de Ocampo, and by 5 February, they were on the outskirts of Manila. Japanese defense As the Americans converged on Manila from different directions, they found that most of the Imperial Japanese Army troops defending the city had been withdrawn to Baguio, on the orders of General Tomoyuki Yamashita, commander in chief of Japanese Army forces in the Philippines. Yamashita planned to engage Filipino and U.S. forces in northern Luzon in a co-ordinated campaign, with the aim of buying time for the build-up of defenses against the pending Allied invasion of the Japanese home islands. He had three main groups under his command: 80,000 men of the Shimbu Group in the mountains east of Manila, 30,000 of the Kembu Group in the hills north of Manila, and 152,000 in the Shobu Group in northeastern Luzon. General Yamashita did not declare Manila an open city, although General Douglas MacArthur had done so before its capture in 1941. Yamashita had not intended to defend Manila; he did not think that he could feed the city's one million residents and defend a large area with vast tracts of flammable wooden buildings. Yamashita did order the commander of Shimbu Group, Gen. Shizuo Yokoyama, to destroy all bridges and other vital installations and then evacuate the city as soon as any large American forces made their appearance. However, Rear Admiral Sanji Iwabuchi, commander of the Imperial Japanese Navy's 31st Naval Special Base Force, was determined to fight a last-ditch battle in Manila, and, though nominally part of the Shimbu Army Group, repeatedly ignored Army orders to withdraw from the city. The naval staff in Japan agreed to Iwabuchi's scheme, eroding a frustrated Yamashita's attempts at confronting the Americans with a concerted, unified defense. Iwabuchi had 12,500 men under his command, designated the Manila Naval Defence Force, augmented by 4,500 army personnel under Col. Katsuzo Noguchi and Capt. Saburo Abe. They built defensive positions in the city, including Intramuros, cut down the palm trees on Dewey Blvd. to form a runway, and set up barricades across major streets. Iwabuchi formed the Northern Force under Noguchi, and the Southern Force under Capt. Takusue Furuse. Iwabuchi had been in command of the battleship when she was sunk by a US Navy task force off Guadalcanal in 1942, a blot on his honor which may have inspired his determination to fight to the death. Before the battle began, he