Title Graphic



22nd May to 26th May, 1940

When the German armour broke through to the coast at Abbeville on May the 20th, Boulogne and Calais acquired a new importance for, apart from Dunkirk, they were then teh only ports through which the British Army could be supplied. Lord Gort had no troops which could be spared for their defence. Accordingly the War Office ordered the 20th Guards Brigade to Boulogne, and from the 1st Armoured Division (which was on the point of leaving for Cherbourg) they deflected to Calais the 3rd Royal Tank Regiment and the newly created 30th Brigade, formed from the infantry of the division's Support Group. As these forces set out from England the German armoured divisions began their advance northwards from the Somme.

The subsequent actions at Boulogne and Calais went on simultaneously, but once begun there was no communication between the two: they are therefore described separately.


Boulogne had been used only as a port: no British garrison had been stationed there. On the 20th of May anti-aircraft defences had been provided: eight 3·7-inch guns of the 2nd Heavy Anti-Aircraft Regiment and eight machine guns of the 58th Light Anti-Aircraft Regiment, with one battery of the 2nd Searchlight Regiment, mad up its total British armament.[1] The French had 'two salvaged 75-mm. guns; two 25-mm. anti-tank guns; and two tanks, one of which was broken down and only usable on the spot'.1

But Boulogne was not empty of troops. There was considerable numbers of young French and Belgian recruits not yet trained for fighting; about 1,500 British of the Auxiliary Military Pioneer Corps, most of whom had no military training and none of whom were equipped as fighting soldiers; and finally, smaller groups of men, mostly French, who had made their way back from the south—'fractions of infantry and artillery lacking uniformity … officers, non-commissioned officers and men driven back to Boulogne by the


rapid advance of the enemy, various isolated detachments on the move, troops on leave and men recently out of hospital'.2 There were also large numbers of French refugees crowding into the town from the surrounding country.

The 20th Guards Brigade was training at Camberley on the morning of May the 21st when orders were received from the War Office to proceed immediately to Dover for service overseas. Less than twenty-four hours later it arrived at Boulogne (having been escorted across by the destroyers Whitshed and Vimiera) and began to disembark. Only two of its battalions had been ordered out, the 2nd Irish Guards and the 2nd Welsh Guards, with the Brigade Anti-Tank Company and the 275th Battery (less one troops) of the 69th Anti-Tank Regiment.[2] Brigadier W. A. F. L. Fox-Pitt commanded the brigade.

Rear General Headquarters of the British Expeditionary Force had moved back by now to Wimereux, three miles up the coast, and Brigadier Fox-Pitt reported there at seven o'clock in the morning of the 22nd. He saw the Adjutant-General, Lieutenant-General Sir Douglas Brownrigg, who had been given instructions from the Commander-in-Chief to get rid of all 'useless mouths' from the ports of Dunkirk, Calais and Boulogne as soon as possible, and to go on evacuating personnel arriving at these ports who were not of military value.[3] Brigadier Fox-Pitt was told that enemy transport had been reported at Etaples, sixteen miles south-east of Boulogne, and that German armoured forces were said to be Forest of Crécy area. The French 21st Infantry Division was coming up to hold a line between Samer and Desvres about ten miles south of Boulogne; it had already about three battalions deployed and the rest of the division was being moved from the east by train. Brigadier Fox-Pitt's orders to hold Boulogne and for this task a regiment of tanks (the 3rd Royal Tank Regiment) and another infantry battalion (the 1st Queen's Victoria Rifles) should join him from Calais on the following day.

With this information in mind the Brigadier disposed his force for the defence of the town. The positions taken up are most easily realised by reference to the map facing page 158. They were largely determined by the situation of the town and the nature of the surrounding country. Boulogne lies at the mouth of the River Liane, which winds its way to the sea through a valley in the surrounding hills. The comparatively level ground near the harbour is small in area and congested by building; almost at once the town begins to climb the hill, and the roads up to the old walled town–known as the Haute Ville or 'the Citadel'–are steep. The river and the harbour basins cut the lower town in half, as the map shows. The Irish Guards held the south-


western ground between the river west of St Léonard and the sea north of Le Portel; while the Welsh Guards covered the part of the town which lies north-east of the river, holding the western slopes of the Mont Lambert ridge and the high ground through St Martin Boulogne.[4] Together they were extended over a six-mile perimeter; inevitably, therefore, they were thin on the ground. A much more considerable force would be needed to defend the position successfully, for the ground round Boulogne is high, rolling, open country, providing by its undulations both hidden approaches and commanding heights well suited to the manoeuvring of armoured troops. It must be defended on these surrounding hills, for once an enemy wins these, Boulogne lies at his mercy. Mont Lambert ridge in particular commands most of the town and harbour.

About fifty men of the 7th Royal West Kent who had made their way north after the fight at Albert, described on page 80, and about a hundred Royal Engineers of the 262nd Field Comapny had reached Boulogne, and they occupied positions on the right of the Welsh Guards after destroying a road bridge across the river.[5] Brigadier Fox-Pitt reported the dispositions of the British battalions to General Lanquetot, commander of the French 21st Division, who had arrived with some of his staff and was organising the defence of the town with the various French elements available.

The German armoured divisions whose advance had been slowed down by the British counter-attack at Arras on the 21st had now been ordered to resume the advance northwards. The War Diary of Guderian's XIX Corps (1st, 2nd and 10th Armoured Divisions) has two entires on the 22nd May which are relevant to the action at Boulogne. The first is timed at 1240: '2nd Armoured Division will advance direct to Boulogne via the line Baincthun–Samer; 1st Armoured Division via Desvres to Marquise, in order to protect, on this line, 2nd Armoured Diviion's flank against attack from Calais.'3 And at the end of the day's entries, recognising the need for quick action, 'the corps commander sent 2nd Armoured Division towards Boulogne at noon without waiting for orders from [Kleist] Group. In consequence the division succeeded in penetrating to the town.'4[6] This division had had some difficulty in overcoming French resistance at Samer (where the French forces consisted mainly of troops from a French divisional instruction centre) but reached the outskirts of Boulogne and mad first contact with teh Irish Guards in the middle of the afternoon. Soon after five o'clock they attacked with tanks and artillery, but with Irish Guards held them off and the attack died away about an hour. The enemy had lost a tank and made no gain. They attacked the Welsh Guards with tanks at about eight


o'clock and again when darkness was falling, but each time they were driven off. At about ten o'clock they had their one minor success, when in a renewed attack on the Irish Guards a post was cut off, though some men got away.

Reports were received that enemy armoured columns were moving on the town from the north-east and north, but Major-General H. C. Loyd, from Rear General Headquarters, who visited the Brigadier during the night, assured him again that the 3rd Royal Tank Regiment, and the 1st Queen Victoria's Rifles would probably arrive from Calais early next morning.[7] It will be found when the account of what happened at Calais is given, that in fact no move to Boulogne was attempted, and this was not the only hope to be disappointed. Of the troops already deployed by the French 21st Division, those near Desvres succeeded in holding up the advance of the German 1st Armoured Division, who, according to their War Diary, fought vainly to overcome the French resistance on the 22nd and were still held up at midday on the 23rd.[8] But the bulk of the 21st Division was attacked while still entrained and dispersed by enemy tanks. It could not now form a line south of Boulogne. There would now be nothing but the 20th Guards Brigade and the improvised French forces in the town to resist Guderian's attack on Boulogne.

The Royal Air Force did their utmost to hamper the German movement towards Boulogne. Our fighters were in action in the coastal area and twelve Battles, eleven Lysanders, and fifty-eight Blenheim bombers operated; four were lost, but the losses of aircraft which the enemy returned on this day totaled twenty-four destroyed and six damaged.[9]

At daybreak on the 23rd the German attack was resumed. For de la Crèche on the hill to the north was captured from the French, and a troop of the 2nd Anti-Aircraft Regiment in the vicinity had their guns knocked out after they had destroyed two of the enemy's tanks. About half past seven in the morning attacks on the 20th Guards Brigade frontage came in from all sides. Tanks and infantry supported by artillery and mortar fire inflicted considerable casualties on our infantry and anti-tank gunners, and some companies were forced to give ground. By the end of a long morning's fighting it was clear that the original perimeter could not be held, and the battalions were drawn back to the outskirts of the town.

Throughout the morning destroyers of the Royal Navy were coming and going in spite of the fact that the enemy now had the harbour under close-range artillery, mortar and machine-gun fire. In addition to those already mentioned the destroyers Vimy, Venomous, Wild Swan and Keith were all employed. French destroyers were also in action against short targets and one (L'Orage) was sunk. The commander of the Keith was killed on his bridge and commander


of the Vimy was mortally wounded. But in harbour and off the coast the ships shelled enemy gun-sites and machine-gun nests with conspicuous success and were of great help to defending troops, while non-combatant and wounded men were being steadily evacuated under the direction of a contingent of Royal Marines brought out to deal with the large number of unorganised men reaching the port. Meanwhile preparations to destroy port installations were being carried out by a naval demolition party.[10] The 20th Guards Brigade were, however, ordered to remain and fight it out.[11]

In the afternoon there was a lull in the fighting, which is explained in an entry in the German XIX Corps War Diary: '1445. At about this time Corps Headquarters has the impression that in and around Boulogne the enemy if fighting tenaciously for every in ch of ground in order to prevent the important harbour falling into German hands. Luftwaffe attacks on warships and transports lying off Boulogne are inadequate: it is not clear whether the latter are engaged in embarkation or disembarkation. 2nd Armoured Division's attack therefore only progresses slowly.'5 The German commander had asked for an air attack on the harbour which was eventually delivered two hours later by forty to fifty aircraft, but was partly frustrated by the Royal Air Force. Three of our aircraft were lost but eight of the enemy were brought down and others damaged. The German War Diary notes: '1930 hrs. The long-awaited air attack on the sea off Boulogne temporarily relives pressure on 2nd Armoured Division,'6[12] and for a short time the evacuation of non-combatant troops was interrupted.

At about half past six that evening fresh orders were received from the War Office. The 20th Guards Brigade were to be evacuated immediately.[13]

By now the enemy had closed in; the whole harbour was under fire and entry was extremely hazardous. The Whitshead and Vimiera went in first and engaged enemy batteries in a fierce gun-fire duel as they berthed. Embarkation of the Irish and Welsh Guards and Royal Marines began, with about 1,000 leaving in each destroyer. Then the Wild Swan, Venomous and Venetia took their places, again under a murderous fire. The Venetia was damaged and had to back out of the harbour; and all three ships engaged in a most unusual naval action, firing over open sights at enemy tanks, guns and machine guns only a few hundred yards away while they took the troops on board. They bore away about 900 men each and later the Windsor arrived and took off a further 600, including man wounded and the demolition party. The last ship to reach the stricken port was the Vimiera, making her second trip; she entered the harbour at about 1.40 on the morning of the 24th in an eerie silence. She remained at her


berth over an hour and took on board 1,400 men. In this dangerously overloaded state she reached England in safety.[14]

The Wessex had also been ordered to Boulogne, and had she arrived a further 300 Welsh Guards who remained might have been brought back. But the Wessex seems to have been diverted to Calais (see below) and no further ships went to Boulogne. Some of the Welsh Guards who were left behind were captured in the town next day and some later while trying to break out. Under the leadership of Major J. C. Windsor Lewis, the remnant of his company and detailed of other regiments, including a party of French infantry, were established on the seaward end of the mole and held out for a further thirty-six hours, with the enemy surrounding the basins on either side and under heavy fire from tanks, artillery and mortars. Only when it was clear that no more ships could get in and when food and ammunition were giving out, did they capitulate. The French garrison of the Citadel capitulated about the same time, after making a sortie which was unsuccessful.[15] On May the 25th the enemy could report that Boulogne was captured.

An entry in the War Diary of Guderians Corps for May the 24th reads 'As Boulogne will be threatened from the sea by English forces especially after its capture, 2nd Armoured Division is ordered at 1400 hrs to begin preparations for the repair and re-use of the fortifications of Boulogne, employing for this purpose prisoners of war'.7[16] The use of prisoners of war on such tasks is forbidden by international agreements to which German was a party.

Further entries in the XIX Corps War Diary show that Guderian was not pleased. The essential thing seemed to him to be 'the push to Dunkirk' but this had been 'strangled at the outset' by ordered from Kleist Group. The causes of the comparatively slow advance of the attack in the north-west of France he attributes in the first place to the fact that 'for reasons unknown to the Corps Command the attack on Boulogne was only authorised by [Kleist] Group at 12.40 hrs on the 22nd. For about five hours 1st and 2nd Armoured Divisions were standing inactive on the Canche.' He complains that for the heavy attack on the two strongly defended sea harbours of Boulogne and Calais he could only at first use the 1st and 2nd Armoured Divisions as the 10th Armoured Division was then in Group reserve; and he winds up his 'Conclusion' on the 23rd of May: 'Corps' view is that it would have been opportune and possible to carry out its three tasks (Aa Canal, Calais, Boulogne) quickly and decisively, if, on the 22nd, its total forces, i.e. all three divisions, had advanced northward from the Somme area in one united suprise stroke.'8[17] (It will be seen that later, when he had been able to look at the ground, he considered



that the use of tanks to attack Dunkirk would entail needless sacrifice—see page 208.)

It would indeed have been awkward for the 20th Guards Brigade if the 2nd Armoured Division had reached Boulogne five hours earlier, but to Rundstedt, commanding a group of armies with a long exposed flank, with neither Amiens nor Abbeville yet securely held, and with Arras still unconquered, the position did not look quite so simple on May the 22nd. A delay of five hours till it was seen whether the Arras counter-attack was to be renewed was hardly unreasonable.

There is one other aspect of British action at Boulogne which must be noted—the aspect seen by the French—for it shows how easily misunderstanding may arise between allies in such a confused situation. The 20th Guard Brigade acted under orders of the British Government. They were ordered out at short notice to defend Boulogne, and when after fighting off the first attacks it was clear that two battalions could not hold the town they were ordered home again at even shorter notice. both orders seemed reasonable to British eyes.

But when Brigadier Fox-Pitt received the order to re-embark he was unable to communicate with General Lanquetot before leaving, for the General's headquarters were away up in the Citadel and the enemy were already between it and the lower town where the Guards battalions were fighting. It will be remembered that General Lanquetot had also had ordered to hold Boulogne with his 21st Division; that having got there ahead of his troops, he learned that these had been intercepted and would not join him; and that he had therefore organised what defence he could, taking into account the dispositions of the Britisih battalions which were only a part, though much the most substantial part, of the town's defences. When, therefore, he learned on the morning of May the 24th that the whole British force had gone home to England during the night, without warning him that they were doing so, it is easy to realise that in his eyes British action appeared to be less reasonable. And since French troops in the Citadel and only Major Windsor Lewis's contingent in the harbour held out for a further twenty-four hours it is east to see why the British part in the action at Boulogne appears as a subordinate one to French eyes. The truth is that the German armoured division was held at Boulogne by the joint action of British and French troops.


The troops who held Calais fought against overwhelming odds with a cheerful courage and unquestioning devotion to duty which match the finest traditions of the British Army. Unfortunately the conditions under which they were required to fight show some of the


failings which have been matched too often in the conduct of our military excursions.

Infantry were sent out short of their full complement of arms and equipment. Of the single battery of anti-tank artillery, only eight guns reached France; the rest were left at Dover because there was no room for them in the ship provided for their transport. And some ships were ordered home before they had completed the unloading of personnel, weapons and stores which they had just ferried across. But the handicaps were not confined to such matters as these. Within a period of forty-eight hours contradictory orders were given to the force by General Headquarters in France, Lord Gort's Adjutant-General, then in Dover, and the War Office in London. It is hardly surprising that the French commander in Calais (who came under the British Command by order of General Fagalde) found the British intentions 'nebulous'.9 The troops employed at Calais could not have fought more bravely than they did, had they had all their arms and equipment; and they could not have held Calais indefinitely had that been their single task, for the forces against them were overwhelmingly stronger. But they would not have fought under so great a handicap if they had been fully equipped and if their commander had been free to concentrate on the sufficiently arduous duty of defending the town.

Calais lies in flat country flanked by low sand dunes. Much of Vauban's fortifications still enclose it, interrupted only in the south-west by railway construction and industrial buildings. The Citadel still guards the inner, water-ringed 'old town' and eight of the eleven bastions still stand in the angles of the outer ramparts. On the east face the moat still holds water and in other places the ditch is traceable, though it is dry. Uncle Toby and Corporal Trim would find much to interest them even now, though the 'ravelins, bastions, curtains and hornworks' with other refinements of the fortified town which they laboured untiringly to reproduce in Uncle Toby's garden are blurred and buried by neglect.10 It is nevertheless a comparatively strong defensive position, granted an adequate force to hold the eight-mile perimeter. The criss-cross ditches in the low ground to the east and south confine attacking vehicles narrowly to the built-up roads which lead into the town; only on the west and south-west does the nature of the surrounding country change as the ridge of high ground which sprawls diagonally across northern France reaches out to the sea between Calais and Boulogne. On that flank Calais is overlooked from nearby hills and is an easy target for artillery situated on the higher ground, as the map facing page 170 shows.


On May the 19th Colonel R. T. Holland had been appointed to command British troops in Calais, consisting then of a single platoon of infantry and some anti-aircraft defences.[18] Base details of the Argyll and Sutherland Highlanders who formed the infantry platoon were sent to guard a block on the road to Dunkirk; two batteries of the 1st Searchlight Regiment were disposed in Forts Risban and Vert and in a series of outlying posts outside the town; a battery of the 2nd Anti-Aircraft Regiment had four guns near Sangatte on the west and three near Fort Vert; and part of a battery of the 58th Light Anti-Aircraft Regiment sited their two guns to cover lock gates in the harbour. French troops in Calais consisting of naval personnel manning some coast-defence guns, and various 'small fragments of units driven back by the German advance,11 including infantry and about a company of machine guns, were distributed in old forts outside the town, in the citadel, and in two of the bastions on the north-west. A large and daily-growing number of stragglers and refugees poured into the town, greatly hampering the construction and control of road blocks and the movement of troops when they arrived.

On May the 22nd, when the German 2nd Armoured Division was already closing in on Boulogne and the 1st Armoured Division was moving north from the Somme,[19] the first of the British troops now sent to Calais began to land.

The 1st Queen Victoria's Rifles, a first-line Territorial battalion, arrived first. They were a motor-cycle battalion, but came without their machines, without transports, with 3-inch mortars, and with only smoke bombs for their 2-in mortars; many were armed only with pistols. On disembarking they were ordered to move out at once to block the principal roads into Calais, to guard the cable-entry at Sangatte, and to patrol the beaches on either side of the harbour entrance so as to prevent enemy landings there. As they had no transport, they had to man-handle stores and ammunition.[20] Hard behind came the 3rd Royal Tank Regiment and two hours later their vehicles arrived. Unloading began at once, but proceeded slowly and under great difficulties. Only the ships' derricks were workable as electricity had been cut off from dockside cranes. Moreover, 7,000 gallons of petrol in tins, stacked on deck, had to be landed before the tanks and vehicles in the holds below could be unloaded and refueled. The stevedores had been working without rest for many hours unloading rations for the British Expeditionary Force and they were nearing the point of exhaustion. Although the work went on nearly all night, unloading was not completed till well on in the following day.


A five o'clock in the afternoon of the 22nd General Sir Douglas Brownrig, passing through Calais on his way from Wimereux to Dover, ordered the 3rd Royal Tank Regiment to proceed south-westwards, as soon as landing was completed, in order to join the 20th Guards Brigade in the defence of Boulogne (page 154). The tanks were accordingly ordered to assemble in the area of Coquelles ont he road which runs from Calais to Boulogne. They consisted of twenty-one light tanks and twenty-seven cruisers.

Six hours later a liaison officer brought other orders from General Headquarters. The tank regiment was to proceed as soon as possible south-eastwards to St Omer and Hazebrouck, where contact was to be made with General Headquarters. As the regiment could not be ready to move for some time, a patrol of light tanks was sent to reconnoitre the road to Sm Omer. It found the town unoccupied but under enemy shell-fire and lit by the flames of burning houses; it rejoined the regiment near Coquelles, without having encountered enemy troops, about eight o'clock on the morning of the 23rd.[22] It had been very fortunate, for leading units of the German 6th Armoured Division (of Reinhardt's XXXXI Corps) had lain that night round Guines, only a few miles west of the St Omer road. The division had been advancing northwards but had been ordered to turn east to St Omer while the 1st Armoured Division came up to take Calais.[23]

As already mentioned, the 3rd Royal Tank Regiment had been detached from the British 1st Armoured Division which was on the point of being sent to Cherbourg. The 30th Brigade was ordered to Calais at the same time.[24] It left Southampton on the 22nd, arrived at Dover early on the 23rd, and sailed again for Calais during the morning. At Southampton Brigadier C. N. Nicholson, commanding the brigade, was informed by the War Office that some German tanks with artillery were moving in the direction of Boulogne, but the general situation was obscure; the 30th Infantry Brigade would land either at Calais or Dunkirk and would then be used offensively against the German columns. At Dover Brigadier Nicholson saw Lord Gort's Adjutant-General newly back from Calais. Sir Douglas Brownrigg did not know that the orders which he had there given to the 3rd Royal Tank Regiment before leaving France had since been superseded by different orders from General Headquarters, and he instructed Brigadier Nicholson that the 30th Brigade was to proceed with the 3rd Royal Tank Regiment to the relief of Boulogne as soon as possible.[25] With this order Brigadier Nicholson sailed for France.

Meanwhile the 3rd Royal Tank Regiment at Calais, having received their patrol's report on St Omger, sent an escort of light tanks to protect the liaison officer returning to General Headquarters. But by then the German 6th Armoured Division was again on the


move going eastward towards St Omer;[26] the road from Calais to St Omer was no longer clear. Our light tanks quickly ran into advanced elements of the enemy armoured division and all were lost in the ensuing fight. Only the liaison officer's faster car got back to Calais with its occupant wounded.[27] The remainder of the Tank Regiment had begun to follow the advance party from their assembly area near Coquells. But the German 1st Armoured Division were also moving and had deployed tanks and anti-tank guns on the high ground covering Guines as they turned north-eastwards towards Gravelines.[28] The British tanks soon met these on their way to the St Omer road and, though they drove off the light tanks which were first met, the heavier tanks and anti-tank guns were too strong for them to master. After knocking out some of the enemy's tanks but losing twelve of their own it became clear that they could not break through the German division to St Omer. Accordingly they fell back on Calais.

Meanwhile other units of the German 1st Armoured Division on their way to Gravelines encountered at Les Attaques a detachment of the 1st Searchlight Regiment, which after putting up a stout defence was surrounded and overwhelmed.[29] The enemy's tanks and infantry then attacked a post at Le Colombier, but with the help of fire from other posts and from guns of the 58th Light Anti-Aircraft Regiment on the rising ground near Boulogne these were driven off.[30]

Thus when the 30th Brigade convoy docked at Calais on the afternoon of May the 23rd Brigadier Nicholson found that the 3rd Royal Tank Regiment had already had considerable losses, that the enemy were closing in on the town, and that it was not possible to move either south-east to St Omer or south-west to Boulogne. It was indeed clear to him that the one urgent task was to organise the defence of Calais itself. Accordingly he ordered the infantry battalions of the 30th Brigade—the 1st Rifle Brigade (on the east) and the 2nd King's Royal Rifle Corps (on the west)—to hold the outer ramparts behind the advanced posts of the Queen's Victoria Rifles and the outlying anti-aircraft units.[31]

But he had hardly made these dispositions when, shortly after four o'clock in the afternoon, he received yet another order, this time from the War Office. He was now instructed to convey 350,000 rations for the British Expeditionary Force north-eastwards to Dunkirk and he was told to regard this duty 'as over-riding all other considerations.[32] So he recalled part of the infantry from the perimeter defence and sent them to picket the first stretch of the road to Dunkirk while the convoy was formed. By now yet another German armoured division—the 10th—had come up from the south and was shelling Calais from the high ground which overlooks it.

An hour before midnight the 3rd Royal Tank Regiment sent a


squadron of tanks to reconnoitre the road to Dunkirk which the convoy must take. They soon ran into troops with which the German 1st Armoured Division was blocking the road from Calais to protect its own rear as it advanced to Gravelines.[33] Three of our tanks broke through and went on to join the British troops at Gravelines; the rest were lost. But this was not known in Calais and in the morning when nothing was heard from the squadron another squadron went forward with a company of the 1st Rifle Brigade to contact the advance party and to clear the road for the convoy. Infantry and tanks fought hard to dislodge the enemy rearguard which they found astride the road but the latter had deployed field artillery and anti-tank guns, and when losses mounted and no progress was made the attack was called off by Brigadier Nicholson and the troops were ordered back to Calais. The 3rd Royal Tank Regiment was by now reduced to nine cruiser and twelve light tanks.[34] Between our remaining twenty-one tanks and Gravelines was a German armoured division and it was clearly impossible to get the convoy through.

Calais was by then under heavy shell-fire. The artillery and mortar bombardment had started at dawn on the 24th in preparation for an attack by the 10th Armoured Division which was launched by tanks and infantry against the western and south-western sectors. On the west Sangatte was abandoned, and everywhere the outlying searchlight, anti-aircraft, and infantry detachments were withdrawn to join the infantry holding the ramparts. The first heavy attacks that morning were all stopped, except at one point in the south where the enemy mad some headway and the defence was penetrated. But there a prompt counter-attack by the King's Royal Rifle Corps supported by tanks of the Royal Tank Regiment drove the enemy back and restored the original position.[35]

Shells were now reaching the harbour area, where a hospital train full of wounded men waited for a ship; and in a laudable desire to get there away the Control Staff ordered them to be put aboard ships which had not yet completed the unloading of vehicles, weapons and equipment of the infantry battalions, and supply personnel of the tank regiment which had landed in Calais the day before. The stevedores and other non-fighting troops were embarked at the same time and returned to England. :It may be that further unloading was considered unnecessary, for early that morning Brigadier Nicholson was informed by the War Office that evacuation had been decided on 'in principle' and that, while fighting personnel must stay to cover the final evacuation, non-fighting personnel should begin embarking at once.[36] But it was unfortunate that the fighting troops were thus deprived of weapons and equipment which they sorely needed.

In the afternoon the enemy launched further heavy attacks on all three sides using infantry and tanks. On the west Fort Nieulay was


surrendered by the French commander of the garrison (which included a small detachment of the Queen Victoria Rifles) after very heavy shelling, and French marines in Fort Lapin and manning coastal defence guns disabled their guns and got away. In the south the British defence was pierced, and the enemy gained a foothold in the town from which he could not be dislodged. The defenders of the ramparts had been troubled all day by fifth-column sniping from buildings in their rear; they were now enfiladed by fire from the houses held by the enemy.

Ammunition on the ramparts was beginning to run short. All but two of the 229th Battery's anti-tank guns had been put out of action. The German 10th Armoured Division War Diary's entry at four o'clock that afternoon reads 'Enemy resistance from scarcely perceptible positions was however so strong that it was only possible to achieve quite slight local success', and three hours later Corps Headquarters were hold that a third of the German equipment, vehicles and personnel and 'a good half of the tanks' were casualties; the troops were 'tired out.12[37]

Yet Brigadier Nicholson realised that he could not hold the outer perimeter much longer, for he had no reserve with which to counter any penetration. A further message from the War Office confirmed the decision to evacuate, but final evacuation of fighting troops would not take place until seven o'clock next morning.[38] On this information Brigadier Nicholson shortened his front by withdrawing the infantry to the line of the Marck Canal and the Boulevard Léon Gambetta. There was further fighting there and after dark the defenders were withdrawn to the old town and the quadrangle to the east, which is enclosed by the outer ramparts and the Marck and Calais canals. The chief danger-point in this new defence line were, of course, the bridges. It had been understood that the French would prepare these for demolition, but this had not been done and the British force had neither explosives nor equipment for the task.

While the troops were withdrawing through the town that afternoon, Brigadier Nicholson received a message from the C.I.G.S. in London in forming him that the French commander in the north 'forbids evacuation'.[39] This was expanded by a message sent just before midnight: 'In spite of policy of evacuation given you this morning, fact that British forces in your area now under Fagalde who has ordered no, repeat no, evacuation, means that you must comply for sake of allied solidarity …'[40] Brigadier Nicholson's role now, he was told, was to hold on, and as the harbour 'was now of no importance to the B.E.F.' he was to select the best position in which to fight to the end. Ammunition was being sent but no reinforcements. But the


48th Division 'started marching to your assistance this morning'. Unfortunately this last information was mistaken; the 48th Division was required for the defence of Cassel and Hazebrouck, and was never ordered to march on Calais.

Brigadier Nicholson's only recorded comment on this order to fight it out 'for the sake of allied solidarity' was recorded by Admiral Sir James Somerville who crossed the Channel that night to confer with him: 'Given more guns which were urgently needed, he was confident he could hold on for a time.'[41] He agreed with the Admiral that ships in the port could now serve no useful purpose by remaining.

There are two other laconic entries in the records of those who fought at Calais which illustrate the spirit of the defence.

After noting that in the early evening of May the 24th an enemy aircraft dropped leaflets stating that Boulogne had fallen and calling on the Calais garrison to surrender—they were to lay down their arms and march out on the Coquelles road, otherwise the bombardment, which would cease for an hour, would be renewed and intensified—the writer merely adds: 'Teh company took advantage of the lull to improve its position to give better all-round protection.

During the morning of May the 25th the Mayor of Calais (who was captured when our troops withdrew to the old town) was brought under enemy escort to where the 2nd King's Royal Rifle Corps held the front, with a proposal for Brigadier Nicholson to surrender. 'the Mayor was detained under guard and his escort returned to the enemy' is the only comment.[43]

 At daybreak on the 25th the enemy resumed his bombardment, concentrating now on the heart of the old town. Collapsed buildings blocked the streets, fire fanned by a high wind raged unchecked on every hand; the smoke of explosions and burning houses be-clouded the scene of destruction and obscured the movements of troops. As the day wore on the dust and choking smoke mad the garrison's task more and more difficult. The troops had been fighting for three days and were much reduced by casualties, the last remaining guns of the 229th Anti-Tank Battery were knocked out, and only three tanks of the 3rd Royal Tank Regiment remained in action.[4]] Food and ammunition were difficult to distribute and some went short, and water was scarce as the mains had burst and the little that could be got from half-ruined wells. The German artillery and mortar fire grew in intensity as the day wore on, and the defence had not artillery with which to reply, though the Royal Navy did their best to help by shelling enemy guns positions.

On the east side, where the 1st Rifle Brigade and detachments of the Queen Victoria's Rifles held the outer ramparts and the Marck and Calais, the enemy fought hard to break through. An attempt was mad by the defence to organise a sortie in order to


relieve pressure, but the carriers which were to attack from the north and take the enemy in the flank got bogged down in sandhills and the attempt had to be abandoned. In the end the enemy succeeded in breaking across the canals at a number of places. The positions of the defenders being thus turned, they fell back fighting to the area of the Bassin des Chasses, the dock railway-station and the quays.

Meanwhile the King's Royal Rifle Corps, and other detachments of the Queen Victoria's Rifles in the old town, fought grimly to hold the three main bridges into the town from the south. Two  were held, but the enemy won the third with the help of tanks and established himself in houses north of the bridge, where he was pinned down. A mixed British and French force held a key bastion and the French garrison in the Citadel fought off all attacks upon it though sustaining heavy casualties. Brigadier Nicholson established there a joint headquarters with the French commander.

During the afternoon a flag of truce was brought in by a German officer, accompanied by a captured French captain and a Belgian soldier, to demand surrender.[45] Brigadier Nicholson's reply as recorded, in English, in the German War Diary was:

  1. The answer is no as it is the British Army's duty to fight as well as it is the German's.
  2. The French captain and the Belgian soldier having not been blindfolded cannot be sent back. The Allied commander gives his word that they will be put under guard and will not be allowed to fight against the Germans.[46]

Thereafter the attack was renewed and only broken off finally, says the German 10th Armoured Division War Diary, because 'the Infantry Brigade Commander considers further attack pointless, as the enemy resistance is not yet crushed and as there is not enough time before the fall of darkness'.13[47]

About two o'clock in the afternoon the Secretary of State for War (Mr Eden) had sent Brigadier Nicholson a message which read:

Defence of Calais to the utmost if of highest importance to our country as symbolising our continued cooperation with France. The eyes of the Empire are upon the defence of Calais, and H.M. Government are confident you and your gallant regiments will perform an exploit worthy of the British name.[48]

Shortly before midnight the War Office sent a further exhortation which read:

Every hour you continue to exist is of greatest help to the B.E.F. Government has therefore decided you must continue to fight. Have greatest admiration for your splendid stand.[49]


This was intercepted, read with great interest and recorded in the War Diary of the German XIX Corps.[50]

Early in the morning of May the 26th the German bombardment was resumed with greater violence, additional artillery having been brought up from Boulogne.[51] In the words of the Corps War Diary: '0900 hrs. The combined bombing attack and artillery bombardment on Calais Citadel and on the suburb of Les Baraques are carried out between 0900 and 1000 hrs. No visible result is achieved; the fighting continue and the English defend themselves tenaciously.'14[52] Les Baraques is between the Citadel and Fort Lapin.

There was also much heavy dive-bombing, and though one aircraft was shot down and the tanks and infantry which followed up each air attack were repeatedly driven off, the defenders were gradually forced back into the northern half of the old town. The Citadel, after renewed assaults, was surrounded and isolated from the town—and in the town itself and in the bastions most of the defenders, by the afternoon, fought in parties which were separated from each other alike by the course of the battle and by piles of broken masonry. In the late afternoon the enemy broke into and captured the Citadel with Brigadier Nicholson and his headquarters;[53] and as evening came one group after another of those who fought on in the town were surrounded and overwhelmed. Gradually the fighting ceased and the noise of battle died away as darkness shrouded the scene of devastation and death.

The reader who has already followed the fortunes of the British Expeditionary Force may perhaps doubt the value at this date of the contribution to 'allied solidarity', but will have no doubt about the service rendered by the little garrisons of Boulogne and Calais to the British Expeditionary Force and the French First Army. They engaged two of Guderian's three armoured divisions and held them during most critical days. By the time the Germans had taken Calais and Boulogne and had 'sorted themselves out', the divisions of the British III Corps had been moved west to face them, covering the rear of the British Expeditionary Force and guarding the routes for the final withdrawal to Dunkirk.

The 20th Guards Brigade at Boulogne were fortunate in that, having proved their mettle, they were withdrawn to fight another day. The 30th Brigade and the rest of the Calais garrison were less fortunate in that, having proved their mettle, they were withdrawn to fight another day. The 30th Brigade and the rest of the Calais garrison were less fortunate in that regard, but they gained the distinction of having fought to the end, at a high cost of life and liberty, because this was required of them. They helped to make it possible for the British Expeditionary Force to reach Dunkirk and by their disciplined courage and stout-hearted endurance they enriched the history of the British Army.


Officers and men, many of them wounded, who fell into the enemy's hands that Sunday evening and went with Brigadier Nicholson into captivity which was to last for years, compiled a number of records of what happened in Calais. Brigadier Nicholson had not finished writing his own version when he died in a German prisoner-of-war camp. But other versions were completed and they give a detailed and vivid picture of the fighting till, in the end, its coherence dissolved as dwindling groups fought uncoordinated actions in the rubble. Any student of these accounts must be struck by the high spirit with which their tale is told, by the unquestioning loyalty which all-unconciously they reveal. Nowhere is there any sign of the bitterness of defeat, any hint of complaint, any suggestion that they were hardly used. There is only a plain account of the fight they fought, and a sober satisfaction in what they did. One regimental record, written by an infantryman during the years of his imprisonment, concludes with a sentence which typifies the spirit of them all: 'It would not be easy to find any who regret the days of Calais.'[54]

They were picturesquely, if inaccurately, described in the War Diary of the German 10th Division, as belonging, for the most part to 'the Queen Viktoria Brigade, a formation well known in English military and colonial history'.15[55]

In order that the military action at Calais could be read as an uninterrupted story the Royal Navy's part in the operations has been left to the end. It began with the transhipment of the troops and the sending over of the usual demolition party. It continued at intervals with the landing of rations and ammunition, the embarkation of wounded and the bombardment of shore targets. It ceased only when the German ordered that no further evacuation, would take place. The ships employed included the destroyers Grafton, Greyhound, Wessex, Wolfhound and Verity and the Polish ship Burza. Of these the Wessex was sunk by enemy bombers and the Burza was damaged. And when evacuation of the fighting troops was topped Sir Bertram Ramsay, the Vice-Admiral, Dover, sent over a number of small craft in the hope that more of the men not required for the garrison might still be got away. The launch Samois made four trips into the beleagured port and each time brought away casualties, and the echo-sounding yacht Conidaw berthed early on the 26th, grounded on a falling tide and remained there under fire till the tide rose again in the afternoon, and then sailed with 165 men including a remnant of the Royal Marine harbour-guard whose officers had all been killed or captured.[56] Others similarly brought away many of the casualties. Only after the fighting ceased and Calais was in enemy hands did the Navy's efforts also come to an end.


The Royal Air Force put forth a big effort to cover our troops in the coastal area during these days. Their intervention in the Luftwaffe's attack on Boulogne on the 23rd has already been mentioned (page 156). On the 24th twenty fighter patrols at squadron strength were flown and there were some hard combats with much larger German formations. Ten of our aircraft failed to return; but the enemy lost in all twenty-four aircraft and had twelve seriously damaged. On the 25th there were twenty-one bomber sorties by day (on which two Blenheims were lost) and 151 fighter sorties when, again, two aircraft were lost. But the enemy return of daily losses shows twenty-five lost and nine damaged. Finally on the 26th a similar programme was carried out. No bombers and only six out of 200 fighters employed were lost. The German Air Situation Reports complain of strong fighter opposition in the coastal area, the enemy aircraft 'operating from bases in southern England'. According to their return of daily losses over France and Belgium 160 of their aircraft were destroyed or damaged in the five days of 22nd to 26th May. In the same period our corresponding total was 112.[54]

There is a footnote to this story. At first light on May the 27th, in response to a request from the War Office received on the evening of May the 26th, twelve Lysanders dropped supplies of water in Calais and at ten o'clock in the morning seventeen Lysanders dropped supplies of ammunition in the Citadel while nine Fleet Air Arm Swordfish bombed enemy gun posts near the town. Three Lysanders failed to return and one of the Hectors which accompanied the Swordfish crashed at Dover.[58] But unknown to Whitehall the Citadel had fallen before the War Office request was made to the Air Ministry; Calais was in enemy hands on the evening before the Lysanders set out on their costly mission.



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1 Général J. Armengaud: Le Drame de Dunkerque. Plon, Paris, 1948 (hereafter referred to as Armengaud), p. 105. See Appendix II, p. 385.

2 Armengaud, p. 104. See Appendix II, p. 385.

3 See Appendix II, p. 385.

4 Ibid.

5 See Appendix II, p. 385.

6 Ibid.

7 See Appendix II, p. 385.

8 Ibid., p. 386.

9 Armengaud, p. 121. See Appendix II, p. 386.

10 Laurence Sterne: Tristram Shandy.

11 Armengaud, p. 118. See Appendix II, p. 386.

12 See Appendix II, p. 386.

13 See Appendix II, p. 386.

14 See Appendix II, p. 386.

15 See Appendix II, p. 387.

Transcribed and formatted for HTML by David Newton, HyperWar Foundation