The strengths of the two armies gave the British superiority. In armour there were 742 British tanks to 360 German and 210 Italian. In artillery there was a three to two superiority - 500 to 350 - a seven to five superiority in aircraft - 700 to 500 - and a larger number of men - 125,000 to 113,000.

The German commander-in-chief was faced with the choices of a frontal assault which would not only have robbed him of the element of surprise but would have allowed the mass of British armour to concentrate against him. The second alternative was to drive round the open flank at Bir Hachim and by a pincer operation from east and west of the Gazala position destroy 8th Army in the field. Rommel chose the second plan which had the advantages that the element of surprise would be maintained and that a successful assauh would divide the British Army in two and separate the infantry from its armour. The divisions holding the boxes in the Gazala position would not be able to release men to aid their comrades farther back because their whole attention would be needed to defend the western mine-fields. Neither could the Tobruk garrison spare forces and reduce its strength for then the town migh: fall to a coup de main.

Rommel's battle plan was for a diversionary attack to be mounted upon the northern, Gazala sector by X and XXI Italian Corps together with the non-motorised brigade of 90th Light Division. This force, known as CrüweL Group, would attack during the afternoon of 26 May and its aggressive moves were to hide the main thrust and to convince the British that the mass of German troops were on the northern sector. Instead, these would be con­centrated in a second, mobile group. This would comprise the Africa Corps and the Italian XX (Motorised) Corps which, led by Rommel, would sweep round and behind the southern flank of 8th Army. Part of this group would strike northwards via Acroma and attain the coast thereby cutting off from the main of 8th Army the divisions in the Gazala sector. A pincer movement going in with the Crüwell Group from the west would then destroy the British and South African divisions.

Another part of the outflanking group would strike the British positions along the Gazala line in the back and to protect the flanks of this and the northern advance the motorised elements of 90th Light Division together with the reconnaissance battalions would drive eastwards towards El Adem and threaten Tobruk. [13]

The final preparations had been made. The routes forward had been marked with lamps, stores depots had been filled, a seven-day ration of food and water issued to all ranks, and, to aid in the deception plan, decoy convoys were sent out in the direction of Crüwell Group. The most difficult move in the opening stages of the operation would be the night drive by the outflanking force. This would be made over a vast distance and through unreconnoitred country by two Corps, neither of whom had even carried out such a manoeuvre at divisional level. Special measures were taken to ensure that distance and direction were maintained. The convoys were to move at exactly regulated speeds, 8 miles per hour in bright moonlight, on compass bearings which had been precisely worked out and the Luftwaffe was to drop flares throughout the night over the French held positions at Bir Hachim.

During the afternoon, with their movements hidden by the veil of a sand­storm, the divisions of the outflanking force moved to a point some 13 miles south-east of Rotondo Segnali there to rest and to refuel. At 17.00hrs on 26 May, the code 'Venice' was flashed; the battle for the Gazala line was on.

The attacks by Crüwell Group produced no reaction from the British. The Italian assault had been so weak and had been so well concealed by the khamsin that the 50th Division's boxes had not been aware that the attacks had taken place. At last light the fighting died down on the northern flank and Axis attention was directed southwards to where the outflanking group was marching through a brightly moqnlit light towards Bir Hachim. A short distance ahead of the main body were the advanced guards of 15th Panzer Division followed by the 'boxes' of the panzer regiment, the artillery and divisional headquarters, the motorised infantry, engineers, anti-tank, and other services. Between the two panzer blocks of 15th and 21st Divisions marched Corps headquarters. When it is considered that a panzer division's vehicles on the move covered an area of 11 square miles then it is possible to gain an idea of the impressive might of the Africa Corps and the Italian Corps as the divisions moved towards the British flank.

British armoured car patrols met en route, withdrew in the face of this armada signalling to 8th Army headquarters news of the desert march. At 04:00hrs on the morning of 27 May the great armoured mass, having marched 32 miles by compass bearing all through the night, halted south of Bir Hachim and there rested and refuelled before shaking out into attack formation. The strike force of the Axis army was now in position ready to carry out the next part of Rommel's plan; the northern strike. But 8th Army which had received the patrol reports had dismissed the movement of the out­flanking group as bluff to draw attention from the centre and the north.

Dawn on 27 May lit the armoured mass of Africa Corps positioned east c: the Gazala mine-fields and facing towards the sea. The 90th Light Division was already on the move towards El Adem; immediately to its left 15th Panzer Division. On the left flank of 15th was 21st Panzer and on the extreme left flank Ariete Division. Towards 07:00hrs 15th Panzer Division was struck by a group of 60 British tanks who brought the panzers under fire froir. distances which were greater than normal. This sudden blow halted the German advance on that sector and the reason for the shock was due to the fact that the division was advancing without its usual screen of armourec cars. These had been detached from both panzer divisions to strengthen the right wing where 90th Light was operating and without this advanced guarc the Africa Corps was moving blind into battle. The British 4th Armourec Brigade, which had received advanced warning of the panzer thrust, stood ir 'hull down' position waiting for the German tanks to come within range. The guns of the Grant tanks with which the British armour was now equipped struck the Germans and destroyed three of them forcing the others to with­draw upon the artillery which had been left behind in the speed of the advance. The Corps commander brought out of Corps reserve an 8.8cir battery and put it into action supporting a flank thrust by a panzer platocr. and part of 33rd Reconnaissance Battalion. Under this double thrust the 8n Hussars and 3rd Royal Tank Regiment were driven back and almost destroyed. The remnants of 4th Armoured Brigade fell back upon El Aden:

The 3rd Indian Brigade's box lay in the path of 21st Panzer Division anc the two armoured blocks of the panzer battalions swept down upon the weakly armed defenders. For forty minutes the out-gunned brigade held 5th Panzer Regiment back but then a blow was delivered under which the defenders were crushed and the panzers swept across the now-silent position-heading northwards. During their advance they encountered 7th Motorisec Brigade in the 'box' at Retma and swept across that unit destroying anc dispersing it. The Ariete Division struck at Bir Hachim. The first attack went in at 09.00hrs when a force of 50 M 13/40 tanks stormed forward and ran ini; a mine-field. The Italian attack halted within range of French anti-tank gur.s but then a small, determined group smashed its way forward and into the positions held by the French Foreign Legion. The tanks were destroyed in close-quarter combat. Then a second assault came in at 09.30hrs but this lacked determination; the tenacity of the small, French garrison had bafflec the efforts of a whole Italian armoured division.