'Guillotine' (ii) was the British advance of General Sir Bernard Montgomery’s 8^th Army from western Egypt to eastern Tunisia across the Libyan provinces of Cyrenaica and Tripolitania (2 November 1942/16 February 1943).

The operation began with the start of the 8^th Army’s advance after its 'Lightfoot' and 'Supercharge' (ii) victory in the 2^nd Battle of El Alamein, and was pursued in a somewhat intermittent fashion as a result of logistic considerations and the unimaginative Montgomery’s failure to proceed in anything other than a ponderous fashion that ignored the dire straits in which the retreating Axis now found themselves.

The 8^th Army crossed from Egypt into Cyrenaica between the Halfaya pass and Sollum on 11 November, and then proceeded via Tobruk (12 November), Derna, Cyrene, Barce, Benghazi (19 November), Agedabia (23 November), Mersa Brega (13 December), El Agheila (17 December), 'Marble Arch' (16 December), Nofilia, Sirte, Buerat (15 January), Misurata, Homs (20 January), Corradini, Tarhuna (19 January), Tripoli (23 January), Zuara, Ben Gardane in Tunisia, and Medenine and the Mareth Line defences (16 February).

The only fighting was at El Agheila, Buerat and Homs, where Generalfeldmarschall Erwin Rommel’s Deutsch-Italienische Panzerarmee fought limited delaying actions as it fell back toward Tunisia.

It was on 4 November 1942 that Rommel had decided finally that his German and Italian formations should break away from the 2^nd Battle of El Alamein and start a retreat westward toward Libya, and the German forces reached Fuka on the following day to pause in the defensive position quickly extemporised by the Italian forces which had departed from El Alamein on 3/4 November. The Italians resumed their withdrawal on the same day, however, and after a successful British attack the Germans followed the Italians. Montgomery rested some of his formations after their efforts at El Alamein, and the pursuit was entrusted largely to Major General A. F. J. Harding’s 7^th Armoured Division and Brigadier M. G. Roddick’s 4^th Light Armoured Brigade Group. The British advance was slowed by rain on 6 November, and the Axis forces established a new defence line at Mersa Matruh, about 110 miles (180 km) to the west of El Alamein, on 7 November. On this day Rommel was warned that an Allied landing could be expected between Tobruk and Benghazi, but on 8 November the German commander learned that the Allies had landed considerably farther to the west as 'Torch' descended on French North-West Africa.

Now faced with the threat of major Allied strength developing in his rear, Rommel decided to withdraw in one major step to El Agheila. The Axis forces evacuated Sidi Barrani on 9 November and the Halfaya pass on the Egyptian/Libyan border on 11 November, in the process leaving Egypt for the last time. The whole of the Cyrenaica eastern region of Libya was evacuated without major British pressure, but Rommel wished to hold onto Tobruk for as long a time as possible so that 10,000 tons of equipment could be saved, but this port city fell to the British on 13 November.

Montgomery’s undertaking to trap the Axis garrison of Tobruk by an encirclement towards Acroma, west of Tobruk, failed and the garrison fell back toward Benghazi without suffering major loss. Meanwhile the British took Derna and its airfield complex at Martuba on 15 November. The seizure of the latter was particularly welcome to the British as they were thus able to provide effective air cover for the important MW.13 convoy passaging from Alexandria to Malta in 'Stoneage' on 17/20 November.

By this time the Axis forces had pulled back some 400 miles (645 km) in 10 days. Despite the importance of Benghazi in the delivery of Axis supplies, Rommel had to order its evacuation to avoid the possibility of being cut off by a British encirclement such as that which had led to the major Italian defeat in the Battle of Beda Fomm during February 1941. The British entered Benghazi on 20 November. Three days later, the Axis forces evacuated Agedabia and fell back to Mersa Brega. During their withdrawal to Mersa Brega, the Axis forces were presented with a host of problems including but not limited to a British air superiority that allowed effective attacks on the Axis lines of communication, congestion of the Axis forces along the sole major road along the coast, and a constant shortage of fuel.

There were no significant ground force engagements in the course of the 18 days between the evacuation of Agedabia on 23 November and the beginning of the Battle of El Agheila on 11 December, but Rommel seemed to be beset throughout by arguments with his military and political superiors such as Adolf Hitler, Reichsmarschall Hermann Göring, Generalfeldmarschall Albert Kesselring (the Oberbefehlshaber 'Süd'), Maresciallo d’Italia Ugo Cavallero (the head of the Comando Supremo), and Maresciallo d’Italia Ettore Bastico (the governor of Libya). The primary bone of contention was Rommel’s desire to withdraw the surviving Axis forces to Tunis as quickly as possible, while all his superiors wished him to hold at Mersa Brega and El Agheila for as long as possible.

Benito Mussolini, the Italian dictator, ordered Rommel to stand on the El Agheila line to defend Tripolitania, and this instruction was supported by Hitler, who ordered Rommel that El Agheila was to be held whatever the cost. Although the El Agheila position was naturally strong, as the town was surrounded by salt marshes, soft sand and broken ground, all of which were a severe impediment to the deployment and manoeuvring of British mechanised equipment, Rommel had already come to the conclusion that it would be impossible to hold the position unless the Axis forces under his command received artillery and tank replacements, the Luftwaffe was significantly strengthened, and the Deutsch-Italienische Panzerarmee's fuel and ammunition supplies were restored. This was impossible because by this time, following the 'Torch' landings, all available reserves of men, equipment and supplies were being sent to Bizerte and Tunis in an effort to create a major lodgement which would prevent Tunisia falling to an Allied advance from Algeria. By the time of Rommel visited Berlin at the beginning of December, Mussolini and Hitler had accepted the reality of the situation and agreed for preparations to be made for a withdrawal to Buerat some 250 miles (400 km) to the west, and by 3 December the unmechanised Italian infantry was on the move.

It was not only the Axis forces which were faced by problems, though, for the British too had their own difficulties, albeit not as intractable as those faced by the Axis forces. The most telling of these difficulties was the ever-increasing length of the line of communications, initially from Egypt to Agedabia: the 440-mile (710-km) section between Alexandria and Tobruk was comparatively easy as the two cities were connected by rail; but then, however, the shorter 390-mile (630-km) section between Tobruk and Agedabia was more problematical as supplies had to be delivered either along the Via Balbia road or by sea first to Benghazi and then to Agedabia. Another factor that complicated the British pursuit was the fact that Montgomery and his subordinate commanders were unable to ascertain with any degree of certainty what Rommel intended to do: in several previous undertakings they had been caught out by Rommel’s penchant for drawing the British forces on and then counterattacking.

Right from the start of his arrival as the 8^th Army’s commander, Montgomery had decided to improve the 8^th Army’s morale by removing the habit of defeat and then precipitate retreat. On 26 November Montgomery therefore pulled Lieutenant General H. Lumsden’s X Corps out of the line and into reserve and Lieutenant General Sir Oliver Leese’s XXX Corps took over the 8^th Army’s front line with Major General A. F. Harding’s 7^th Armoured Division, Major General D. N. Wimberley’s 51^st Division and Lieutenant General Sir Bernard Freyberg’s New Zealand 2^nd Infantry Division. Montgomery next held Major General R. Briggs’s 1^st Armoured Division and Freyberg’s New Zealand 2^nd Division at Bardia, where they rested and at the same time constituted a major defensive capability should this latter be needed. Despite Rommel’s worry of entrapment by a rapid British advance across the Cyrenaica bulge, Montgomery was aware that any such effort on his part would expose the committed formations to an extended, isolated and therefore vulnerable movement, as had already been demonstrated in the early months of 1941 and 1942.

The British therefore pushed their main strength round the coast of the Cyrenaica bulge and launched their assault on the Axis positions at Mersa Brega and El Agheila, at the south-western corner of the bulge, during the night of 11/12 December

Montgomery’s plan, issued at the end of November, was for the New Zealand 2^nd Division, with Brigadier C. B. C. Harvey’s 4^th Armoured Brigade under command, to begin a wide outflanking movement on 13 December masked by an artillery bombardment and infantry raids on the Deutsch-Italienische Panzerarmee's forward positions from the night of 11/12 December to pin the German and Italian main strength and distract Rommel’s attention from his command’s southern flank. The main frontal attack by the 51^st Division on the coast and 7^th Armoured Division inland on the infantry division’s left would then launch a major effort during he night of 16/17 December once the New Zealanders were position to the right rear of the Axis position.

Rommel’s supply position had not improved: Tunisia was still being prioritised for the delivery of men, equipment and supplies, and of the few ships despatched to Tripoli to supply the Deutsch-Italienische Panzerarmee in November, some 75% had been lost to British air and sea attack. Thus Rommel was short of men and equipment, and even shorter of fuel and ammunition. Rommel therefore intended to hold for as long as possible, but to retire in the face of strong pressure. When the preliminary attacks began on 11 December Rommel took this to be the start of 8^th Army’s attack and started to withdraw. By the middle of the morning on 12 December, British patrols detected that the Axis positions were being thinned, and Montgomery ordered the New Zealand Division to move immediately and brought forward the main assault to the night of 14/15 December.

By the evening of 12 December the Axis withdrawal was well under way, some units being held back to cover the retreat.

On 13 December, Axis reconnaissance aircraft discovered some 300 vehicles to the north of Marada oasis, some 75 miles (120 km) to the south of El Agheila, which was in fact the New Zealand column, and this meant that the Axis forces were now in danger of being outflanked. Rommel wished to launch his remaining armour at this outflanking force, but could not do so for lack of the fuel which would have been required, and so ordered the withdrawal to continue. Meanwhile, an attack by 7^th Armoured Division was beaten off by a determined rearguard action by a combat group of the Generale di Divisione Francesco Arena’s 132^nd Divisione corazzata 'Ariete'.

The 8^th Army’s change of plan had come too late. When the New Zealand 2^nd Division completed its left-hook movement on 15 December it was dispersed after a difficult journey across tough terrain and had only 17 serviceable tanks. It found Oberst Willibald Borowitz’s 15^th Panzerdivision on the escarpment guarding the coast road. Brigadier W. Gentry’s New Zealand 6^th Brigade. which was farther to the west, was ordered to form a block on the coast road while Brigadier H. Kippenberger’s New Zealand 5^th Brigade protected the division’s supply and transport vehicles. During the night of 15/16 December most of the Deutsch-Italienische Panzerarmee's remaining elements were able to withdraw toward Nofilia, making good their escape in small fast columns passing through the gaps in the dispersed New Zealand units under cover of darkness. The trap was now empty and between 13 and 17 December the 8^th Army took only some 450 prisoners, 25 pieces of artillery and 18 tanks.

The 8^th Army pursued, and on 18 December there was short but sharp fighting at Nofilia, some 100 miles (160 km) to the west of El Agheila. Rommel withdrew to Buerat, with the intention of withdrawing farther to Tunis, but under pressure from his superiors he established a new defensive line at Buerat, which the 8^th Army overcame in 'Fire Eater'.