After the surrender of tens of thousands of American troops during the Battle of Bataan, many were sent to a Cabanatuan prison camp following the Bataan Death March. The Japanese transferred most of the prisoners to other areas, leaving just over 500 American and other Allied POWs and civilians in the prison. Facing brutal conditions including disease, torture, and malnourishment, the prisoners feared they would all be executed as General Douglas MacArthur and his American forces returned to Luzon. In late January 1945, a plan was developed by Sixth Army leaders and Filipino guerrillas to send a small force to rescue the prisoners. A group of over a hundred Rangers and Scouts and several hundred guerrillas traveled behind Japanese lines to reach the camp.