There was no need for Admiral Esteva to specify who "the others" were, and he had actually underestimated German agility. Tunisia was only "a panther's leap" from Axis bases in Italy, as the deputy Fuhrer, Hermann Goring, had observed. At 10:55 A.M. on November 9, the first Luftwaffe fighters touched down at the El Aouina airfield northeast of Tunis. Dive-bombers and transport planes soon followed, after making a low, intimidating pass over the city. Hastily mustered German troops-many of them only marginally fit for combat-stumbled down the ramps.

French troops ringed the field, and French armored cars on the runway greeted each landing plane with guns trained at the cockpit. This impasse lasted several hours until a Luftwaffe security force set up machine guns behind a hangar and laid mines around the French vehicles. Choosing to heed directives from Vichy rather than the confused gabble coming out of Algiers, Esteva ordered the cordon removed. By dusk, ninety planes had landed. German troops marched from the tarmac to bivouacs along the narrow Carthage road, singing "Lili Marlene" as they dug their revetments.

The Wehrmacht's entrenchment in Tunis set the stage for a confrontation between German and Anglo-American armies that was to scorch two continents over the next two and a half years and cost several million lives. Here began the struggle for possession of the earth itself, or at least the western earth, an unremitting series of titanic land battles that would sweep across Salerno and Anzio, Normandy and the Bulge, broken only by brief interludes to cart away the dead and revivify the living.

Hitler had learned the full extent of the Allied invasion while stopped at a remote rail siding in Thuringia: he was on his way to Munich for a reunion of the old beer-hall Kampfer. Within hours he recognized that if the Allies seized North Africa they could transform a peripheral expedition into a platform for the invasion of southern Europe. That would imperil Italy, his closest ally, and Axis possessions from France to Greece. "To give up Africa means to give up the Mediterranean," he declared. It "would mean not only the ruin of our revolutions, but also the ruin of our peoples' future," Hitler subsequently wrote Mussolini. He signed the letter, "Yours in indissoluble unity."

Already 230 of Germany's 260 divisions were on the defensive. Some German strategists sensed that their war's arc had swung from expansion to contraction, but Hitler refused to accept that Germany had lost the strategic initiative. Tunisia was to be the "cornerstone of our conduct of the war on the southern flank of Europe." If secondary to the eastern crusade against Bolshevism, it was vital nonetheless. At his most grandiose, Hitler conjured new African offensives-to the west, to drive the TORCH invaders from Algeria and Morocco, and to the east, to drive the British Eighth Army across the Suez Canal. By late November, the Fuhrer's strategic vision would be articulated in a one-sentence order: "North Africa, being the approach to Europe, must be held at all costs." That sentence condemned a million men from both sides to seven months of torment.

On Tuesday, November 10, Wehrmacht paratroopers arrived in numbers for the first time. A platoon from the 5th Parachute Regiment flew from Naples and immediately fortified the main road leading to Tunis from the west. Guns earmarked for Rommel's army in Egypt were diverted to Tunisia and dragged forward, still wrapped in shipping paper. Fuel was so scarce that troops eventually used heating pellets made from grass and the residue from olive presses. Commanders hired French taxis as staff cars. Messengers traveled by Tunis street tram-a young Gefreiter carrying dispatches reported with delight that no one had made him buy a ticket.

Weak as the German vanguard was, the leaders of Vichy France's 30,000 troops in North Africa were weaker. Ambivalence racked the French high command. On November 11, Hitler ordered German and Italian troops to occupy Vichy France; that same day, Admiral Louis Derrien, commander of the Vichy naval base at Bizerte, forty miles north of Tunis, told his subordinates, "I count on everyone to keep his calm, his sang-froid, and his dignity." That night, after receiving new orders from Darlan in Algiers, Derrien decreed, "The enemy is the German and Italian.... Blaze away with all your heart against the foe of 1940. Wehave a revenge to take. Vive la France!" French officers drank champagne toasts, and all ranks sang the "Marseillaise" on the Bizerte docks.

This jubilation lasted less than an hour. At midnight, forty minutes after Derrien had issued his battle cry, he annulled it by order of Vichy. "November 8, we fight everybody," he wrote privately. "November 9, we fight the Germans. November 10, we fight nobody. November 10 (noon), we fight the Germans. November 11 (night), we fight nobody." Perhaps no passage written during the war better captured the agony of France and the moral gyrations to which her sons were subject.

On November 12, Derrien phoned Admiral Darlan, then still gripped by indecision, but received no clear direction. The increasingly listless Esteva was even more in thrall to Vichy. A German officer concluded that Esteva was capable "of only nodding his head. It seems that he is not quite equal to the tense situation." Esteva agreed: "After forty years of obedience, I cannot begin to disobey orders now." The first sea shipments of German troops and equipment-including seventeen tanks and forty tons of ammunition-arrived November 12. Derrien was scheduled to retire in a month, after forty-two years of service. Now, he predicted, "I shall be known as the admiral who delivered Bizerte to the Germans."

Sadly, yes. By November 14, the Germans had inserted 3,000 men into Bizerte alone. They controlled all the important buildings in Tunis, where troops marched four abreast to occupy the Marshal Foch barracks downtown. The abandoned U.S. consulate became the Axis command post, notwithstanding German grumbling that Tunisian "office personnel cannot read or write." To make the German contingent appear even larger, paratroopers were driven in circles around the city in armored cars loaned by helpful French commanders. The Tunisian bey-whose family had long ruled the country beneath the firm hand of French guardians-quickly pledged loyalty to Berlin. In gorgeous uniforms of scarlet, black, and gold, his bodyguard marched from the royal palace, using the newly fashionable goose step.

Soon enough, Derrien would receive a German ultimatum: surrender all French troops and ships in Bizerte within thirty minutes, or see 6,000 French sailors shot. He capitulated after extracting a single concession: the retention of a French company under arms to lower the garrison tricolor with honors. Derrien's request to keep his own sword was denied.

A French court after the war would convict and imprison Esteva for "national unworthiness." Although the admiral once asserted that "it is an honor to suffer for the high ideals of civilization," his own suffering derived from baser stuff. Derrien, too, eventually drew life in prison; he would be freed less than two weeks before his death. After killing hundreds of American and British soldiers during TORCH, the French had failed to so much as scratch a single German invader. Only the French commander of the Tunis Division, General Georges Barre, refused to kowtow. With 9,000 troops and fifteen ancient tanks, Barre sidled westward into Tunisia's wild hills, there to await developments.

The fire that consumed proud Carthage after Romans sacked it in 146 B.C. was said to have burned for seventeen days. French Tunis was a cold ember from the moment the first German shadow loomed. "We live in tragic hours," Petain observed. "Disorder reigns in our spirits."

Conviviality reigned in the spirit of Field Marshal Albert Kesselring, known as Smiling Albert for his toothy grin and unquenchable optimism. On the morning after the Anglo-American invasion, Hitler had phoned Kesselring to give him "a free hand" in Tunisia. This was the Allies' misfortune.

The son of a Bayreuth schoolmaster, Kesselring belonged to an ancient Bavarian clan whose fortune had been lost in the hyperinflation following World War I. Courtly and fluent in Italian, he had broad hips and a hairline in full retreat. He had been an artilleryman and balloon observer in the Great War, then had learned to fly at the age of forty-eight and soon ranked high in the Luftwaffe. One of the Reich's ablest commanders, he was both daring-shot down five times in his career-and brutal, having orchestrated the terror bombings of Warsaw, Coventry, and many cities in between, as well as the air campaign against Russia. When German anti-aircraft gunners in Tunis fired at his plane by mistake, Kesselring rebuked them-for missing an easy target.

On November 10, Hitler formally seconded Kesselring to Rome as Mussolini's deputy. With authority over Axis air and ground forces in the Mediterranean, the field marshal politely rebuffed Il Duce's proposals to attack the Allies with poison gas and to transport war stocks in hospital ships. Instead, he focused on building a bridgehead around Tunis and Bizerte, dismissing complaints from subordinates that the Axis forces amounted to only "a drop of water on a hot stone" compared to the Allied host.

The Allies had achieved strategic surprise, Kesselring conceded, but could they exploit it? Why had they not also landed in Tunisia, which had nearly 800 miles of coastline? Kesselring approved the conscription of Tunisian civilians to build fortifications and unload Axis ships. But an impenetrable bridgehead was not enough. On November 13, he ordered his lieutenants to plan an offensive to the west. The only way to forestall the loss of Africa was to counterattack across the Tunisian mountains into Algeria. Smiling Albert meant to chase the Anglo-Americans back to their ships.

A Cold Country with a Hot Sun

FIVE hundred and sixty road miles separated Algiers from Tunis, and the first Allied troops cantered eastward in the rollicking high spirits obligatory at the beginning of all military debacles. Virtually everyone from private to general presumed the expedition would be a promenade. Much chatter was devoted to the likely date of arrival in Tripoli or even Naples. One soldier spoke for many in his bravado toward the Germans: "Those squareheads can't fight. Hell, leave them to the Limeys, we'll finish the Japs." A young officer reported that the only anxiety in his tank battalion was "that all of the Germans would escape" before the Americans could prove their mettle.

Town mayors donned their frock coats and top hats to greet the Allied convoys with warm, incomprehensible welcoming speeches. Cheering crowds offered rough Algerian wine and hampers of tangerines. Jeep drivers, in vehicles named Kidney Buster, Miss Conduct, and Miss Demeanor, twined winter roses around their radio antennas, and pretended to enjoy the proffered local cigarettes, soon dubbed "Dung d'Algerie." "Vive l'Amerique!" shouted the Arab children, to mostly British troops. To deal with the inevitable traffic fatalities a sliding scale of reparations was established, paid in the oversize French currency GIs called wallpaper: 25,000 francs ($500) for a dead camel; 15,000 for a dead boy; 10,000 for a dead donkey; 500 for a dead girl.

British troops dominated the initial convoys, camouflage cloths knotted in big bows atop their helmets like "Edwardian motoring veil[s]." The Algerian villages reminded some veterans of Flanders, with their shuttered hotels and their fishmongers in striped sweaters. For those traveling by rail, the narrow-gauge boxcars with neatly lettered signs-"Hommes 40, chevaux 8"-brought memories of the Western Front: there, too, the French railcars had fitted forty men or eight horses. So slowly did the Algerian trains chuff uphill that soldiers often hopped off to walk, brewing their tea from hot water in the engines as they ambled alongside.

For the Yanks, it was all new: the skinned goat carcasses dripping blood in roadside stalls; the Algerians hawking grass mats and bolts of blue silk; the cursing muleteers; the peasants leaning into their iron-shod plows; the buses propelled by charcoal engines lashed to the bumper and stirred by each driver with a poker. American units chosen for the vanguard strutted with pride. The 2nd Battalion of the 13th Armored Regiment rolled out of Arzew toward Algiers and beyond, their tanks stuffed with eggs and hidden bottles of Old Grandad. The 5th Field Artillery Battalion swung onto the road with guidons snapping; each battery presented arms to the 1st Division color guard, and "When the Caissons Go Rolling Along" crashed from the division band.

Eastward the caissons rolled, past Algerian villages with adobe walls loopholed for muskets, past groves of mandarin oranges "hanging like red lamps." Past clopping French army columns of hay carts drawn by crow-bait horses, past mounted artillery officers in double-breasted tunics. Past stubbly wheatfields that had once served as Rome's granary, and past aqueducts dismembered during the Vandals' century of anarchic misrule and now bleaching like stone bones in the sun.

At dusk they bivouacked. Soldiers swam in the chill Mediterranean or washed from their helmets in the delicate ritual called a whore's bath. They staged scorpion fights in gasoline flimsies or spooned whiskey into pet lizards to watch them stagger about. The evening mist rose from fields with a scent like fresh-mowed hay, which troops had been taught was the odor of deadly phosgene; at least one unit panicked, with shrieks of "Gas! Gas!" and a mad fumbling for masks before reason returned.

Soldiers sharpened their bartering skills with hand gestures, talking loudly in the distinctively American belief that volume obviates all language barriers; one sharp trader swapped a box of candy, piece by piece, for three bottles of perfume, a dozen eggs, a large portrait of Petain, and a small burro named Rommel.

Pilfering by the impoverished locals was epidemic. Troops smeared fuel cans with bacon rind in hopes that the Koranic prohibition against contact with pork might deter thieves. "Allez!" the soldiers would shout-often their only French except for the hugely popular, "C'est la guerre"-after discovering that thieves had slashed the canvas top from a jeep to make shoes. A single parachute canopy was said to yield more than 500 sets of silk drawers. "If they could have carried it away," a division history declared, "they'd have stolen the air out of tires." Disdain for the Arabs grew by the hour. The Army's chief quartermaster described his native workforce as "useless, worthless, illiterate, dishonest, and diseased."

At dawn, the promenade resumed. One sergeant, perhaps confounded by the stink of human waste widely used as fertilizer, wrote home, "Every town over here smells like something dead." The day would come when that was literally true. For now, though, the benign sun and doughboy camaraderie moved some men to lyricism. "The sky is almost unbelievably blue," wrote an officer in the 1st Division, "and the nights are a poet's dream." In the gnarled hills that steadily mounted toward the Tunisian frontier, shepherds watched the columns draw near and heard the chorus of a battle hymn sung with sufficient verve to carry above the harsh grind of truck gears:

She'll be coming 'round the mountain,

She'll be coming 'round the mountain,

She'll be coming 'round the mountain when she comes.

Thanks to Ultra's decipherment of Axis codes, Eisenhower and his lieutenants knew precisely how many German and Italian troops were flooding into Tunisia. But poor understanding of these deployments' significance compounded other, earlier miscalculations. Allied intelligence had predicted that up to 10,000 Axis soldiers could reach Tunisia within two weeks, but that these would be troops of "low category and without motor transport." The Allied forecast as to "the probable scale of Axis intervention turned out to be an underestimate in every respect," a British intelligence study later concluded, "with results that were to say the least unfortunate." After a fortnight, the actual number approached 11,000; they included crack paratroopers and panzer grenadiers with heavy equipment and trucks, and they were soon followed by the tanks of the 10th Panzer Division.

There was much talk in Allied councils of speed in countering the Axis intervention, but little speed was applied. Eisenhower and Clark had planned that the seizure of Tunisia would fall primarily to the British. Having carried most of the load in TORCH, the Americans would provide an occupation force and reserves to guard against a German thrust through Spain into Morocco. Scant thought had been given to actions after the initial landings, and only sketchy staff work was available on terrain, logistics, and air support in Tunisia. But given German celerity in occupying Tunis and Bizerte, Allied leaders decided to hasten the move of American troops eastward to bolster the British. Three U.S. armored battalions and other units were to be dispatched disparately and then farmed out-fragmented-to British commanders who possessed scant armored forces of their own. This American muscle would add more than 100 tanks to the Tunisian front.

Proverbially, no military plan survives contact with the enemy. That is never truer than when there is no plan to begin with. No scheme existed for integrating U.S. units into British organizations, or for provisioning them, or for getting them to the front in the first place. Eisenhower would complain that his ad hoc orders to support the British with American troops "were not clearly understood nor vigorously executed." To his brother Edgar he confided, "I suffer from the usual difficulty that besets the higher commander-things can be ordered and started, but actual execution at the front has to be turned over to someone else."

"I get so impatient to get ahead that I want to be at a place where there is some chance to push a soldier a little faster or hurry up the unloading of a boat," Eisenhower cabled Beetle Smith on November 16. Yet he remained in his Gibraltar grotto for nearly two weeks after the French surrender-far from Algiers and far, far from the battlefield. From his office, he railed against Esteva and other French commanders in Tunisia, who "without the slightest trouble could cut the throat of every German and Italian in the area and get away with it." The Allies "could take all sorts of reckless chances," Eisenhower added, but only if Esteva resisted and the French took chances of their own. His denunciations of the enemy were often mild, even prissy. "We will all be together in a fine headquarters one of these days," he told Smith, "and really set out in earnest to whip these blankety-blank Huns!" Rarely did he convey savage determination to overcome all obstacles; to smash, to destroy, to butcher. He professed "a violent hatred of the Axis and all that it stands for," but no hate lodged in his bones. He was not yet ruthless.

Nor was he yet much of a field marshal. Air and naval attacks were poorly planned and indifferently carried out. Few Allied aircraft had been allocated for reconnaissance or for assaults on Axis forces arriving by sea. Strategic bombing was launched only against targets in Italy and elsewhere outside North Africa, with no bombers initially available to batter Axis concentrations in Tunis or Bizerte. No naval attacks were launched against Axis convoys for three weeks. Not a single Axis ship was sunk on the run to Tunis in November.

Perhaps the biggest deficiency was transportation. Ignoring their logisticians, Eisenhower and Clark had chosen to devote the limited TORCH shipping space to tens of thousands of extra troops at the expense of vehicles and arms. For an American force designed as an occupation army, the decision was plausible. But the Oran convoy alone was pared by 10,000 vehicles before leaving Britain. Unloading snarls made matters worse: by November 12, 8,700 vehicles were planned to be ashore in Oran, the actual number was 1,800. Now, with the ostensible occupation army transformed into a strike force, most units were immobile. "Inevitably there was chaos," the correspondent Philip Jordan wrote, "that sort of amateur bungling to which the army is liable when it tries to organize something outside routine."

Ordnance officers wandered through Oran with $5,000 in silver ingots to buy trucks fueled with charcoal, or to hire horse-powered livery for hauling ammunition. The North African rail system proved particularly frail. Half the rolling stock was paralyzed for lack of fuel. Few French railcars were strong enough to carry medium tanks such as the American Sherman. Of the nine small trains that crept eastward from Algiers every day, two were required to haul coal for the railroad itself and one carried provisions to keep the local civilians from starvation; French, British, and American logisticians fought over the remaining six, which usually took nearly a week just to reach the Tunisian border.

Even success in snaring a train was no guarantee of movement. To demonstrate the new fraternity between former adversaries, U.S. Army public relations officers organized a festive departure in Oran for a French battalion heading to Tunisia. As newsreel photographers recorded the scene, American soldiers crowded the rail siding to exchange cigarettes with their French comrades and wave bon voyage-only to hear the stationmaster announce that delays in the east meant the train could not leave for at least another day. The engine and cars rolled a few hundred yards down the tracks, gayly huzzahed for the benefit of the cameras, then backed up after dark to await a better day to go to war.

This muddle greeted Lieutenant General Kenneth A. N. Anderson, who on November 11 took command in Algiers of the newborn British First Army with orders to hie east. "I applaud your dash and energy," Eisenhower cabled him on the twelfth. "Boldness is now more important than numbers. Good luck."

For a commander of congenital pessimism-and Anderson's was bred in the bone-this dismissal of mere "numbers" rang hollow. First Army comprised hardly a division, with four British brigades and a hodgepodge of American units. Even so, Anderson moved from the command ship Bulolo into the Hotel Albert and announced plans to "kick Rommel in the pants as soon as possible." Then, alarmed that the phrase implied an insouciance he did not feel, he circulated a written addendum to correspondents: "The German is a good soldier and I expect hard fighting."

Anderson had been born in India on Christmas Day, 1891, son of a knighted railroad executive who eventually packed him off to Sandhurst. Badly wounded on the Somme, he also had fought in Palestine, in Syria, on the Indian frontier, and at Dunkirk, where he commanded a division during the evacuation. He was clean-shaven, thin-lipped, and deeply religious, with untidy gray hair, small eyes, and-one American officer noted-"an air of grinning preoccupation." He was said to lack "the jutting chin that gives force to personality" a British acquaintance wrote that "he looks more like a moderately successful surgeon" than a soldier. In dress he favored old-fashioned breeches and puttees; as his troops moved east, he could occasionally be seen peering under the tarpaulin of a rail flatcar to see what the train had brought him.