Area of Rommel's retreat from El Alamein to El Agheila, 4–23 November 1942
On 4 November 1942, Rommel decided to end the Second Battle of El Alamein and withdraw west towards Libya. In doing so, he defied the "Stand to the last" orders of Adolf Hitler, to save the remainder of his force. The Afrika Korps reached the village of
Fuka the next day. Italian forces had arrived earlier, having withdrawn from El Alamein from 3–4 November and formed a defensive line. The Italians resumed their withdrawal on the same day after an Allied attack and the Germans followed suit. Montgomery rested some of his formations after their efforts at El Alamein, leading with the 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 Mersa Matruh the following day, some 110 mi (180 km) 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. 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.
A Stuart tank being refuelled from an RAF fuel bowser outside Sidi Barrani, 15 November 1942
Axis forces retired from Sidi Barrani on 9 November and Halfaya Pass (on the Libyan–Egyptian border) the last position in Egypt, on 11 November. Cyrenaica was abandoned without serious resistance. Rommel wanted to save 10,000 short tons (9,100 t) of equipment in Tobruk but it fell to the British on 13 November. An attempt by Montgomery to trap the Tobruk garrison by an encirclement toward Acroma, west of Tobruk failed and the garrison retreated along the Via Balbia toward Benghazi with few losses. Derna and the airfield at Martuba were captured on 15 November. The RAF quickly occupied the airfield to provide air cover for a Malta convoy on 18 November. Axis forces had withdrawn 400 mi (640 km) in ten days.
Despite the importance of the Port of Benghazi to the Axis supply chain, Rommel abandoned the port to avoid a repeat of the disastrous entrapment suffered by the Italians at the Battle of Beda Fomm in February 1941. Rommel ordered the demolition of port facilities and materiel in Benghazi, writing afterwards that
...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 and three days later, the Axis forces retreated from Agedabia and fell back to Mersa Brega. During their withdrawal to Mersa Brega, Axis forces faced many difficulties, including British air superiority. The Desert Air Force (DAF) attacked Axis columns crowded on the coast road and short of fuel. To delay the British advance, Axis sappers laid mines in the Mersa Brega area; steel helmets were buried to mislead British mine detectors.
For much of the pursuit to El Agheila, the British 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 the 1st Armoured Division and 2nd New Zealand Division were held at Bardia, resting and providing a defence. 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 in early 1941 and early 1942. When a reconnaissance force of armoured cars was sent across country, it was delayed by waterlogged ground. Signals intelligence revealed to the Eighth Army that the Panzerarmee was virtually immobilised by lack of fuel, prompting Montgomery to order a stronger force to be sent across country. Having heard of the presence of the reconnaissance force, Rommel brought forward his retirement from Benghazi and was able to brush the armoured cars aside, untroubled by the stronger force which had yet to arrive.