Title Graphic



20th May to 22nd May, 1940

While the Arras counter-attack was in progress, events of great significance were taking place at a higher level. Something of what happened on May the 20th has already been told, but it remains to complete the account of high-level moves on that day and on the two which followed.

It will be remembered that on May the 20th the last attempt to stem the flood which broke the Meuse barrage had failed. The enemy had reached the sea and the Allied armies were finally cut in two; the crucial testing time for Allied generalship had been reached. The last and indeed only definite order which Lord Gort had received from the French Commander under whom he served was to withdraw to the Escaut and hold that line. This he had carried out; his troops stood where they had been ordered to stand, between the French First Army and the Belgians. Early on May the 20th he had received the War Cabinet's Order A (page 83) but orders necessary to implement the policy it embodied had not been issued by his French superiors, and only they could translate policy into action. At this most critical juncture the French High Command proved unable to exercise effective control.

The normal order of things was in fact reversed, and while Cabinets, Councils, Conferences and High Commanders decided what must be done to meet the overall situation as they saw it, subordinate commanders in the field decided what could be done, and countered each order of the High Command with reasons why it could not be carried out. And always in the end it was the subordinate commanders' views which prevailed. Vigorous splashing at the centre produced only feeble ripples at the circumference. Orders grew ever weaker as they passed each link in the chain of command. Large-scale plans and high-sounding exhortations to 'fight like tigers' or 'like dogs' were, alas, to prove no substitute for definite and practical orders.

There was much coming and going, much writing the telegraphing and telephoning, conference succeeded conference, and many people were involved. On the French side, the government was reconstructed, and M. Paul Reynaud, the Prime Minister, became Minister for National Defence and War, while General Weygand succeeded General Gamelin in Supreme Command of the Allied


Forces. They were involved. So, too, were General Georges as Commander of the Armies of the North-East, and General Billotte as Commander of the First Group of Armies, with which was now included the British Expeditionary Force. On the British side, General Sir Edmund Ironside, Chief of the Imperial General Staff, and General Sir John Dill, his deputy, both came over to France to take a hand. The British Prime Minister intervened vigorously, and flew to Paris during the week to press his views in person. Finally there was the King of the Belgians, with Admiral of the Fleet Sir Roger Keyes at his side. All these were involved in the making and modifying of plans—which in the end came to nothing.

The War Cabinet's opening move has already been told. After General Ironside had handed their 'Order A' to Lord Gort early on May the 20th he was convinced by the latter that any large-scale operation of the kind envisaged by the Cabinet must be mainly dependent on the action of the French. He sent a telegram to General Georges urging immediate action by the French Army, but informed the Secretary of State for War by telephone that the 'difficulty of disengaging completely on the Scheldt [or Escaut] is that the enemy now approaching in considerable strength will certainly slip through any gap round the B.E.F.'s left'.[1] He then went to meet Sir Roger Keyes and explained to him the Cabinet's instruction. Afterwards with General Pownall he visited General Billotte at Lens to urge French cooperation in the limited counter-attack south of Arras which Lord Gort had ordered for the 21st. He was no longer advocating that the British Expeditionary Force should 'move south-west' to rejoin the French armies south of the Somme. He realised how difficult was the prevailing mood of the French Command, for he telegraphed the Secretary of State for War that 'any brusque order such as was sent last night might upset things' and added 'can't do anything in a hurry'.[2]

From French Headquarters Sir John Dill, who had not seen Lord Gort and who had therefore an imperfect knowledge of the situation in the north, sent an account for his discussion with General Weygand and General Georges to the Prime Minister:

I said that the British Government were most anxious that the B.E.F. should continue to act in the closest cooperation with the French Army under General Georges. I was, however, confident that, unless the most energetic measures were taken the communications of the B.E.F. would be cut and we should then have to take what steps we could independently for the security of our forces and this might involve withdrawing to cover the Channel ports. I explained that in your view and, indeed, in the view of all of us, a move southwards by the armies acting under General Billotte was the only means


General Maxime Weygand

Succeeded General Gamelin as Commander-in-Chief of the French Army on the 20th of May, 1940

of restoring the situation. I added that the B.E.F. were fully prepared to play their part in this operation.

I then asked General Georges if I could assure my Government that a bold stroke southwards would be made. His reply was that General Billotte's first preoccupation was to block the holes and that the movements of his First Army were mad to that effect and indeed that was at the moment all that Billotte was planning to do.

At this moment a call came through from General Billotte and General Weygand asked to speak to him. General Weygand spoke in the most energetic terms. He said that the decisive moment of the battle had arrived and it was essential that he, Billotte, should thrust southward in the direction of Cambrai with all his strength. This attack must be made regardless of loss. Infantry must attack tanks and artillery be pushed forward to meet them ….[3]

This brought a characteristic rejoinder from the Prime Minister. He was horrified, he said, to learn that General Billotte's main preoccupation had been to stop holes. We had to punch holes, not to stop them. This was to be pointed out to General Georges in Mr Churchill's name.[4]

Lord Gort learned during the day what were the Belgian King's reactions on being told of the Cabinet policy. Sir Roger Keyes reported:

The King pointed out that the Belgian Army existed solely for defence, it had neither tanks nor aircraft and was not trained or equipped for offensive warfare. He also told me that in the small part of Belgium left there was only sufficient food for fourteen days, possibly less, owing to the influx of refugees.

He did not feel that he had any right to expect the British Government to consider jeopardising perhaps the very existence of our ten divisions in order to keep contact with the Belgian Army. He wished to make it clear that he does not want to do anything to interfere with any action which may be considered desirable for the B.E.F. to undertake towards the south, if the circumstances make it necessary.

He realises, of course, that such action would finally lead to the capitulation of the Belgian Army.

The King asked me to try to ascertain the intentions of the British Government, if the German thrust towards the sea succeeds in separating us from the main French forces in the south ….[5]

It was a pertinent question, for this was the day on which the German 'thrust towards the sea' did in fact succeed in 'separating us from the main French forces in the south'.

Last thing on the night of the 20th the Prime Minister sent the following telegram to Sir Roger Keyes with a copy to Lord Gort:

Weygand is coming up your way tomorrow to concert action of all forces Essential to secure our communications southward and to strike at small bodies intruding upon them. Use all your influence


to persuade your friends to advance southwards to conform to our movements. We must preserve power to advance southwards and make effort to regain local initiative. Belgian Army should keep hold of our seaward flank. No question of capitulation for anyone. We greatly admire the King's attitude. German thrusts towards the coast must not succeed in separating us from main French forces. Have complete confidence in Gort and Weygand who embody offensive spirit vital to success.[6]

This was the only information of General Weygand's visit to the north which reached Lord Gort; it gave no indication of where or when the meeting would take place and by the time it reached him should have read 'today' rather than 'tomorrow' for it was not dispatched till the early hours of the 21st.

That morning, the 21st, Lord Gort informed the Secretary of State for War that he could not immediately carry out the War Cabinet's 'Order A':

Am at present in close contact along my front and subject to attack. I hold Arras and Allied counter-attack going in this morning general direction Cambrai. My only reserve at present is one light reconnaissance brigade but hoping to get one division relived by Belgians tonight. Reliable report received enemy mechanised column approaching Abbeville early this morning. Until situation on First Army front and to south of me is fully re-established my withdrawal south-west is in my opinion entirely impossible.[7]

To this Mr Eden answered:

All your immediate proposals approved, and we have full confidence in your discretion. Naturally Weygand will today concert the action of the three Allied Armies concerned. Dominating object must remain to ensure your power to retreat down your communications through Amiens, should this be enforced upon you. Pray keep us informed.[8]

During the morning General Sir John Dill again saw General Georges and gave him the Prime Minister's declaration that this was not a time to plug holes but to punch them. He was told that General Billotte was 'said to be regrouping for strong offensive southwards but not yet ready to strike', and General Georges 'could not given time or details'. In reporting this General Dill added his personal impression that although it was intended to use French divisions coming up to the Somme for a simultaneous attack northwards 'I feel that any such action early improbably'.[9] He too seems to have sensed the enfeebling atmosphere at the high level.

On May the 20th the Howard-Vyse Mission had sent Lord Gort a telegram to say that General Weygand would arrive at Norrent Fontes aerodrome at nine o'clock on the morning of May the 21st, but the message miscarried;[10] there is no record of its receipt at Lord Gort's Command Post or at advanced General Headquarters, and


neither he nor General Pownall knew more than that Sir Roger Keyes had been told the Supreme Commander was 'coming up your way tomorrow'. In any case General Weygand's plans had to be changed. His plane landed near Calais on the morning of the 21st and he then arranged to meet the King of the Belgians and General Billotte at Ypres in the early afternoon; but he took no direct steps to inform Lord Gort of these arrangements or to invite him to Ypres.

There were three meetings that day at Ypres. At the first, General Weygand met the King of the Belgians and General van Overstraeten, his A.D.C. and Chief Military Adviser. At the second, General Billotte and General Fagalde were added. General Weygand then left. At the third meeting Lord Gort and General Pownall joined the French and Belgian members who had waited for their arrival. With the Belgian King were also General Champon, head of the French Mission at Belgian Headquarters, and Sir Roger Keyes. Two members of the Belgian Government, M. Pierlot, Prime Minister, and M. Spaak, Foreign Minister, also attended and thought they took no part in the military conferences they had discussions in turn with the King and General van Overstraeten, General Weygand and General Billotte.

Most of those who were present at Ypres have recorded their personal recollections of what took place. Naturally the picture varies with the point of view but these differences do but make what is common to all stand out more solidly.

The heart of the matters discussed was General Weygand's plan for an offensive designed to close the gap in the south through which the German armoured divisions had advance to the sea. His plan required a dual attack. Divisions of the French First Army and of the British Expeditionary Force would disengage and strike southwards while other French forces, assembling south of the Somme, would strike northwards to meet them. Until General Billotte arrived at the meeting, and in the absence of Lord Gort, the parts to be played by the French and British could not be decided, but General Weygand explained that the Belgian role would be to safeguard the Allies' left and rear. To do this they should withdraw to the Yser; there the Allied front would be consolidated and shortened and British divisions could be freed for the offensive southwards. General van Overstraeten replied that it had been 'absolutely necessary to suspend withdrawal because the divisions were beginning to disintegrate under a succession of night retreats—the bane of discipline'.1

Then General Billotte arrived. According to a report of General van Overstraeten, after hearing General Weygand's plan General Billotte explained that the French First Army was in a very confused situation,


tried and severely tested, incapable of launching an attack, barely capable of defending itself. In his view the British Army alone still constituted a powerful offensive element. As a result of these Franco-Belgian discussions General Weygand proposed that, if General van Overstraeten's statement that the Belgian Army could not withdraw to the Yser were maintained, it should extend its present front and so relieve part of the British Army for offensive action.

Meanwhile the King and General van Overstraeten had urged that an effort should be made to bring Lord Gort to the meeting since nothing could be settled without his views being known. General van Overstraeten tried to reach him on the telephone and, failing in this, motored with Sir Roger Keyes to Hazebrouck where Lord Gort was thought to be. There they traced him to the Command Post at Premesques (he had waited all day for news of General Weygand's visit), told him of the meeting which was then taking place, and arranged that he and General Pownall should got at once yo Ypres. When they arrived they found that General Weygand had already gone.

The third meeting then began. General Billotte reported what had taken place and Lord Gort in turn explained the British situation. The counter-attack at Arras was in progress. All his available reserves were committed, and he could only join with the French in a further offensive if some of his divisions now in the line could be relieved to form a reserve; moreover his rear was now seriously threatened, and he could not continue to hold the Escaut line. It was eventually agreed that the Belgian Army would withdrawn to the Lys and the British Army to their old position on the French frontier between Maulde and Halluin; and in order to free British divisions the Belgian Army would relieve one and the French First Army two. Neither could do this however till the night of the 23rd/24th. The relieved divisions could not therefore be ready to attack before the 26th at the earliest. It was evident to Lord Gort, as to the French, that sooner or later the Belgian Army would have to swing back to the Yser but when the matter was raised again all that the King would agree was that if he were forced to withdraw from the Lys no alternative to the Yser existed. Beyond this he would not commit himself.

The significance of this question can best be appreciated by reference to the adjoined sketch map.

It will be seen that on the line of the Yser and the frontier the Allies would stand shoulder to shoulder, facing the enemy on a short and compact front. On the other hand withdrawal to the Lys would do nothing to strengthen the Allied position—would in fact make it more dangerous. For the Belgian line on the frontier would lie at right angles, inviting an enemy to attack where the two fronts hinged. If then the Belgian Army were forced


The Escaut, Frontier, Lys and Yser Lines


back at this point they must inevitably go northwards; the Belgian Army would thus be separated from the Allies, and could not for long avoid surrender. No one present can have failed to appreciate what was involved in this question. In maintaining that the Belgain Army could not withdraw to the Yser, the King and General van Overstraeten were in effect accepting defeat. Indeed M. Pierlot, who met the King after seeing General Weygand, says: 'The King considered the position of the armies in Flanders almost if not quite hopeless'. He also says that when asked if the French Supreme Commander had not 'a right to give orders for a counter-attack, the King replied in the negative, emphasising the fact that in reality unity of command did not exist'.2

These Ypres meetings are significant not for what little was decided but for the absence of decision as to the proposed offensive; and above all for the appalling absence of confidence which was revealed. General Weygand had no confidence that he could order withdrawal to the Yser for he was written since of 'the orders I had given, or rather, tried to get others to accept'.3 The King (and his military adviser) had no confidence in the Belgian Army's ability to withdraw and, as he told his Prime Minister, considered the Allied position almost, if not quite, hopeless. General Billotte had no confidence that the French First Army could do more than hold on, for they were 'barely capable of defending themselves'. And Lord Gort? British divisions were that day counter-attacking at Arras, and, if other British divisions were relived, he was ready to join with the French in a further offensive. But after what General Billotte had said he could have little confidence that the First Army could join effectively in an attack. And after hearing the views of the Belgian King and General van Overstraeten he could no longer have any confidence in the safety of his left flank.

General Weygand had flown north to give a new and more vigorous lead to Allied commanders on the spot. The meetings at Ypres had settled little and finally broke up, according to General van Overstraeten, in a very depressed atmosphere.[11]

Then tragedy intervened. General Billotte was seriously injured in a motor accident on his way back to his headquarters and died in hospital two days later. There was no French commander with the northern armies who knew at first hand either General Weygand's plan for a counter-offensive or General Billotte's arrangement with the Belgian King and Lord Gort for withdrawal to the Lys and the frontier and the relief of British divisions. There was now no one to


coordinate French, British and Belgian actions. General Blanchard commanding the hard-pressed French First Army, did his best to act in General Billotte's stead, but he had neither the overall knowledge, the personal authority, nor the power of decision that were needed at this desperate juncture, and in any case three days elapsed before General Weygand confirmed his appointment to General Billotte's Command.[12] What had been largely true from the beginning of the offensive now became patently true. The conduct of Allied operations was not determined by the Supreme Command but by commanders on the spot.

By nightfall on this 21st of May the British counter-attack at Arras had been concluded, and although it had checked the enemy's advance and Arras was still held, some German forces were now facing north, their leading divisions ranged between Arras and St Pol and others farther west were ready to start next day for the Channel ports. They were well behind the British Expeditionary Force and firmly astride its lines of communication.

On May the 22nd the Prime Minister flew to Paris, where he met M. Reynaud, the French Prime Minister, and General Weygand at a meeting of the Supreme War Council. Later he sent a message to Lord Gort which read:

I flew to Paris this morning with Dill and others. The conclusions which were reached between Reynaud, Weygand and ourselves are summarised below. They accord exactly with general directions which you have received from War Office. You have our best wishes in the vital battle now opening towards Bapaume and Cambrai. It was agreed:

  1. That the Belgian Army should withdraw to the line of the Yser and stand there the sluices being opened.
  2. That the British Army and the French First Army should attack south-west towards Bapaume and Cambrai at the earliest moment—certainly tomorrow with about eight divisions—and with the Belgian Cavalry Corps on the right of the British.
  3. That as this battle is vital to both Armies and the British communications depend on freeing Amiens, the British Air Force should give the utmost possible help both by day and by night while it is going on.
  4. That the new French Army Group which is advancing upon Amiens, and forming a line along the Somme should strike northwards and join hands with the British divisions who are attacking southwards in the general direction of Bapaume.[13]

These decisions embodied the plan put forward by General Weygand at the Ypres meeting, though they took little account of what had been said there. Moreover paragraph two, as worded, was quite unpractical. In 1711 Marlborough's army, assembled for battle


before the French host on the west of Arras, could march off the field at a few hours' notice and deliver a decisive blow miles away to the east.4 But at no time in history could eight divisions—100,000 men—facing east and already engaged with the enemy, march away and attack south-west with so little preparation.

However, after the Paris meeting on the 22nd, General Weygand issued an Operation Order 'No. 1' which was far less specific. It read as follows:

  1. The group of forces for whose coordination the General Commanding the First Group of Armies is responsible under the Commander-in-Chief North-Eastern Front (the Belgian Army, the British Army and the French First Army) has the imperative task of preventing the German attack from making its way to the sea, in order to maintain contact between its armies, to restore contact with the main body of the French forces, and to regain control of the British lines of communication through Amiens.
  2. The only way to hold, and beat, the Germans is by counter-attack.
  3. The forces necessary for such counter-attack are already in being within the group, which is moreover much too thick on the ground namely:
    certain divisions of the First Army and the French Cavalry Corps; the British Army which could with advantage be moved in its entirety to the right of the disposition by accentuating the movements already begun, and by extending the Belgian Army's front.
    Finally, every effort must be made to obtain from the Belgian High Command the use of the Belgian Cavalry Corps.
    These counter-attacks will be supported by the entire strength of British air forces based in Great Britain.
  4. This offensive movement in a southerly direction should be protected on the east, by the Belgian forces retiring in successive bounds on to the line of the Yser.
  5. This covering disposition must be completed by the occupation and, if necessary, the recapture of the Somme crossings and the reinforcement of port defences from the frontier to the lower Seine.
    Enemy mobile detachments which, support by the bombing of aerodromes and ports, are trying to spread confusion and panic in our rear between the frontier and the Somme have taken a chance, and should be wiped out locally.
    On the whole the greatest mistake made up to now is leaving the road system entire and intact at the enemy's disposal. Every formation commander must therefore seize all communications in his zone by the establishment of a complete network of strong-points, and should not hesitate to exaggerate the depth of his zone.


The German Panzer Divisions must be hemmed in within the arena into which they have so rashly advanced.
They must not get out again.

Signed: WEYGAND.5[14]

This was much less definite than 'certainly tomorrow with about eight divisions'. Indeed the order is so indefinite as to be puzzling, and the final sentences show little appreciation of the true strength of German forces operating in the breach. Where is 'the way so the sea' which the enemy must be prevented from taking? They had reached the sea two days before the Paris meeting. In which sector of the long front were the Allied forces 'much too thick on the ground'? How was the British Army, with difficulty holding off the enemy on the Escaut, to 'be moved in its entirety to the right of the disposition'?  How could 'an offensive movement in a southerly direction' be 'protected on the east by the Belgian forces retiring in successive bounds on to the line of the Yser'/ Finally where are the troops to be found with which to 'seize all communications … by the establishment of a complete network of strong points'? In any case, the British, Belgian and French First Army Commanders could not act on the order until General Georges or his deputy (if a successor to General Billotte were appointed) gave them more direct and coordinated instructions for the parts they were to play. Instead they received on the same day an order (Operation Order No. 17) from General Georges which stated that:

… The task of the Armies remains unaltered, especially the offensive role allotted to the Seventh Army [which had been reformed south of the Somme]. Foreseeing a German movement by way of the Oise valley, the General Officer Commanding-in-Chief attaches the greatest importance to the constitution of our covering forces on the Somme from Péronne to Amiens … as quickly as possible.6[15]

The order goes on to detail various moves and groupings of French troops which were to form a defensive flank on the south side of the German breakthrough. Except for one reference to the French Seventh Army in the south it says nothing of the offensive action indicated by General Weygand, and indeed gives no directions to the armies in the north.

All that has been related above was within Lord Gort's knowledge, but it is relevant here to mention something that he did not know at the time. On the 18th of May (that is while the German armour was moving up to the Canal du Nord) General Georges issued orders for a movement of French formations designed to close the gap in their front.[16] For various reasons these were not carried out and on the 19th



General Gamelin handed General Georges a directive (No. 12) in somewhat the same sense though very timidly expressed. It reads:

Without wishing to interfere in the conduct of the battle at present taking place, which is the responsibility of the Commander-in-Chief of the North-East Front, and while approving all the decisions he has made, I now consider that:

  1. It would be well to continue to extend westwards the front of our eastern armies for the protection of Paris and to maintain close contact with the First Army Group.
  2. Rather than allow the First Army Group to be encircled the boldest action should be taken, on the one hand by opening up if necessary the way to the Somme and on the other by launching specially mobile forces against the rear of the German armoured divisions followed by divisions of motorised infantry. It seems that at present there is a gap behind their first wave.
  3. An offensive in the direction of Mezières bridges should be prepared with all means available.
  4. All French and British air forces should take active part in the battle ….

After suggesting action to be taken by the air forces it concludes;

It is all a question of hours.7[17]

No fresh action was taken on General Gamelin's directive. General Weygand proceeded to acquaint himself with the situation and his first order was issued on the 22nd. The general policy initiated by General Georges and confirmed by General Gamelin was not materially changed, but in the three days which had elapsed the situation had changed radically and for the worse.

By the evening of the 22nd of May the danger of the Allies' situation was indeed greatly aggravated. It was to be the last day on the Escaut and in the southern and central sectors it passed comparatively quietly. Enemy concentrations in preparation for attacks in those sectors were at several points broken up by our artillery fire, and all attempts to cross the river were repulsed. At night, withdrawal to the old frontier positions which had been ordered was carried out, carrier platoons and machine-gun battalions playing a useful role a rearguards.

But in the northern sector Bock's attempt to break through towards Courtrai was renewed in a series of determined attacks, which began at seven o'clock in the morning on the front of the 44th Division, and by the afternoon extended to the 4th Division on their right. Starting from the position on the west bank which they had won the previous day, the enemy made a number of penetrations and overran several posts. Bitter and confused fighting went on all day and continued far.


into the night, and withdrawal to the frontier position when the time came was a difficult and hazardous operation. A company of the 1st Royal West Kent had to counter-attack at ten o'clock at night in order to free the rest of the battalion, and there were others which had to fight their way out. During the day and in the course of disengaging, some battalions had suffered severely, the 1st/6th Queens in particular having had some 400 casualties in two days. The field guns of the division had been ordered on the 21st to remain in position and fight it out. On the 22nd when divisional orders reached them to withdraw the enemy were only a few hundred yards away. The quads (gun tractors) were some distance back, the road was choked by terrified refugees, and there was some confusion and misunderstanding of orders. As a result thirty-four field guns were lost or destroyed.[18]

But there had been no breakthrough. Of the day's fighting on this front the German Army Group B situation report says that 'the enemy is offering stubborn resistance, supported by strong artillery'.8[19] During the night our withdrawal was completed and on the 23rd the British Expeditionary Force was again holding the frontier between Maulde and Halluin. The defence works so laboriously constructed during the winter were now valuable.

To their right rear the small Arras garrison still held off all the enemy's attacks, as they had done now for four days. The town had been heavily and repeatedly bombed and almost all civilians had gone. And to the west of the town the weight of the enemy divisions was beginning to press back the battalions from the line of the Scarpe. But the Allied forces north of the Somme were now being threatened on three sides. The Belgians, the main British Expeditionary Force and the French First Army held the eastern front. Arras still held, and from behind this strong-point a thin semblance of protection stretched out northwards along the line of canals towards Gravelines and the sea. Boulogne and Calais were still held, but both were threatened and between them and the British Expeditionary Force were the advancing divisions of the German Army. The account of what was happening at this time to the south of the Somme—beyond the gap in which the German armoured divisions were now operating—must be told in a later chapter.

Both the Belgian and French Armies had had much hard fighting, with many difficult withdrawals and anxious rearguard actions. their casualties had been heavy; their soldiery got little rest in this first fortnight and were very tired. And both armies had had the agonising duty of leaving home and kinsfolk behind them to the tender mercies of the enemy. Moreover, up to the 20th the French alone of the Allies had contended with the main weight of the enemy's armoured


divisions. These things must be remembered in any attempt to realise the conditions under which our Allies fought. Doubtless many of the German troops were also tired. They too, the infantry at least, had marched long distances and had little rest. The divisions which formed the attacking forces had also had heavy casualties; but the enemy's troops were sustained by a sense of success, by the knowledge that each day they were moving forward, deeper and deeper into enemy territory. All that they had been taught about the invincibility of German arms was proving to be true, all that they had been promised was being fulfilled.

The British troops were in a different situation from either of the other contestants. They had made the long advance to the Dyle and the fighting withdrawal to the Escaut. They also had had some hard fighting, much marching and little rest. They too were physically tired. And now they were back where they started—only this time the enemy was behind them as well as in front. They had not the same reasons for depression as the French and Belgian soldiers, or the same grounds for elation as the Germans, for notwithstanding the calamities which had overtaken their allies, their front was unbroken. Yet their situation was most dangerous. They were cut off from their bases and their supplies must soon run out; they were separated from the main seaports and it was unlikely that stocks could be replenished from England; they were nearly surrounded by a numerically superior foe, and they could hardly hope to escape. The airfields on which so much labour had been expended had fallen into enemy hands, and the Air Component of the Royal Air Force was now largely based in England, with all the handicaps to cooperation with an army overseas which must follow such a separation.

Thus on the 22nd, when only one flight of Air Component's No. 4 Squadron was left in France to carry out close reconnaissance for the Army, Advanced Headquarters of the Air Component still with the British Expeditionary Force signalled home that it was virtually impossible to continue tactical and artillery reconnaissance unless a fight flight could be attached for duty with the remaining flight of Lysanders and unless fighter patrols in strength were flown over the battle area at agreed times and places. The enemy, it was said, was constantly operating flight of nine fighters over our entire front, and severe Lysander losses were being sustained to no purpose. 'Failing direct support must discontinue tactical and artillery reconnaissance except for attempts in extreme urgency. Enemy air supremacy naturally has moral effect on troops.'[20]

The Air Mission at Belgian Headquarters also signalled that they were getting no information from British air reconnaissance and added: 'As Belgian Air Force now virtually non-existent must seriously urge undesirability leaving them blind on their front.'[21] It is


not clear that anything did, or could result from these appeals. Long-distance reconnaissance could not effectively take the place of the close observation of army cooperation squadrons within easy reach of Corps Headquarters.

The question of fighter protection over the front was also now more difficult. Twenty-six fighter patrols were flown that day from England, involving 198 sorties, mainly over Boulogne and Calais (where, as told later, garrisons were being strengthened) and in the country through which the German armour was seeking to surround the Allied armies in the north. It is not evident from the records preserved that any were flown over the main battlefront. Air Component headquarters with the British Expeditionary Force reported that 'enemy aircraft reconnoitre our position, registering batteries unimpeded and enjoying complete freedom of action' against the British Expeditionary Force and the French and Belgian armies.[22] They also complained of the absence of fighter cover over Arras for the past two days. The explanation appears to have been, not that offensive fighter patrols were not flown, but that at this date fighter patrols flown from England were almost bound to encounter the enemy air force before they got as far east as Arras and the eastern battlefront. And also that, as always in this campaign, they could not fight everywhere against enemy air forces in greatly superior numbers. Eighty-one medium bombers attacked enemy columns observed in the western area during the day, and in the country south of Boulogne had some success in slowing enemy movements as told later in the account of the defence of the Channel ports in Chapter X. And at night fifty-three heavy bombers attacked targets at the Meuse crossings, hindered badly, for the first time, by rain, low cloud and ground mist.[23] On this day, also for the first time, rations were flown to Merville for the British Expeditionary Force where the feeding problem was beginning to look threatening.[24]

Bad as was the situation of the British Expeditionary Force, it would have been worse had not Lord Gort foreseen early that, if the French were unable to close the breach in their line, he might be forced to retreat towards the coast. As early as the 17th he had begun to build up some protection for his southern flank by the formation of Macforce (page 64). Measures to defend Arras itself have been described. Further west—behind the British front a flank guard was formed from such troops as could be found. Everyone capable of firing rifle and not required for other duties was pressed into service. The Royal Engineers worked untiringly, first to destroy bridges and disrupt the enemy's lines of advance, and then to hold positions as infantry. And almost every type of unit to be found in the rear of a fighting force added some men to this rearward flank guard. Only a few infantry battalions could be spared to reinforce these


heterogeneous forces, and though with their help a line gradually took shape, it was held only in skeleton, and many of those who helped to hold it were neither trained nor equipped for such a task. Thus on the right of Macforce came 'Polforce', which was put under the command of Major-General H. O. Curtis, commanding the 46th Division, on the 20th of May. The order appointing him is illuminating:

  1. You will take over command of Polforce. This force consists of:
    One 25-pdr bty, detailed by I Corps, and Bde H.Q. and units of 46 Division at present en route by rail to the Seclin area.
    [137th Brigade Headquarters and the 2nd/5th West Yorkshire Regiment were all that arrived]
    These units detrain this afternoon at St Pol where you will meet them and give them orders ….
    Your role is to establish localities in the St Pol–Frévent … and Divion … ensuring that all roads entering the position are blocked and that a 'keep' is established at which posts on the roads can rally if necessary.
  2. You will also command the La-Bassée Canal defences between Aire and exclusive Carvin. On your left you will be in touch with Macforce whose H.Q. are in Orchies.
    Forces under your command [for the Canal defences] will consist of 25 Inf. Bde of 50 Div. and certain R.E. units, the details of which you will obtain direct from the E.-in-C.[25]

In the event there was not time to carry out more than (b) above. How inadequate was the available force for the task needs no emphasis, for the frontage to be covered—the distance between Aire and Carvin—is approximately twenty-eight miles, nearly as long as the whole of the Escaut front held by the British Expeditionary Force.  Nevertheless, as other units were added the front was gradually extended through St Omer to St Momelin, a further seventeen miles. In practice, all that could be hoped in such circumstances was to guard the principal canal crossings—for between St Momelin and Carvin there were forty-four crossings where bridges had to be prepared for demolition and the crossing held. Similarly in Macforce, battalion frontages were from three to seven miles wide. A single battalion cannot defend seven miles.

By the night of the 22nd, this rearward defence line was thinly occupied and from then on, as will be seen later, it was mended and patched, when the shortening of our main eastern front freed troops for the purpose.

The supply position, though inevitably bad, was not as bad as it might have been. Lieutenant-General W. G. Lindsell, Lord Gort's Quartermaster-General, had taken the precaution to accumulate


twelve days' requirements of supplies and ammunition in the forward areas, and so far as possible there were kept on wheels. Enemy bombing seriously interfered with rail-head arrangements and 'we were forced to use rail-heads which were by no means ideal and would have gained no marks if used during an exercise'.[26] Nevertheless, although the bombing caused some disorganisation, supplies themselves were undamaged. With Amiens and Abbeville in enemy hands, the British Expeditionary Force were now dependent on the ammunition and supplies entrained in forward areas. As the days passed, there were times when particular formations went short of ammunition, yet there was no general or really serious shortage. The position in regard to rations was less good, and next day—May the 23rd—the British Expeditionary Force was put on half rations. But here again local purchases often made it possible to supplement official supplies, and where the local population had fled troops could augment rations without much difficult or any expense 'off the country'. In any case, these difficulties had not yet begun to be acute on the May the 22nd, though they were in Lord Gort's mind when the possibilities of the operation ordered by General Weygand were under discussion. He pointed out that 'the administrative situation made it unlikely that sustained offensive operations could be undertaken …. The mobile echelons of gun and small arms ammunition were full, but once they were exhausted I could not safely reckon on being able to replenish them'9

On this day (May the 22nd) Colonel Schmundt), Wehrmacht Adjutant to Hitler, telephoned Rundstedt's Headquarters saying that the Führer wished for information concerning the situation at Arras. He was told of the 'strong' enemy forces which had attempted to break through to the south by of Arras—for so the Arras counter-attack appeared to the Germans. These forces, he was told, had succeeded in pushing back the 7th Armoured Division in a few places; later the attack was held. 'The Führer requires that all mobile troops in any way available be used in the area on either side of Arras and westward from there to the sea …. Further, all other infantry divisions of the Twelfth, Second and Sixteenth Armies are to be rapidly brought up westward. These instructions are in accordance with the arrangements already made by Army Group Headquarters'.10[27]

In view of all that the German generals have said and written since the war on the subject of Hitler's responsibility for orders which now seem to them open to criticism in the light of later knowledge, and of the readiness with which their afterthoughts and recollections have been accepted as evidence of what really happened, the sentence italicised here, though not underlined in the original, is of importance;


for it is contemporary evidence of a procedure which the War Diaries show to have been frequently followed. The War Diaries were written up day by day. They note the chief events and add the comments—often very outspoken comments—of the formation commander. They record what he thought and did at the time and thus make it clear when Hitler did not originate orders but confirmed or modified order which the Army Group commander had already initiated.

The Army Group A War Diary shows that for some time Rundstedt had been nervous about his long, exposed southern flank; it shows, too, that on the 20th and the 21st he expected an attempt by the Allies to break though towards the Somme while, south of the Somme, the French Army appeared to be moving up for an offensive northwards. Although he had still to reckon with the possibility of concerted action by the Allied forces in the north and the French forces south of the Somme he was now less anxious than he had been about the probable result of either of such moves. The Somme flank was more firmly held by advanced mobile units of the Kleist Group with bridgeheads at key points, and, as shown above, the infantry divisions of three armies were moving up to reinforce this flank. The arrest of the Arras counter-attack and the steady improvement of the German position lessened his fear of an Allied attempt to break through from the north.[28]

On the other hand, the High Command and the Army Group commanders (especially Rundstedt) were beginning to think about the operations which would follow after the Allied armies in the north had been successfully rounded up—a task which now seemed to Rundstedt merely a matter of days. For these forthcoming operations—for the attack southwards across the Somme to be known as Operation 'Red'—he had little time in which to prepare and he wanted to husband and recondition his battered armour. From now on, this need was continuously in his mind. And when the Commander-in-Chief (Brauchitsch) visited his headquarters on the 21st the forthcoming Operation 'Red' was the main subject of discussion. The details of the discussion were not recorded 'owing to considerations of security'.[29] The importance of bridgeheads at Abbeville, Amiens, Péronne and towards Noyon was however noted.11 This growing pre-occupation with plans for Operation 'Red' which was to follow the completion of 'Yellow' is the key to much that would otherwise by unexplainable in the German conduct of their campaign in the north from now onwards.


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1 Général van Overstraeten: Albert I.–Léopold III. Vingt Ans deo Politique Militaire Belge 1920–1940. Desclée de Brouwer, Brussels, p. 649. See Appendix II, p. 379.

2 M. Hubert Pierlot: 'La Conférence d'Ypres', article published in Le Soir, 12th July, 1947. See Appendix II, p. 379.

3 Commandant J. Weygand: The Role of General Weygand. Eyre and Spottiswoode, 1948 (hereafter referred to as Weygand), p. 59.

4 Winston Churchill: Marlborough. Harrap, 1947. II, p. 842 et seq.

5 See Appendix II, p. 380.

6 Ibid., p. 381.

7 See Appendix II, p. 381.

8 See Appendix II, p. 381.

9 Lord Gort's Despatches, p. 5916.

10 See Appendix II, p. 381.

11 See Appendix II, p. 382.

Transcribed and formatted for HTML by David Newton, HyperWar Foundation