Tobruk, the vital Libyan seaport on the coast of Cyrenaica, fell to General Erwin Rommel and his victorious Afrika Korps in less than 24 hours after an unexpected and devastating air, armor, and infantry attack on June 21, 1942.

Into captivity went Tobruk’s garrison commander, South African Maj. Gen. Bernard Klopper, 13,400 South African soldiers, 2,500 Indians and Gurkhas, and 19,000 British soldiers and sailors. Only a thousand or so of the garrison managed to escape to rejoin the British Eighth Army, falling back on Mersa Matruh 220 miles to the east and well inside Egypt. Popski’s Private Army, led by Lt. Col. Vladimir Peniakoff (nicknamed “Popski”) and the smallest of the British special forces detachments operating in the desert, assisted some of the escapees in getting out of Tobruk. Many months later, while operating behind the German lines in Italy, Popski and his Private Army rescued General Klopper who had escaped from a POW camp and was, in Popski’s words, “wandering around.”

Opening the Way to Egypt

Rommel’s victory was given huge publicity in Germany and Italy. Rommel, the headlines blared, had opened the way to Egypt, to Alexandria, Cairo, the Suez Canal, and beyond. Hitler promoted him to field marshal, and Mussolini flew to Tripoli with his white horse and dress uniforms to lead the Italian troops in a victory parade in Cairo.

Three days later, June 24, using trucks, gasoline, oil, ammunition, and food captured at Tobruk and the Beau Geste-style Fort Capuzzo, Rommel advanced on Mersa Matruh where the severely mauled Eighth Army had halted its retreat and was preparing to make a stand. At this point, the British Commander in Chief Middle East, General Sir Claude Auchinleck, assumed personal command in the field. He decided not to fight for Mersa Matruh and ordered the Eighth Army to begin an immediate withdrawal to El Alamein. That evening, Rommel launched his attack on Mersa Matruh.

The New Zealand Division, encircled by panzergrenadiers on an escarpment south of Mersa Matruh and without armored support, broke out in a wild night attack with fixed bayonets, yelling Maori war cries and killing grenadiers as they tried to surrender. Almost 10,000 New Zealanders broke through and got away, but when the battle for Mersa Matruh was over the Germans held another 6,000 unwounded Eighth Army prisoners.

Rommel drove relentlessly after the tired, scattered Eighth Army in what became a race for El Alamein, 109 miles eastward along the coast. El Alamein for Rommel was “the last obstacle to our advance on Alexandria. Once through, our road to the Nile is clear.” For Auchinleck, El Alamein was “the defensive position of last resort.” The German and Italian tank crews and infantry, exhausted and running short of the supplies captured at Tobruk, lost the race.

Attacks Through Minefields and Sandstorms

At El Alamein, Auchinleck regrouped his forces, including the recently arrived 9th Australian Division, in a line stretching from El Alamein, an isolated railway station one mile from the sea, 40 miles south to the northern cliffs of the Qattara Depression, a 7,000-square-mile basin of sand-encrusted salt marsh almost impassible for any kind of vehicle. Anchored on the sea to the north and the Qattara Depression to the south, the Alamein line could not be outflanked. Any attack on the line would have to be frontal, denying Rommel’s panzers the advantage of mobility.

Between El Alamein and the Qattara Depression were three low, narrow ridges running roughly parallel with the coast and named from west to east Miteiriya, Ruweisat, and by far the largest, Alam el Halfa. Auchinleck deployed some infantry and artillery on these ridges and set up his forward tactical headquarters on the eastern part of Ruweisat. As there were not enough troops to hold the line continuously, a number of strongpoints, or “boxes,” were set up along the line with most of the armor deployed behind them. German Maj. Gen. Fritz Bayerlein described the whole area as “stony, waterless desert where bleak outcrops of dry rock alternated with stretches of sand sparsely clotted with camel scrub beneath the pitiless African sun.”

On July 1, 1942, the Afrika Korps came up against the British minefields and murderous artillery fire of the Alamein line. In Rommel’s words, “Under such overwhelming weight of firepower our attack ground to a halt.”

The following day, after some reorganization, Rommel attacked again with the 15th and 21st Panzer Divisions pushing to the north of the line. Eighth Army armor ducked and weaved, feigned a retreat, and then hit the panzers on their unprotected southern flank. They were soon on the defensive and outnumbered by Eighth Army tanks, and with a sandstorm blowing in, the panzers pulled back.

During the sandstorm, Rommel’s 90th Light Division, which had more armored vehicles and mechanized infantry than tanks, unexpectedly stumbled into the 3rd South African Brigade. In an uncharacteristic display by the veteran division, it panicked and bolted. At the same time, the Italian Ariete Armored Division crumbled under an attack by the New Zealanders, who captured 30 guns and took 400 prisoners.

The Allied Counterattack

When the sandstorm died down, Rommel tried for several more days to break the Eighth Army line, but his attacks were broken up and repelled by artillery and air bombardment. Auchinleck retaliated with several widespread counterattacks. His targets were Italian in an effort to force Rommel to use up his armor’s fuel to assist his allies. On the fifth day, Rommel ordered a pause to rest his exhausted troops and to absorb German infantry reinforcements being flown in from Crete. He intended to return to the attack, but Auchinleck beat him to it.

During the first six months of 1942, the U.S. military attaché in Cairo had been sending regular, comprehensive reports on the British order of battle and British intentions to Washington in a code that German intelligence had broken. It had been a valuable source of information for Rommel until the leak was discovered by ULTRA intercepts and was plugged. Without advance notice of British intentions, Rommel was now obliged to fight his enemy on a more equal footing.

At 5 am on July 10, Auchinleck’s guns opened up in a heavy bombardment of the northern end of the front. This was followed by an attack astride the coastal road by the 9th Australian Division. The Australians put the Italian Sabratha Division to flight, taking 1,550 prisoners, and on Tel el Eisa, the Hill of Jesus, they captured Rommel’s 100-strong Wireless Reconnaissance Unit 621. This mobile radio interception station had been picking up reports from German spies in Cairo and eavesdropping on British military radio communications. The tactical intelligence collected was of vital importance to Rommel and its loss was another serious blow for him. For the British it was a bonus; they put the radios and other equipment to good use.

Rommel was at the southern end of the line when he heard of the Australian attack. He rushed north with part of the 15th Panzer Division to close the gap, and for several days a vicious battle was fought for Tel el Eisa. During one panzer attack, Corporal James Hinson got close enough to a leading tank to take it out with a “sticky” bomb he attached to it. Hinson was awarded a Distinguished Conduct Medal. During an infantry assault, Corporal Victor Knight and his four Vickers machine guns held off an attack for three hours, the infantrymen urinating on the gun barrels to cool them and pouring oil into the working parts, keeping the guns firing continuously. The Germans, the 104th Infantry Regiment recently arrived from Crete, sustained 600 casualties, more than 50 percent of their number, from the machine guns and some shellfire during the attack. Knight, too, was awarded a Distinguished Conduct Medal.

Rommel’s Worst Days

On July 14, savage fighting erupted around Ruweisat Ridge, held by the New Zealanders, when it came under attack by the 15th Panzer Division and the Italian Brescia Infantry Division. Fighting continued into the next day. In one action, Captain Charles Upham was awarded his second Victoria Cross. He was wounded twice while leading a night attack against mechanized infantry and got close enough to a truck filled with panzergrenadiers to kill most of them with grenades. He was wounded again but took part in another attack at dawn.

Four machine-gun posts, supported by tanks, held up the attack, and Upham charged. Wounded yet another time, he was captured. He made several attempts to escape and ended the war in Colditz Castle, the Germans’ highest security prison. He was only the third man in the history of the Victoria Cross to receive it twice, and the only one to survive. When the battle for Ruweisat Ridge ended the New Zealanders remained in possession of it.

Around this time the British mounted several strong attacks, severely mauling the Italian Brescia, Trieste, and Pavia Infantry Divisions and forcing German armored units to use scarce fuel in coming to their assistance. On July 17, Rommel wrote to his wife, “It is going pretty badly for me. The enemy’s superior infantry is taking out one Italian unit after another. German units much too weak to halt them alone. It makes me cry!” And on the following day he wrote, “The past, crucial day was particularly bad for us. Once again we got away. It cannot go on much longer or the front is lost. Militarily these are the worst days I have lived through.”