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During March 1941, Rommel defied orders from Rome to hold his ground around Tripoli and build up his strength. He attacked in what became known as the "Benghazi handicap", taking advantage of the British Middle East Command decision to reinforce northern Greece, pushing the British Commonwealth forces back to the east, towards Tobruk.  He won control of the air with the Regia Aeronautica fighters and 20 Messerschmitt Bf 110s from ''ZG26'' based at Sirte, and he had over 1,000 trucks.

During March 1941, Rommel defied orders from Rome to hold his ground around Tripoli and build up his strength. He attacked in what became known as the "Benghazi handicap", taking advantage of the British Middle East Command decision to reinforce northern Greece, pushing the British Commonwealth forces back to the east, towards Tobruk.  He won control of the air with the Regia Aeronautica fighters and 20 Messerschmitt Bf 110s from ''ZG26'' based at Sirte, and he had over 1,000 trucks.

On 31 March he launched fifty tanks backed up by the ''Brescia'' Infantry and ''Ariete'' Armoured Divisions and drove the Allies back in confusion. The British 7th Armoured and Australian 6th Infantry Divisions had been replaced by the inexperienced 2nd Armoured and 9th Infantry Divisions. The withdrawal cost the Australians heavily, with 1,000 men captured outside Mechili.  

On 31 March he launched fifty tanks backed up by the ''Brescia'' Infantry and ''Ariete'' Armoured Divisions and drove the Allies back in confusion. The British 7th Armoured and Australian 6th Infantry Divisions had been replaced by the inexperienced 2nd Armoured and 9th Infantry Divisions. The withdrawal cost the Australians heavily, with 1,000 men captured after the 8th Bersaglieri Regiment surrounded and captured Mechili.<ref>[http://www.testofbattle.com/files/RommelsFirstOffensive.pdf ROMMEL'S FIRST OFFENSIVE</ref>

At the start of Rommel's first desert offensive, he had at his disposal 130 panzers, over one-hundred German 88-mm Flak guns and 9,300 well-trained officers and other ranks from the ''Afrika Korps.''

At the start of Rommel's first desert offensive, he had at his disposal 130 panzers, over one-hundred German 88-mm Flak guns and 9,300 well-trained officers and other ranks from the ''Afrika Korps.''