Ironically, Makin had been the subject of a raid by the 2nd Marine Raider Battalion on the 17th August 1942, about the same time as the 1st Marine Division were landing on Guadalcanal. The raid was designed to keep the Japanese off balance and perhaps force them to divert reinforcements away from Guadalcanal. The 221 Marines landed on Butaritari, the largest island in the Makin atoll, and fought sporadic firefights with the Japanese all day. There was little resistance on the ground but the Japanese subjected the Marines to three air raids and the Marines suffered 30 fatalities. It is a matter of debate as to whether the raid had any lasting impact as to Japanese actions in respect of the Guadalcanal campaign, but what it did do was alert them to the vulnerability of the Gilbert Islands and therefore commit greater men and material to their defence, which would have consequences when the Gilberts became a major objective in the Central Pacific campaign.
The 27th Infantry and 2nd Marine Divisions were subordinate to the V Amphibious Corps for planning and preparation purposes, while during the assault itself, they would both report to their respective task force commanders. Fortunately, its previous planning for the invasion of Nauru was not entirely wasted, but the change in objective left the 27th Infantry with little time to prepare for its combat debut. The assault force would be limited to one regimental combat team, built around the 165th Infantry Regiment, reinforced with the 3rd Battalion, 105th Infantry (3/105), and would be known as the Northern Landing Force. It would also have a number of support elements including the 105th Field Artillery Battalion, the 152nd Engineer Battalion and 193rd Tank Battalion. Rehearsals for the operation began in October with the Army units of the Northern Attack Force practising amphibious assaults in Hawaii while the Southern Attack Force (2nd Marine Division) practised in the New Hebrides. By the night of the 19th November 1943, all the units had sailed to their respective objective areas and were in their assigned positions to begin the assault.
The 1/165 advanced with three companies abreast (D, C and B) with A Company in reserve, gradually extending its line to take over the advance from the 3/165, which was to go into reserve after completing its part of the first phase. The 3/165 advanced with three companies in line (K, I and L) and encountered little enemy resistance in its advance to the main highway. Enemy resistance was finally encountered as the battalion neared the point at which the highway crossed the 'Rita Lake' not far from the beachhead line. L Company was detached (along with a reconnaissance party from the 105th Field Artillery Battalion) to search the area of Ukiangong village to the south. Meanwhile, almost two hours after the initial landings on Red Beaches 1 and 2, the 2nd Battalion, 165th Infantry (2/165) began landing on Yellow Beach (with Special Detachment Z), which was on the coast of the island that faced Northeast. Here the assault forces faced a rather more vigorous and hostile reception than 1/165 and 3/165 had had to face and due to a miscalculation, the assault troops had to wade the last 250 yards in waist high water. However, casualties were relatively light although a number of amtracs were put out of action and two of the tanks that were to support them were drowned out in shell holes. However, the battalion landed and started to clear the general area and the two wharves, while the two old hulks just offshore were subjected to air and naval bombardment. They then began the advance inland, southwards across the island.
This advance was to be closely co-ordinated with the 1/165, who would advance towards the West Tank Barrier (a wide, deep trench zigzagging across the island for most of the distance while a heavy log barricade covered the remainder). Meanwhile the 2/165 would approach from the opposite direction and squeeze the enemy defenders. While the hope was that the first landing on Red Beach would attract the initial attention of the enemy and allow the force landing on Yellow Beach to advance into the enemy rear, the Japanese decided to retreat into the interior and the 165th Infantry was forced to advance and knock out enemy strongpoints one by one. The main point of enemy resistance was, in actual fact, the West Tank Barrier, whose defences were substantially stronger than had been anticipated with numerous rifle pits, gun emplacements and pillboxes scattered along it. The two battalion combat teams attacked and eventually cleared the Barrier, making contact in the late afternoon. The troops settled down for the night and started the advance eastwards the next day meeting only sporadic opposition. The infantry gradually cleared the occasional strongpoint and village but the pattern of fighting continued for the next two days until the 3/165 reached the eastern tip of the island and general mopping up operations could commence. 1/165 and 2/165 re-embarked early and preparations were made to hand over to a garrison force.
Overall, the casualties suffered in the capture of Makin were light for both sides, compared to the fighting that occurred on Tarawa. The Japanese suffered around 400 killed, the US Army suffered 251 casualties (66 killed) and the US Navy suffered 1,043 casualties (752 killed) due to the escort carrier Liscombe Bay being torpedoed and sunk by a Japanese submarine. While the fighting cannot in any sense be compared to that of Tarawa, the US Army learned important lessons in the conduct of amphibious operations in its capture of Makin. These included the importance of preliminary reconnaissance, the necessity for stronger pre-assault bombardment, the proper waterproofing of equipment, improved procedures for the co-ordination of assault forces (particularly if they were assault different sections of the island) as well as longer and more integrated pre-assault training exercises.