Gazala is a small Libyan town some 40 miles from Tobruk. On 18th November, 1941, Claude Auchinleck and the recently formed Eighth Army went on the offensive in the Desert War. General Erwin Rommel was forced to abandon his siege of Tobruk on 4th December, and the following month had moved as far west as Archibald Wavell had achieved a year previously.

Aware that Wavell's supply lines were now overextended, and after Rommel gained obtained reinforcements from Tripoli he launched a counterattack It was now the turn of the British Army to retreat. After losing Benghazi on 29th January, Claude Auchinleck ordered his troops to retreat to Gazala.

Over the next few months the Eighth Army, under Lieutenant General Neil Richie, established a line of fortifications and minefields. Erwin Rommel launched his offensive on 26th May. The Italian infantry attacked at the front while Rommel led his panzers round the edge of the fortifications to cut off the supply routes.

Ritchie outnumbered Rommel by two to one but he wasted his advantage by not using his tanks together. After defeating a series of small counter-attacks Rommel was able to capture Sidi Muftah. On 12th June, two of the three British armoured brigades were caught in a pincer movement and were badly defeated. Two days later Neil Richie, with only 100 tanks left, abandoned Gazala.