As recently as February 1, Eisenhower had considered abandoning the Eastern Dorsal and pulling back toward the higher, western mountain range known as the Grand Dorsal. But now he thought better of such a retrenchment: the ethos of the U.S. Army resisted surrendering even an acre of ground fairly won. New orders called for clinging to as much forward territory as possible while the Allied armies prepared for "sustained, aggressive action in the month of March."

Meanwhile the troops buried their dead and again dug in down the length of Tunisia. One company war diary spoke for many brave men: "We could not help wondering whether the officers directing the American effort knew what they were doing."

"The Mortal Dangers That Beset Us"

ERWIN Rommel did know what he was doing. And he would not wait until March.

At eight A.M. on February 12, musicians from the 8th Panzer Regiment band gathered outside a dusty yellow trailer parked beneath camouflage netting near coastal Highway 1 south of Sfax. Citrus perfumed the morning air, masking the usual army odors of canvas and hot oil. Hoisting their tubas and cornets, the bandsmen struck up a serenade for their commander to mark the second anniverary of his arrival in Africa. Then they switched to a brisk march inspired by the struggle of the past two years: "We are the men of the Afrika Korps..."

The trailer door swung open and Field Marshal Rommel stepped into the sun. Against the morning chill he wore a soldier's greatcoat with red lapel facings, gold buttons, and "Afrikakorps" stitched on the cuffs. He was lean and sunburned, like his men, with lips perpetually cracked and crow's-feet etched around eyes long accustomed to squinting. Hatless, he looked older than his fifty-one years. A widow's peak jagged across his broad cranium, and the hair brushed back above his ears lay sleek as feathers. Every soldier in the encampment could see the toll of the past two years in Rommel's face, the anguish of 10,000 German and Italian graves left behind in Egypt and Libya when Panzer Army Africa had crossed into Tunisia two weeks earlier.

"My dear young friend," Rommel had told a staff officer a few days before, "if you only knew how long it's been since I've been able to sleep." Kesselring, who considered Rommel's nerves all but shot, later observed, "The very last armored infantryman knew of the doubts that were rending the heart of his commanding general." So few of Rommel's original "Africans" remained-only 4 of the 1,000 who had come with the 8th Machine Gun Battalion, for example. After the impromptu band concert, the field marshal returned to the trailer to write to his wife, Lucie-Maria:

It's two years to-day since I arrived on African soil. Two years of heavy and stubborn fighting, most of the time with a far superior enemy.... I have endeavoured to do my duty, both in my own sphere and for the cause as a whole.... We must do our utmost to beat off the mortal dangers that beset us. Unfortunately it's all a matter of supplies. I hope that my decision to remain with my troops to the end will be confirmed. You will understand my attitude. As a soldier one cannot do otherwise.

"Rommel, Rommel, Rommel!" Churchill had exclaimed the previous summer. "What else matters but beating him?" Like most of history's conspicuously successful commanders, he had an uncanny ability to dominate the minds of his adversaries. The son and grandson of school-teachers, he was short and a bit jowly; his face had a bronzed reserve, as if he were already wearing his death mask. A Wurttemberger from Swabia in the German southwest, with neither Prussian blood nor the crimson trouser stripe of a General Staff alumnus, he embodied several traits of his native region: self-reliance, thrift, decency, and a dour common sense. A much decorated infantryman in the Great War, he remained skeptical of the newfangled tank until the blitzkrieg in Poland imbued him with a convert's passion. He rocketed from lieutenant colonel to field marshal in four years, his reputation burnished by Goebbels's Propaganda Ministry; the young division commander's dash across Flanders and down the French coast to Spain in 1940 was featured in the film Victory in the West, which Rommel also helped direct. He still carried one of Goebbels's flunkies on his staff in Africa to stoke his own mystique, which Kesselring considered "the equivalent of one good division."

Rommel's first successes in Africa manifested the audacity, tactical brilliance, and personal style-he occasionally hunted gazelle with a submachine gun from a staff car-that contrasted so invidiously with British lumpishness and won him the sobriquet of Desert Fox. The campaign had seesawed back and forth across 1,500 miles of the African littoral, with Rommel eventually chasing the British Eighth Army back toward the Nile in the summer of 1942. Then came El Alamein, that clanging defeat. Ever since, he had been retreating, under languid but insistent pressure from Montgomery. Life magazine called him "a fugitive leading a fugitive army."

"Day and night I'm tormented by the thought that things might go really wrong here in Africa," he had written Lucie a few hours before crossing into Tunisia at dawn on January 26. "I'm so depressed that I can hardly do my work." Insomnia, headaches, low blood pressure, rheumatism, exhaustion, intestinal distress: he was not a well man. Before hurrying back to Egypt for the emergency at El Alamein, Rommel had been medically evacuated to convalesce in the Fatherland; in the four months since then his health had not returned.

At a recent staff conference, a subordinate thought the field marshal "gave the impression of a broken man. We hardly recognized him." Only in the past few days had he showed renewed signs of aggression; his lieutenants hoped that the greening hills of Tunisia would lift him from his torpor. But the real tonic for the old fox was a scent of fresh prey from beyond the Eastern Dorsal: the Americans.

Rommel understood more than most how tenuous the Axis grasp on North Africa was. Through the end of January, more than 100,000 German and Italian troops had arrived in Tunisia from Europe, with reinforcements of roughly a thousand a day still coming. As Rommel's Panzer Army Africa finished moving into southern Tunisia, the bridgehead numbers would swell to 190,000 soldiers and over 300 tanks, a temporary advantage of fourteen Axis divisions to nine for the Allies.

Yet many of Rommel's German units were at far less than half strength, with barely 30,000 combat soldiers; in January alone, he suffered more than 2,000 casualties in rearguard fighting against the British-and a total of five soldiers had arrived as replacements. Some units were pitifully weak: the 90th Light Africa Division reported only 2,400 troops, the 164th Light just 3,800. Equipment shortages were even more grievous. Authorized 386 tanks, he had but 129, of which only half were ready for combat. Instead of 747 antitank guns, his men had 182; instead of 3,797 machine guns, they had 1,411. Only one-sixth of his artillery strength remained intact.

Rommel may have "exercised an almost hypnotic influence on Hitler," in Kesselring's words, but the Fuhrer was not so beguiled as to provide anything like the quantities of arms and fuel needed for his army. The demands of Stalingrad, now entering its epic final act, as well as an increasingly lethal Allied interdiction campaign in the Mediterranean, meant that only a fraction of the necessary materiel and manpower made it to Africa. As Rommel had told Lucie, it was all a matter of supplies.

True, Rommel's army included almost 50,000 Italian troops, the remnants of Mussolini's imperial force in Libya. Thirty thousand more had been shipped to Tunisia from Italy. But the bridgehead also included a huge number of noncombatants, including colonial civil administrators and camp followers swept along by the retreating army. An official German account estimated that by late February 350,000 Axis men would be in Tunisia, of whom barely one-third could be considered true combat soldiers.

Rommel increasingly blamed the Italians for his woes, and his disdain reflected the attitude of the German high command. Easily caricatured, Italian soldiers in fact showed flashes of ferocity and tactical competence in North Africa, particularly in infantry skirmishes. Yet most Italian troops were badly trained, ill equipped, and poorly led. The best Italian divisions had already been smashed in Russia or while fighting the British in Africa. Il Duce's army, one German general concluded, "was in agony." The standard Italian rifle dated to 1891; Italian grenades were so capricious that British troops were warned never to use them; troops moved by foot or not at all, because there were few trucks. Many Italian recruits were so unlettered that drill instructors tied bandannas around their left arms to teach them left from right. Even an Italophile like Kesselring asserted, "The Italian is easily contented. He actually has only three fashionable passions: coffee, cigarettes, and women.... The Italian soldier is not a soldier from within." The Panzer Army Africa war diary for February 11 noted, "Combat value of the almost totally untried Italian units is the great question.... Experience has unfortunately shown that any optimism is uncalled for."

In these and other matters, Rommel had a natural ally in Arnim. A meeting at a recent conference south of Gabes had been their first since both were young captains in the Weimar Republic eighteen years earlier. They had not cared much for each other then, and that distaste lingered. But Rommel's strategic assessment had a blunt simplicity: the high command must either provide sufficient supplies to the two African armies or abandon Tunisia altogether. The Axis cause in Africa was "a house of cards." He fervently hoped that "sober calculations would win over political dreams."

Arnim agreed. Hitler had promised him six to seven additional divisions, which had yet to materialize. A quarter of his combat strength was Italian, and of the 150,000 tons of supplies he and Rommel estimated they needed jointly every month, far less than half was actually arriving. There had even been talk of shipping to North Africa a penal brigade of homosexuals. "We cannot afford a second Stalingrad," Arnim told Rommel. "Right now the Italian fleet could transport us back."

But such talk of decampment fell on hostile ears in Berlin and Rome, where relinquishing North Africa was seen as inviting an Allied invasion of southern Europe. Kesselring considered Rommel a weary defeatist eager to repair to Tunis or perhaps the Italian Alps. Promises of more guns, more men, more this and more that, trickled south from the Axis capitals; there would be no abandonment of Tunisia. Hitler in mid-February left for his Eastern Front command post in the Ukraine, where thoughts of North Africa rarely penetrated. Some officers in the Wehrmacht high command had voluntarily placed themselves on restricted rations as a gesture of solidarity with the encircled army at Stalingrad: 2 ounces of bread a day, 6 ounces of horsemeat, a half-ounce of sugar, and a single cigarette.

If the troops in Tunisia were to avoid a similar diet, the bridgehead would have to be widened beyond the current fifty-mile coastal strip. Soon Rommel and Arnim would have to defend a 400-mile front against an enemy steadily growing in power, with new tanks, heavy howitzers, antitank guns, and fighters. Allied strength would quickly grow from nine divisions to twenty. In the past month the Anglo-Americans had flown more than 11,000 air sorties over Tunisia, an intimation of things to come.

On January 19, the high command in Berlin had first floated the idea of attacking through Gafsa and Sbetla toward Tebessa and from there "either by an advance on Bone or Constantine bring on a collapse of the hostile northern front." Rommel believed the greatest potential threat to the entire Tunisian bridgehead was an American lunge from Gafsa toward Gabes to sever the two Axis armies. If the Germans were to survive in Tunisia-and the field marshal had such grave doubts that he had privately ordered an English dictionary-they must "break up the American assembly area in southwest Tunisia." The leisurely pace of Montgomery's pursuit would allow Rommel's troops at least a fortnight of mischief in Tunisia while a rear guard barricaded the door at Mareth, a fortified line near the Libyan border. After crushing the Americans, Panzer Army Africa could swing back south to repel the British Eighth Army.

Kesselring agreed, and the attack plan quickly coalesced. Arnim's Fifth Panzer Army would strike first in Operation FRuHLINGSWIND-Spring Breeze-a thrust by two panzer divisions through Fad Pass on Sidi bou Zid. Spearheaded by more than 200 Mark III and Mark IV tanks, plus a dozen Tigers, FRuHLINGSWIND was designed to "weaken the American by destroying some of his elements and thereby confuse and delay his advance." Rommel's Panzer Army Africa, including the Afrika Korps, would then strike farther south through Gafsa in Operation MORGENLUFT, Morning Air. When reinforced by a portion of Arnim's army, Rommel-who had designs on the vast Allied dumps at Tebessa and Speedy Valley-would have 160 tanks. "We are going to go all out for the total destruction of the Americans," Kesselring declared.

On February 12, as the panzer regiment band played for Rommel, Arnim fixed his initial attack for dawn on Sunday, February 14, Valentine's Day. It would fall precisely thirteen weeks-a quarter of a year-after the first TORCH landings. In his own encampment, Rommel finished writing orders to shift several units from the Libyan border to a staging area northwest of Gabes that night.

The predatory glint had returned to his eyes. He again emerged from the trailer to greet the officers who had come to Africa with him in February 1941 and were still fighting under his command; now numbering but nineteen, they had been invited to pay their respects in a brief, sentimental reunion. The band once again struck up the familiar march, and the old fighters sang, in voices thick with emotion:

In the scorching sands of Africa, the German panzers struggle,

For our people and for our Fatherland....

We are the men of the Afrika Korps.

The front remained preternaturally quiet for more than a week after the Maknassy expedition collapsed. For a few francs, Tunisian boys carried messages between American and Italian sentries encouraging each other to surrender; the Italians sometimes did, slipping through the lines with a battered suitcase, a sheaf of pornographic photos, and the address of a cousin in Brooklyn or Detroit. A circuit-riding U.S. Army chaplain conducted services in the shadow of the Eastern Dorsal for troops whose devotions had fallen into arrears; his assistant played "Rock of Ages" on a portable piano and handed each congregant a few sticks of chewing gum, as if they were communion wafers. Red Cross volunteers appeared in blinding snow and dust storms with drums of hot coffee dispensed from a rattletrap truck known as Clubmobile California.

II Corps had suffered more than 700 casualties in the past month, and the first replacement troops filtered into Tunisia from depots in Casablanca and Oran. Many lacked rifles or entrenching tools. One group of 190 replacements included 130 charged with absence without leave or other offenses. A number of "involuntary AWOLs" also showed up-misfits deliberately dumped by their officers, often in a bar or brothel, shortly before their units had sailed from Virginia or Britain.

Some 450 replacements arrived in the 168th Infantry. Very few were trained infantrymen. As the new commander of the 2nd Battalion, Robert Moore took 125 of them to make good his losses at Sened Station only to find that some lacked even rudimentary marksmanship training. When Moore asked one private if he could shoot a Browning Automatic Rifle, the soldier replied, "Hell, no, I've never even seen one." The 168th also received six truckloads of bazookas the night of February 12. "We had never heard of them before," an ordnance officer later recalled, "but we had a piece of paper that explained how to fire them." Colonel Drake scheduled the first rocket-gun training class for Sunday morning, February 14.

Quiescence at the front gave Allied generals a chance to ponder the tangled command structure in North Africa. On February 10, Eisenhower and others at the Hotel St. Georges each tried to sketch an organizational chart of AFHQ. Every attempt failed in a barrage of crumpled paper. Eisenhower glumly suggested that the organization had become "too complicated to be placed on paper." But the muddle seemed more annoying than lethal. Ultra intercepts of messages from Rommel and Arnim revealed the depth of Axis supply difficulties. Allied intelligence concluded that although Axis infantry battalions outnumbered Allied battalions fifty-five to forty-two in Tunisia, the Allies held a 381241 advantage in artillery tubes and a 551430 advantage in tanks. The enemy seemed more likely to improve his defenses and husband his reserves than take the offensive. This judgment, shared by Eisenhower and Anderson, was measured, reasonable, and wrong. Among other defects, it failed to consider the native aggressiveness of Kesselring and Rommel.

Commanders in Tunisia of course took nothing for granted, and seven possible counterattack plans had been drafted in case of a German offensive. To devise a common strategy, Generals Allen and Roosevelt hosted a conference in a French farmhouse in the Ousseltia Valley with Paul Robinett and French officers. Allen was in high dudgeon, his division still splintered and now broadcast the length of Tunisia. "He sucked in his breath as he talked, making a hissing sound familiar to all who knew him," Robinett reported. "The conference was far from orderly, for everyone was trying to talk at once.... Allen was doing very well with his sketchy French, but Roosevelt tried to improve it." Robinett came away shaking his head. "We can't win a war with a debating society," he told his intelligence officer. "We're just asking for trouble." Ready as usual to speak his mind, Robinett wrote to Anderson on February 9, criticizing Allied dispositions and warning that "the enemy could probably concentrate four armored divisions in Tunisia." He also told Fredendall that armor should be fought in mass, "not daubed all over the landscape."

Daubed it was. Anderson still had the British V Corps under General Evelegh in the north. Below Evelegh, the French sector had been shored up by British and American confreres, including the 133rd and 135th Infantry Regiments of the 34th Division. Part of the Big Red One remained with the French in Ousseltia, and Robinett's Combat Command B covered the French southern flank with 110 tanks. Even farther south were CCC and then McQuillin's CCA, responsible for blocking Fad Pass with help from Drake's 168th Infantry, which had moved north after the fiasco at Sened Station. "The generals of three nations had borrowed, divided, and commanded one another's troops until the troops were never quite certain who was commanding them," a 1st Armored officer observed.

Nor were commanders certain whom they were commanding. On February 6, Orlando Ward drove eighty miles to Speedy Valley from his new headquarters in a cactus patch outside Sbetla. Fredendall and many staff officers had shaved their heads, perhaps in defiance of the piercing cold. ("They seemed to expect to be admired," one II Corps lieutenant wrote.) Ward had begun to wonder whether Fredendall drank too much; nevertheless, he was delighted to hear-between TNT detonations in the ever deepening tunnels-that he was to oversee American defenses at Fad Pass. He returned to his cactus redoubt to learn that the appointment had been revoked without explanation. As his aide recorded in a diary, Ward "was both angry and disappointed."

With good faith gone, hostility spread between Speedy Valley and the 1st Armored encampment. "Infuriated, insulted, disappointed-there's no contrary emotion that I did not have," Ward's operations officer, Lieutenant Colonel Hamilton H. Howze, later said. "One of the most miserable experiences of my life.... It was an unholy mess." Howze, destined for four-star rank, recalled developing "such a detestation for Fredendall that it was hard to control, simply because of the way he treated General Ward."

The greatest insult arrived February 11, in an order entitled "Defense of Fad Position." Feeling pressure from Anderson to avoid yielding more ground, Fredendall explicitly dictated the positioning of units down to individual companies. Two prominent hills within sight of the pass were to be occupied, Fredendall wrote: "Djebel Ksaira on the south and Djebel Lessouda on the north are the key terrain features in the defense of Fad. These two features must be strongly held, with a mobile reserve in the vicinity of Sidi bou Zid." In a postscript scribbled in longhand, he added: "In other words I want a very strong active defense and not just a passive one. The enemy must be harassed at every opportunity. Reconnaissance must never be relaxed-especially at night. Positions must be wired and mined now. L.R.F."

Standing in his small command tent, Ward held up the paper to catch the light. He read the order carefully, then slapped the field table with the flat of his hand. "It's wrong," he said. "It's wrong. He's telling me how to suck eggs."

Fredendall had visited Sbetla only once and his knowledge of the Fad terrain was derived almost exclusively from a map. When the commander of Ward's 1st Armored Regiment, Colonel Peter C. Hains III, saw Fredendall's plan he said simply: "Good God." Troops placed on the two hills would be marooned if a fast-moving attack swept around them. The hills were mutually visible ten miles across the desert but not close enough for defenders on one to help their comrades on the other. These directions resembled a World War I defense, Hains thought, without an appreciation for the speed and power of modern tank divisions.

Ward's objections to "Defense of Fad Position" seemed to have more to do with the protocol breach of a superior dictating minute troop dispositions than with the tactical plan itself. He protested, but not loudly. "Neither he nor I perceived with sufficient alarm the bad dispositions," Howze later acknowledged.

Orders were orders. Poring over the directive, McQuillin instructed his engineers to lay barbed wire and mines across the entire CCA front, roughly forty miles. "Hell," observed a perplexed young lieutenant, "there isn't that much barbed wire in all of North Africa." Lieutenant Colonel John Waters was given command of the new outpost on Djebel Lessouda. Patton's son-in-law had become executive officer of the 1st Armored Regiment after his battalion, eviscerated in the fighting before Christmas, had retired toward Algeria for refitting. To convert Djebel Lessouda into a Tunisian redoubt, Waters would receive 900 troops, including a company of fifteen tanks, a four-gun artillery battery, and Robert Moore's 2nd Battalion.

On February 12, Ward drove to Lessouda, where he and Truscott had watched the failed attack against the Fad Pass two weeks earlier. The chink of shovels on rock echoed along the escarpment as Moore's infantrymen clawed out fighting positions in crevices and behind shale parapets. Moore considered the battle plan "excellent to defend against a flood," less useful in stopping Wehrmacht tanks; having commanded the battalion for barely a week, he kept the thought to himself. His Company E had been peeled away and placed on the desert floor as a forward picket line. Each day the brass shoved the company farther east until it now spanned a five-mile front in the shadow of Fad Pass, more than an entire battalion should have covered. McQuillin advised stringing empty ration cans filled with rocks as an alarm tripwire. "Sir," Moore replied, "you can hear tanks coming for miles. How would you hear rocks in a can?" When Moore suggested that certain signs presaged an Axis offensive, McQuillin lost his temper. "Poppycock!" he replied. "The attack is not coming through Fad Pass."