This is a partial transcript from "The O'Reilly Factor," April 7, 2004 that has been edited for clarity.

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BILL O'REILLY HOST:  Joining us on the phone from Baghdad is Brian Bennett (search), the Baghdad bureau chief for "Time" magazine, who witnessed combat today in Najaf and yesterday in Baghdad, and Mitchell Prothero (search), a correspondent for UPI, who was actually embedded with the Shiite militants fighting U.S. Forces.

How did that happen, Mr. Prothero? How did you get embedded with the al-Sadr guys?

MITCHELL PROTHERO, UPI CORRESPONDENT: What happened was, as we knew tensions were rising and clashes had been mounting last week, I spent a lot of time going over to the headquarters of Muqtada Sadr's office here in Baghdad and eventually got these guys to trust me to the point where I could hang out and watch them in action and photograph them and talk to them about what they were doing and what they thought.

O'REILLY: All right, so you...

PROTHERO: Now, don't get me wrong. I have not actually gone on operations with them against U.S. troops or anything like that. I've just been in their headquarters and talked to them and their supporters and spent time with them.

O'REILLY: All right, now, is this a power play by them to basically drive the U.S. out so they can take over the country?

PROTHERO: You know, that's a tough call. I mean, what they will say is that they reflect a popular support among a certain portion of the population that's very frustrated with the American-led occupation.

But, you know, Sadr clearly is ambitious, and he's clearly, you know, pushing hard to try to (AUDIO GAP) here in Iraq. So I'm not sure that isn't the case.

O'REILLY: All right, let's go to Mr. Bennett, who was, indeed, in the middle of a firefight. Tell us what happened, sir.

BRIAN BENNETT, BAGHDAD BUREAU CHIEF, "TIME" MAGAZINE: Today, I was in Najaf watching outside of Muqtada al-Sadr's office, watching some of his fighters come out of the office with loaded RPGs and pile into a pickup truck and head off to attack the Spanish troops that are stationed outside of Najaf.

And they came back about 30 minutes later, celebrating the success of their mission, saying that they hit a Spanish tank. And so some of the fighters were willing to take us out to show us the -- what they had done and the results of their mission.

And as we were driving out, we saw one of the Spanish tanks, which had stabilized the situation had -- was sitting in the middle of the road and turned its turrets towards our vehicle, and we veered off the road. A few warning shots were fired above us, and we got off the scene.

O'REILLY: OK. Now, in your opinion -- I'm going ask you the same question I asked Mr. Prothero. Is this a play by Al Sadr and his militants to take over the country? Is that what they're bent on doing?

BENNETT: I spoke with one of al-Sadr's lieutenants today and asked him if this was the beginning of an Islamic revolution in Iraq. And he said, if the Americans continue to react in the way they have, yes, it will be.

And what he's basically saying is that they have tapped into a general discontent among the majority of Iraqis with the way the occupation is going. And they are banking on the fact that an American response, a heavy-handed American response, to this uprising will perpetuate the resistance and, in fact, lead to more people joining their cause.

O'REILLY: OK, but what was the discontent? I don't quite understand that. I mean, it looks to me like we just want to stabilize that country and let the Iraqis run it themselves. So what exactly is the discontent they're talking about?

BENNETT: Well, Muqtada al-Sadr is most popular with the unemployed, with former military regulars who have been laid off and don't have jobs right now, who look around their neighborhood and don't see a lot of immediate improvement over the last 12 months in their lives.

He has tapped into a general feeling that the Americans haven't provided them with the jobs and the reconstruction as quickly as they wanted.

O'REILLY: All right. So he's a demagogue that's trying to seize control. I've got it.

Now, Mr. Prothero, do you think that the United States has the power, based upon your observations in the country, to put down this al-Sadr rebellion and then teach the Fallujah people a lesson as well? Do we have the power to do that, sir?

PROTHERO: I think that it's difficult with the amount of troops that they have on the ground to provide overall security for the Iraqis and for Americans and westerners working here in Iraq.

At the current level of involvement, I think that they probably could handle what Sadr could muster, in terms of a force. But we are hearing now that -- and I've actually witnessed this myself, meetings between sheiks, between the Sunni and the Shia, where it seems as though a lot of different groups, some of which are surprisingly moderate, previous to now, are coming together under the flag of Sadr or at least this popular discontent.

If it gets any larger, I think the United States will have its hands full.

O'REILLY: All right.

PROTHERO: Currently, I think they can handle it.

O'REILLY: Well, you know, you can't allow a 10-,000 man militia at the behest of a 30-year-old fanatic to run wild in the country, Mr. Bennett. Wouldn't you agree? You have to break that militia, I would imagine.

BENNETT: Absolutely. And I think Bremer was right to call Moqtada Sadr an outlaw. He's operating outside of the legal constraints of the coalition provisional authority.

And what needs to happen is the Americans need to come in and establish rule of law in this country. We can't have cities being run by militias like you have in Najaf right now.

O'REILLY: Yes. I mean you have to break these people or it's all over for us. One final question for you, Mr. Prothero -- we basically are, back here in the United States, seeing the Bush administration -- this is a make or break for them. Do the terrorists know this? Do they know that if they continue the chaos that the president might very well lose the election?

PROTHERO: I think that they absolutely know that, by continuing to destabilize Iraq, it makes it more difficult on the Americans in general, within the world and within domestic politics.

But I'd also like to add something on the militia question. While Sadr's militia is certainly, to a certain extent, rebel, just about every other political party in Iraq has militias that have been, more or less, tolerated by the United States and the coalition forces up to this point.

O'REILLY: I think that might begin to change.

PROTHERO: (INAUDIBLE) militias, Badr Brigade has members on the governing counsel. You know, militias are all over Iraq, and I think the United States is paying for having tolerated them in the past.

O'REILLY: Yes, absolutely, and that's got to stop, except if they're on our side. That's always (INAUDIBLE)...

PROTHERO: It's not a new phenomenon here in Iraq. It's been common in the last year.

O'REILLY: All right, gentlemen, thanks very much. We appreciate your bravery over there in Iraq.

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