeter began shrinking.

The next morning, 11 September, found both defending divisions split. 3rd Brigade of 8th ID found itself having to pull back to Deer Park and Laporte, after blowing the fuel storage tanks at William P. Hobby Airport on their way out. Another brigade (2nd) was forced to withdraw under heavy pressure from the 120th GMRD, while the 1st Brigade, 8th, fell back into Downtown Houston, blowing the I-10/I-45 junction bridges along the way. The 5th ID fell back to Houston Intercontinential Airport, where the divisional aviation brigades from both divisions had been operating, enabling the Cubans to push south along I-45 towards Downtown Houston. That afternoon, General Tyler requested permission from Fifth Army HQ, now at Waco, to pull back and regroup his two divisions, and the request was granted.

12 September found 8th ID's 3rd Brigade holding off a major attack by the East Germans, but managing to hold the Fred Hartman Bridge between La Porte and Baytown until the last possible moment, enabling thousands of civilians to get across and to I-10 and head east. The brigade then crossed, and as the East Germans closed in, the bridge was blown up in their faces. While that was going on, 2nd Brigade, 8th, got across the I-610 east bridges before not only blowing them, but also blew up oil storage tanks at the Port of Houston, which itself had been blocked by several freighters being sunk in both the port and in the Houston Ship Channel. Only 1st Brigade, 8th, was unable to extracate itself, as it was soon cut off in Downtown Houston, to face the 207th and 27th MRDs.

The final battle for Houston took place the next two days. Refusing a demand for surrender, the 2,000 soldiers of 1st Brigade, 8th ID, made their stand in Downtown Houston, and they made the attackers pay a price. 27th MRD sent its two BMP regiments in, and one of them was quickly gutted as its commander insisted on a mounted attack. Heavy air and artillery bombardment took a toll of the defenders, but they remained firm, despite being squeezed into a smaller pocket along U.S. 59 and south of the Buffalo River. The brigade's one tank battalion, though, requested permission to break out, along with whatever servicable Bradleys were left, and permission was granted. The dozen remaining M-1s of 1-68 Armor, with the brigade's remaining Bradleys, used stealth rather than brute force to break out-slipping to Wayside Drive and alternate U.S. 90. There, they moved north, ripping up Cuban and some Soviet flank guards "with the finesse of a chain-saw murderer" as Capt. Mark Clawson, the acting battalion commander, said later. After getting to U.S. 90, 1-68 armor pushed east to Barrett, where they made contact with 2nd Brigade.

The final act took place on the morning of 14 September. Then, the remaining elements of 1st Brigade, 8th ID, fought their final battle, pinned up against the Buffalo River. Only after a hurricane of air and artillery bombardment, which also included SCUD missiles with HE warheads, did the two attacking divisions mount their final assault. Only 200 soldiers from 1st Brigade survived to be taken prisoner, though, as in San Antonio, others managed to shed their uniforms and hide amongst the civilian population. And as the battle ended, KGB, DGI, and a special GRU team arrived, and as in San Antonio, arrests, deportations, and executions began. The GRU team, tasked with seizing Johnson Space Center and taking its personnel and equipment back to the USSR, found the place abandoned and stripped. The resulting rampage of Khovoshtov, "The Butcher of Clear Lake City" earned its perpatrator a death sentence after the war, and even at least one assassination attempt prior to war's end.

Three years of occupation followed, until Operations LONG RIFLE and GULF HAMMER liberated the city in the Summer and Fall of 1988.

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