'Theseus' (i) was an Axis offensive to the east in North Africa by General (from 24 January Generaloberst) Erwin Rommel’s Panzergruppe 'Afrika' (from 30 January Panzerarmee 'Afrika') 1 after its westward retreat through Cyrenaica to El Agheila in the aftermath of 'Crusader' (21 January/6 February 1942).

Despite the considerable number of its formations, on 22 January the Panzergruppe 'Afrika' nonetheless possessed only some 37,500 men in the form of 12,500 Germans and 25,000 Italians.

The exhausted Axis forces had fallen back some 500 miles (805 km) to El Agheila by 21 December 1941 in the aftermath of the 'Crusader' campaign. The British forces had followed the Axis retreat and, believing that Rommel’s formations would be unable to resume offensive operations until they had rested and refitted, General Sir Claude Auchinleck, commanding in the Middle East, and Lieutenant General N. M. Ritchie, commanding the 8^th Army, dispersed their own forces for a comparable recovery of their fighting capability: moreover, the two British commanders thinned their front-line troops to allow more men to be allocated to the task of building lines of communications and supply dumps in order to facilitate the planned 'Acrobat' additional thrust to the west to take Tripolitania. What the British commanders had not appreciated, however, was that the heavy Axis air offensive against the British forces and their bases on the island of Malta had allowed an increase of the Axis convoy effort delivering equipment and supplies to North Africa. The result was that the Panzergruppe 'Afrika' was restored more quickly than the 8^th Army, whose lines of communications had been lengthened enormously by the advance to Agedabia.

On 5 January an Axis convoy had reached Tripoli with 54 tanks and their crews, as well as a consignment of fuel. By 10 January Rommel was confident that the British were awaiting reinforcements and that there was thus the hope of a valuable breathing space. At a staff conference held on 12 January, though, Rommel’s senior intelligence officer, Major Friedrich von Mellenthin, predicted that for the next fortnight the Axis forces would be slightly stronger than the British immediately opposed to them, but that thereafter the British would grow stronger. Mellenthin therefore argued that if the British forces were concentrated they might well be capable of destroying part of the Axis position, and that it was therefore dangerous to continue on the defensive. Oberst Siegfried Westphal, head of the operations section, then suggested that the British dispersion and local weakness rendered them vulnerable to a spoiling attack in the area of Agedabia but, for shortage of German troops and supplies, that no attempt should be made to exploit any success here.

Rommel was sceptical but finally agreed. The resultant undertaking was then to be planned and undertaken in such secrecy that neither the Italian nor German high commands in Rome and Berlin should be informed, and the preparations were to be explained merely as measures to meet an imminent British attack. It was on 14 January that the equipment recently unloaded at Tripoli began to reach the front, and on the following day intercepted radio traffic suggested that the British were in administrative difficulties and not completely ready for action.

The Axis forces had also been able to improve their air strength: by the third week of January there were 515 German and Italian aircraft in Tripolitania, of which 300 were serviceable. On the British side Air Vice Marshal A. Coningham’s Air Headquarters Western Desert were still suffering from several shortages: of its 445 aircraft only some 280 were immediately available for operations.

On 17 January more equipment reached the El Agheila line, increasing the Axis armoured strength to 84 German and 89 Italian vehicles.

On 18 January Rommel issued his orders for an attack to be launched on 21 January. The Deutsches Afrikakorps was to advance in the south with its right on the Wadi Faregh, the XX Corpo d’Armata in the centre, and a Kampfgruppe (two lorried infantry battalions of the 21^st Panzerdivision and 90^th leichte Division) under Oberstleutnant Werner Marcks on the left along and to the north of the coastal road. This last grouping would later be directed either toward Agedabia or to the south-east depending on the tactical situation. In overall terms, this was a simple and operationally feasible plan for a limited advance.

The weather favoured the start of Rommel’s offensive, for the Axis forces' preliminary movements were hidden by sand-storms and, on the night of 20/21 January, heavy rain squalls whose worst effect was at the important British airfield of Antelat, which became little more than mud. To avoid the risk of all his aircraft being caught on the ground, Coningham ordered that four squadrons of fighters be flown back, early on 21 January, to Msus and another to Gazala: from these bases the fighters could reach the front, but could then remain on station for only a short time. Even so, one of No. 208 Squadron’s aircraft did manage to report large concentrations of vehicles around Mersa Brega and some distance inland.

'Theseus' (i) began soon after 08.00 on 21 January. The weak British front-line forces were immediately compelled to fall back by columns along their pre-arranged routes, inflicting as much damage as they could. On the left Brigadier C. M. Vallentin’s 1^st Support Group was soon in trouble as a result of the bad going, frequent dive-bombing and inexperience of desert tactics. During the day it lost 16 pieces of artillery, some in action and others because their tractors became ditched in the soft sand; the brigade also lost many others of its vehicles in the same way. The Axis forces also encountered major difficulties, and even the 15^th Panzerdivision, advancing just to the north of the Wadi Faregh, became partially stuck in the dunes.

By the fall of night on 21 January, the Axis forces had nonetheless pushed forward some 10 to 12 miles (16 to 20 km), and the Germans recorded that Brigadier J. C. O. Marriott’s 200^th Guards Brigade and the 1^st Support Group had escaped destruction only by withdrawing.

By now it was clear to Major General F. W. Messervy, in temporary command of the 1^st Armoured Division, that the Axis forces had started to push forward on a wide front: the information available at the end of the day suggested, however, that the primary danger would develop at the junction of the 200^th Guards Brigade and the 1^st Support Group. Messervy therefore ordered the former to remain to the south of Agedabia and the latter to extend the British left flank to the area of El Haseiat; Brigadier R. Briggs’s 2^nd Armoured Brigade was to advance to Giof el Matar and be ready to attack the Axis flank in the event of a breakthrough.

Rommel had no particular designs on the British centre, however, and on 22 January ordered the advance to continue as far as Agedabia. The Kampfgruppe 'Marcks' moved to the north-east along the main coastal road, was delayed but not stopped by the artillery of the 200^th Guards Brigade’s columns, and reached Agedabia by 11.00. Rommel at once saw his opportunity, and met Crüwell to inform him of the plan to spread a net from Agedabia to Antelat and on to Saunnu. The 2^nd Maschinengewehrbataillon of von Vaerst’s 15^th Panzerdivision would make for Antelat and the Kampfgruppe 'Marcks' for Saunnu, and the Deutsches Afrikakorps and XX Corpo d’Armata, in that order, would deploy between the Kampfgruppe 'Marcks' and Agedabia. All would then wheel to the south-east against the trapped British and drive them away from their lines of supply. The day was to be spent in getting into position.

Appreciating that some Axis units were extending past his right flank, Messervy ordered the 200^th Guards Brigade to block the main road, but Marriott had already despatched the 2/Scots Guards back toward Antelat as it lacked supporting arms, and his columns were outpaced. Rommel’s forces therefore encountered no significant problem in reaching the desired positions on the so-called 'net'. The 2^nd Armoured Brigade was now instructed to make not for Giof el Matar but a point about 12 miles (20 km) north of it, arriving by the evening. By this time the 200^th Guards Brigade (less the 2/Scots Guards) and the 1^st Support Group were roughly on the line linking Agedabia and El Haseiat.

Lieutenant General A. R. Godwin-Austen, commanding the XIII Corps and whose advanced headquarters had moved from Antelat north-eastward to Msus, feared that the Axis forces were seeking to achieve what in fact they were doing and, realising the danger to the supplies at Msus, on which the 1^st Armoured Division was dependent, ordered Messervy to block the tracks from Agedabia and Saunnu to Msus. Also fearing an imminent threat to the whole British position in western Cyrenaica, Godwin-Austen ordered Major General F. I. S. Tuker’s Indian 4^th Division to check any Axis movement along the coast road and, as a precaution, prepare to cover an evacuation of Benghazi. Brigadier H. R. Briggs’s Indian 7^th Brigade accordingly moved about 12 miles (20 km) to the south of Benghazi.

As on the previous day, the Axis air forces were notably active, and flew almost 500 sorties in the two days. Antelat airfield was still effectively unusable, and on the morning of 22 January the fighters still located there began to depart for Msus. At about 13.00 the threat to the airfield prompted the XIII Corps to order No. 262 Wing to leave Antelat. The airfield came under artillery fire as the last aircraft took off, and the remaining maintenance parties were rescued by Nos. 1 and 2 Armoured Car Companies. Bristol Blenheim light bomber and Hawker Hurricane long-range fighter-bombers now began to take a hand in attacking Axis columns reported by aircraft on tactical reconnaissance, and that night some of the Vickers Wellington medium bombers from Sidi Barrani took off in an effort to attack any Axis reinforcements which might be moving to the east from Tripolitania.

During the afternoon of 22 January, returning from a visit to Cairo where he had been working on the planning for the proposed advance into Tripolitania, Ritchie came to the conclusion that Rommel was in all probability trying to win operational space to the east of the El Agheila defile with a view to making a counter-offensive when he was strong enough, but that before then the Axis powers could maintain nothing more than strong reconnaissance forces to the east of Agedabia and El Haseiat. So Ritchie was therefore not unduly concerned. As a first step he intended to give the Indian 4^th Division enough transport to operate within supporting distance of the 1^st Armoured Division. Ritchie believed that Rommel was holding back most of his armour well to the south-west of Agedabia, and that he could thus strike the Axis forces really hard if they extended themselves farther to the north-east.

Auchinleck and Ritchie had misread the situation, as is clear from the fact that it was the British who had overextended themselves, and were now facing a major blow. Even though the same situation had become evident in the previous year, when the overextended forces of General Sir Archibald Wavell and Lieutenant General P. Neame had been driven back in Rommel’s 'Sonnenblume' first offensive in North Africa, Ritchie had now made the same mistake, at the end of the long advance intended to lead to 'Acrobat', in adopting a disposition which invited attack but without the strength necessary to meet it.

On 23 January each side was working to an essentially simple concept: the British wished to pull back the 1^st Armoured Division, and Rommel desired to catch as much of it as possible in his 'net'. The result was a number of separate encounters scattered over a wide area.

At 04.45 Godwin-Austen signalled to Messervy the paramount importance of preventing an Axis advance on Msus. The Germans were known to have reached not only Antelat but also Saunnu, where they would threaten the 1^st Armoured Division’s rear echelons. Messervy therefore ordered Briggs’s 2^nd Armoured Brigade to send a regiment (the Bays) to clear the threat to Saunnu, and deploy the rest of the brigade to get astride the Msus track to the north-east of Antelat. The 1^st Support Group and the 200^th Guards Brigade (less the 2/Scots Guards, who were out of touch) were to join to the north-east of Antelat by moving toward Saunnu or even farther to the east if necessary. The two Panzer divisions believed that their primary objective was to block the retreating British who, with their main supply line cut, would inevitably seek to fight their way out.

The information up to the fall of darkness on the night before suggested that some of the British might try to break away along the Trigh El Abd, and this is why the Kampfgruppe 'Marcks' was despatched early on 23 January to Maaten el Grara. The group departed Saunnu at 05.00, with the result that the Bays arrived to find the place clear. Rommel intended that the Kampfgruppe 'Marcks' should be replaced at Saunnu by the the 21^st Panzerdivision, but a communications error meant that the Panzer division did not move.

Each side’s air activity was was hampered by low haze during the early part of the morning, but a steady stream of Axis ground traffic was seen moving along the coast road and, farther inland, between Agedabia and Antelat. Long-range Hurricane fighter-bombers of No. 33 Squadron attacked this traffic, but in this task received no assistance from the Blenheim light bombers as these were needed for an attack on an Italian convoy at sea. Over the battle area the fighters from Msus worked hard to regain their ascendancy, and on this day the Axis air attacks declined in number. The British need for information about the Axis forces' movements was so great that fighters were employed for the task.

Realising that there were significant Axis forces in the area between Agedabia and Antelat, Messervy ordered Briggs’s 2^nd Armoured Brigade to protect the western flank of the 1^st Armoured Division as it withdrew to the north of Antelat. At about 10.00 the leading regiment, the 9^th Lancers, ran into the 21^st Panzerdivision and was ordered by Briggs to pin the Germans while the 10^th Hussars took the lead. This was done, but at about 12.00 the 10^th Hussars encountered more German armour and engaged it. The 21^st Panzerdivision's request for assistance was received by the much stronger 15^th Panzerdivision, which was just to its west. This latter division had been ordered to reconnoitre towards Giof el Matar, and possibly for this reason felt unable to respond without the authorisation of the Deutsches Afrikakorps, and permission was not forthcoming. Briggs had now nothing in hand, and turned to join the Bays, who had been recalled from Saunnu. He ordered the other two regiments to break away and follow, but the 10^th Hussars were too closely engaged, and the 9^th Lancers could not comply at once without uncovering the northward move of the divisional headquarters and various other units all needing protection, which the two regiments duly provided.

Meanwhile Rommel had set the two Panzer divisions in motion, with the 21^st Panzerdivision directed on Saunnu. Moving to the north, the 1^st Support Group encountered the 15^th Panzerdivision and was chased eastward until nearly dusk. Despite high levels of confusion, Vallentin finally got his force in hand once again in the area a few miles to the south of Saunnu. The 9^th Lancers reached Saunnu at about 17.00, almost at the same moment as the 21^st Panzerdivision. There was an immediate clash, and the South African 21^st Field Battery was overrun, but not before it had knocked out several tanks in a pointblank engagement. The 10^th Hussars, who had had great difficulty in disengaging, were also caught up in the Deutsches Afrikakorps' drive, and its supporting artillery suffered heavily in fighting their guns to the last. Both sides laagered on the field for the night.

After joining with the Bays, the headquarters of the 2^nd Armoured Brigade had managed to reach the Msus track some (11.25 km) miles from Antelat, but the much reduced brigade was not reunited in this area until the morning of the next day. The 1^st Support Group also joined, as did the 200^th Guards Brigade, which had been lucky enough to reach the area to the north-east of Saunnu with no incident other than a brush with part of 15^th Panzerdivision.

During the day Brigadier A. Anderson’s Indian 11^th Brigade of Tuker’s Indian 4^th Division left Tobruk for Barce, the divisional commander intending that this brigade should assume responsibility for the close defence of Benghazi from Briggs’s Indian 7^th Brigade, which would then move to the south in order to operate on the right flank of the 1^st Armoured Division. Ritchie, who had visited XIII Corps during the morning, was still full of confidence and informed Auchinleck that the situation was well in hand and that he intended to defeat the isolated Axis columns which, he felt, were all that Rommel could maintain so far forward. The fact was that Ritchie was still focused on launching his own major offensive.

Rommel was meanwhile beset by other problems. Generale d’Armata Ettore Bastico, the Italian commander-in-chief of the Axis forces in North Africa, had become alarmed because the limited spoiling attack, which he had approved, was now becoming a major offensive of which he strongly disapproved. He informed the Comando Supremo in Rome of his fears, and asked that Rommel be ordered to take a more realistic view of the overall situation. As a result Generale d’Armata Ugo Cavallero, the Italian chief-of-staff, and Generalfeldmarschall Albert Kesselring, the German Oberbefehlshaber 'Süd', visited Rommel on 23 January with a directive from Benito Mussolini, the Italian dictator. This stated that there was no immediate prospect of sending supplies and reinforcements to Africa in the face of the present level of British naval and air opposition, so a defensive line should be established and held between Mersa Brega and Marada, ahead of which mobile forces might carry out strictly limited offensives. Cavallero demanded an end to the current operation, but Rommel replied that he meant to maintain the offensive for as long as he could, and that only Adolf Hitler had the authority to halt him as most of the fighting would be done by the German formations.

There was something of an anti-climax on 24 January. Rommel had probably not been informed accurately of the previous day’s fighting, and therefore still wished to trap all the British forces in the area bounded by Saunnu, Maaten el Grara and Agedabia. The German forces' general move to the south-east was therefore resumed, and much time and petrol was wasted before this notional 'pursuit' was terminated and the Deutsches Afrikakorps was ordered to ready itself to move to the north on the following day.

On the other side of the fluid front line the events of 23 January had caused Godwin-Austen to develop doubts which he reported to Ritchie at a time early on 24 January. Godwin-Austen told his superior that he felt that no great damage had been done to the Axis forces, whose offensive power had been underestimated; that an Axis advance along the Via Balbia coastal road could not be seriously resisted; and that the 1^st Armoured Division could not defend the Msus track and also protect the British forces' open eastern flank. He therefore asked for discretion to order a major withdrawal toward a line linking Derna on the coast and Mechili on the southern side of the Jebel Akhdar. Ritchie’s response was that while the overall situation appeared threatening, the Axis forces must nonetheless be near their logistical limits. Thus, Ritchie believed, there was every possibility of a successful counter-offensive if sufficient strength could be gathered at Msus and to the south of Benghazi, for the Panzergruppe 'Afrika' would lack the ability to cope with the double threat of advances to the south from Benghazi and to the south-west from Msus. Ritchie therefore ordered the XIII Corps to stand at Msus and cover Benghazi, and yield ground only tactically. Even so, he gave Godwin-Austen the authority to pull back should this become necessary, to clear Msus and Benghazi of administrative elements, and to prepare demolition plans.

Godwin-Austen replied that he believed that there was a significant danger that the 1^st Armoured Division would prove too weak to hold the desert flank. He had ordered Messervy to delay the Axis advanced for a long as possible without jeopardising his force, but he was most anxious that a series of local withdrawals should not involve the 1^st Armoured Division in a running fight and had accordingly authorised Messervy to retreat to Mechili if he felt his division was in grave danger. That evening Ritchie gave Auchinleck a summary of the day’s exchange of views, emphasising that the preparations for withdrawal should be seen only as an insurance. For the same reason Ritchie had ordered Lieutenant General C. W. M. Norrie, commander of the XXX Corps, to assess possible delaying positions in the area of Gazala and Tobruk.

The reaction of Coningham to these internally contradictory views was to prepare for the worst case, and to issue orders for the withdrawal of all maintenance and heavy ground units, including radar, though the main fighter force would be kept fully mobile for rearguard action, moving first to Mechili and then, and only if absolutely necessary, to Gazala and finally Gambut. Two fighter squadrons were currently to remain at Benghazi before falling back to Martuba to join two other squadrons; then all four squadrons were to move to El Adem. The day bomber force would remain temporarily in the Tobruk area. All captured air force equipment was to be destroyed, and arrangements made for the destruction of any fuel and unserviceable transport that could not be removed to safety. The move of the fighters from Msus to Mechili meant that only limited action was possible on 24 January when, fortunately for the British, the Axis air activity was also much reduced.

On the next day, 25 January, the entire Deutsches Afrikakorps attacked to the north and pushed the 1^st Armoured Division toward Charruba, where some supplies had been collected. Rommel ordered an end to the pursuit at Msus because of the increasing shortage of fuel, but believed that his forces had struck the British hard enough to prevent them from resuming the offensive. Thus the Axis spoiling attack had in fact succeeded.

A logistical pause was now needed, and this offered the Rommel the opportunity to plan his next move. The events of 25 January seemed to Godwin-Austen to have confirmed his assessment of the overall situation, and during the evening of this day he used his discretionary powers to order Tuker’s Indian 4^th Division to withdraw from Benghazi, whose harbour was to be emptied of all seaworthy ships, and Messervy’s 1^st Armoured Division to move to Mechili.

During the afternoon Auchinleck and Air Marshal Sir Arthur Tedder, the air commander-in-chief, had arrived at the 8^th Army’s headquarters: Auchinleck, Ritchie and Tedder then decided that the German thrust to Msus was nothing more than the local exploitation of an unexpected success, and that there was still time to repel it. At 20.30 Ritchie ordered a halt to the XIII Corps' backward movement, and just before 24.00 he cancelled it on the ground that the Axis forces must be on the verge of outrunning their logistic capability. The Indian 4^th Division was therefore to despatch forces to attack the Axis lines of communication to the north-east of Agedabia, and the 1^st Armoured Division was to oppose any advance toward Charruba and protect the left flank of the Indian 4^th Division between Charruba and El Abiar.

Godwin-Austen formally objected to the change of plan, mainly because he believed that the 1^st Armoured Division could now possess little more than 40 tanks and was therefore unable to undertake the task demanded of it. Ritchie remained unmoved, and took the Indian 4^th Division under 8^th Army command. Godwin-Austen complied with his orders, but also sent a personal message protesting against the new plan and the want of confidence in himself suggested by the refusal of his advice. Ritchie soon discovered that Tuker and Messervy were of the the same mind as Godwin-Austen. At 12.00 Messervy signalled that he had only 41 combat-capable tanks and just 40 field guns, and therefore could do not more during the day than hold at Charruba and patrol the track to El Abiar with armoured cars. Tuker signalled Ritchie that he seriously doubted the practicability of his orders as his available strength was just one brigade and he could expect little real assistance from the 1^st Armoured Division. Ritchie was not to be moved, however, and pushed forward plans to effect his intentions.

During 26 January Rommel, unable to do more for the present than resupply and salvage what he could from abandoned and/or damaged British equipment, decided his next move. The German radio intercept branch had learned of the probable disagreements in the British command arrangements, and also that Benghazi might be abandoned. In these circumstances Rommel decided not to continue his advance to the north-east for fear of his supply lines might be severed by a stroke from Benghazi, but rather to go for Benghazi itself from an unlikely direction. Accordingly, he decided to send the Kampfgruppe 'Marcks' and the 3^rd Aufklärungsabteilung and 33^rd Aufklärungsabteilungn, of the 21^st Panzerdivision and 15^th Panzerdivision respectively, to approach Benghazi across the notoriously difficult terrain from the south-east, take Benina, and block the main road at Coefia to the north. At the same time the XX Corpo d’Armata would advance via Sceleidima, Soluq and Ghemines, and the 90^th leichte Division would move along the main road from Beda Fomm. A key element of the plan was for the Deutsches Afrikakorps to manoeuvre in a manner to persuade the British that its next thrust would be directed at Mechili.

The new phase of the offensive was scheduled to start on 28 January, and was thus destined to forestall the XIII Corps' operations which, following more disagreement and discussion on 27 January, were timed to begin on 29 January.

On 25 January, meanwhile, the Air Headquarters Egypt was doing all it could to hamper Axis progress. Fighter-bombers attacked ground targets on and immediately behind the front line, and Bristol Beaufighter heavy fighters struck at Axis columns deeper to the rear. The two British day bomber squadrons attacked Axis movements between Antelat and Agedabia, and at night their efforts were reinforced by those of 40 Wellington bombers which sought out and attacked targets as far to the rear as El Agheila. Air Vice Marshal H. P. Lloyd’s Malta-based warplanes provided whatever support they could given their straitened resources and the fact that their airfields were being heavily attacked and were also much affected by the wet weather: small numbers of Wellington medium bombers attacked Tripoli by night, and Blenheim light bombers raised Sicilian ports by day. There were also small attacks on road traffic and rear installations in Tripolitania between Tripoli and Sirte. On 26 January fierce sand storms grounded the day bombers and greatly hampered fighter operations, and visibility was again very bad on the following day.

This meant that the preliminary moves of the Axis forces remained undetected from the air, but the Deutsches Afrikakorps' decoy move toward Mechili was seen and reported by two Curtiss Tomahawk fighters of No. 250 Squadron.

During the evening of 27 January Ritchie issued an order in which he referred to the German drives towards Mechili and Benghazi, and opined that the first was probably the primary effort. The 1^st Armoured Division was to be directed against the rear of the force advancing to the north-east on Mechili, while the Indian 4^th Division was to strike at the force advancing to the north-west on Benghazi. By 12.00 on 28 January Tuker reported a new threat in the form of two large columns, including 47 tanks, approaching Sceleidima and Soluq from the south: this was the XX Corpo d’Armata. Tuker indicated that his division should withdraw unless it could be provided with air support and the co-operation of the 1^st Armoured Division. Ritchie responded that the 1^st Armoured Division could not help because it was operating toward Mechili. Tuker then said that Benghazi should immediately be evacuated, and added that his division was faced not just by Italian forces, for he had positive identifications of elements of both the 21^st Panzerdivision and 90^th leichte Division: the latter was advancing to the north along the Via Balbia coastal road, and the former’s detached 3^rd Aufklärungsabteilung was with Rommel, while a lorried infantry battalion from each of these divisions was with the Kampfgruppe 'Marcks', which was following the reconnaissance units.

Ritchie accepted Tuker’s assessment, and the commander of the Indian 4^th Division then ordered the demolition of Benghazi’s logistic installations, and ordered Briggs’s Indian 7^th Brigade to pull back and be to the north of Benghazi by dawn on 29 January.

But Rommel’s forces were exploiting the advantages of the Axis initiative. That afternoon the XX Corpo d’Armata overran a detachment of the Welch Regiment at Sceleidima and moved on to Soluq. The Kampfgruppe 'Marcks' had crossed very difficult terrain in the rain-swept night and, just short of Er Regima, was joined by Rommel in person. The 3^rd Aufklärungsabteilung then began to probe its way toward Benghazi as the 33^rd Aufklärungsabteilung moved across country to Coefia, which it reached at 18.00. The main road here ran on a raised causeway with a deep ditch on each side, so that vehicles could not leave it. The Germans managed to block the road just in time to catch the transport of the Indian 7^th Brigade, and very soon there was a massive blockage of ditched and reversing lorries. The fighting troops' leading elements were not able to dislodge the Germans. Briggs already knew that there was little chance of achieving a break-out to the east, and so decided to try to evade the Axis forces advancing from the south, and during the the night he despatched three columns, totalling about about 4,100 men, in the direction of Soluq, Antelat and Saunnu, and thus right across the Axis rear areas. To reduce loads and save petrol a good deal of equipment had to be destroyed, but nearly all the arms and ammunition were brought away. In the event there were only a few encounters, in which small numbers of German and Italian troops were taken prisoner, and all the columns reached Mechili or El Adem well to the east.

So far as the air war was concerned, the British had been feeling the strain of operating in very bad weather and at the same time attempting to carry out a phased withdrawal. The Axis air forces were finding it hard to support such an advance as sudden and unexpected as that of 'Theseus' (i), and by 28 January were almost inactive: it was not until 5 February that German squadrons started to establish themselves on Benina airfield to east of Benghazi. After the fall on Benghazi on 29 January the British air effort was limited primarily to long-range reconnaissance, and this finally confirmed that the Axis forces were not undertaking wide outflanking movements. The British fighters were currently encountering little air opposition, and therefore supplemented the day bombers in attacks on Axis road columns. The Wellington bombers of Air Commodore L. L. Maclean’s Egypt-based No. 205 Group continued their tactical work with attacks on road transport in the area of Agedabia and El Agheila, a task in which they were reinforced by the few available Consolidated Liberator heavy bombers. Early in February the bad weather put a stop to this type of night operations, and the fact that Tripoli was now out of range of any aircraft based on Egypt emphasised the importance of air operations from Malta.

The island-based Wellington bombers attacked Tripoli, and to a lesser extent Naples, while the Blenheim light bombers were used against Tripoli and the Sicilian ports. In the fortnight since the start of 'Theseus' (i), Middle Eastern and Mediterranean air forces had flown about 2,000 sorties on tasks other than attacks on shipping, losing 45 of their own number for the destruction of 19 German and a slightly larger number of Italian aircraft.

By 5/6 February the 8^th Army had fallen back to the line linking Gazala on the coast and Bir Hakeim to the south: this was the position from which, a mere seven weeks earlier, Rommel had fallen back after deciding that the tactical balance was against him. The fighters were back again at El Adem and Gambut, and the day bombers at Sidi Barrani and Maaten Baggush.

During this period the British ground forces retreated through the Jebel Akhdar with Axis light forces remaining in touch. Though there were several anxious moments, the XIII Corps was never in danger. Ritchie had at first felt that the Axis forces would probably not press any pursuit after taking Benghazi and, as he intended once again to go over to the offensive, wished to yield as little territory as possible. But during the morning of 30 January Messervy reported that the 1^st Armoured Division had no real change of success in action with any Axis force possessing more than 25 tanks. Ritchie then agreed with Godwin-Austen’s proposal for the development of a defensive position at Gazala. Tuker, whose division (less its Indian 7^th Brigade) was still directly under Ritchie’s control and pulling back through the Jebel Akhdar, suggested that there could be little real advantage in seeking to protract any resistance in this area. Ritchie agreed and thus accepted a plan for withdrawing to the Gazala position, in the area to the east of the Jebel Akhdar, by 4 February, but nonetheless ordered that mobile columns were to operate from Derna, Mechili and Tengeder for as long as possible.

The British withdrawal to what became the Gazala Line took place with little interference, and here the British reached a position of interim safety in a line whose cleverly sited disposition of barbed wire entanglements, minefields and strongly constructed brigade box defensive positions extended from the coast just east of Gazala inland to Bir Hakeim. The position now stabilised until the Axis forces launched 'Venezia' to begin the Battle of Gazala, fought to the south-east of the British garrison of Tobruk, which Rommel urgently needed to improve his logistic situation.

By 10.00 on 29 January Rommel and the Kampfgruppe 'Marcks' had occupied Benghazi, where they were joined during the evening by the that evening by the 132a Divisione corazzata. The Axis forces lacked the fuel for any major pursuit, but two Kampfgruppen, led by Marcks and Oberst Erich Geissler, the latter commander of the 200^th Infanterieregiment, began to follow the British as best they could in the face of fuel shortages, road blocks, mines, and air attacks. At this stage the Italians still saw the area bounded by Jalo, Agedabia, Mersa Brega and Marada as the Axis defence zone, forward of which only mobile forces should operate, but by 2 February Rommel was considering whether to exploit what he perceived as British weakness and demoralisation with a renewed offensive, but then decided that he lacked the fuel for any such enterprise.

Rommel informed Bastico that in order to hold Cyrenaica (by implication the western part of Cyrenaica) it would be necessary to bring forward the infantry and the XX Corpo d’Armata to the area of Gazala and Tengeder. This would have the advantage of creating an excellent start line for future offensive operations. On 4 February Bastico replied with the forwarding of a directive he had received from Mussolini on 1 February. This emphasised the difficulty of sending supplies to Libya by sea because the Italian stocks of maritime bunker fuel were nearly exhausted, and laid down once more that the chief task of the Axis forces was to defend Tripolitania and that this would govern their dispositions. Rommel was confident that the British could not attempt offensive operations for six or eight weeks.

The Axis casualties in 'Theseus' (i) had been very light, but Rommel appreciated that the time was now right to remedy the losses that the Axis forces had suffered in the 'Crusader' campaign. Rommel interpreted Mussolini’s directive very broadly and decided to keep minor German and Italian mobile force well forward, backed by the rest of the Deutsches Afrikakorps and 90^th leichte Division in the Jebel Akhdar; most of the XX Corpo d’Armata and one division were to be located near Benghazi; two divisions around Antelat; and two farther to the rear at Mersa Brega and Marada.

On 2 February, as the stability of the current situation started to become evident, Godwin-Austen asked to be relieved of command of the XIII Corps on the grounds that Ritchie had clearly lacked confidence in him, a fact which had been noted by staff and subordinates, and made it impossible for him to continue in command. Auchinleck accepted Godwin-Austen’s resignation, and appointed Lieutenant General W. H. E. Gott in his stead. The British ground losses in 'Theseus' (i) had been some 1,390 men killed, wounded and missing, together with 42 tanks probably destroyed, 30 tanks damaged or abandoned after breaking down, and 40 pieces of artillery.