Second Battle of El Alamein

Background

Panzer Army Africa (Panzerarmee Afrika/Armata Corazzata Africa Generalfeldmarschall Erwin Rommel) composed of German and Italian tank and infantry units, subordinated to the new Italian command structure Delease (North African Command Delegation, Lieutenant-General Curio Barbasetti) had advanced into Egypt after its success at the Battle of Gazala (26 May – 21 June 1942). The Axis advance threatened British control of the Suez Canal, the Middle East and its oil resources. General Claude Auchinleck, Commander-in-Chief of Middle East Command and in tactical command of Eighth Army, withdrew the Eighth Army to within 50 mi (80 km) of Alexandria where the Qattara Depression was 40 mi (64 km) south of El Alamein on the coast. The depression was impassable and meant that any attack had to be frontal; Axis attacks in the First Battle of El Alamein (1–27 July) had been defeated.

Eighth Army counter-attacks in July also failed, as the Axis forces dug in and regrouped. Auchinleck called off the attacks at the end of July to rebuild the army. In early August, Winston Churchill and General Sir Alan Brooke, the Chief of the Imperial General Staff (CIGS), visited Cairo and replaced Auchinleck as Commander-in-chief Middle East Command, with General Harold Alexander. Lieutenant-General William Gott was made commander of the Eighth Army but was killed when his transport aircraft was shot down by Luftwaffe fighters; Lieutenant-General Bernard Montgomery was flown from Britain to replace him.

Lacking reinforcements and depending on small, underdeveloped ports for supplies and aware of a huge Allied reinforcement operation for the Eighth Army, Rommel decided to attack first. The two armoured divisions of the Afrika Korps and the reconnaissance units of Panzerarmee Afrika led the attack but were repulsed at the Alam el Halfa ridge and Point 102 on 30 August 1942, during the Battle of Alam el Halfa; the Axis forces retired to their start lines. The short front line and secure flanks favoured the defensive and Rommel had time to develop the Axis fortifications, sowing minefields with c. 500,000 mines and miles of barbed wire. Alexander and Montgomery intended to establish a superiority of force sufficient to achieve a breakthrough and exploit it to destroy Panzerarmee Afrika. Earlier in the Western Desert Campaign, neither side had been able to exploit a local victory sufficiently to defeat its opponent before it had withdrawn and transferred the problem of over-extended supply lines to the victor.

Until June 1942 Rommel had been receiving detailed information about the strength and movement of British forces from reports sent to Washington by Colonel Bonner Fellers, the U.S. military attaché in Cairo. The American code had been stolen following a covert operation by Italian military intelligence at the American Embassy in Rome the previous year. Despite British concerns, the Americans continued to use the code until the end of June. Suspicion that the code was compromised was confirmed when the 9th Australian Division captured the German 621st Signal Battalion in July 1942.

Prelude

British plan

Montgomery's plan was for a main attack to the north of the line and a secondary attack to the south, involving XXX Corps (Lieutenant-General Oliver Leese) and XIII Corps (Lieutenant-General Brian Horrocks), while X Corps (Lieutenant-General Herbert Lumsden) was to exploit the success. With Operation Lightfoot, Montgomery intended to cut two corridors through the Axis minefields in the north. One corridor was to run south-west through the 2nd New Zealand Division sector towards the centre of Miteirya Ridge, while the second was to run west, passing 2 mi (3.2 km) north of the west end of the Miteirya Ridge across the 9th Australian and 51st (Highland) Division sectors. Tanks would then pass through and defeat the German armour. Diversions at Ruweisat Ridge in the centre and also the south of the line would keep the rest of the Axis forces from moving northwards. Montgomery expected a 12-day battle in three stages: the break-in, the dogfight and the final breaking of the enemy.

For the first night of the offensive, Montgomery planned for four infantry divisions of XXX Corps to advance on a 16 mi (26 km) front to the Oxalic Line, over-running the forward Axis defences. Engineers would clear and mark the two lanes through the minefields, through which the armoured divisions from X Corps would pass to gain the Pierson Line. They would rally and consolidate their position just west of the infantry positions, blocking an Axis tank counter-attack. The British tanks would then advance to Skinflint, astride the north–south Rahman Track deep in the Axis defensive system, to challenge the Axis armour. The infantry battle would continue as the Eighth Army infantry "crumbled" the deep Axis defensive fortifications (three successive lines of fortification had been constructed) and destroy any tanks that attacked them.

Before the battle the Commonwealth forces practised deceptions, in Operation Bertram, to confuse the Axis command as to where and when the battle was to occur. In September, they dumped waste materials (discarded packing cases, etc.) under camouflage nets in the northern sector, making them appear to be ammunition or ration dumps. The Axis naturally noticed these but as no offensive action immediately followed and the "dumps" did not change in appearance, they were subsequently ignored. This allowed the Eighth Army to build up supplies in the forward area unnoticed by the Axis, by replacing the rubbish with ammunition, petrol and rations at night. Dummy tanks and guns were made mainly of local materials including calico and palm-frond hurdles and positioned south of where the attack would take place. In a reverse feint, real tanks and field guns were disguised as trucks using plywood superstructures and positioned to the north. A dummy water pipeline was also built at a rate suggesting it would not be completed until after the attack. The purpose of the deception was to make the Axis believe that the impending attack would take place much further to the south than it would in reality and about two days later than the actual attack, while the forces for the offensive could be clandestinely positioned to the north.

Axis plan

With the failure of their offensive at the Battle of Alam el Halfa, the Axis forces went onto the defensive but losses had not been excessive. The Axis supply line from Tripoli was extremely long and captured British supplies and equipment had been exhausted, but Rommel decided to advance into Egypt.

The Eighth Army was being supplied with men and materials from the United Kingdom, India, Australia and New Zealand, as well as with trucks and the new Sherman tanks from the United States. Rommel continued to request equipment, supplies and fuel but the priority of the German war effort was the Eastern Front and very limited supplies reached North Africa. Rommel was ill and in early September, arrangements were made for him to return to Germany on sick leave and for General der Panzertruppe Georg Stumme to transfer from the Russian front to take his place. Before he left for Germany on 23 September, Rommel organised the defence and wrote a long appreciation of the situation to Oberkommando der Wehrmacht (OKW armed forces high command), once again setting out the essential needs of the Panzer Army.

Rommel knew that the British and Commonwealth forces would soon be strong enough to attack. His only hope now relied on the German forces fighting in the Battle of Stalingrad quickly to defeat the Red Army, then move south through the Trans-Caucasus and threaten Iran (Persia) and the Middle East. If successful, large numbers of British and Commonwealth forces would have to be sent from the Egyptian front to reinforce the Ninth Army in Iran, leading to the postponement of any offensive against his army. Rommel hoped to convince OKW to reinforce his forces for the eventual link-up between Panzerarmee Afrika and the German armies fighting in southern Russia, enabling them finally to defeat the British and Commonwealth armies in North Africa and the Middle East.

In the meantime, the Panzerarmee dug in and waited for the attack by the Eighth Army or the defeat of the Red Army at Stalingrad. Rommel added depth to his defences by creating at least two belts of mines about 3.1 mi (5 km) apart, connected at intervals to create boxes (Devil's gardens) which would restrict Allied penetration and deprive British armour of room for manoeuvre. The front face of each box was lightly held by battle outposts and the rest of the box was unoccupied but sowed with mines and explosive traps and covered by enfilading fire. The main defensive positions were built to a depth of at least 2 km (1.2 mi) behind the second mine belt. The Axis laid around half a million mines, mostly Teller anti-tank mines with some smaller anti-personnel types such as the S-mine. (Many were British mines captured at Tobruk). To lure Allied vehicles into the minefields, the Italians dragged an axle and tyres through the fields using a long rope to create what appeared to be well-used tracks.

Battle

Phase one: The Break-In

Prior to the main barrage, there was a diversion by the 24th Australian Brigade, which involved the 15th Panzer Division being subjected to heavy fire for a few minutes. Then at 21:40 (Egyptian Summer Time) on 23 October on a calm, clear evening under the bright sky of a full moon, Operation Lightfoot began with a 1,000-gun barrage. The fire plan had been arranged so that the first rounds from the 882 guns from the field and medium batteries would land along the 40 mi (64 km) front at the same time. After twenty minutes of general bombardment, the guns switched to precision targets in support of the advancing infantry. The shelling plan continued for five and a half hours, by the end of which each gun had fired about 600 rounds, about 529,000 shells.

Operation Lightfoot alluded to the infantry attacking first. Anti-tank mines would not be tripped by soldiers stepping on them since they were too light. As the infantry advanced, engineers had to clear a path for the tanks coming behind. Each gap was to be 24 ft (7.3 m) wide, which was just enough to get tanks through in single file. The engineers had to clear a 5 mi (8.0 km) route through the Devil's Gardens. It was a difficult task that was not achieved because of the depth of the Axis minefields.

At 22:00, the four infantry divisions of XXX Corps began to move. The objective was to establish a bridgehead before dawn at the imaginary line in the desert where the strongest enemy defences were situated, on the far side of the second mine belt. Once the infantry reached the first minefields, the mine sweepers, including Reconnaissance Corps troops and sappers, moved in to create a passage for the armoured divisions of X Corps. Progress was slower than planned but at 02:00, the first of the 500 tanks crawled forward. By 04:00, the lead tanks were in the minefields, where they stirred up so much dust that there was no visibility at all, traffic jams developed and tanks bogged down. Only about half of the infantry attained their objectives and none of the tanks broke through.

The 1st South African Division, on the left flank of XXX Corps, attacked on a two-brigade front to secure the southern end of Miteirya Ridge, with the 2nd South African Infantry Brigade on the right and the 3rd South African Infantry Brigade on the left. The 1st South African Infantry Brigade was deployed further south to create an anti-tank screen for the protection of the left flank of the attack. By 08:00 on 24 October, Miteirya Ridge was secured after a night of heavy fighting and a high number of casualties.

Phase two: The Crumbling

Dawn aerial reconnaissance showed little change in Axis dispositions and Montgomery ordered that the clearance of the northern corridor should be completed and the New Zealand Division supported by the 10th Armoured Division should push south from Miteirya Ridge. The 9th Australian Division, in the north, should plan a crumbling operation for that night, while in the southern sector, the 7th Armoured Division should continue to try to break through the minefields with support, if necessary, from the 44th Division. Panzer units counter-attacked the 51st Highland Division just after sunrise but were defeated.

The morning of Saturday 24 October brought disaster for the German headquarters. The Axis forces were stunned by British attack and their messages became confused and hysterical, with one Italian unit communicating to Germans that it had been wiped out by "drunken negroes with tanks". The reports that Stumme had received that morning showed the attacks had been on a broad front but that such penetration as had occurred should be containable by local units. He went forward to see for himself, suffered a heart attack and died. Temporary command was given to Major-General Wilhelm Ritter von Thoma. Hitler had already decided that Rommel should leave his sanatorium and return to North Africa.

Pending complete clearance of paths through the minefields, the Allied armour was held at the Oxalic Line. In the 51st (Highland) Division sector, the Seaforth Highlanders, supported by tanks of the 2nd Armoured Brigade, attacked and captured the "Stirling" position. Artillery and the Desert Air Force, making over 1,000 sorties, bombarded Axis positions all day to aid the 'crumbling' of the Axis forces. By 16:00 there was little progress beyond the Oxalic Line.

At dusk, with the sun at their backs, Axis tanks from the 15th Panzer Division and the "Littorio" Division advanced from the Kidney feature (also known to the Germans and Italians as Hill 28), often wrongly called a ridge as it was actually a depression, to engage the 1st Armoured Division and the first big tank engagement of El Alamein began. Over 100 tanks were involved and half were destroyed by dark; neither position was altered.

Lumsden wanted to call off the attack planned for the night of 24/25 September but Montgomery overruled him. The thrust that night by the 10th Armoured Division from Miteirya Ridge failed. The lifting of mines on the Miteirya Ridge and beyond took far longer than planned and the leading unit, the 8th Armoured Brigade, was caught on their start line at 22:00—zero hour—by an air attack and were scattered. Axis bombers destroyed a convoy of 25 British vehicles carrying petrol and ammunition, setting off a night-long blaze. By the time the 8th Armoured Brigade had reorganised they were well behind schedule and out of touch with the creeping artillery barrage. By daylight the brigade was caught in the open, suffering considerable fire from well sited tanks and anti-tank guns. The 24th Armoured Brigade had pushed forward and reported at dawn they were on the Pierson Line, although it turned out that, in the dust and confusion, they had mistaken their position and were well short.

Phase three: the counter

Rommel was convinced by this time that the main assault would come in the north and determined to retake Point 29. He ordered a counter-attack against it by the 15th Panzer Division and the 164th Light Division, with part of the Italian XX Corps to begin at 15:00 but under constant artillery and air attack this came to nothing. According to Rommel this attack did meet some success, with the Italians recapturing part of Hill 28,

Attacks were now launched on Hill 28 by elements of the 15th Panzer Division, the Littorio and a Bersaglieri Battalion, supported by the concentrated fire of all the local artillery and AA. In the evening part of the Bersaglieri Battalion succeeded in occupying the eastern and western edges of the hill.

The bulk of the 2/17th Australian Battalion, which defended the position, was forced to give some ground. Rommel reversed his policy of distributing his armour across the front, ordering the 90th Light Division forward from Ed Daba and 21st Panzer Division north along with one third of the Ariete Division and half the artillery from the southern sector to join the 15th Panzer Division and the Littorio Division. The move could not be reversed because of the fuel shortage. The Trieste Division was ordered from Fuka to replace the 90th Light Division at Ed Daba but the 21st Panzer Division and the Ariete Division made slow progress during the night under constant attack from DAF bombers.

At the Kidney feature, the British were unable to take advantage of the absent tanks; each time they tried to move forward they were stopped by anti-tank guns. Churchill railed, "Is it really impossible to find a general who can win a battle?" Bristol Beaufort torpedo bombers of 42 Squadron, attached to 47 Squadron, sank the tanker Proserpina at Tobruk; three Vickers Wellington torpedo bombers of 38 Squadron destroyed the oil tanker Tergestea at Tobruk during the night, removing the last hope for refuelling the Panzerarmee.

By 26 October, XXX Corps had completed the capture of the bridgehead west of the second mine belt. The British Forces had sustained 2000 casualties, the Australians 1000, the New Zealanders 1000 and the South Africans 600. The tanks of X Corps, established just beyond the infantry, had failed to break through the Axis anti-tank defences. Montgomery decided that over the next two days, while continuing the process of attrition, he would thin out his front line to create a reserve for another attack. The reserve was to include the 2nd New Zealand Division (with the 9th Armoured Brigade under command), the 10th Armoured Division and the 7th Armoured Division.

Phase four: Operation Supercharge

This phase of the battle began at 01:00 on 2 November, with the objective of destroying enemy armour, forcing the enemy to fight in the open, reducing the Axis stock of petrol, attacking and occupying enemy supply routes, and causing the disintegration of the enemy army. The intensity and the destruction in Supercharge were greater than anything witnessed so far during this battle. The objective of this operation was Tel el Aqqaqir, the base of the Axis defence roughly 3 mi (4.8 km) north-west of the Kidney feature and situated on the Rahman lateral track.

The initial thrust of Supercharge was to be carried out by the 2nd New Zealand Division. Lieutenant-General Bernard Freyberg had tried to free them of this task, as they had lost 1,405 men in just three days, at El Ruweisat Ridge in July. Along with the 5th New Zealand Infantry Brigade and 28th (Maori) Infantry Battalion, the division was to have had placed under its command the 151st (Durham) Brigade from the 50th (Northumbrian) Infantry Division, the 152nd (Seaforth and Camerons) Brigade from the 51st (Highland) Division and the 133rd Royal Sussex Lorried Infantry Brigade and the 9th Armoured Brigade under command.

As in Operation Lightfoot, it was planned that two infantry brigades (the 151st on the right and 152nd on the left) each this time supported by a regiment of tanks—the 8th and 50th Royal Tank Regiments—would advance and clear a path through the mines. Once they reached their objectives, 4,000 yd (3,700 m) distant, 9th Armoured Brigade would pass through supported by a heavy artillery barrage and break open a gap in the Axis defences on and around the Rahman track, some 2,000 yd (1,800 m) further forward, which the 1st Armoured Division, following behind, would pass through into the open to take on Rommel's armoured reserves. Rommel had ordered 21st Panzer Division from the front line on 31 October to form a mobile counterattacking force. The division had left behind a panzergrenadier regiment which would bolster the "Trieste" Division which had been ordered forward to replace it. Rommel had also interspersed formations from the Trieste and 15th Panzer Divisions to "corset" his weaker forces in the front line. On 1 November the two German armoured divisions had 102 effective tanks to face Supercharge and the Littorio and Trieste Divisions had 65 tanks between them.

Supercharge started with a seven-hour aerial bombardment focused on Tel el Aqqaqir and Sidi Abd el Rahman, followed by a four and a half-hour barrage of 360 guns firing 15,000 shells. The two assault brigades started their attack at 01:05 on 2 November and gained most of their objectives to schedule and with moderate losses. One battalion from the 90th Light Division along with another battalion from the 15th Panzer Division were soon overrun and at 04:45 it was reported that only one Bersaglieri infantry battalion was still manning the defensive line. On the right of the main attack the 28th (Maori) Battalion captured positions to protect the right flank of the new salient and the 133rd Lorried Infantry Brigade did the same on the left. New Zealand engineers cleared five lines through the mines allowing the Royal Dragoons armoured car regiment to slip out into the open and spend the day raiding the Axis communications.

Phase five: the break-out

On 2 November, Rommel signalled to Hitler that

The army's strength was so exhausted after its ten days of battle that it was not now capable of offering any effective opposition to the enemy's next break-through attempt ... With our great shortage of vehicles an orderly withdrawal of the non-motorised forces appeared impossible ... In these circumstances we had to reckon, at the least, with the gradual destruction of the army.

and at 13.30 on 3 November Rommel received a reply,

To Field Marshal Rommel. It is with trusting confidence in your leadership and the courage of the German-Italian troops under your command that the German people and I are following the heroic struggle in Egypt. In the situation which you find yourself there can be no other thought but to stand fast, yield not a yard of ground and throw every gun and every man into the battle. Considerable air force reinforcements are being sent to C.-in-C South. The Duce and the Comando Supremo are also making the utmost efforts to send you the means to continue the fight. Your enemy, despite his superiority, must also be at the end of his strength. It would not be the first time in history that a strong will has triumphed over the bigger battalions. As to your troops, you can show them no other road than that to victory or death. Adolf Hitler.

Rommel thought the order (similar to one that had been given at the same time by Benito Mussolini through Comando Supremo),

demanded the impossible. ... We were completely stunned, and for the first time in the African campaign I did not know what to do. A kind of apathy took hold of us as we issued orders for all existing positions to be held on instructions from the highest authority.

Rommel ordered the Italian X and XXI Corps and the 90th Light Division to hold while the Afrika Korps withdrew approximately 6 mi (9.7 km) west during the night of 3 November. The Italian XX Corps and the Ariete Division conformed to their position and Rommel replied to Hitler confirming his determination to hold the battlefield. The Desert Air Force continued its bombing and in its biggest day of the battle it flew 1,208 sorties and dropped 396 long tons (402 t) of bombs.

Aftermath

Analysis

Despite his defeat at El Alamein, Rommel did not lose hope until the end of the Tunisia Campaign. Alexander contacted Churchill and suggested he "Ring out the bells". Churchill was due to address the Lord Mayor's Banquet at the Mansion House on 10 November 1942. He spoke at length about the victory, emphasising its importance but warning against premature celebration:

This is not the end. It is not even the beginning of the end. But it is perhaps the end of the beginning.

Looking back in 1950, Churchill wrote in his memoirs that "It may almost be said, 'Before Alamein we never had a victory. After Alamein we never had a defeat'".

The Allies frequently had numerical superiority in the Western Desert but never had it been so complete in quantity and quality. With the arrival of Sherman tanks, 6-pounder anti-tank guns and Spitfires in the Western Desert, the Allies gained a comprehensive superiority. Montgomery envisioned the battle as an attrition operation, Using this superiority to "crumble" his opponent, and accurately predicted the length of the battle and the number of British and Commonwealth casualties. British artillery was superbly handled and British air support was excellent, in contrast to the Luftwaffe and Regia Aeronautica, which offered little or no support to ground forces, preferring to engage in air-to-air combat. Air supremacy had a huge effect on the battle. Montgomery wrote,

The moral effect of air action [on the enemy] is very great and out of all proportion to the material damage inflicted. In the reverse direction, the sight and sound of our own air forces operating against the enemy have an equally satisfactory effect on our own troops. A combination of the two has a profound influence on the most important single factor in war—morale.

Historians debate the reasons why Rommel decided to advance into Egypt. In 1997, Martin van Creveld wrote that Rommel had been advised by the German and Italian staffs that his army could not properly be supplied so far from the ports of Tripoli and Benghazi. Rommel pressed ahead with his advance to Alamein and as predicted, supply difficulties limited the attacking potential of the Axis forces. According to Maurice Remy (2002), Hitler and Mussolini put pressure on Rommel to advance, the importance to them being the need to capture the Suez Canal and seize the Middle East and Persian oil fields. Rommel had been very pessimistic, especially after the First Battle of El Alamein and knew that as US supplies were en route to Africa and Axis ships were being sunk in the Mediterranean, the Axis was losing a race against time. On 27 August, Kesselring promised Rommel that supplies would arrive in time but Siegfried Westphal pointed out that such an expectation would be unrealistic and the offensive should not begin until they had arrived. After a conversation with Kesselring on 30 August, Rommel decided to attack, "the hardest [decision] in my life".

Casualties

In 2005, Niall Barr wrote that the 36,939 Panzerarmee casualties was very uncertain because of the chaos of the Axis retreat. British figures, based on Ultra intercepts, gave German casualties as 1,149 killed, 3,886 wounded and 8,050 men captured. Italian losses were 971 dead, 933 wounded and 15,552 men captured. By 11 November, the number of Axis prisoners had risen to 30,000 men. In a note to The Rommel Papers, Fritz Bayerlein (quoting figures obtained from Offizieller Bericht des Oberkommandos Afrika) instead estimated German losses in the battle as 1,100 killed, 3,900 wounded and 7,900 prisoners and Italian losses as 1,200 killed, 1,600 wounded and 20,000 prisoners.

According to the Italian official history, Axis losses during the battle were 4,000 to 5,000 killed or missing, 7,000 to 8,000 wounded and 17,000 prisoners; during the retreat the losses rose to 9,000 killed or missing, 15,000 wounded and 35,000 prisoners. According to General Giuseppe Rizzo, total Axis casualties included 25,000 men killed or wounded (including 5,920 Italians killed) and 30,000 prisoners (20,000 Italians and 10,724 Germans), 510 tanks and 2,000 field guns, anti-tank guns, anti-aircraft guns. Axis tank losses were c. 500; on 4 November, only 36 German tanks were left out of the 249 at the beginning of the battle. About half of the 278 Italian tanks had been lost and most of the remainder were knocked out on the next day by the 7th Armoured Division. About 254 Axis guns were lost, along with 64 German and 20 Italian aircraft.

The Eighth Army had 13,560 casualties, of whom 2,350 men had been killed, 8,950 wounded and 2,260 were missing; 58 per cent of the casualties were British, 22 per cent Australian, 10 per cent New Zealanders, 6 per cent South African, 1 per cent Indian and 3 per cent other nationalities. The Eighth Army lost from 332 to 500 tanks, although by the end of the battle, 300 had been repaired. The artillery lost 111 guns and the DAF lost 77 British and 20 American aircraft.

Subsequent operations

The Eighth Army was surprised by the Axis withdrawal and confusion caused by redeployments between the three corps meant they were slow in pursuit, failing to cut off Rommel at Fuka and Mersa Matruh. The Desert Air Force failed to make a maximum effort to bomb a disorganised and retreating opponent, which on 5 November was within range and confined to the coast road. Supply shortages and a belief that the Luftwaffe were about to get strong reinforcements, led the DAF to be cautious, reduce the number of offensive sorties on 5 November and protect the Eighth Army.

The Axis made a fighting withdrawal to El Agheila but the Axis troops were exhausted and had received few replacements, while Montgomery had planned to transport material over great distances, to provide the Eighth Army with 2,400 t (2,646 short tons) of supplies per day. Huge quantities of engineer stores had been collected to repair the coast road; the railway line from El Alamein to Fort Capuzzo, despite having been blown up in over 200 places, was quickly repaired. In the month after the Eighth Army reached Capuzzo, the railway carried 133,000 short tons (120,656 t) of supplies. Benghazi handled 3,000 short tons (2,722 t) a day by the end of December, rather than the expected 800 short tons (726 t).

Montgomery paused for three weeks to concentrate his forces and prepare an assault on El Agheila to deny the Axis the possibility of a counter-attack. On 11 December, the 51st (Highland) Division attacked along the line of the coast road with the 7th Armoured Division on the inland flank. On 12 December the 2nd New Zealand Division started a deeper flanking manoeuvre to cut the Axis line of retreat on the coast road in the rear of the Mersa Brega position. The Highland Division made a slow and costly advance and 7th Armoured Division met stiff resistance from the Combat Group "Ariete" (the remains of the 132nd Armoured Division "Ariete"). The Panzerarmee had lost roughly 75,000 men, 1,000 guns and 500 tanks since the Second Battle of Alamein and withdrew. By 15 December, the New Zealanders had reached the coast road but the firm terrain allowed Rommel to break his forces into smaller units and withdraw cross-country through the gaps between the New Zealand positions.

Rommel conducted a text-book retreat, destroying all equipment and infrastructure left behind and peppering the land behind him with mines and booby traps. The Eighth Army reached Sirte on 25 December but west of the port, were forced to pause to consolidate their strung out formations and to prepare an attack at Wadi Zemzem, near Buerat 230 mi (370 km) east of Tripoli. Rommel had, with the agreement of Field Marshal Bastico, sent a request to the Italian Comando Supremo in Rome to withdraw to Tunisia where the terrain would better suit a defensive action and where he could link with the Axis army forming there after the Operation Torch landings. Mussolini replied on 19 December that the Panzerarmee must resist to the last man at Buerat.