Following the Wehrmacht's victory at Operation Market Garden, Hitler decided to launch a last-ditch offensive in the West aiming to catch the Anglosphere forces by surprise, with the objective of retaking Antwerp, striking the seam between the British and Americans that leads to political as well as military disharmony between the Allies, isolate the 21st Army Group, thereby allowing their encirclement and destruction before the American leadership (particularly the political leadership) could react and erasing the enemy ground threat to the Ruhr.

Model, along with all the other commanders involved, believed this aim was unachievable given the resources available to the Wehrmacht on the West Front at this late point in the war.
His first reaction to the plan was caustic in the extreme: "This plan hasn't got a damned leg to stand on."
At the same time, both he and Rundstedt felt that the purely defensive posture as had been adopted since retirement from Normandy could only delay Germany's defeat, not prevent it.
Thus, he prepared Operation Herbstnebel, a less ambitious attack that did not aim to cross the Meuse, but would still, if successful, have inflicted a severe setback on the Western Allied Army groups now bearing down on the Franco-German border.
A similar plan had been developed by Rundstedt at OB West, and the two field marshals combined their idea to present a joint "small solution" to Hitler.
Hitler however rejected this compromise, and the "big solution" of aiming for Antwerp was ordered.

For this operation Model had at his disposal Sixth SS Panzer Army, Fifth Panzer Army and Seventh Army.
These armies, with over 2,000 panzers and 2,000 airplanes  represented the last strategic reserve of the crumbling Third Reich.
Despite his misgivings, Model threw himself into the task with his usual energy, cracking down on any defeatism he might find.
When a staff officer complained about shortages, Model snapped: "If you need anything, take it from the Americans".
When Ludwig Heilmann warned Model that his command 5th Parachute Division was only a Class IV outfit, Model, who by now must have been surfeited with complaints on lack of equipment and insufficient training, merely replied that success would be won by the paratroopers' "usual audacity."
He remained acutely aware of both the operation's significance, and its most likely outcome.
When Colonel Friedrich August von der Heydte, ordered to lead a parachute drop as part of the operation, said that the jump had no more than a 10 percent chance of success, he replied: "Well, then it is necessary to make the attempt, since the entire offensive has no more than a 10 percent chance of success.
It must be done, since this offensive is the last remaining chance to conclude the war favourably."

The operation was launched on 16 December 1944 and enjoyed initial success, but it quickly suffered from a lack of air cover and the inexperience in some of its infantry component, and critically short fuel supply.
Sixth SS Panzer Army met heavy allied resistance, and while Fifth Panzer Army managed to make a deep thrust into Allied line, Model was unable to exploit the breakthrough there.
He had failed to capture a vital road junction at Bastogne, and this in combination with poor weather and difficult terrain, caused the German columns to back up into huge traffic jams on the roads behind the front.
Starved of fuel and ammunition, the attack had broken down by 25 December, and was abandoned on 8 January.
Following the Wehrmacht's victory at Operation Market Garden, Hitler decided to launch a last-ditch offensive in the West aiming to catch the Anglosphere forces by surprise, with the objective of retaking Antwerp, striking the seam between the British and Americans that leads to political as well as military disharmony between the Allies, isolate the 21st Army Group, thereby allowing their encirclement and destruction before the American leadership (particularly the political leadership) could react and erasing the enemy ground threat to the Ruhr.
Model, along with all the other commanders involved, believed this aim was unachievable given the resources available to the Wehrmacht on the West Front at this late point in the war. His first reaction to the plan was caustic in the extreme: "This plan hasn't got a damned leg to stand on." At the same time, both he and Rundstedt felt that the purely defensive posture as had been adopted since retirement from Normandy could only delay Germany's defeat, not prevent it. Thus, he prepared Operation Herbstnebel, a less ambitious attack that did not aim to cross the Meuse, but would still, if successful, have inflicted a severe setback on the Western Allied Army groups now bearing down on the Franco-German border. A similar plan had been developed by Rundstedt at OB West, and the two field marshals combined their idea to present a joint "small solution" to Hitler. Hitler however rejected this compromise, and the "big solution" of aiming for Antwerp was ordered.
For this operation Model had at his disposal Sixth SS Panzer Army, Fifth Panzer Army and Seventh Army. These armies, with over 2,000 panzers and 2,000 airplanes  represented the last strategic reserve of the crumbling Third Reich. Despite his misgivings, Model threw himself into the task with his usual energy, cracking down on any defeatism he might find. When a staff officer complained about shortages, Model snapped: "If you need anything, take it from the Americans". When Ludwig Heilmann warned Model that his command 5th Parachute Division was only a Class IV outfit, Model, who by now must have been surfeited with complaints on lack of equipment and insufficient training, merely replied that success would be won by the paratroopers' "usual audacity." He remained acutely aware of both the operation's significance, and its most likely outcome. When Colonel Friedrich August von der Heydte, ordered to lead a parachute drop as part of the operation, said that the jump had no more than a 10 percent chance of success, he replied: "Well, then it is necessary to make the attempt, since the entire offensive has no more than a 10 percent chance of success. It must be done, since this offensive is the last remaining chance to conclude the war favourably."
The operation was launched on 16 December 1944 and enjoyed initial success, but it quickly suffered from a lack of air cover and the inexperience in some of its infantry component, and critically short fuel supply. Sixth SS Panzer Army met heavy allied resistance, and while Fifth Panzer Army managed to make a deep thrust into Allied line, Model was unable to exploit the breakthrough there. He had failed to capture a vital road junction at Bastogne, and this in combination with poor weather and difficult terrain, caused the German columns to back up into huge traffic jams on the roads behind the front. Starved of fuel and ammunition, the attack had broken down by 25 December, and was abandoned on 8 January.
Walter Model