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To their immediate left, General Leese posted the 50th Northumbrian on a twisted feature called Wadi Rakwah. This was XIII Corps, occupying the coastal strip extending about 12 kilometers inland in an area that was mostly desert, with scattered hummocks of low scrub. Then came the powerful 1st Armored Division. Fisher’s 2nd Armored Brigade was forward at Alam al Matan, where a road track ran due west along their intended line of advance. That was the inner circle of O’Connor’s planned envelopment, for if that division broke through, it would be just south of the 90th Light, which was dug in on the right shoulder of the 164th Light.

Behind 1st Armored, the 44th Home Counties Division was spread out in a wide arc along Wadi Harawah, and O’Connor put those two divisions under General Leese in XXX Corps. Further South, he had lined up the 7th Armored Division, with its nose at Sidi Azzab on the long Wadi Harawah, and the column extending east some 15 kilometers. Right behind it was the motorized 4th Indian Division, which had just come up after resupplying at the depot established at Nofilia. This was Horrocks and X Corps, the wide envelopment force. O’Connor planned to push it west into the open country of Alam Qarinah, then swing north in to the Al Hamrayah flats where they could find a road that ran north east of Wadi as Zaud towards Sirte.

It was exactly what Rommel expected him to do.

* * *

Hauptmann László Almásy was a very busy man that morning. He had been scouting on the extreme southern right flank of Rommel’s advance, with a Sonderkommando unit comprised if scout cars and a few squads of light infantry, all handpicked men from the Brandenburgers. They were Germany’s answer to men like Popski and the L.R.D.G., all specially trained veterans of desert fighting, and excellent scouts.

Yet his force was but the leading edge of a much larger formation called the Sonderverband 288, or ‘Special Formation 288.’ It consisted of 7 companies pulled from various units and initially disposed to screen and defend Benghazi before the Italians retreated there to meet their eventual fate. There were Brandenburg Commandos, a mountain rifle company, regular rifle company, machinegun company, AA units, a pioneer detachment and a Panzerjager unit that had Pak 50s and a few Sturmgeschuetz III self-propelled assault guns. Rommel had sent them well out ahead, or rather left them there when his forces withdrew towards the Buerat line. They were now assembling at the southern end of the long feature known as Wadi Faras, which extended north to meet Wadi Tilal reaching all the way to the coast.

Midway along that long dry riverbed, Rommel had assembled his two knights, the 15th and 7th Panzer Divisions. Two tracks ran southeast from the wadi, into the plain of Abu As Shawk, bending east to meet the long run of Wadi Harawah. This was where Rommel was sending his two knights, wanting them to cross that wadi, and drive for Alam Al Hunjah another 18 kilometers beyond. If they got there, all the roads and tracks favored a turn to the northeast, which would eventually be aimed at Nofilia, the British forward depot. It was a long way to go, about 85 to 100 kilometers depending on the route, but Rommel had stockpiled the fuel to get his panzers there, and true to his old habits, he believed he would then find plenty of fuel in the depot once he got there.

Hauptmann László Almásy had scouted the way forward across Abu As Shawk, finding it empty as far as Wadi Harawah. All Rommel was waiting for was O’Connor’s attack. It began on the 9th of October, right on the coast with 2nd and 5th Seaforth Highlanders supported by two companies of Royal Engineers and the 42nd RTR from 1st Tank Brigade. The initial attack was not coordinated well, and it was taking longer than expected to get through the wire. Slowly the sappers cleared lanes, and then Matilda dozers plowed through the wire, but the German line would not be pressed hard that morning due to these delays. At mid-day, an artillery duel developed, with the German 105s and 150cm guns answered by the British 25 Pounders.

At noon Rommel ordered 21st Panzer to stop the advance of the British 1st Armored, and both sides met where the road hit a feeder wadi before it continued west. The British had the 9th and 12th Lancers on point, mostly armored cars. The collision of the two sides brought all movement to a halt, with the Damliers and AEC IIIs firing away at the oncoming German tanks and Panzergrenadiers. The British fed in the infantry from 7th Motor Brigade, and the division artillery began to rain fire on the Germans, which had pushed into the wadi to use it as a blocking position.

Further south 7th Armored was attempting its wider envelopment, its recon elements running into German AT guns along that same wadi as it wound into the open country. 2nd Derbyshire Armored cars found a way around the guns to the left, and led the way for 4/8th Hussars and the Greys Armored Battalion, with 14 Grants, 18 M5 Stuarts and five AEC III Armored Cars with that good 75mm main gun. This was Robert’s 4th Light Brigade, and it now believed it had found the enemy flank. 22nd Armored Brigade began to swing in behind it, but then a call came in from Popski on the flank, warning of trouble.

“I’m up on hill 482,” he said. “That’s the one southeast of your jumping off point at Sidi Azzab. There’s a big column of dust to my southwest, and I can make out tanks in the lead with my field glasses—maybe seven or eight klicks off. Look, there’s what passes for a road out there, and it leads all the way back to the main north south road to Sirte. I think Rommel’s on it, and he’s up to his old tricks again.”

“Good enough, Major,” said the Colonel back at HQ in response. “But we’ve already locked horns with Jerry’s 21st Panzer. We’re turning his flank right now.”

“That may be so, but what about the rest of the German armor? They’re about to turn your bloody flank, and that’s a fact. Now you get this to O’Connor, and fast, if you please Colonel.”

Popski would have a balcony seat to the drama that was now playing out on the plain below. He watched as his every fear began to materialize before his eyes, with long columns of tanks and vehicles emerging from that desert dust storm they were making as they came. With each passing moment his mood darkened. This wasn’t a single division—not simply the 15th Panzer which they knew Rommel had in hand. It was two divisions, and he watched as they split like the horns of an onrushing bull, one moving south of his position, the other turning northeast. He knew Lieutenant Reeves was a little to his southeast on the road back to Wadi Harawah.

“Lieutenant,” he called on the radio. “You’re about to have some nasty company.”

“We’ve seen them,” said Reeves. “Looks like a tank company up front. My boys can stop them.”

“No lad, it’s a good deal more than that. There’s a whole bloody Panzer Division coming your way, and you’d best get back to the Wadi. I’ll notify HQ, if I can get the damn Colonel there to understand what’s happening.” Then the sound of artillery fire could be clearly heard by Reeves over Popski’s radio link, and it added depth to that warning.

“Looks like they’ve seen us up here,” said Popski. “I’m heading east, and you do the same! Popski out.”

When the Colonel went to O’Connor, he found him already on the radio. It was Wavell, all the way from Alexandria on the special HF Radio set that Kinlan had given each high level HQ for better communications. He had just heard news that he found hard to believe. “Tobruk?” he said. “The whole bloody harbor?”