CAMP VICTORY, Iraq — Referees whistle fouls during the opening game of a night basketball league. Soldiers mill about fast-food joints, waiting for Pizza Hut to call their orders over the blare of pop music. A soldier and an Asian worker chat in the shadow of a blast wall.

Explosions periodically rumble in the distance.

Here at Camp Victory, which some soldiers jokingly refer to as "Campus Victory," the war seems farther away than the distant blasts — even though the sprawling base near Baghdad International Airport is the headquarters for the U.S. military in Iraq.

Elsewhere in Iraq, many of the 130,000 American troops live in spartan conditions and exchange fire almost daily with insurgents. Hundreds of Marines in outposts along the Syrian border go weeks without showers or hot meals.

But at Camp Victory, a complex of caramel-colored stone palaces, American and coalition personnel now enjoy an array of modern conveniences and amenities.

U.S. troops search for their SUVs in packed parking lots where Saddam Hussein once strolled. Soldiers in a clear blue pool play water volleyball. Manicures are available at a beauty parlor and contractors stroll home with their dry-cleaning in tow.

The pool and palaces were inherited from Baath Party strongmen, but many of the comforts came in the caravan of amenities that trails the modern American military. Better living conditions are part of efforts to retain soldiers who've recently spent more time beside their fellow troops than their wives or children. The efforts are appreciated by some.

"Camp Victory is the place where dreams are made," said Spc. Paul Gober, an Illinois National Guardsman from Chicago, shortly before he went for a swim.

At Camp Victory's pool, dozens sunbathed or swam, paying no attention to the distant blasts.

"Taking a swim. Surfing the Internet. And I'm getting paid for this?" said one soldier as he toweled himself off.

Life is far different in most of the dozens of U.S. bases across Iraq, many of which are dusty stretches of drab blast walls, dirt barriers and white trailers. Outside the city of Samarra, soldiers live beside an abandoned granary crawling with rodents.

To some infantrymen patrolling hot and dangerous streets across Iraq, the contrast in living conditions doesn't go unnoticed. Troops on isolated bases often ask visiting contractors or reporters if the stories about the U.S. Embassy complex in Baghdad or the Balad air base, known for its Olympic-size swimming pool and cinema, are true. Some stories are.

"There's some humble as hell living out here, some of these soldiers out there in the field," said Spc. Matt King of Charlotte, N.C., as he ate on a picnic bench outside a Pizza Hut branch located in a trailer. Workers said about 500 pizzas are served daily at Camp Victory. About 400 customers visit the Subway sandwich shop next door every day.

The appearance of large, well-equipped bases is partly due to a strategy that calls for Iraqi troops to take on more of the fighting while the Americans draw back in reserve. Large bases have been built outside Tikrit and Mosul as the Americans lower their profile in those areas.

Some U.S. officers acknowledge that troops based in comfort will find excuses to go on missions. For example, one Marine commander near the western city of Rutbah decided to limit comforts, allowing an Internet cafe but opting to keep his dining hall in the hands of Marine cooks instead of contractors.

"The thing I worry about Camp Victory and these large (bases) is that it decreases our effectiveness because it reduces our exposure to the enemy," said Spc. Steven L. Listwan, a guardsman from Addison, Ill. "There's a lot of people who are not going out of Victory day to day."

At Forward Operating Base Falcon, where soldiers live in an abandoned auto factory in one of Baghdad's most dangerous areas, soldiers gripe about living conditions — while some admit they prefer hard living.

"Compared to Victory, (Falcon) looks like squalor," said 1st Lt. Brian Murphy of Eastchester, N.Y. "But I'd live miserable. Comfortable reminds me of home. But it's nice to go to Burger King every once in a while."