'Morgenröte' (ii) was the second of four German counterattacks and counter-offensives against the Allied beach-head at Anzio on the western coast of central Italy (7/9 February 1944).

Landed in 'Shingle', Major General John P. Lucas’s US VI Corps (initially Major General Lucian K. Truscott’s US 3^rd Division and part of Major General W. R. C. Penny’s British 1^st Division, supported by British commandos and US airborne troops) occupied only a relatively small beach-head running from the Mussolini Canal in the south some 12 miles (19 km) to the north to the line of the Moletta river, and as far inland as a line just short of Cisterna and Campoleone station. The opposition was found by Generaloberst Eberhard von Mackensen’s 14^th Army, which had been established swiftly on 18 November 1943 in direct response to the Allied landing.

Instead of pressing inland rapidly to cut the lines of communication of Generaloberst Heinrich-Gottfried von Vietinghoff-Scheel’s 10^th Army, which was facing Lieutenant General Mark W. Clark’s US 5^th Army farther to the south-east at Cassino on the Garigliano river front, Lucas decided to consolidate his lodgement and await the arrival of the corps� armour and heavy artillery. von Mackensen was thus able to pin down the Allied forces at Anzio while building up the forces needed for 'Morgenröte' (ii), designed to drive the VI Corps back into the sea. However, effective use of 'Ultra' intelligence, which had been important in the launching of 'Shingle' with almost total tactical surprise, was still more important at this stage as Lucas had good information about the German plans and tank strengths, and could therefore organise his defences for maximum efficiency.

The initial 'Fischfang' counter-offensive had been launched on 3 February by units of General Alfred Schlemm’s I Fallschirmkorps, and achieved small gains before being halted on the following day. Like 'Morgenröte' (ii) which followed it, 'Fischfang' should be seen more as a spoiling attack than as a full-bodied counter-offensive.

'Morgenröte' (ii) was launched at 21.00 on 7 February by formations of General Traugott Herr’s LXXVI Panzerkorps to take Carroceto and Aprilia (dubbed The Factory by the Allies for its blocky concrete buildings), which lay just to the British side of the junction between Major General William W. Eagles’s US 45^th Division and the 1^st Division. Units of Generalleutnant Fritz-Hubert Gräser’s 3^rd Panzergrenadierdivision, Oberst Hans Hecker’s 26^th Panzerdivision and Generalleutnant Kurt Hoffmann’s 715^th Division were formed into the Kampfgruppe 'Gräser', and on 8 February this group was supplemented by another extemporised grouping under Oberst Henning Schönfeld.

The two Kampfgruppen pushed deep into the 1^st Division’s positions, and by 11 February had taken Carroceto and Aprilia, in the process reducing the British division to about half of its establishment strength. At this alarming stage of the Allied operations at Anzio, Alexander urged Clark to strengthen the leadership of the VI Corps, and Clark responded by making Truscott the corps' deputy commander.

It should be noted that after 'Morgenröte' (ii) had taken Aprilia and Carroceto on the road linking Anzio with Albano in the Alban hills, Lucas had relieved Penney’s battered 1^st Division with Eagles’s 45^th Division. As Major General G. W. R. Templer’s British 56^th Division arrived from the Garigliano river front, Lucas brought this into the line on the 45^th Division’s western flank so that the Albano road sector was held by completely fresh troops. Truscott�s 3^rd Division remained in the Cisterna sector, which had not yet been seriously attacked.

This situation prevailed even as the Germans pondered 'Sonnenaufgang' as their third and, as it turned out, last significant counter-offensive at Anzio, with the 'Seitensprung' final effort later constituting little more than an afterthought.