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[[File: El ALAMEIN 1.jpg|thumbnail|200px300px|left|Montgomery at El Alamein]]Hitler was not interested in North Africa. He was quite happy to dominate Europe and to leave the control of Africa to the British and French.<ref> Carell, Paul <i>The Foxes of the Desert</i> (New York, Bantam Books, 1962), p. 17</ref> The German dictator was actually an admirer of the British Empire. Nazi Germany only became involved in North Africa because of their alliance with Italy. Mussolini had grandiose dreams of recreating the Roman Empire and he sought to control North Africa, in the wake of the British and French defeats in 1940. This led him to order his army to attack British controlled Egypt from the Italian colony of Libya.<ref>Carell, p. 67</ref>  However, the Italians despite having numerical superiority and tactical surprise did not achieve their goals. The British, along with troops from the British Empire easily repelled the Italians. The Italian army was on the verge of defeat and it looked like it would lose its colony in North Africa. Mussolini asked Hitler for help and he dispatched some German divisions under the command of a gifted commander Erwin Rommel. <ref> Irving, David. <i>Rommel: The Trail of the Fox. The Search for the True Field Marshal Rommel</i> (London: Focal Point. 2009), p. 234</ref> The German divisions, mostly Panzer divisions, came to be called the Africa Korps. Rommel defeated a British offensive and in 1942, he took Tobruk and this opened the way to Egypt.  After this victory, he and Hitler beliezed that they had an opportunity to seize Egypt from the British and close the Suez Canal to Britian. This would have disrupted trade and supply links between Britain and her Empire and greatly weakened its war efforts.<ref> Irving, p. 233</ref> Rommel embarked on the all-out invasion of Egypt. He commanded a joint Italian and German army. Because of the terrain his army was motorized and the invasion was spearhead by tanks or panzers. The British 8th army was forced to retreat into north western Egypt.<ref> Irving, p. 236</ref> Here they waited for what they saw as the inevitable attack from Rommel and his Afrika Korps.

The Allies then launched a counter attack, Rommel used a brilliant defensive strategy to repel the attacks<ref> Carell, p. 134</ref>. The Allies had denied Rommel victory and they had stopped his advance to Alexandria. The western forces had suffered heavy casualties some 13000 killed and wounded. The Germans, however, were still in Egypt and remained only a day’s drive from Alexandria. <ref> Lucas, James Sydney. <i>War in the Desert: The Eighth Army at El Alamein.</i> (Beaufort Books. New York, 1983), p. 67</ref> Churchill was not happy with this and he had Auchinleck replaced as commander of the 8th Army.  Initially , General William Gott was appointed as its commander but he was killed in a plane crash. Churchill then had Lieutenant-General Bernard Montgomery appointed and he took command of the 8th army on the 13th August. Rommel could have withdrawn at this stage and given that his supply lines had been overextended this perhaps should have been his strategy. However, he and Hitler had become obsessed with taking Alexandria and the Afrika Korps remained in El Alamein. <ref> Lucas, p. 178</ref>

After six more weeks of carefully building up the 8th army it was ready to go on the attack. The Allies had some 200,000 men and 1,000 tanks under Montgomery. They faced some 115,000 Germans and Italians with some 550 tanks. It should be noted that many of the Axis forces were poorly armed and trained Italian soldiers.<ref> Lucas, p. 148</ref> Montgomery began the attack with a massive artillery barrage against the entire German line. Then he ordered his divisions to attack to the north of the German line and to the south. At this stage Rommel was not present at the battle. He had returned to Germany for treatment as he was genuinely ill. His subordinates, followed his plans for the battle very closely.  The initial Allied assault only made limited advances and the German lines continued to hold. Montgomery was a methodical men and he used massed artillery with infantry attacks with limited objectives to weaken the German lines. At this time the Axis divisions had begun to run short of supplies and ammunition. Increasingly, it was only the brilliance of the Afrika Korps forces that prevented a British breakthrough.<ref> Lucas, p. 221</ref> The fighting lasted for ten days. The British advances were slowed down by minefields and they sustained many casualties because of mines. Many tanks lost their tracks as they advanced. The battle began to resemble a WWI battle and it was not typical of the North African campaign which was characterized by highly mobile units fighting each other.<ref> Strawson, John. <i>El Alamein: Desert Victory</i> J M Dent, London. 1991), p 234</ref>

After some days of this type of fighting, Montgomery gambled on an assault on a broad front. New Zealand and Australian Divisions backed by British armor attacked some of the most heavily protected areas of the German lines. This caused panic among the Germans as it was unexpected and the defensive line came under increasing strain. The German commander, General George Strumme went forward to inspect the line but died of a heart attack. He was replaced by his subordinate Major-General Wilhelm Ritter von Thoma.<ref> Strawson, p. 89</ref> He managed to steady the line and ordered the panzers into battle. The Germans suffered many losses, but Thoma continued to order further counter-attacks. Montgomery used his forces to continue to make limited advances.  Rommel returned to North Africa and had begun to direct the battle. He stiffened the German and Italian resistance. However, the Axis Divisions had sustained unsutianbale losses and the defensive line began to crumble. Montgomery order his forces to attack on a broader front and during this assault the German commander, on the ground Thoma was killed. Rommel asked Hitler for permission to retreat he initially refused but he later gave his consent. This probably saved the Germans and Italians from complete annihilation as it allowed them to withdraw in good order.

One of the reasons for the failure of the Germans at El Alamein was the fact that Rommel had been overambitious. He was a brilliant general and leader and this earned him the name of the ‘Desert Fox’. However, he was also reckless and many German historians do not believe that he had the same tactical and strategic brilliance of a Von Manstein or a Model. Rommel’s plans for the invasion of Egypt and the conquest of the country was flawed form the start.<ref. Lucas, p. 256</ref> The first major problem was that it is recognized throughout military history that an attacker may need a numerical advantage of up to three to one, in order to succeed. Rommel did not have any such advantage.  Previous victories against the odds such as at Tobruk meant that he believed that his Afrika Korp could achieve anything. Then there was the issue of Hitler and his orders not to surrender under whatever circumstance. Rommel after his advance had been checked at the first battle of El Alamein should have considered retreat. He knew Hitler’s orders and he was in a sense restricted in his actions. While Rommel’s decision to establish a defensive line a good idea he should have considered having it in Libya. Rommel’s actual handling of the battles of El Alamein was brilliant and he saved the German and Italian armies during his brilliant tactical retreat from the battle. However, his original objectives during the invasion of Egypt had been too ambitious and did not match his resources and this led to the Afrika Korps defeat.<ref> Strawson, p. 156</ref>

The Germans and the Italians supplies all came from Libya. The had to be supplied ultimately from Italy and Germany. The Axis forces never had enough supplies. This was because the majority of their supplies came by sea and the Allies restrict Axis shipping. This meant that Rommel had an insecure supply line, although he could source his oil from Libyan oil fields.  Then to compound the problems with supplies, the Axis army in Egypt had an overextended supply lines. This meant that after the first Battle of El Alamein that they did not have the reinforcements that they needed to replace their losses in men and material. Indeed, during the second Battle of El Alamein, the Axis began to run short of key supplies such as shells and gasoline. The lack of supplies meant that they Axis were at a decided disadvantage during the Battle of El Alamein. <ref>van Creveld, Martin. <i>Supplying War; Logistics from Wallenstein to Patton</i> (Cambridge: Cambridge University Press, 1997), p. 234</ref> Furthermore, not only had Montgomery been well-supplied they had received the latest weaponry including the Sherman tank, which was every bit as good as the German panzers.