Battle of El Agheila The Battle of El Agheila was a minor engagement in North Africa during the Second World War . It took place in December 1942 between Allied forces ( the British 8th Army ) led by Bernard Law Montgomery and the Axis forces ( German - Italian " Panzer " Army ) led by Erwin Rommel , during the Axis ' long withdrawal from El Alamein to Tunis . It ended with a full Axis retreat into Tunisia . Background . On 4 November 1942 , Rommel decided to finally end the desperate fighting at El Alamein and withdrew west toward Libya . In doing so , he defied the " Stand to the last " orders of Adolf Hitler , in order to save the remainder of his force . Rommel ' s forces reached the village of Fuka the next day . Italian forces had arrived earlier ( they withdrew from El Alamein on 3 – 4 November ) and they had formed a defensive line . However , the Italians resumed their withdrawal on the same day and . after a successful Allied attack , the Germans followed them . Montgomery rested some of his formations after their efforts at El Alamein and pursued mainly with the 7th Armoured Division and 4th Light Armoured Brigade . Rain on the afternoon of 6 November impeded the British pursuit as the Axis forces continued their withdrawal and a new defence line was established at Marsa Matruh ( also known as Mersa Matruh ) the following day , some west of El Alamein . Rommel received a warning from Hitler of an expected Allied landing between Tobruk , and Benghazi , but on 8 November he discovered that this was wrong . Instead , there were Anglo - American landings in Morocco and Algeria ( Operation Torch ) . The Eastern Task Force — aimed at Algiers — landed with 20 , 000 troops and began moving east towards Rommel . Facing the prospect of a large Allied force to his rear , he decided to withdraw in one bound to El Agheila . Axis forces evacuated Sidi Barrani on 9 November and Halfaya Pass ( on the Libyan - Egyptian border ) on 11 November , thereby abandoning Egypt . The whole of Cyrenaica was evacuated without serious resistance . Nonetheless , Rommel wanted to retain Tobruk for as long as possible , to save of equipment , but it fell to the British on 13 November . An attempt by Montgomery to trap the Tobruk garrison by an enciclement toward Acroma — west of Tobruk — failed and the garrison evacuated toward Benghazi , almost intact . Meanwhile , Derna and its airfield Martuba , were captured on 15 November . Martuba ' s capture was particularly welcome to the British as they were thus able to provide air cover for an essential Malta convoy on 18 November . Axis forces had now withdrawn in 10 days . Despite the importance of the Port of Benghazi to the Axis supply chain , Rommel had to evacuate the town in order to avoid the possibility of a repeat of the disastrous entrapment suffered by the Italians at the Battle of Beda Fomm in February 1941 . Regretfully , Rommel ordered the destruction of the port facilities and materiel in Benghazi , writing afterward : " . . . in Benghazi , we destroyed the port facilities and platforms and the chaos overwhelmed the civilians in this miserable town . . " Benghazi was occupied by the British on 20 November . Three days later , the Axis forces evacuated Ajdabiya and fell back to Brega . During their withdrawal to Brega , the Axis forces faced many difficulties , including British air superiority which allowed them to target the Axis supply columns , the crowding of the Axis forces on the coastal road and a shortage of fuel . In order to delay the British advance at any cost , Axis sapper s laid mine s in the Brega area . To delay clearance , steel helmets were also laid to mislead British mine detectors . Prelude . No important actions took place during the eighteen days between the evacuation of Ajdabiya on 23 November and the beginning of the Battle of El Agheila on 11 December and , consequently , historians have paid little attention to this period . However , Rommel described in it detail in his memoirs . There were disagreements with his political and military superiors and he engaged in fruitless bitter arguments with Hitler , Göring , General Kesselring ( German commander of the Mediterranean theatre ) , Ugo Cavallero ( the Italian chief of staff ) , and Ettore Bastico ( the Governor of Libya ) . Rommel ' s idea was to withdraw to Tunis as soon as possible , while the others wanted to make a stand at the Brega line . Meanwhile , the British had their own difficulties . They had to supply their own forces over a long distance from Egypt to Ajdabiya . The terrain from Alexandria to Tobruk , a section of , was relatively easy as there is a railway between them . By contrast , although the section from Tobruk to Agedabia is shorter ( ) , supplying the British forces was much more difficult in this section , as materiel had to be carried either by the Via Balbia road , or by sea ( first to Benghazi , then to Ajdabiya ) . For a substantial part of the pursuit to El Agheila , the British commanders were uncertain of Rommel ' s intentions . They had been caught out in earlier campaigns by an enemy that had drawn them on and then counter - attacked . Montgomery had intended to build his army ' s morale by banishing the habit of defeat and retreat and , to this end , two divisions were held at Bardia , resting and providing a defence line in case of need . Despite Rommel ' s concerns of entrapment by a rapid Allied advance across the Cyrenaica bulge , Montgomery was aware that an extended and isolated force could also be vulnerable , as demonstrated in early 1941 and early 1942 . When a reconnaissance force was sent across country , it became delayed by water - logged ground and a subsequent , stronger force was fought off . Battle . The British assault on the Axis positions on Brega , and El Agheila began on the night of 11 / 12 December . The Axis forces engaged a British reconnaissance force at Merduma , ( west of El Agheila ) behind the Axis lines , so Rommel decided to withdraw . By the evening of 12 December , the Axis withdrawal began , except for some units who were covering the extrication . On 13 December , Axis reconnaissance aircraft discovered some 300 vehicles north of Marada oasis ( south of El Agheila ) , which meant for the Axis forces the danger of being outflanked , so the withdrawal continued . Meanwhile , in the north , a British attack was held back by the Italians . On 15 – 16 December , isolated engagements occurred between the two combatants . On 17 December , the bulk of the German forces withdrew from El Agheila . On 18 December , short - lived but fierce fighting took place at Nofaliya ( west of El Agheila ) , which brought the battle of El Agheila to an end . Aftermath . Rommel withdrew to Buerat , with the intention of withdrawing further to Tunis , but under pressure from his superiors he established a new defensive line at Buerat .