'Aïda' was the German and Italian advance into Egypt after their forces' capture of Tobruk at the end of the Battle of Gazala (26 June/1 July 1942).

The operation was designed to clear the British forces from northern Egypt as far east as Cairo and the delta of the Nile river, but led in fact to the '1^st Battle of El Alamein', and as such marked the farthest point to which the Axis forces advanced into Egypt, just 60 miles (95 km) to the west of the great port city of Alexandria.

Generalfeldmarschall Erwin Rommel, commanding the Panzerarmee 'Afrika', intended to exploit the disarray of the British forces in the aftermath of the 'Battle of Gazala' despite the weakness of his own forces, most especially the German formations. But the endeavour was too much for the fuel supplies and other physical resources available to the Axis forces at a time when the British 8^th Army was beginning finally to become an effective fighting formation under the command of Lieutenant General N. M. Ritchie.

On 21 June General Sir Claude Auchinleck, the British commander-in-chief in the Middle East, considered what course should be followed in the event of the fall of Tobruk, which now appeared imminent and in fact took place on 08.00 on that same day. Ritchie reported that there appeared to be two primary options available to the 8^th Army: firstly, a stand on the Libyan/Egyptian border or, secondly and more preferably, the delay of the Axis forces on the frontier as the bulk of the British strength fell back to Mersa Matruh. Auchinleck agreed with Ritchie and, with the approval of the authorities in the UK, prepared a plan whereby a strong force, based on Lieutenant General W. H. E. Gott’s XIII Corps, checked the Axis forces to buy time and, at the same time, open the way for the RAF to continue its attacks from landing grounds as far to the west as possible, and allow the destruction of all the stores (especially of petrol and ammunition) which could not be removed.

The 8^th Army was to prepare to fight a decisive action in the area of Mersa Matruh, and to the forces available to Ritchie were now added the headquarters of Lieutenant General W. G. Holmes’s X Corps, Major General A. H. Gatehouse’s 10^th Armoured Division (in fact comprising only Brigadier E. C. N. Custance’s 8^th Armoured Brigade and supporting elements), and Lieutenant General B. C. Freyberg’s New Zealand 2^nd Division. The forces under Gott’s command were Major General J. W. M. Renton’s 7^th Armoured Division, Major General W. H. C. Ramsden’s 50^th Division and Major General J. S. Nichols’s Indian 10^th Division, together with five regiments of armoured cars. Of the two armoured brigades in the 7^th Armoured Division, Brigadier A. F. Fisher’s 4^th Armoured Brigade and Brigadier W. G. Carr’s 22^nd Armoured Brigade had just two and one regiments respectively. Ritchie had decided that Major General D. H. Pienaar’s South African 1^st Division was not at the moment effective and therefore opted to move it back to reorganise at El Alamein, a movement which was made on 21/23 June.

There was some discussion between Ritchie and Gott about how long the Axis forces were to be checked on the frontier. As it developed, Axis formations began to cross the frontier on 23 June and the delaying action proposed by Auchinleck became an orthodox withdrawal. The demolition schemes, which were an important feature of the plan, were on the whole successful. It was perhaps just as well that the withdrawals begun by the 8^th Army on 14 June had set off a train of pre-planned actions which included the demolition of installations at Bardia and Fort Capuzzo, and the deliberate leaking of some 500,000 Imp gal (2273000 litres) of petrol. The clearing of stores from the railhead at Misheifa began on 21 June, and was almost complete by 23 June. On that day the water point at Habata was destroyed and on 24 June the ammunition dump at Misheifa was blown up.

As they advanced, the Axis forces encountered very little ground opposition after 23 June, but from that date British air attacks started to have a major effect on the rate of the continued Axis progress. The selection of Mersa Matruh as the point to which the 8^th Army would retire was dictated not by the existence of any easily defended natural position, but the fact that, when it had been of significance as a port which the Italians would have been glad to have, the British had spent much time and trouble in preparing the defences of Mersa Matruh, later used it as the base for the 'Crusader' (i) offensive, but more recently had permitted the shallow half-ring of field defences near the coast to fall into some disrepair. Inland of Mersa Matruh the land climbs in two steps marked by a pair of escarpments paralleling the coast. The track linking Mersa Matruh and Siwa climbed the more northern of the escarpments just south of the point it crossed the costal road and railway line at the point known to the British as 'Charing Cross', and a narrow minefield extended from this area to the coast west of Mersa Matruh. A southward extension of the minefield climbed the northern escarpment to a point just below Sidi Hamza on the southern escarpment, where a position had been planned but only partially completed because of the hard rock into which the position had to be dug. Another narrow minefield extended from 'Charing Cross' in a south-westerly direction along the Siwa track to Bir el Hukuma below the southern escarpment. East of Sidi Hamza a track from Bir Khalda behind the southern escarpment descended this escarpment near Minqar Qaim and the northern escarpment near Bir Saranha before reaching the coast east of Mersa Matruh at Gerawla.

The British plan for battle in the area of Mersa Matruh was scrambled together on 22/24 June, and was essentially simple: the X and XIII Corps were to hold the areas round Mersa Matruh and Sidi Hamza respectively, their defence buying the time for the headquarters of Lieutenant General C. W. M. Norrie’s XXX Corps, to their rear, to gather a reserve and create an armoured striking force. The speed of the Axis forces' approach, the confusion of the withdrawal, and the movement of reinforcements in the opposite direction made it extremely difficult to create order out of near-chaos in the area of Mersa Matruh. The most daunting task fell to the X Corps, which was in the process of relieving the XXX Corps. One of its minor difficulties derived from Freyberg’s unwillingness to accept the static role allocated to his New Zealand 2^nd Division in the Matruh 'box', and as a result the New Zealand formation was reallocated from the X Corps to the XIII Corps.

By 24 June the British plan had reached a fairly definitive form. The X Corps was to have the Indian 10^th Division mostly inside the Mersa Matruh perimeter and the 50^th Division some miles to the south-east about Gerawla. In the inland sector the XIII Corps would have Major General H. R. Briggs’s Indian 5^th Division about Sidi Hamza, the New Zealand 2^nd Division above Minqar Qaim, and the 1^st Armoured Division, led during this period by a number of temporary commanders, in the open desert to the south-west. The 7^th Armoured Division, both of whose armoured brigades had been transferred to the 1^st Armoured Division, was acting as a covering force, and comprised Brigadier the Viscount Garmoyle’s 7^th Motor Brigade, Brigadier A. A. E. Filose’s Indian 3^rd Motor Brigade, and Brigadier L. L. Hassall’s (from 26 June Brigadier E. C. Cooke-Collis’s) 69^th Brigade of the 50^th Division.

In overall terms, Auchinleck and Ritchie hoped to check the Axis advance to the west of Mersa Matruh and Sidi Hamza, but if it penetrated between these places or swept round south they hoped to take it in flank with the formations of the XIII Corps. On 25 June Auchinleck reached the conclusion that the position of the 8^th Army was so critical to the needs of keeping the Axis forces from penetrating farther into Egypt that he should assume personal command, and flew to Maaten Baggush to take over from Ritchie, who was a comparative novice in senior field command. On assuming command, Auchinleck at once changed the plan, for on closer inspection he decided that the British-led forces were so weak in armour and artillery that in all probability they would be unable to check the Axis advance in front of Mersa Matruh and Sidi Hamza. Auchinleck felt that the Axis forces possessed an armoured superiority sufficient to allow them to pierce the British centre or sweep round its left flank resulting, in either case, in a defeat in detail.

Auchinleck now felt that the 8^th Army’s only salvation lay in freedom of movement rather than the defence of static positions as had been envisaged by Ritchie. So at 04.15 on 26 June Auchinleck issued fresh orders indicating that it was no longer the intention to fight the decisive battle at Mersa Matruh and Sidi Hamza, but rather to fight, slow and eventually check the Axis forces in a fluid battle in the area between Mersa Matruh and the gap between El Alamein and the Qattara Depression. Every infantry division was therefore to reorganise itself into 'brigade battle groups'. In the X Corps the forward elements of the 50^th Division and Indian 4^th Division were to consist of the divisional headquarters with one brigade group and all the divisional artillery, and in the XIII Corps the New Zealand 2^nd Division and Indian 5^th Division were to be similarly organised.

Auchinleck’s plan was a radical departure inasmuch as for many years it had been British army practice to avoid, at all costs, a running battle, and whether or not the tactics that Auchinleck proposed were apposite for the situation in which the 8^th Army now found itself, they were certainly new and entirely unpractised. So in one fell swoop the 8^th Army had to face a whole raft of changes and threats: its commander had been replaced, it was falling back before a determined foe, it had was just completing the preparations for one type of battle when it was instructed to fight another, and had finally to revise its organisation and very tactics.

Before anything could be done in the way of reorganisation, though, the die was cast for the status quo as the Axis forces went over to the offensive.

By the afternoon of 26 June the Indian 10^th Division (Brigadier D. Russell’s Indian 5^th Brigade, Brigadier J. J. Purves’s Indian 21^st Brigade and Brigadier A. E. Arderne’s Indian 25^th Brigade) was in the Mersa Matruh defences, and the 50^th Division (69^th Brigade and Lieutenant Colonel M. K. Jackson’s 151^st Brigade) was to the south of Gerawla, all under command of the X Corps. In the XIII Corps, the New Zealand 2^nd Division (less Brigadier G. H. Clifton’s New Zealand 6^th Brigade) was on the southern escarpment about Minqar Qaim, and the Indian 5^th Division (only Brigadier D. W. Reid’s Indian 29^th Brigade and two field artillery regiments) was divided into several detachments: one of these was located near Sidi Hamza, one at Point 222, and another at Bir el Hukuma. This brigade provided two columns ('Gleecol' and 'Leathercol') to operate between the two escarpments and shield the thinnest part of the minefields. The 1^st Armoured Division was some miles away to the south-west, having been joined by both armoured brigades (4^th and 22^nd Armoured Brigades) and both motor brigades (Brigadier J. M. L. Renton’s [from 19 June Garmoyle’s] 7^th Motor Brigade and Filose’s Indian 3^rd Motor Brigade, of which the latter was under orders to return to Amiriya to refit).

The Panzerarmee 'Afrika' had made light contact on the previous day and Rommel, who thought that the New Zealand 2^nd Division was still at Mersa Matruh, decided to send Generalleutnant Ulrich Kleemann’s 90^th leichte Division between the escarpments to cut the coast road well to the east, while General Walther Nehring’s Deutsches Afrika Korps drove off the 1^st Armoured Division. For this purpose Generalleutnant Georg von Bismarck’s 21^st Panzerdivision would move to the east, just below the southern escarpment, and Generalleutnant Eduard Crasemann’s 15^th Panzerdivision parallel with it to the south of the southern escarpment. Generale di Corpo d’Armata Ettore Baldassarre’s Italian XX Corpo d’Armata was to support the Deutsches Afrika Korps and Generale di Corpo d’Armata Benvenuto Gioda’s X Corpo d’Armata and Generale di Corpo d’Armata Enea Navarini’s XXI Corpo d’Armata were to pin the defences of Mersa Matruh on their western side.

The advance began late in the evening of 26 June, after the Deutsches Afrika Korps had been delayed by shortage of fuel and incessant air attacks in which its headquarters and both Panzer divisions, as well as both Italian corps, reported considerable losses. The 90^th leichte Division, however, managed to pass through the thin minefield and scattered 'Leathercol', while the 21^st Panzerdivision did likewise to 'Gleecol'. That was all the fighting for the day, but the way was open for the further advance of 90^th leichte Division. Communications in the Indian 29^th Brigade had broken down and, believing that the Axis forces had achieved a major breakthrough, an attempt was made to pull back most of the brigade some miles to the east. The detachments at Sidi Hamza and Bir el Hukuma were ordered not to move, but in fact the brigade had become scattered and was only able to re-form as two small columns and a weak reserve. Higher command levels received only conflicting reports of these events, and it was impossible to establish the reality of the situation. It seemed that 100 tanks had broken through, however, and were being engaged by the columns of the Indian 29^th Brigade.

At daybreak on 27 June the Panzerarmee 'Afrika' resumed its advance. The 90^th leichte Division found itself in an exposed position and was heavily engaged by the artillery of the 50^th Division, but came across the isolated 9/Durham Light Infantry of the 151^st Brigade and almost destroyed it. Artillery fire prevented the Germans from exploiting this success, however, and the 90^th leichte Division, which was now very weary, withdrew some distance and rested until the afternoon.

Farther to the west, on the front of the X Corps, the Indian 5^th Brigade had tried to advance south to strike the Axis forces near the minefield gap, but encountered opposition, probably from Generale di Divisione Arturo Torriano’s 17a Divisione autotrasportabile 'Pavia' of the X Corpo d’Armata, and failed to get up the northern escarpment.

During the morning the Deutsches Afrika Korps, unaware of the presence of the New Zealand 2^nd Division, had not achieved very much. The 15^th Panzerdivision advanced to the east above the southern escarpment and the 21^st Panzerdivision between the southern and northern escarpments. As a precaution Generale di Divisione Gervasio Bitossi’s 133a Divisione corazzata 'Littorio' moved behind and to the north of the 21^st Panzerdivision. Almost at once the 15^th Panzerdivision was attacked by the 4^th Armoured Brigade and the 7^th Motor Brigade, which halted the German formation. The 21^st Panzerdivision meanwhile moved to a location below Minqar Qaim to block the passage down the escarpment which may have been thought to be a probable line of withdrawal for the vehicles apparently facing 15^th Panzerdivision. At about 10.00 the 21^st Panzerdivision reported another large fleet of transport vehicles (in fact belonging to the New Zealand 5^th Brigade) below the escarpment. These vehicles had to escape rapidly to the east, and climbed the escarpment to a point near Mahatt abu Batta. Soon after this an artillery duel erupted as the main Axis columns moved on toward Bir Shineina. At 12.00, with the 15^th Panzerdivision still checked and attempts to bring the XX Corps into action proving ineffective, the Deutsches Afrika Korps ordered the 21^st Panzerdivision to attack the concentration at Minqar Qaim. Rommel pushed the 90^th leichte Division forward once again, permitting it to move farther inland to avoid shell fire, but nonetheless demanding that it cut the coast road by the evening. At 14.00 the 21^st Panzerdivision began to encircle Minqar Qaim, and the 133a Divisione corazzata 'Littorio' moved up to a position near Bir Shineina. Generale di Divisione Giuseppe de Stefanis’s 132a Divisione corazzata 'Ariete' and Generale di Divisione Arnaldo Azzi’s 101a Divisione motorizzata 'Trieste' were placed under command of the Deutsches Afrika Korps.

At the headquarters of the 8^th Army as he awaited the development of the battle, Auchinleck had been considering what to do if his forces were compelled to pull back. At 11.20 he sent messages to Holmes and Gott telling them that if it became necessary both of their corps would disengage, pull back in parallel to a line running from the escarpment just west of Fuka to Minqar Omar, some 30 miles (48 km) to the south, and there resume the battle. At 12.30 Gott reported to army headquarters the impressions he had received during a visit to the New Zealand 2^nd Division at Minqar Qaim. The division was being heavily shelled, and he had given Freyberg permission to move, laterally rather than rearward, if necessary. He had refused a New Zealand request for some infantry tanks because he wished to keep his armour concentrated. An officer of the 8^th Army headquarters replied that he would arrange for the X Corps to attack southward to relieve the pressure. At about 15.00 Holmes received his orders, and instructed the 50^th Division to seize the line of the northern escarpment on either side of Bir Sarahna, starting at 19.30. During the night the Indian 5^th Brigade was also to get onto the escarpment farther to the west.

By about 15.40 the 21^st Panzerdivision was attacking the New Zealanders from the north, north-east and east. These attacks were easily held, but the Axis formation’s eastern group, working round the left flank of the British and commonwealth forces in the south, made it necessary for the New Zealand 4^th Brigade’s transport to withdraw westward and drive that of the New Zealand 5^th Brigade pell-mell to the south. Moreover the attack from the south was threatening, and at about 16.00 Freyberg asked the 1^st Armoured Division for support. The 4^th Armoured Brigade was just withdrawing to a position about 10 miles (16 km) to the west of Minqar Qaim, and the 3^rd County of London Yeomanry was despatched to the New Zealanders, finding a confused situation with New Zealand vehicles between them and the Axis forces, and being fired at by the New Zealand artillery. It happened that the Bays were just arriving from the east with a mixed tank strength to join the 1^st Armoured Division, and the double threat caused the Axis forces to stop their attack and prepare to defend themselves from a counterattack.

Gott’s ''intention on 27 June had been to delay the Axis forces for as long as possible on the positions which his troops held at the start of the day, but in accordance with Auchinleck’s plans for a mobile defence had issued instructions for withdrawal if this should become necessary. The first stage was to be to a line some 8 miles (13 km) from Fuka and covering it from the west and south. The divisions were to move there on roughly parallel routes, the Indian 5^th Division in the north, the New Zealand 2^nd Division in the centre, and the 1^st Armoured Division in the south. Each division would provide its own rearguard. The situation was further complicated by the fact that this stage would begin on the receipt of a code word for each division, but not necessarily at the same time.

The second rearward step would be to the El Alamein line. The wording of Gott’s instructions shows that he had clearly in mind Auchinleck’s wish that the armour was not to be committed except in very favourable circumstances. It seems clear that during the afternoon of 27 June Gott came to the conclusion that the Axis forces' move against Minqar Qaim threatened to split his corps. He had been told by Auchinleck that no formation was to become isolated and pinned, and he apparently decided that he must soon withdraw his formations. He had already reported to the 8^th Army that the 1^st Armoured Division was to bring its armour into reserve at the end of its present engagement (with the 15^th Panzerdivision), and at about 17.00 a garbled message from the XIII Corps reached Lumsden which appeared to convey the news that the New Zealand 2^nd Division had left Minqar Qaim and that Lumsden had discretion to withdraw east of the Bir Khalda track. This he did not do. A somewhat similar but untimed message was sent to the New Zealand 2^nd Division. Both are inexplicable, and there is no real evidence as to who sent them.

At 17.00 Freyberg was wounded by a shell splinter and passed command of his division to Brigadier L. M. Inglis of the New Zealand 4^th Brigade. Inglis knew that Gott had said that the New Zealand 2^nd Division’s ground was not vital, and so decided that the formation must withdraw that night, for as far as he could see it was almost surrounded and his artillery ammunition was almost spent. But he was by no means clear where he should take the division. Soon after 17.00 a veiled enquiry over the radio elicited from the XIII Corps a reply that was understood to mean Bab el Qattara, 20 miles (32 km) to the south-west of El Alamein, which indicated the second stage of the corps' plan for withdrawal. Inglis accordingly appointed a rendezvous in the neighbourhood of the El Alamein line. At 19.20 the XIII Corps issued the code words to begin the first stage of withdrawal and gave destinations for the Indian 5^th Infantry and British 1^st Armoured Divisions near Fuka.

There is little doubt that Gott was trying to conform to Auchinleck’s withdrawal plan, and it is noteworthy that although the New Zealand 2^nd Division’s codeword was included in this message, there was no mention of any destination for it. After issuing his code words, Gott reported the fact to the 8^th Army, which thereupon issued the withdrawal order to the X Corps, hoping thereby to cancel the attack that Holmes had been ordered to carry out and instead trigger the corps' withdrawal.

At about 21.15 Lumsden visited the New Zealand 2^nd Division, and Inglis suggested that the 1^st Armoured Division should co-operate in a combined withdrawal in the moonlight. Lumsden did not agree, presumably because in part he had orders from the XIII Corps as to his route and in part because the petrol his vehicles needed was at Bir Khalda. But he agreed to assume control the New Zealand 21^st Battalion, which was protecting the petrol dump, and the transport of the New Zealand 5^th Brigade. Inglis then carried out his own bold plan, which was for the New Zealand 4^th Brigade, in whose capabilities he had great confidence, to clear a gap through which the rest of the division would pass. This was brilliantly successful, and caused heavy German casualties. The New Zealand 4^th Brigade attacked to the east with grenade and bayonet and broke through after a wild fight. At the last moment Inglis decided that his headquarters, his reserve group and the New Zealand 5^th Brigade would not directly follow the New Zealand 4^th Brigade, which would have meant driving through the thoroughly alerted opposition, but would move south for 2 miles (3.2 km) and then turn east. A complication was that the New Zealand 5^th Brigade’s transport had been scattered during the afternoon and could not be reached, so that the men had to cling to all the vehicles which were still available, and also to guns. Before the column eventually broke clear it crashed into the laager of the 21^st Panzerdivision, creating havoc.

The New Zealand 2^nd Division reassembled at its rendezvous by the night of 28 June after suffering more than 800 casualties in the three days.

The 1^st Armoured Division, which had received no petrol or supplies during the day, first moved to Bir Khalda to replenish, and started its move to the east just after 24.00. It reached its area 15 miles (24 km) to the south-east of Fuka during the morning of 28 June.

In the sector of the X Corps, at 17.30 on 27 June Holmes received information that the Axis forces had cut the coast road in the area to the east of Gerawla. He decided, nevertheless, not to cancel the attack he had been ordered to make. By ill fortune, though, the headquarters of the X Corps were out of touch with the 8^th Army from 19.30 until 04.30 on the next day, and only then did the X Corps learn that the XIII Corps was withdrawing and that Auchinleck had decided to implement his withdrawal plan.

Meanwhile the X Corps' attack took place but achieved nothing. In the 50^th Division the 151^st Brigade hit nothing, and the 69^th Brigade met stiff opposition and failed to get on to the escarpment. The Indian 5^th Brigade fared no better. The code word for withdrawal came too late for anything to b e attempted that night.

At dawn on 27 June the British-led air forces pulled back, the fighters and fighter-bombers and the Douglas Boston twin-engined medium bombers to El Daba, and the Martin Baltimore twin-engined light bombers to Amiriya. There the aircraft were quickly readied for action once again, but information about the fighting on that day had been so meagre that it was impossible to lay down a clearly defined bomb-line. Air Vice Marshal A. Coningham’s Desert Air Force therefore turned its attention to the area west of the battle, where for most of the day it found a mass of good targets. The precaution was taken of maintaining fighter sweeps over the Mersa Matruh area, but the Axis forces' air activity was only slight. During the night Vickers Wellington bombers, led by Fairey Albacore pathfinder aircraft and reinforced by Boston light bombers and Consolidated Liberator heavy bombers, continued the attacks on Axis concentrations.

On the morning of 28 June Auchinleck had very little information about the situation of the two corps, but at 11.45 he sent them a message saying that the Axis forces were reported to have a detachment at Maaten Baggush and clearly intended to attack Mersa Matruh from the south. The X Corps was not to allow itself to be cut off, but was to withdraw toward Fuka keeping above the northern escarpment. This crossed a message from Holmes reporting that the Axis forces had cut the coastal road 17 miles (27.5 km) to the east of Matruh, and saying that he had three choices: to force the road block by a direct attack, to break out south before turning east, or to concentrate both his divisions and fight it out. Auchinleck replied 'No question of fighting it out. No time to stage deliberate attack along road for which there is probably no objective. You will slip out to-night with whole force on broad front, turn east on high ground and rally El Daba. 13 Corps will cover you.' The XIII Corps was in no position to do so, however. Gott was first told at 15.30 that he was to help, but not until 21.30 did he receive the 8^th Army’s signal that the breakout was to begin at 21.00, 30 minutes earlier. In the general confusion and uncertainty, no effective help could be arranged by the XIII Corps, which was obviously unable to comply with the 8^th Army’s order to send back some of the New Zealand 2^nd Division.

During the evening the 21^st Panzerdivision crashed into the remains of the Indian 29^th Brigade at Fuka. Reid had been given discretion to withdraw if his brigade was in imminent danger of being cut off and had collected the transport to do so, but the attack was too swift and only small parties managed to escape the Axis net.

Late in that evening the Deutsches Afrika Korps noted that the lengthening of its lines of communication was throwing a strain on the supply services, but the rapid advance on 28 June had quite made up for the initial delays. The advance of the Axis columns to the east of Mersa Matruh had also made it necessary to withdraw the Boston bombers still farther, this time to Amiriya. The fighters and fighter-bombers were kept forward about El Daba, however, for it had become known that Axis bombers and dive-bombers were being moved up, and protection of the 8^th Army became the main concern of Coningham’s Desert Air Force.

As it happened, there was surprisingly little air action against the British-led forces as they pulled back, the 203 sorties flown by the Luftwaffe that day being nearly all devoted to reconnaissance and defensive fighter tasks.

At the request of the X Corps, British fighter-bombers were despatched to deal with artillery which was firing on the road near Sidi Haneish. This artillery was part of a group of 90^th leichte Division, which later reported that it had been attacked by low-flying aircraft and the guns forced to change position.

That evening the airfields at El Daba seemed to be in some danger, but the Indian 29^th Brigade’s stand was made about 12 miles (19 km) from the most westerly airfields still in use, and bought the time needed for a fighter wing to be flown off. The rest of the fighters remained to cover the X Corps on the next day. During the night 105 sorties were flown by Wellington, Liberator, Albacore, Blenheim and Boston warplanes, mainly against Axis vehicles in the neighbourhood of 'Charing Cross'.

Holmes had made a simple plan for his break-out: the 50^th and Indian 10^th Divisions were to hold their positions during daylight on 28 June and at 21.00 were to burst out to the south for 30 miles (48 km) before turning eastward for a rendezvous near Fuka.

The Axis forces had themselves been attacking the Indian 25^th Brigade intermittently, and part of the 151^st Brigade became engaged toward dusk. The Indian 21^st Brigade, which had been brought over from Mersa Matruh toward Gerawla, had two sharp actions with groups of the 90^th leichte Division. Both divisions had planned to break out by brigade groups moving in columns arranged in a number of ways. As might have been anticipated, this led to a fair measure of confusion. Nearly every column ran across an Axis laager at one point or another, and the confusion on both sides was great. To break clear was made still more difficult by the presence of the Axis forces at Fuka, and the Indian 10^th Division suffered particularly heavy losses in men and vehicles.

Holmes’s corps headquarters pushed its way through, and was sent back to take over the 'Delta' Force, which was being hastily formed, while the corps' two divisions set about re-forming behind the El Alamein line. The scattering of the X Corps upset Auchinleck’s plan for occupying this line, and on 29 June he directed that the XXX Corps (South African 1^st, British 50^th and Indian 10^th Divisions) to take the right sector, and the XIII Corps (New Zealand 2^nd and Indian 5^th Divisions) the left sector. The 1^st and 7^th Armoured Divisions, the latter an armoured formation only in name, were to be in army reserve. After remaining at El Daba to cover the remnants of the X Corps getting away from Mersa Matruh on 29 June, the fighter squadrons were withdrawn. During the night of 29/30 June heavy attacks were made by Wellington, Boston and Blenheim bombers against the landing ground at Sidi Barrani and other targets presented by road transport.

On 30 June, when the Axis forces were already in contact with the El Alamein positions, every available aircraft was brought to bear in order to gain a little breathing space for the 8^th Army. One of the troubles was the lack of information provided by the army. Bomb lines given by formations were often contradictory, and there were no requests for air support. Coningham’s advanced headquarters were well forward, and to choose his targets he used air reconnaissance reports and information brought back by attacking aircraft. The Axis columns were seen to be closely packed, and against them the Baltimore bombers made three attacks and the Boston bombers six attacks. The Desert Air Force flew 63 bomber and 27 Kittyhawk fighter-bomber sorties, and the attacks fell most heavily on the 90^th leichte Division.

The weather then took a hand: dust hid many targets and sandstorms spread to the landing grounds, causing the day bombers to scatter over a wide area in search of places to land. There was hardly any Axis air activity, probably because the German fighters were in the process of moving forward to Fuka. That night the road, railway, and landing grounds at Fuka received the concentrated attack of 37 Wellington bombers. The mining of the harbour and destruction of the port facilities were successfully accomplished at Sollum on 23 June and at Mersa Matruh on 28 June. In addition, at Mersa Matruh the water installations were destroyed and the water contaminated.

Lighters continued to supply the army with essential stores until the last possible moment. Bombardment from the sea was considered, but the naval liaison officer with the 8^th Army reported on 30 June that it would be of little use as the troops were much dispersed and most of the fighting was taking place too far inland. Ever since the fall of Tobruk, Rommel had been seeking to maintain the Axis pressure on the British-led forces, and so prevent them from forming a front behind which they could absorb the land and air reinforcements they were likely to receive.

Auchinleck’s primarily objective had been to keep the 8^th Army in being. Although it had suffered severe losses in men and matériel, and was much disorganised, it was bewildered rather than demoralised, and its basic structures were still in existence and certainly capable of further effort, as events were soon to show in the 1^st Battle of El Alamein. But this did could not disguise the fact that the 8^th Army was now back in a 'last ditch' position. The Axis forces captured more than 6,000 British and commonwealth troops during this operation. Rommel was certain to waste no time, no matter how exhausted his troops might be and no matter what they lacked, the latter including full air support from air units still struggling to make their way forward.

The task before the 8^th Army and the Desert Air Force was clear: they must at all costs parry the blow that was surely coming. True to form, Rommel acted with the greatest vigour, and on 1 July launched an attack just to the south of El Alamein. The fighting thus begun lasted on and off for the whole month, exhausting both sides but leaving the British-led forces still in possession of their positions.