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Monday, May the 20th, was for Lord Gort a day of manifold anxieties. Enemy pressure on the main Escaut front increased throughout the day and his corps commanders warned him that they could not hold the position for long. He had done all he could to cover his lines of communication from the German advance through the gap farther south by measures about to be described. These were soon to be tested, for the enemy's armoured divisions began crossing the Canal du Nord very early in the morning.[1] To add to his troubles the Chief of the Imperial General Staff arrived from England early that day with Cabinet instructions which Lord Gort felt to be impracticable. It will be convenient to consider these three reasons for his anxiety in turn.

The troops had had an anxious and exhausting four days by the time they reached the Escaut and they had no respite there. The enemy was not yet in a position to launch a serious attack, but he was in close contact everywhere and at both extremities of our front began to probe our defence. On the I Corps front, in the south, he found a thinly held sector near Bruyelle and at the end of the day's fighting had a small post on our side of the river, though counter-attacks had driven back other parties which succeeded in crossing Company Sergeant-Major G. G. Gristock of the 2nd Royal Norfolk Regiment was awarded the Victoria Cross for his gallant part in this fighting.[2] As reliefs were taking place that night, the further counter-attack needed to dislodge the enemy was delayed and as a result there was hard fighting in the area during the day which followed. The centre of our front was comparatively quit, though enemy guns and mortars were active and their reconnaissance planes flew unmolested overhead. Our own artillery dispersed a number of concentrations preparing to attack, but artillery ammunition was running short and II Corps orders were issued restricting its use to five rounds per guns per day.[3] The most dangerous point, as it turned out, was at the northern sector, held by the 44th Division. There was elsewhere our forward defence line was meant to cover the river. But the positions actually taken up by the right of the division lay on rising ground 800 to 1,000 yards from the river banks and insufficient care was


taken to cover the banks at night. The enemy established himself on our side of the river during hours of darkness and was well placed for a further advance next day. Counter-attacks failed to dislodge him. It was clearly that it would be difficult to prevent further penetrations on a thirty-mile front without larger reserves for counter-attack than were then available.

But it was to the south of our main front, in the gap beyond the French First Army (which was on our immediate right), that the greatest danger threatened. The French line ran from Maulde to Valenciennes but was then folded back to Douai and Arras. This withdrawn flank faced south and between it and the Somme the French now offered no organised resistance. On the 17th of May, while the withdrawal to the Escaut was in progress, General Georges had ordered the British 23rd Division to occupy sixteen miles of the Canal du Nord,[4] which runs from Douai to Péronne across the path of the oncoming enemy. The southern fourteen miles was to be held by French troops but they in fact never arrived, for the power, and above all the speed, of the German advance defeated all the French Command's efforts to reconstruct the front and close the gap. Command Pierre Lyet, whose account has already been quoted, says that 'surprised by an audacious attack on the centre … when they were expecting an operation on the outer flank as in 1914, our High Command had also to face new methods, the efficacy of which they had under-estimated and so they were unable to foresee the result. They failed to realise the tempo of the rhythm of battle dictated by the enemy. Every manoeuvre, conceived on too short-term a basis, was already outstripped by events at the very moment of its translation into orders. For eight days the Command lacked either the power or the understanding to adjust its own conceptions effectively'.1 Thus it was that, after their initial breakthrough, the German armoured divisions of Rundstedt's Army Group A met only piecemeal opposition from the battered elements of the French armies in uncoordinated positions. Fighting at some points was bitter and prolonged: at others resistance was weak and in wide stretches of territory it was non-existent.

Lord Gort's task was to hold the thirty-mile sector of the Escaut position. In face of the growing threat to that line from the German Army Group B, this alone was a big responsibility, for not only were the fortunates of his own army at stake, but the fate of the Belgian Army on his left and of the French First Army on his right depended on his ability to maintain unbroken his central, key position in the Allied front. It was a task which demanded his whole mind, but he knew now that the French Command had been unable to close the


gap in their front and the growing threat to his communications and the danger of encirclement competed for his attention. He knew that when the German armoured divisions reached the Canal du Nord the 23rd Division could do little to stop them. He realised that his lines of communications with the distant supply bases in Normandy were in imminent peril. The danger lay in territory for which he was not responsible, but as the French Command appeared unable to avert it he had done the only thing in his power to delay a calamity which he had no means to prevent. The 12th Division had been ordered to cover Albert, Doullens, Amiens and Abbeville, all considerable towns and important traffic centres.[5] Thus the 12th and 23rd Divisions were alone interposed between the oncoming German armies and the sea.

To appreciate the significance of this fact and of the events which followed, it is necessary to know the respective strengths and characteristics of the forces now to be opposed in the thirty-mile-wide belt of rolling country which lies between the Scarpe and the Somme.

The leading German forces which approached the Canal du Nord—the eastern boundary of this belt of country—were the 1st, 2nd, 6th, 7th and 8th Armoured Divisions. They were part of the forces grouped under Generals Kleist and Hoth, and formed the spearhead of Rundstedt's' Army Group A; close behind them were the 5th and 10th Armoured Divisions. They had had casualties both in men and machines before they reached the Canal du Nord and their exact strength at this date cannot now be determined. But on May the 10th, according to a German return, the five armoured divisions which were to lead the advance on this day had then comprised seventeen tank battalions in all, armed with over 900 guns (2ˇ0, 3ˇ7 and 7ˇ5 cm) and over 2,000 machine guns. Apart from other units they also included some fifteen battalions of motorised infantry and five motor-cycle battalions: and twelve batteries of field and medium guns in addition to anti-tank and anti-aircraft artillery.[6]

The two British infantry divisions which alone stood between this force and the English Channel were less formidable. The 12th and the 23rd Divisions were two of the three Territorial divisions (the other was the 46th) which had been sent out from England during the spring for labour duties and to continue training. Most of their time in France had been spent on various works of construction in rearward areas. Their training was far from complete and they were not equipped as fighting divisions. Armament and transport were on a much reduced scale; they had divisional engineers but no artillery; signals and administrative units were only in skeleton form. The total strength of each was little more than half that of a normal division. The 23rd Division had only two instead of the usual three brigades. The 12th Division, which was to be distributed in four widely-separated


towns, was now provided with the artillery protection of an improved troop of four field guns manned by personnel from a Royal Artillery school of instruction. The 23rd Division fared somewhat better; they were found eleven field guns from the same source, and two 4ˇ5-inch howitzers. But they had no artillery instruments eleven of the guns could only fire over open sights—the others had no sights at all.[7]

The seven German armoured divisions consisted largely of experienced and seasoned troops; many had fought victoriously through the Polish campaign, and they had so far overcome all Belgian and French opposition and had already penetrated about 100 miles into enemy country since they crossed the Meuse. The two British Territorial divisions 'had never heard a shot fire in anger'.

By the evening of the 18th, the few British pawns were being set out on the board. The 23rd Division was on the Canal du Nord—the 69th Brigade with its left in touch with the French First Army at Arleux; the 70th with its right (in the air) at Ruyaulcourt, half-way between Douai and Péronne. The 12th Division was moving into the positions ordered. Its 36th Brigade had put two battalions at Doullens and sent one—the 7th Royal West Kent—to Clery sur Somme to cover the western exits from Péronne with the help of the four field guns which constituted the whole of the division's artillery. The 37th Brigade—less the 2nd/6th East Surrey—was caught entrained at Amiens in a heavy bombing attack by the German Air Force, and one of the trains was wrecked.[8] But the troops were extricated and its two battalions moved out to the south of Amiens. The 35th Brigade arrived somewhat later at Abbeville and occupied positions on the north-east and south-east of the town.

On the evening of the 18th, advanced troops of the German 1st Armoured Division reached the Canal du Nord and occupied Péronne.[9] Some tanks and infantry then pushed out from the western exits but they were met by the fire of the Royal West Kent battalion and of the four field guns. Fighting continued till darkness fell, when the enemy, having made no headway, drew back into Péronne. The Royal West Kent and the troops of field guns now received orders to retire to Albert and moved in the night without interference, first to Acheux on the north-west, and later to the town itself.[10]

On the 19th the Germans reached the Canal du Nord in force. The 7th Armoured Division surrounded Cambrai and approached Marquion where the Arras road crosses the canal. On its left, advanced troops of the 8th and 6th Armoured Divisions crossed the canal and formed bridgeheads at Inchy et Artois and east of Beaumetz les Cambrai without meeting opposition. The 2nd Armoured Division got nearly as far west as Combles, and the 1st began to form a bridgehead over the canal to the west of Péronne


also south of the Somme. Immediately behind the two flank divisions were the 5th Armoured Division (on the north) and the 10th (on the south).[11] The positions are shown on the situation map facing page 86. Meanwhile the line of the canal having been outflanked in the Péronne sector which was to have been held by French troops, the 23rd Division were ordered to fall back.[12] The 69th Brigade were to withdraw to the Scarpe on the east of Arras, and did so during the night without enemy interference; the 70th Brigade were t move to the west of Arras and cover the Arras–Doullens road as far south as Saulty.

The infantry of the 70th Brigade had had much marching and little rest in the past two days, and Brigadier Kirkup decided to ferry as many as possible in the scratch collection of transport which the brigade had accumulated. The troops marched to Neuville Vitasse during the night of the 19th/20th and rested there till daybreak. Then in the early hours Brigade Headquarters were opened at Gouy by 4 a.m. and the advance parties were taken to the Saulty and Beaumetz les Loges on the Arras–Doullens road. The transport then went back to begin ferrying the battalions, which were to march meanwhile and be picked up by the transport en route. Enemy aircraft were already active, so the infantry marched in open formation with wide intervals. The transport duly met their leading units on the road which runs through Mercatel, Ficheux and Blairville, and picked up a battalion headquarters and a considerable body of Royal Army Ordnance Corps men and some Auxiliary Military Pioneers, mostly unarmed, who ha joined up with the brigade. They had hardly re-started westwards when they ran into the enemy. At the same time, tanks of the German 8th Armoured Division who, also, had moved at daybreak, attacked the marching companies. The latter, as explained above, were widely dispersed and though they fought stoutly they were not match for the tanks. Comparatively few got back; those who managed to break away made for Brigade Headquarters. But the enemy tanks also pressed westwards the Brigade Headquarters was itself compelled to fall back, first to Berles, then to Mingoval, and finally to Houdain. There remnants of the battalions were eventually collected. That night Brigade Headquarters and the survivors of three infantry battalions and some Engineers who had joined then numbered in all 14 officers and 219 other ranks.[13]

The German 7th Armoured Division had been attacking Arras all day without success for the garrison prevented all attempts to enter the town. Major-General Rommel, who commanded this division, went forward with his advanced armour. They reached Beaurains, but the rest of the division were slow in following up so he


turned back with his signal detachment 'to re-establish communications'. Protected only by one tank and an armoured car he returned down the Arras–Cambrai road. In Vis en Artois he encountered 'heavy enemy tanks' which were in fact French cavalry patrolling to the south of the Scarpe. His War Diary says that these 'put his own tanks out of action and he was surrounded here for several hours with his Signal Staff.2[14] If only the French had realised this and collected their prisoners, much subsequent trouble might have been avoided.

During the evening a motorised division—the S.S. Totenkopf [Death's Head] Division began to come up on the left of the 7th Armoured Division carrying the encirclement of Arras a stage further.[15]

On the left of this S.S. division, the 8th Armoured Division, after its encounter with the 70th brigade near Ficheux and Blairville, went on through Saulty and Avesnes le Comte, and by nightfall not only reached its objective at Hesdin but had advanced units at Montreuil. The 6th Armoured Division meanwhile reached Doullens.[16] There they met the battalions of the 36th Brigade, who fought so gamely, though hopelessly outnumbered, that the town was in enemy hands only just before nightfall.[17] The German War Diary says they met for the first time' English troops who fought tenaciously (a battalion of the Buffs) … The battle for Doullens claimed the whole attention of the troops. In spite of the use of numerous tanks it was only possible to break down their resistance after about two and a half hours.'3[18] But other advanced formations had meanwhile pressed on and reached Le Boisle.

The German 2nd Armoured Division went straight to Abbeville. There the tanks broke in between the positions held by the battalions of the 35th Brigade. There was another unequal fight but the Territorials were gradually overcome and only remnants managed to get back across the Somme.[19] The enemy occupied the town that night. On the way they had overrun the troop of field guns behind Albert. It had exhausted its ammunition and the German War Diary speaks of it as 'a troop of English artillery without ammunition on a field exercise'.4[20]

The German 1st Armoured Division had an equally successful day.[21] The Royal West Kent battalion at Albert fought hard to stop them but were overwhelmed, and the tanks went on to take Amiens and to establish a considerable bridgehead south of the Somme. In doing to they destroyed the 7th Royal Sussex (37th Brigade) which stood and fought to a finish.[22]

At the end of this momentous Monday the enemy were masters of


Albert, Doullens, Amiens and Abbeville—with Montreuil thrown in for good measure. The whole tract of country between the Scarpe and the Somme was in their hands; the British lines of communication were finally cut; and the way to the Channel ports was open. The 12th and 23rd Divisions, as divisions, had practically ceased to exist.

Was their sacrifice on that day justified? The War Diary of the German XXXXI Corps says of the 6th and 8th Armoured Divisions that 'from about 1300 hours onwards they were only able to gain ground slowly and with continual fighting against an enemy who defended himself stubbornly'.5[23] This is notable praise of the fighting quality of Territorial infantry who in widely dispersed units fought armoured divisions far stronger numerically and incomparably better armed.

One of the Territorial battalions which indeed fought courageously and suffered heavily claimed afterwards with pride that they had delayed the German advance for five hours.[24] It is a modest estimate of what these two Territorial divisions did to damage and delay the enemy's forces. But it may perhaps be accepted, with this important rider—at this time every single hour's delay was of incalculable service to the rest of the British forces in France.

The battalions principally involved in this day's unequal fighting were:

Of the 23rd Division:
1st Tyneside Scottish (Black Watch) and the 10th and 11th Durham Lift Infantry, who fought on the Mercatel, Ficheux, Blairville road.
Of the 12th Division:
7th Royal West Kent who fought near Pęronne and in Albert; 6th Royal West Kent and 5th Buffs at Doullens; 7th Royal Sussex south of Amiens; and the 2nd/5th, 2nd/6th and 2nd/7th The Queen's Regiment at Abbeville.

It remains to examine why our air force played so comparatively small a part in these critical hours.

At half past eight in the morning Hurricanes of the Air Component on reconnaissance reported a continuous column with its head halted at the Marquion crossing of the Canal du Nord and others on the canal further south. Extensive fires were also seem in Cambrai, Douai, and Arras, which the German Air Force had been bombing heavily earlier in the morning. The Director of Plans from the Air Ministry (Air Commodore J. C. Slessor) was that morning at General Headquarters, having come from England to arrange for the withdrawal


of the Air Components to an English base. In his own words 'the news from Arras became more and more menacing and all available bombers in the Component were told off to go and try to delay the tank columns converging on Arras. …[25] But just as the bombers of the Advanced Air Striking Force had been moving to safer bases during the three days in which the Allied retreat to the Escaut was taking place, so now most of the Air Component was busy completing the move to its new base in England. The conditions necessary to collect and summarise quickly information received by the Advanced Air Striking Force in the south, but the Air Component remaining with the British Expeditionary Force in the north and by the Air Ministry at home no longer obtained. It was difficult to coordinate the operations of two air forces in France and a third in England, especially when squadrons in France were constantly having to move with inadequate transport and many were operating now from partly prepared airfields lacking inadequate telephone arrangements. These and other factors all combined to make impossible an immediate response to requests that fleeting targets should be attacked.

It is difficult to see how conditions could have been improved. The Advanced Air Striking Force was virtually cut off from effective communication with the British Expeditionary Force by the German forces which separated them. Similarly the Air Ministry and the squadrons now stationed in England were too far away for close cooperation with the Army in France. But the progress of the German advance through the gap in the French front made it impossible to retain large air forces behind the British Expeditionary Force in the shrinking country north of the gap.

From England two squadrons of bombers with fighter protection were ordered to attack the columns which had been reported at 8.30 in the morning.[26] The first was over the target area at 11.30 and bombed a closely packed column moving west across the Bapaume road; the second, arriving shortly after, saw only a few enemy troops. In such quick-moving warfare both were, of course, too late for the original targets. Targets reported at 8.30 were 'cold' three hours later. Long before 11.30 the leading units of six armoured divisions had advanced across the Canal du Nord, as has already been told. By noon the divisions were widely dispersed in the country between Arras and the Somme.

Soon after noon General Georges renewed his request that all available bomber forces should be directed to attack the enemy columns in the triangle Cambrai–Arras–Péronne. It was than agreed between Air Marshal Barratt and the Air Ministry that, notwithstanding the conclusion reached before (as recorded in the previous chapter), the maximum Blenheim effort should be exerted by day so long as fighter cover could be provided.[27]  Yet only


one further attack was ordered on this day, and that was very effective. Again two squadrons were directed to attack columns approach Arras from Bapaume which had been reported by French aircraft at two o'clock in the afternoon. The first Blenheim squadron arrived over the area only at half past six, and attacked columns near Albert and Doullens to the west of Arras. The second found only small enemy concentrations and bombed a village on the Bapaume–Arras road 'to create a block'. To state it bluntly the Air Force took no effective part in the fighting on this most critical day. And though 130 bombers of Bomber Command and the Advanced Air Striking Force attacked a wide variety of 'collaboration' targets during the night, it is impossible to conclude that their action had any very significant effect on the course of the battle. Fortunately all but five returned safely.[28]

But in spite of all these adverse happenings Arras still held out though more than half surrounded, and in order to be ready to check the enemy pressure at this important point, the 1st Army Tank Brigade and the 5th Division had been ordered to join the 50th Division in the Vimy area to the north of the town in preparation for offensive action. This force was to be known as 'Frankforce'.[29]

The third matter to claim Lord Gort's attention on this critical day was of another kind. At eight o'clock in the morning General Sir Edmund Ironside, Chief of the Imperial General Staff, arrived at the Command Post, having flown from England. He brought with him an instruction from the War Cabinet, which became known as Order A and which read:

  1. The Cabinet decided that the C.I.G.S. was to direct the C.-in-C. B.E.F. to move southwards upon Amiens attacking all enemy forces encountered and to take station on the left of the French Army.
  2. The C.I.G.S. will inform General Billotte and the Belgian Command making it clear to the Belgians that their best chance is to move tonight between the B.E.F. and the coast.
  3. The War Office will inform General Georges in this sense.[30]
The genesis of this intervention by the British War Cabinet was the conversation which Lord Gort's Chief of Staff had had with the War Office on the 19th (page 60). General Pownall had then told the War Office that, as the French appeared unable to take effective action to close the gap in their front, Lord Gort was being forced to consider the possibility that he might have to withdraw towards the coast. This conversation had one good result. It led the War Office that day to initiate discussions with the Admiralty on the practicability of evacuation from Dunkirk[31] and was thus the first step


towards an operation which had such far-reaching consequences. But its other immediate effects were less happy.

On Sunday, the 19th May, at a meeting held at half past four in the afternoon, the Chief of the Imperial General Staff told the War Cabinet of the telephone conversation between General Pownall and the War Office, at which the possibility that the British Expeditionary Force might be compelled to withdraw to the coast had been mentioned.[32] General Ironside went on to say that this course could not be accepted: instead, the British Expeditionary Force should move south-west through the Béthune–Arras area in order to get back on the lines of communication and fight it out alongside the French. The latest information he had was in a note reviewing the position as it was known to the War Office that morning. This argued:

Unless, therefore, the French are in a position to launch an organised counter-offensive on a large scale, the chances of preventing the German thrust reaching the sea are receding …

If a counter-offensive is considered impossible the only alternative would be to endeavour to hold the general line Ham–Péronne–Douai for sufficient time to enable the Allied left wing to withdraw to the line Péronne–Amiens–the sea …

… The Germans cannot yet by in any great strength and must be considerably disorganised by demolitions, the distance they have marched, and above all by air action … The present appears a favourable moment, with the German mechanised forces tired and main bodies strung out.[33]

But while this reasoning convinced General Ironside and the War Cabinet, Lord Gort  on the spot knew that if the Germans were 'tired' the French were certainly more tired. There was no indication that they could stage 'an organised counter-offensive on a large scale', and what appeared to the War Office as the 'only alternative' was in his view impracticable. 'The general line Ham–Péronne–Douai' had already been broken on the 19th when the Germans reached the Canal du Nord and took Péronne; and by the morning of the 20th, when General Ironside reached Lord Gort's headquarters, the enemy were crossing the canal in force. The right flank of the British Expeditionary Force was already turned; it seemed to Lord Gort that at all costs he must prevent the left flank from also being turned, as it must be if its junction with the Belgians were severed. If the French could not close the gap the only practical course, as Lord Gort saw it, was to withdraw northwards. He explained this to General Ironside and, in the absence of any fresh orders from the French commander under whom he served, he proceeded with arrangements for the limited offensive action south of Arras for which he had already ordered the 5th and 50th Divisions to prepare.

It will be easier to appreciate what else happened at this higher


level of command if it is deferred to another chapter. But it must be said here that Lord Gort had a high sense of the soldier's duty of obedience, and throughout this critical day and those which followed he was troubled by the fact that he felt unable to implement the order of the Cabinet.

The last entry in Army Group A War Diary for May the 20th includes the following reflections: 'Now that we have reached the coast at Abbeville the first stage of the offensive has been achieved … The possibility of an encirclement of the Allied armies' northern groups is beginning to take shape.'6[35] As it turned out, Lord Gort's adherence to the course he knew to be right prevented 'the possibility of encirclement' from being fully realised and kept the way to the coast open till the British Expeditionary Force in the north and part of the French First Army had been evacuated.


German advance to the sea, 20th May 1940

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1 Lyet, pp. 71–74. See Appendix II, p. 378.

2 See Appendix II, p. 378.

3 Ibid.

4 Ibid.

5 See Appendix II, p. 378.

6 See Appendix II, p. 378.

Transcribed and formatted for HTML by David Newton, HyperWar Foundation