On January 21, 1942, Rommel launched his second offensive and quickly drove the British back almost 300 miles. The aggressive German commander recaptured Benghazi on January 29 and continued to push east, reaching Gazala on February 4. There he halted along the Eighth Army’s defensive line between Gazala and Bir Hacheim. For most of the next four months, the adversaries sat on either side of the Gazala Line, building up strength.

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On May 26, Rommel launched Operation Venezia–his attack against the Gazala Line. Both forces were roughly equal in strength, but General Ritchie had his armored units widely dispersed, while Rommel kept his concentrated. Using his armor, Rommel swept around the Free French Brigade at Bir Hacheim and turned north, cutting across the Allied rear. An Axis secondary attack in the north pinned down the Allied forces there.

By May 28, the Axis armored units behind the Allied lines were in trouble. Rommel had lost more than one-third of his tanks, and the remainder were running short on fuel and ammunition. On May 29, the Italian Trieste Division cleared a path through the center of the Gazala Line. That opening became a lifeline to Rommel’s panzers. On the 30th, Rommel consolidated his armor in a defensive position that came to be known as the Cauldron.

On June 5-6, Rommel successfully beat off Ritchie’s series of piecemeal counterattacks. On June 10-11, the Axis finally drove the Free French forces out of Bir Hacheim, and on June 11 Rommel’s panzers broke out of the Cauldron. The Eighth Army once more started falling back to the Egyptian border. On June 15, German tanks reached the coast and Rommel shifted his attention to the Tobruk garrison. This time he would not make the same mistake of leaving the thorn in his side.

Tobruk fell on June 21, and the Axis forces captured 2.5 million gallons of much-needed fuel, as well as 2,000 wheeled vehicles. The fall of Tobruk, however, had unforeseen consequences for the Axis. Churchill heard the news during a meeting with President Franklin D. Roosevelt in the United States. The American president immediately offered help. The resulting 300 Sherman tanks and 100 self-propelled guns would later play a pivotal role at El Alamein.

The British fell back to defensive positions at Mersa Matruh, about 100 miles inside Egypt. Rommel, who had been promoted to field marshal for his success at Gazala, pursued. Auchinleck relieved Ritchie and personally assumed command of the Eighth Army. With only 60 operational tanks, Rommel attacked at Mersa Matruh on June 26 and routed four British divisions in three days of fighting. The British fell back again, this time to the vicinity of El Alamein, another 120 miles to the east.

Now less than 100 miles from Alexandria, Auchinleck was determined to hold near El Alamein. Under constant pressure from Rommel’s forces, Auchinleck improvised a fluid defensive line anchored on Ruweisat Ridge, a few miles south of the El Alamein defensive perimeter. Rommel attacked on July 1, attempting to sweep around El Alamein. For three weeks, Auchinleck skillfully battled Rommel to a standstill. Auchinleck launched a major counterattack on July 21-22, but gained no ground. Exhausted, both sides paused to regroup.

Despite the fact that Auchinleck had finally halted Rommel’s advance, Churchill relieved him in early August and named General Sir Harold Alexander commander in chief of the Middle East. Sir William Gott was promoted to general and given command of the Eighth Army. On August 7, the day after his appointment, Gott was killed when his airplane was attacked by a German fighter during a flight to Cairo. The relatively unknown Lt. Gen. Sir Bernard L. Montgomery succeeded Gott as commander of the Eighth Army.

Although Churchill desperately wanted to win a clear victory for political purposes and to raise morale, neither Alexander nor Montgomery was inclined to take the offensive without first amassing an overwhelming advantage. On August 31, 1942, Rommel launched what he believed would be the final attack in the Axis drive to the Nile. The British, however, had made extensive preparations around El Alamein, based on a plan developed by Auchinleck and adopted by Montgomery. The British commander also had the advantage of knowing Rommel’s intentions through Ultra intercepts.

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