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CAM219_Cover.qxd:Layout 1 31/3/10 09:23 Page 1
Campaign • 219 accounts of history’s greatest conflicts, detailing the command

strategies, tactics and battle experiences of the opposing
forces throughout the crucial stages of each campaign
Campaign • 219
DUNKIRK 1940
DUNKIRK 1940 operation Dynamo
operation Dynamo
DUNKIRK 1940
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the evacuation of the british expeditionary Force from the beaches
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in the face of ferocious attack, the valiant efforts of the royal navy
Cap
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F R A N C E
and civilian cruisers saved the expeditionary force from annihilation
0 5 10 miles
0 5 10 15km
and preserved for great britain the means to carry on the fight
against Hitler’s germany. this comprehensive account of operation
Dynamo is brought to life by archive photography, new maps and
original artwork.
Full colour battlescenes illustrations 3-dimensional ‘bird’s-eye-views’ maps
douglas C dildy
OSPREY
PUBLISHING
OSPREY
WWW.OSPREYPUBLISHING.COM DOUGLAS C DILDY illustrated by Howard gerrard

CAM219_Titlepage.qxd:Layout 1 11/12/09 18:31 Page 1
CAMPAIGN • 219
DUNKIRK 1940
Operation Dynamo
DOUGLAS C DILDY ILLUSTRATED BY HOWARD GERRARD

Series editor Marcus Cowper
CAM219_2311.qxd:Layout 1 11/12/09 18:36 Page 3
CONTENTS
ORIGINS OF THE CAMPAIGN 5
CHRONOLOGY 8
OPPOSING COMMANDERS 11
Allied commanders German commanders
OPPOSING FORCES 15
Allied forces German forces Orders of battle
OPPOSING PLANS 27
Operation Dynamo The German plan to deal with the Dunkirk pocket
THE CAMPAIGN 32
The race is on, Sunday 26 May The Panzers roll, Monday 27 May
The Belgians surrender, Tuesday 28 May The Luftwaffe strikes, Wednesday 29 May
The Panzers turn away, Thursday 30 May The biggest day, Friday 31 May
The Luftwaffe’s last chance, Saturday 1 June The French fight on, Sunday 2 June
The British are gone, 3 and 4 June
AFTERMATH 86
THE BATTLEFIELD TODAY 90
FURTHER READING 92
INDEX 95
ORIGINS OF THE CAMPAIGN

We have been defeated… We are beaten; we have lost the battle.
French Premier Paul Reynaud to Prime Minister Winston Churchill, 0730hrs, 15 May 1940
Only four days after Heinz Guderian’s Panzers crossed the German frontier and
descended into the dark forests of the Ardennes they emerged at Sedan, broke
through French defences, and – surprisingly – turned towards the Channel coast.
Never in the history of warfare had a campaign between such great and
apparently equal forces been decided so swiftly and conclusively as the German
conquest of France and the Low Countries in May and June of 1940.
In the Netherlands General der Artillerie Georg von Küchler’s
Armeeoberkommando (AOK) 18 subdued the Dutch Army and occupied
‘Fortress Holland’ in five days of hard fighting. Against Belgium and the cream
of the Allies’ mobile armies – the British Expeditionary Force (BEF) and the
French 1ère and 7e Armées – the two Panzer, one motorized and 16 infantry
divisions of Generaloberst Walter von Reichenau’s AOK 6 crossed the Maas
and clashed with French light mechanized divisions in the Gembloux Gap.
Meanwhile, moving stealthily through the dark hills of the Ardennes in
southern Belgium were three Panzer corps spearheaded by General der
Panzertruppen Heinz W. Guderian’s XIX Armeekorps (motorisiert) (AK (mot.)).
Practically undetected these appeared on the banks of the Meuse River at Sedan,
RIGHT
A 4-ton lightly armoured British
Universal Carrier, towing an
Ordnance QF 2-pdr Mk IX anti-
tank gun, being welcomed by
Belgian civilians as they drive
through Herseaux on their way
to positions on the Dyle Line.
(IWM F4345)
LEFT
Meanwhile, through the
Ardennes Forest seven German
armoured divisions moved
steadily and stealthily towards
the Meuse River. Two of these
were equipped with
confiscated Czech-built Skoda
tanks, such as the PzKpfw 35(t)
light tank, seen here waiting in
a wood near Mayen before the
opening of the offensive.
(Courtesy of the Tom Laemlein
Collection)
5
Monthermé and Dinant. After the Panzers blasted an 80km-wide (50-mile)

breach in the French line, Guderian wheeled to the west while the French 2e
Armée recoiled to the south. Consequently, the way was opened for Guderian’s
XIX, Reinhardt’s XLI and Hoth’s XV AK (mot.) to charge headlong across
Picardy, brushing aside the Allies’ scattered and weak rear-area units in their
pell-mell dash to the English Channel.
The French shared very few details of this unfolding disaster at the time.
But in response Général d’armée Gaston H. G. Billotte, commanding the
Allies’ Groupe d’armées 1, ordered the three Allied armies in Belgium to
withdraw from the Dyle to the Senne, to the Dendre and then to the Escaut in
an effort to keep the Panzers from curving in behind their now-open right
flank and exposed rear areas. Around midnight on 18/19 May, Gén. Billotte
visited the BEF’s commander, General Lord Gort, and finally informed him in
some detail of the Panzer breakthrough and the fact that ‘nine, or probably
ten, German armoured divisions’ were plunging into the rear areas, apparently
headed for the Somme Estuary.
Realizing that he would soon be boxed in on both sides with his back to
the sea, the veteran warhorse read the situation accurately and informed the
War Cabinet via dispatch that he had three possible options: 1) continue to
hold the Escaut Line and await re-establishment of his lines of communication
through anticipated Allied counterattacks, 2) withdraw to the Somme to join
the new French armies forming there, or 3) withdraw towards the Channel
ports upon which his new lifeline depended.
To explore the third contingency, at 0600hrs that Sunday morning, six of
Gort’s senior staff officers met to begin discussing the feasibility of a retreat
to the coast. The duty of developing the concept of operations fell to acting
operations officer Lieutenant-Colonel Lord Bridgeman who immediately
went to work on it. Working all night and subsisting on chocolate and
whiskey, Bridgeman devised a sensible, straightforward and relatively simple
plan to fall back to the coast and evacuate from the ports between Boulogne
and Zeebrugge.
While the War Cabinet still insisted that Gort ‘move southwards upon
Amiens… and take station on the left of the French Army’ they allowed that
even if the ordered movement southwards was successful, there would still be
units needing evacuation from the Channel ports. As a precautionary measure,
therefore, Vice Admiral Bertram H. Ramsay, Flag Officer Commanding Dover,
was instructed to assemble the shipping required and begin the planning for
evacuating large numbers of British troops. On 21 May the new commandant
suprême des armées alliées (Supreme Allied Commander), 73-year-old Général
d’armée Maxime Weygand, flew from Paris to visit the commanders of the
armies trapped in the ‘northern pocket’ at Ypres and present his ‘plan’ for
pinching off the German armoured spearhead through simultaneous attacks
from the south and the north, thus reuniting the Allied armies. To lead the
attack, the BEF was required to pull three divisions out of the line and position
them for the advance to the south.
In the meantime, the situation on the western side of the pocket was
becoming grave. Within the next 36 hours the 2. Panzer-Division invested
Boulogne, the 10. Panzer-Division appeared before Calais and the 1. Panzer-
Division had driven across the Aa Canal facing Bourbourg, only 16km
(10 miles) from Dunkirk. Also on the Aa Canal the 6. Panzer-Division arrived
at Saint-Omer and forced a crossing there and the 8. Panzer-Division
was advancing on Aire. At the south end of the line Arras was now invested
6
on three sides and west of the city Rommel’s 7. Panzer-Division had crossed
the Scarpe, pushing the 3e Division légère mécanique off the heights behind it.
On the eastern side ten infantry divisions of Generaloberst Fedor von Bock’s
Heeresgruppe B assaulted the Belgians and pushed them back all along the
21km (13-mile) line between Menin and Desselghem, threatening to open a
gap on the BEF’s left flank near Courtrai. Lieutenant-General Alan F. Brooke,
commanding II Corps, was alarmed and demanded reinforcements. As an extra
precaution Lt. Col. Bridgeman was ordered to revise the draft evacuation plan,
especially now that Boulogne and Calais were unavailable for embarkation.
Bridgeman’s ‘second edition’ foresaw the BEF retreating along three parallel
routes to the coast and being lifted from the 43km (27 miles) of beaches
between Dunkirk and Ostend.
On 25 May the strategic situation for the BEF went from grave to
desperate. This was occasioned first by the news that at least two divisions
would be needed to plug the 13km-wide (8-mile) hole currently being blasted
in the end of the Belgian line. Later Gort learned that the planned attacks
from the south had been cancelled and the French were instead establishing
a linear defence along the Somme, abandoning the prospect of re-linking the
two halves of the Allied armies. At 1730hrs he was informed that the French
commitment to the northern forces’ southwards attack was reduced to merely
one division, dooming it to failure.
Confronted by all these factors, Lord Gort made the most momentous
decision of his long and illustrious military career, and one – flying in the face
of guidance from his civilian masters and military superiors – that was most
fateful for the future of the British Army and his nation. After an hour of
personal deliberations, he ordered the next day’s attack to the south cancelled
and the 5th and 50th Divisions moved north to close the breach on the north
end of his eastern front, thus denying the Germans an unchallenged advance
to Dunkirk and thereby protecting the BEF’s avenue of retreat.
7
CHRONOLOGY
1939 12 March Finland accepts Soviet terms, ending

the Winter War.
1 September Germany invades Poland, beginning
World War II. 20 March Général d’armée Gamelin, Supreme
Allied Commander, adopts ‘Breda
3 September Britain and France declare war Variant’ of the Dyle Plan designed
on Germany. to meet the German invasion in
Belgium while the Maginot Line
10 September British Expeditionary Force (BEF) holds the French frontier.
begins arriving in France.
21 March Paul Reynaud replaces Daladier as
17 September The Soviet Union invades Poland from French premier following the failed
the east. Allied efforts to aid Finland.
27 September Warsaw surrenders. 9 April Germany invades Denmark and

Norway. Denmark capitulates that
9 October Hitler’s War Directive No. 6 orders the morning. Norwegian capital Oslo
OKH to begin planning for the invasion and five major ports are occupied.
of France and the Low Countries.
2/3 May British forces sent to defend Norway
19 October The OKH produces are defeated in detail and evacuated
Aufmarschanweisung Fall Gelb from Åndalsnes and Namsos.
(Deployment Directive Case Yellow)
for the Western offensive. Revised 9 May Chamberlain resigns following
version produced ten days later. the failure of British intervention
in Norway. Winston Churchill
30 November The Soviet Union attacks Finland. named Prime Minister of Britain
The Allies begin planning to aid the next day.
Finland, through Norway and
Sweden if necessary. 10 May Fall Gelb – German invasion of the
West – begins.
1940
11 May BEF and French 1ère Armée arrive at
18 February Generalmajor Franz Halder delivers to their positions along the Dyle Line.
Hitler a completely rewritten draft
OKH plan placing the Schwerpunkt 12 May Battle of Gembloux – German Panzers
(main weight) of the attack through clash with French armoured cavalry in
the Ardennes. central Belgium.
8
13/14 May Battle of Sedan – Guderian breaks 23 May Rear GHQ is evacuated through
through French defences. French Boulogne. BEF placed on half rations.
forces withdraw precipitously, and
three Panzer corps head for the coast. 23–26 May The 10. Panzer-Division invests Calais:
the 30th Brigade is ordered to hold to
14 May The Netherlands capitulates. the last. The garrison (3,500 British
and 16,500 French troops) surrenders
17–19 May Général de brigade de Gaulle’s on the 26th.
feeble armoured counterattacks
have no effect on the German 24 May The OKH orders Heeresgruppe A
‘drive to the sea’. to halt along the Canal Line.
18 May BEF GHQ orders non-essential 25 May Belgian line is pierced near Courtrai,
personnel evacuated. threatening BEF left flank, and Gort
orders two divisions to plug the gap.
19 May BEF, French 1ère Armée and Belgians French Général d’armée Antoine
establish a new defensive line on Besson (Groupe d’armées 3) cancels
the Scheldt/Escaut River. Reynaud counterattack from the south.
dismisses Gamelin, appoints Gén. Dunkirk is devastated by heavy
Weygand as the Supreme Commander Luftwaffe attacks.
of Allied Forces. First discussion
between BEF GHQ and War Office 26 May Général d’armée Blanchard orders
regarding possibility of retreat retirement to a large perimeter around
to Dunkirk. Dunkirk. At 1857hrs Operation
Dynamo ordered to commence. The
20 May Guderian destroys most of British Oberkommando des Heeres (OKH)
12th and 23rd Divisions (ill-equipped orders Heeresgruppe A to resume
LOC troops) at Albert, Amiens and the offensive
Abbeville. Reaching English Channel
at Noyelles, Panzers cut off all Allied 27 May Operation Dynamo begins; 7,669
forces in the north. Dover Command troops saved. Luftwaffe completely
planning for evacuation of British destroys Dunkirk harbour.
forces from Channel ports begins.
28 May Belgian Army surrenders. At Dunkirk
21 May BEF armoured spoiling attack at 17,804 troops rescued. Hitler signs
Arras. BEF air component evacuates deployment directive for Fall Rot. In
to England. Norway, Allied forces retake Narvik.
22 May Churchill meets with Reynaud and 29 May Luftwaffe launches ‘maximum effort’
endorses Weygand Plan for closing sinks 25 vessels. Kriegsmarine sinks
breach between Arras and Péronne. two RN destroyers. French Army
Panzergruppe Kleist is transferred joins in the evacuation: 47,310 troops
to Kluge’s AOK 4; Guderian’s saved. Deployment directive Fall Rot
Panzers advance on Boulogne is distributed, realignment of
and Calais. Wehrmacht commands begins
and Panzers are withdrawn
22–25 May The 2. Panzer-Division invests from operations against Dunkirk.
Boulogne; the 20th Guards Brigade
is evacuated by sea on the 23/24th; 30 May Bad weather prevents Luftwaffe
4,368 men saved. The remnant interference; 53,823 troops evacuated.
of French 21e Division d’infanterie Kriegsmarine sinks one French destroyer
holds out until the 25th. and severely damages a second.
9
31 May French 1ère Armée surrenders at Lille, 4 June Last night of Dynamo; 26,175 French
35,000 troops captured. Biggest day troops saved; later that day 40,000
for Dynamo; 68,014 troops rescued. French troops surrender.
1 June Weather clear; Luftwaffe’s biggest day; 4–7 June Evacuation of Allied forces
one French and three RN destroyers from Narvik.
and 27 other vessels sunk. 64,429
troops evacuated. 5 June Fall Rot – final conquest of
France – begins.
2 June 26,256 troops saved. Evacuation of
BEF complete. 22 June France signs Armistice with Germany,
the battle of France is over, the Battle
3 June 26,746 French troops evacuated. of Britain is about to begin.
Luftwaffe launches Operation Paula,
a maximum offensive against French
air forces around Paris.
10
OPPOSING COMMANDERS
I have no confidence in his leadership. When it came to handling a large force, he seemed incapable of seeing the
wood for the trees.
Lieutenant-General Alan F. Brooke commenting on his commander,
General Lord Gort, BEF Commander-in-Chief
ALLIED COMMANDERS
Born John Standish Surtees Prendergast Vereker in Ireland in 1886, the leader
of the British forces in France succeeded his father to peerage as the
6th Viscount Gort of Limerick in 1902 and entered the British army as
Lord Gort. Three years later, after completing his education at Harrow,
he was commissioned in the Grenadier Guards. During World War I he served
as an operations officer on the GHQ staff before returning to the front lines
where he commanded the 4th, then the 1st Battalions of the Grenadier
General Lord Gort, on the
Guards. Wounded four times he was awarded the Victoria Cross and two
occasion of being awarded the Distinguished Service Orders.
French grand croix de la Légion A large burly man, Lord Gort had the well-earned reputation of being
d’honneur by Général d’armée indestructible and had the inspiring visage of a born fighter. For these reasons,
Alphonse-Joseph Georges,
Commander of Allied Forces
in 1937 when theatrical Secretary of State for War Isaac Leslie Hore-Belisha –
North-western France, on 8 the ‘new broom in the War Office’ – wanted renewed interest in the British
January 1940. (IWM F2088) military, Gort was selected ahead of more senior officers to become the new
Chief of the Imperial General Staff (CIGS). The position came with a
promotion to full general and since Gort had been a lieutenant-general
for only two months, the more senior men he was ‘jumped’ over were
quite naturally piqued. These included General Sir William Edmund
Ironside, Lieutenant-General Alan Brooke and Lieutenant-General John
G. Dill. Adding insult to injury, Ironside was originally slated to
command the BEF, but at the last minute Hore-Belisha appointed Gort
instead, and the Viscount’s two subordinate corps commanders were
Brooke and Dill! Consequently Lord Gort’s image suffered grievously
from these disaffected officers (even though Ironside and Dill were
soon properly placed as CIGS and Vice-CIGS), particularly through
the disingenuous characterizations by the ambitious, arrogant and
contemptuous Lt. Gen. Brooke, who was joined by others once things
began going bad for the BEF.
Subsequently, in large part owing to the disparaging references
by these officers, Lord Gort is described by many historians as
unimaginative, preoccupied with minutiae and not particularly inspiring.
Nevertheless, Gort proved to be a decisive leader with a keen eye for
discerning – amidst the chaos and confusion of combat – the critical
element and ultimate aim, and had the tireless determination needed to
see things through, even if his methods were entirely conventional.
11
LEFT While it was Lord Gort’s forthright decision and dogged determination
Vice Admiral Bertram Home that saved the BEF from destruction, its actual deliverance came through the
Ramsay. (Associated Press
masterful organizational skills and exemplary leadership of Flag Officer
via IWM HU57271)
Dover: Vice Admiral Bertram Home Ramsay. Son of a Hussars officer,
CENTRE Ramsay joined the Royal Navy in 1898, becoming a midshipman aboard
French Vice-amiral Jean Abrial. HMS Cresent on the North American and West Indies Station. Vigorous,
(ECPA Photo Marine 269-
3765/Gattegrio)
athletic and an ardent sportsman, Ramsay easily overcame his rather slight
build with energy, intelligence and self-confidence. During World War I
RIGHT he held successful commands of the monitor M-25 and destroyer HMS Broke
Général de corps d’armée in the crack Dover Patrol and participated in the Second Ostend Raid,
M. B. Alfred Fagalde, with
Major-General Sir Victor
being mentioned in dispatches. After the war he was promoted rapidly,
Morven Fortune, inspecting becoming King George V’s naval aide de camp (ADC) and finally the Home
the 51st (Highland) Division’s Fleet Chief of Staff.
8th Bn. The Gordon Retiring as a rear admiral in December 1938 over a dispute with his boss,
Highlanders at Béthune
Home Fleet Commander Admiral Sir Roger Backhouse, nine months later
on 25 February 1940.
(IWM F2743) Ramsay was recalled as ‘Flag Officer in Charge, Dover’ because of his extensive
knowledge of Channel operations. When that subordinate echelon of the Nore
Command was elevated to coequal status, Ramsay was promoted to vice
admiral, reporting directly to the Board of Admiralty. At the age of 57, Ramsay
still possessed boundless energy, was a cool, deliberate, innovative and
implacable leader with considerable administrative acumen and vast experience
in his area of responsibility.
Commanding all French units – army as well as naval – along the French
coast was 61-year-old Vice-amiral Jean-Charles Abrial, commonly known by
his position: Amiral Nord. Born in Realmont, near Toulouse, Abrial entered
the French Navy as a cadet in 1896. Noted for his successes hunting U-boats
during World War I, afterwards he rose rather rapidly through the ranks,
being promoted to vice-amiral in 1936 and commanding the 3e Région
Maritime (the coastal defence area along France’s Mediterranean shore)
at Toulon through 1938. In December the next year he was appointed to
the Forces Maritimes du Nord, which was headquartered at Dunkirk and
responsible for the defence of the French Channel coast. While not as
dynamic and far-sighted as Ramsay, Abrial was confident, aggressive and
determined to ‘hold on to Dunkirk till the last man and the last round’.
12
Abrial’s subordinate land forces commander was Général de corps d’armée

M. B. Alfred Fagalde. An infantry officer, Fagalde benefited well from his
mastery of English, having seen considerable service in World War I as a liaison
officer with the first BEF beginning in 1914 and by the end of the Great War
was sent to London as the French military attaché. His experience with British
troops and relationships with British officers made him appreciate that –
especially at this stage in the defeat of France – complete alignment of aims
was the only means of survival.
Originally a corps commander within Général d’armée Giraud’s 7e Armée,
Fagalde had advanced to the Scheldt Estuary in the opening days of the
campaign, and when this army was disbanded, his 16e Corps d’armée was
left holding the far north end of the Belgian line, between Antwerp and the sea,
and was largely intact having seen little in the way of German attacks. On 24
May, Fagalde’s corps was assigned to Vice-amiral Abrial’s Forces Maritimes du
Nord, giving him command of all French Army forces in the area. Upon
learning that the BEF was falling back to Dunkirk, Fagalde was pleased that General der Artillerie Georg
he would be working with Lord Gort. von Küchler eventually
commanded all German
ground forces thrown against
the Dunkirk perimeter.
GERMAN COMMANDERS (IWM MH10679)
In the end, the fate of the BEF, the French 1ère Armée and the Belgians would
lie in the hands of two German officers: General der Artillerie Georg von
Küchler and Generalmajor Wolfram von Richthofen. Küchler eventually was
given command of the German ground forces attempting to eliminate the
Allies ensconced in the Dunkirk Perimeter and Richthofen was charged with
destroying them from the air.
Scion of a Junker family, Küchler was a Prussian Army officer through
and through. Commissioned in 1901 as a Leutnant in the artillery, he had an
excellent combat record throughout World War I and by 1918 was a member
of the elite Großer Generalstab (Greater German General Staff – dissolved in
the Treaty of Versailles). Continuing a steady rise under the Weimar Republic,
by 1934 he commanded the 1. Infanterie-Division in East Prussia. Two years
later, as a Generalleutnant and Inspector General of the service academies, he
caught Hitler’s eye and in turn became an ardent supporter. Against Poland,
he led AOK 3 – advancing out of East Prussia as part of Bock’s Heeresgruppe
Nord (see Campaign 107: Poland 1939 by Steven J. Zaloga, Osprey Generalmajor Wolfram
Publishing Ltd: Oxford, 2002) and was awarded the Ritterkreuz (Knight’s von Richthofen.
Generalfeldmarschall
Cross) for his successes. A highly professional officer – if somewhat unkempt
Erich von Manstein said
– he was an effective leader and efficient administrator who, especially with Richthofen was ‘the most
his combat experience and thorough knowledge in the employment of outstanding air force leader
artillery supporting infantry, was the best choice for finally smashing the we had in World War II’.
(IWM HU55040)
fortified perimeter of the Dunkirk beachhead.
According to Göring’s boasts it would never come to that, for the insolent
and impudent British and French forces ‘trapped’ at Dunkirk were to be
obliterated by the fearsome Stuka dive-bombers of Wolfram von Richthofen’s
VIII Fliegerkorps. Cousin of the famous ‘Red Baron’ ace of World War I,
Richthofen began his military career as a cavalry officer, seeing action on both
fronts before transferring to the Imperial German air service. Becoming a
fighter pilot in March 1918, he served in Jasta 11 (his cousin’s unit) under
Göring, scoring eight aerial victories. After the war he earned a degree in
aeronautical engineering from the Technical University of Hanover and a PhD
13
from the University of Berlin. By the time Göring brought the embryonic
Luftwaffe into the open, von Richthofen was an Oberst in the Technical
Bureau and in 1936 he went to Spain with the Condor Legion rising from
chief of staff to commander in two years. Returning to Germany in May 1939
as a Generalmajor he had perfected the use of air power in coordinated, close
support of ground troops in the attack.
Given command of a ‘special-purpose air division’ in which most of the
Luftwaffe’s Stuka Gruppen were concentrated, Richthofen supported the
Panzers overrunning Poland in September and, towards the end of that
month, was responsible for the near destruction of Warsaw from the air. Later
designated VIII Fliegerkorps, his was a mobile and flexible command and in
Fall Gelb (Case Yellow, the plan for the invasion of France and the Low
Countries) Richthofen used it handily in first supporting Reichenau’s AOK 6
penetration into Belgium before shifting south to support Guderian’s crossing
of the Meuse at Sedan and then providing ‘flying artillery’ for the Panzer
columns charging across Picardy. Awarded the Ritterkreuz on 23 May,
he returned to his HQ to begin planning strikes against the Allied defenders
at Boulogne and Calais, French forces at Lille and their counterattacks at
Amiens, and – eventually – against Dunkirk itself.
14
OPPOSING FORCES
I must not conceal from you that a great part of the BEF and its equipment will inevitably be lost.
BEF Commander Lord Gort to Secretary of State for War Anthony Eden, 26 May 1940
ALLIED FORCES
The British
By 10 May 1940, the British had deployed 13 infantry divisions (three of them
for line-of-communications (LOC) duties and half the rest reservist Territorial
Army units) and a tank brigade to France as the BEF. On that date nine of
these had advanced in a front three divisions wide to take up positions along
27km (17 miles) of the Dyle River from Louvain to Wavre. After rebuffing
the German IV and XI AK of Reichenau’s AOK 6, the British were shocked to
learn of the German breakthroughs at Sedan and Dinant and the need to fall
back to the Escaut and later the Lys River.
After over two weeks of fighting and retreating, on 26 May, the once-mighty
Allied armies in Flanders had been hammered into a rough boot-shaped pocket.
The back of the boot conformed to the coastline from Zeebrugge to Gravelines
and the front was formed by the Lys River as far as Menin. Except for the
A convoy of lorries loaded with top end of this line held by part of Fagalde’s 16e Corps d’armée, this 90km
troops make their way through (56-mile) front was manned by the beleaguered Belgian Army. The 67km-long
a Belgian town during their
(42-mile) instep was held by a portion of the BEF – four divisions (1st, 3rd, 4th
retreat from the Dyle Line.
Unlike most French formations, and 42nd) with two more (5th and 50th) being sent to backstop the flagging
the units of the BEF were Belgian right flank – as far south as Bourghelles (on the French–Belgian border).
largely motorized allowing for The French 1ère Armée manned the swollen toe of the boot, their lines looping
battlefield movements that
south along the river Sensée to end on the Haute Deule Canal north of Douai.
were faster than both their
German adversaries and their The sole of the boot followed the chain of canals from Douai to Gravelines,
French allies. (IWM F4396) ostensibly covered by four British divisions (2nd, 44th, 46th and 48th) with
the northern end – from Gravelines through Watten – being held by the rest of
Fagalde’s 16e Corps d’armée.
Thus the BEF found itself – instead of being a homogeneous whole as it had
been on the Dyle – split into two parts on opposite sides of the 25–40km-wide
Dunkirk–Lille Pocket that extended some 112km (70 miles) from the coast.
While the east side of the pocket seemed most threatened because of the rent
being torn in the Belgian line around Courtrai, on the west side six Panzer
divisions had driven to the sea and wheeled in echelon to rumble noisily up to
all points along the Canal Line. Because III Corps could not hope to cover the
front’s 72km length, its four divisions were broken up into their individual
battalions and scattered to hold bridges and small villages as strongpoints – or
‘stops’ as Lord Gort called them – thus forming a dotted line from La Bassée
to Bergues. Consequently the western side of the pocket was open to
exploitation by mobile armoured forces.
15
Marching unceasingly, the

French poilus of the 1ère Armée
were exhausted, hungry and
increasingly demoralized, yet
they maintained their discipline
and their determination to
fight to the best of their
ability and the last of their
ammunition. (IWM F4315)
The French
Meanwhile at the ‘bottom of the pocket’ were the three corps of the French 1ère
Armée. Having fought continuously for almost two weeks, Gén. Blanchard’s
12 divisions (including three badly depleted armoured units) were on the brink
of exhaustion. Because of the dislocation caused by the withdrawal from
Belgium and punishing Luftwaffe air attacks on the French railway network,
no supplies had reached them since 20 May. Quartermasters had been forced
to forage food from the surrounding towns to feed the troops and supplies of
artillery ammunition were virtually exhausted.
While the 1ère Armée was attempting a fighting withdrawal to the north
along with the BEF, the primary French contribution to the defence of the
Dunkirk beachhead was Gén. Fagalde’s 16e Corps d’armée. Having lost half
of one division (21e Division d’infanterie) on a tragic deployment towards
Boulogne, this corps consisted of two intact infantry divisions and a horse-
mounted reconnaissance battalion (18e Groupe de reconnaissance de corps
d’armée, GRCA). On 23 May Fagalde was ordered to move his HQ and
one division (68e Division d’infanterie) to the west between Gravelines
and Saint-Omer, leaving the other (60e Division d’infanterie) with the
Belgians to protect the Bruges (now Brugge) area.
Informed he was to command all French ground forces along the Channel
coast, Fagalde immediately went to Dunkirk to confer with Vice-amiral Abrial
and assess what other units he had to work with. Manning the area’s fixed
defences were the three reserve battalions of the 272e Demi-brigade d’infanterie
assigned to the 11,000-man Secteur fortifié de Flandres under Général de
brigade Eugène Barthélemy, headquartered in the ancient walled and moated
city of Bergues, 8.5km (5 miles) south of Dunkirk. Additionally there were two
training battalions, three labour battalions and five battalions from his
decimated 21e Division d’infanterie (mainly the 137e RI) holding Gravelines
and Bourbourg. For artillery Fagalde had six battalions of 75mm guns, five of
155mm guns and two of 25mm anti-tank guns.
16
TOP
HMS Wakeful steaming off
Bray-Dunes. Commissioned in
1917, Wakeful was one of 37
old V and W-class boats on
strength at the beginning of
the war. They were equipped
with four single 4in. guns and
two triple torpedo tubes. (IWM
HU1141)
BOTTOM
HMS Grafton was one of the
Royal Navy’s newer, larger
(1,350-ton) class of destroyers,
eight of which were
commissioned in 1936. They
mounted four quick-firing
4.7in. guns and eight torpedo
tubes and had two quad-MG
(.50-cal. Browning) anti-aircraft
mounts. (IWM FL22287)
Allied naval forces

Guarding the eastern approaches to the English Channel, Dover Command’s
mission was primarily centred on anti-submarine and mine warfare. Ramsay
began the May campaign with 11 destroyers – mostly old, small World War I
types – but in a wide variety of operations along the French, Belgian and Dutch
coasts one was lost and two were so badly damaged they had to be withdrawn
from operations. The survivors were supplemented by three old destroyers
and two modern ones, plus a similar and contemporary British-built Polish
example. In the shoal-ridden Channel and tight confines of French harbours,
the destroyers’ shallow draught and excellent manoeuvrability proved
premium assets.
For mine warfare Ramsay originally had 30 minesweepers and 24 armed
trawlers equipped for minesweeping. In the course of the campaign, the
command would be reinforced with 20 additional destroyers, six newer
minelaying destroyers and six fleet minesweepers.
Generally, Ramsay’s 39 British destroyers were of two categories; more
numerous were the 20–22-year-old boats of the V and W classes. Too old,
small and lightly armed for Fleet duties these 1,188-ton warships were still
very useful, especially for convoy and coastal duties.
Also available to Dover Command was the 1st Flotilla’s newer, larger and
more powerful 1,350-ton G-class boats and the 20th Flotilla’s modified
1,400-ton E- and I-class minelaying destroyers. However, the Royal Navy
had yet to acquire effective fast-firing anti-aircraft weapons, making both the
newer large and the older small destroyers very vulnerable to air – especially
dive-bomber – attacks.
Like Dover Command, Amiral Nord had a sizeable group of large and
small destroyers based at Dunkirk to guard the French side of the English
Channel. These initially included four large (2,126/2,440-ton) destroyers,
nine (1,298/1,356-ton) destroyers and six small (669-ton) torpedo boats,
augmented by seven small ‘submarine chasers’ and nine naval auxiliaries.
17
RAF Supermarine Spitfires Allied air forces

on patrol. A match for the On 21 May the ragged remnant of the BEF’s air component flew home to
Messerschmitt Bf 109E,
England. Similarly, once Groupe d’armées 1 was cut off in the north the Armée
the elegantly designed and
manoeuvrable British fighter de l’Air’s 25e Groupement of fighters (Groupes de Chasse III/1 and II/8,
received its first taste of originally covering Giraud’s 7e Armée) was withdrawn south of the Somme.
combat over Dunkirk, its That day French and British air commanders met to revise the arrangements
performance limited by the
for supporting the Allied armies in the north. Because the Armée de l’Air’s
RAF’s restrictive three-plane
‘vic’ formations, rigid attack Zone d’Operations Aériennes Nord (Northern Zone of Air Operations,
tactics and the raw ZOAN) had retired to the Paris region and the lower Seine it lacked any ability
inexperience of the pilots. to protect Groupe d’armées 1. Thus, it was agreed that ZOAN, coupled with
(IWM CH740) the British Advanced Air Striking Force (AASF), would cover the Somme and
Aisne sectors while the UK-based 11 Group (fighters) and 2 Group (light
bombers) supported the Allied armies trapped in the north.
In all, RAF Fighter Command had expended 386 Hurricanes and
lost 56 pilots killed and 18 captured in the fighting in France. This left
11 Group with 269 serviceable day fighters (114 Spitfires, 137 Hurricanes
and 18 Defiants) in 21 squadrons, five of which (flying Spitfires) were retained
for home defence. Therefore 16 squadrons with a total strength of about
200 machines, would provide air cover over the Allied armies trapped in
the Dunkirk Pocket.
Bombing support would be provided by 2 Group’s Bristol Blenheim IV
twin-engine light bombers. Having lost 60 of this type in 16 days of almost
continuous combat operations, the Group’s six squadrons were now down to
60 serviceable examples, manned by very tired aircrews.
18
A 10.5cm le FH 18 moves up
during the advance across
Belgium. Contrary to British
propaganda at the time,
subsequent histories and
popular belief, most of the
forces facing the BEF were not
modern mechanized units but
1918-style infantry formations
with horse-drawn artillery.
(IWM HU3894)
GERMAN FORCES
After the BEF’s small, but stinging, spoiling attack at Arras on the 21st,
all of Guderian’s superiors began worrying that the hard-charging Panzers
had outstripped their infantry consorts to the point where they were now
dreadfully exposed. His immediate superior – General der Kavallerie Ewald
von Kleist – was worried about what the British counterattack portended
and the rising tank losses being experienced in the last few days. About
the same time (1640hrs on 23 May) Kleist’s new boss – AOK 4 commander
Generaloberst Günther Hans von Kluge – telephoned Heeresgruppe A
commander, Generaloberst Gerd von Rundstedt, advising that ‘the troops
would welcome an opportunity to close up tomorrow’. Rundstedt, who had
his own reservations about continuing the unbridled offensive and wanted a
period of rest and regrouping before attacking south of the Somme, consented
readily and at 2000hrs Kluge telephoned both Panzergruppen HQs stating
that AOK 4 would not advance during the 24th in order to allow the infantry
to close up with the Panzers.
That day Hitler visited Rundstedt’s Heeresgruppe A HQ (a vine-encrusted
townhouse in Charleville, France) and a discussion on the means to subsequently
eliminate the Allied pocket ensued. Influenced by Generaloberst Wilhelm Keitel,
the Chief of the Oberkommando der Wehrmacht (OKW), Hitler had become
worried that the Panzers would be bogged down in Flanders and wanted
to preserve them for the coup de grâce to be delivered against the French.
Additionally, for political reasons he wanted Heeresgruppe B to push the Allied
forces out of Belgium so that their final defeat would take place on French soil
and not in neutral territory. Thus Hitler became even more adamant about
stopping the Panzers than his generals.
Returning to Felsennest (his battle HQ, a hunting lodge in the forests at
Münstereifel, south of Bonn) Hitler directed the OKH to issue a Haltbefehl,
‘halt order’. As passed to Kluge’s AOK 4 it read ‘By the Führer’s orders…
hold [along] the favourable defensive line Lens–Béthune–Aire–Saint-Omer–
Gravelines, and allow the enemy to attack it.… The principal thing now is to
husband the armoured formations for later and more important tasks.’
19
LEFT Thus the Allied forces trapped in the Dunkirk–Lille Pocket were caught
Supplementing Richthofen’s between what the Germans called ‘the hammer and the anvil’. To the east were
Stukas were new dive-
the German infantry divisions of Bock’s Heeresgruppe B, which consisted of
bombing-capable Junkers 88As
of Keller’s Amsterdam-based I. two armies: Küchler’s AOK 18, which had completed the conquest of Holland
Gruppe/Kampfgeschwader 30. and deployed across the Scheldt to become Bock’s right wing, and Reichenau’s
This unit’s crews were trained AOK 6. These were entirely slow-moving 1918-style infantry formations –
in the highly specialized anti-
21 divisions in six corps – composed of foot soldiers and horse-drawn artillery.
shipping role and had
accounted for several Royal All of Bock’s motorized and mechanized units – as well as all OKH reserves –
Navy warships during the had been sent around the Allied pocket to join Rundstedt’s drive to the sea.
Norwegian campaign. (IWM Halting along the Canal Line to the west were the Panzer units hot from
MH6115) their headlong dash to the Channel. Facing the Allied pocket, Kluge’s AOK 4
RIGHT controlled Panzergruppe Kleist (minus XIV AK (mot.) protecting the south
German S-boat at speed. flank) and the newly created Panzergruppe Hoth, formerly XV AK (mot.) now
Armed with two tubes for G7a joined by the XVI and XXXIX AK (mot.) from Heeresgruppe B. Three infantry
21in. torpedoes and capable of
corps supported them. All told, Heeresgruppe A had swelled to 71 divisions in
35 knots, these fast attack craft
were masters at nocturnal hit- 22 corps, but most of these were in AOK 12 and 16, which had been left behind
and-run tactics. (IWM U7) to control the flow of infantry marching into the extended German salient and
protect the south flank along the Somme.
Just as worrisome as the lack of infantry support was the fact that the
Panzer units had become badly depleted in their combats with Allied defenders
and in their drive across northern France. Out of 2,428 tanks with which Kleist
had begun the campaign (see Battle Orders 32: Panzer Divisions: The Blitzkrieg
Years 1939–40 by Pier Paolo Battistelli, Osprey Publishing Ltd: Oxford, 2007),
he estimated 30 per cent had been lost in combat or were irreparably damaged.
Another 20 per cent had been left behind because of mechanical breakdowns
or were in need of repair before continuing across the Aa. This left him with
only 1,220 operational tanks but with the respite provided by the ‘stop order’,
it was estimated that the 730 reparable vehicles could be back in their units in
three days or less.
The Luftwaffe
The Luftwaffe too had suffered heavy losses during the opening stages of Fall
Gelb. While they had driven the BEF’s air component from the Continent
and reduced the Armée de l’Air to impotence, heavy attrition had eroded the
German air force’s strength; 641 combat aircraft (as of 25 May) were lost
(23 per cent of its starting inventory) and serviceability was down to 50 per
cent. Even with timely replacements General der Flieger Albrecht Kesselring,
commanding Luftflotte 2, reported that many bomber Gruppen (groups)
were reduced to 15 serviceable aircraft (against a statutory strength of 36).
20
Nevertheless, on 24 May, when the Nazi leaders began to debate how to

conclude the dramatically successful western offensive, Göring begged Hitler
for a chance at glory, saying ‘Mein Führer, leave the destruction of the enemy
surrounded at Dunkirk to me and my Luftwaffe.’ Before the day ended Hitler
granted Göring’s request in OKW War Directive No. 13, ordering the Luftwaffe
‘to break down all resistance of the surrounded enemy forces, to prevent the
escape of the British forces across the Channel, and to secure the southern flank
of Heeresgruppe A.’
This was easier said than done. Because the Heinkels and Dorniers were
operating at the limits of their range – I and II Fliegerkorps were still largely
based in Germany, some as far as 480km (300 miles) from Dunkirk – they
were restricted to a single mission each day. General der Flieger Alfred Keller’s
Holland-based IV Fliegerkorps was closer but was needed to support AOK
18’s assault on the Belgians and Generalleutnant Ritter von Greim’s V
Fliegerkorps was increasingly tasked with protecting Rundstedt’s southern
flank by striking the Allied forces marshalling south of the Somme. This left
Richthofen’s VIII Fliegerkorps as the only air command capable of executing
Göring’s stated intention, but even they had problems.
VIII Fliegerkorps’ two Junkers 87 Stuka dive-bomber Geschwader (‘wings’
– Stukageschwader 2 and 77) tried to follow closely behind their armoured
charges, but they just could not keep up. On 24 May Stukas of Stukageschwader
2 leapfrogged to Guise, near Saint-Quentin, 170km (106 miles) from Dunkirk,
while Stukageschwader 77 remained at Rocroi another 70km (43 miles) to the
rear, operating at the very limits of their combat radius.
The Kriegsmarine
With the German Navy’s heavy surface units crippled in the ongoing
Norwegian campaign and the Channel too narrow, shallow and heavily mined
for large-scale U-boat operations, the Kriegsmarine was limited to using its
high-speed torpedo boats or Schnellboote (or S-boote, called ‘E-boats’, short
for ‘enemy boats’, by the British) for hit-and-run attacks, normally at night.
Marinegruppe Kommando West, Admiral Alfred Saalwächter, had two
flotillas (totalling nine) of these fast light attack craft and they moved to the
main Dutch naval base at Den Helder soon after its capture. Supported by two
tenders and staging from the Dutch naval base at Vlissingen (Flushing), they
soon proved their worth, S.21 and S.23 sinking the large French destroyer
Jaguar as it approached Dunkirk on 22/23 May, and S.34 sinking the 694-ton
coastal freighter Aboukir near the North Hinder buoy six nights later.
Supplementing the S-boats was a single flotilla of seven small 291-ton
(341-ton submerged) Type IIC and two smaller Type IIB coastal/training
U-boats. Having lost three U-boats in October 1939 to mines in the Channel,
the Kriegsmarine was quite naturally reluctant to send their submarines into
the shallow, shoal-ridden waters but they did station four of these small boats
in what the Germans called the ‘Hoofen’, the south-eastern corner of the
North Sea between the Kent coastline and the Scheldt Estuary.
21
ORDERS OF BATTLE II Corps – Lt. Gen. Alan F. Brooke

(As of 30 May 1940, except when noted) 3rd Division – Maj. Gen. Bernard L. Montgomery
7th Guards Brigade
ALLIED FORCES TRAPPED IN THE 8th Brigade
9th Brigade
DUNKIRK–LILLE POCKET 7th, 33rd and 76th Field Regiments RA
20th Anti-Tank Regiment RA
BRITISH EXPEDITIONARY FORCE – GENERAL LORD 4th Division – Maj. Gen. Dudley Johnson
GORT 10th Brigade
11th Brigade
GHQ Troops 12th Brigade
1st Army Tank Brigade – Brigadier Charles Norman 22nd, 30th and 77th Field Regiments RA
4th/7th Battalion The Royal Tank Regiment 14th Anti-Tank Regiment RA
Not brigaded: 5th Division – Maj. Gen. Harold E. Franklyn
12th Battalion The Royal Lancers 13th Brigade
13th/18th Battalion The King’s Royal Hussars (15th Brigade deployed to Norway)
1st Battalion The Welsh Guards 17th Brigade
1st Battalion The Lothians and Border Yeomanry 143rd Brigade (detached from 48th Division)
9th Battalion The West Yorkshire Regiment 9th, 91st and 92nd Field Regiments RA
Machine-gun units 52nd Anti-Tank Regiment RA
7th Battalion The Cheshire Regiment 50th Division (Northumbrian) – Maj. Gen. Giffard le Q. Martel
1st/8th Battalion The Middlesex Regiment 150th Brigade
4th Battalion The Gordon Highlanders 151st Brigade
6th Battalion The Argyll and Sutherland Highlanders 4th Battalion The Royal Northumberland Fusiliers
Pioneer units 72nd and 74th Field Regiments RA
6th, 7th, 8th and 9th Battalions The King’s Own 65th Anti-Tank Regiment RA
Royal Regiment Corps troops:
6th Battalion The Royal Scots Fusiliers Artillery
7th Battalion The Royal Norfolk Regiment 60th and 88th Army Field Regiments RA
1st/6th Battalion The South Staffordshire Regiment 53rd and 59th Medium Regiments RA
Artillery 53rd Light Anti-Aircraft Regiment RA
1st and 2nd Regiments RHA 2nd Survey Regiment RA
32nd, 98th, 115th and 139th Field Regiments RA Machine-gun units
1st, 2nd, 4th, 58th, 61st, 63rd, 65th and 69th Medium 2nd and 1st/7th Battalions The Middlesex Regiment
Regiments RA 2nd Battalion The Royal Northumberland Fusiliers
1st, 51st and 52nd Heavy Regiments RA
1st, 2nd and 3rd Super Heavy Regiments RA III Corps – Maj. Gen. S. R. Wason
Anti-aircraft units 2nd Division – Maj. Gen. Noel Irwin
1st, 4th, 6th, 69th and 85th Anti-Aircraft Regiments RA 4th Brigade – destroyed at Béthune and La Paradis, 27 May
1st, 51st and 58th Light Anti-Aircraft Regiments RA 5th Brigade – largely destroyed at La Bassée, 27 May
1st, 2nd and 3rd Searchlight Regiments RA 6th Brigade – destroyed at Robecq and Saint-Venant, 27 May
25th Brigade – detached from 50th Division
I Corps – Lt. Gen. Michael G. H. Barker 10th, 16th and 99th Field Regiments RA
1st Division – Maj. Gen. The Hon. Harold R. L. G. Alexander 13th Anti-Tank Regiment RA
1st Guards Brigade 2nd Light Armoured Reconnaissance Brigade
2nd Brigade 44th (Home Counties) Division – Maj. Gen. Edmund A. Osborne
3rd Brigade 131st Brigade
2nd, 19th and 67th Field Regiments RA 132nd Brigade
21st Anti-Tank Regiment 133rd Brigade
42nd (East Lancashire) Division – Maj. Gen. William Holmes 57th, 58th and 65th Field Regiments RA
125th Brigade 57th Anti-Tank Regiment RA
126th Brigade 1st Light Armoured Reconnaissance Brigade
127th Brigade 46th (North Midland and West Riding) Division –
52nd and 53rd Field Regiments RA Maj. Gen. Harry Curtis
56th Anti-Tank Regiment RA 137th Brigade (2nd/5th Battalion The West Yorkshire
Corps troops: Regiment only)
Machine-gun units 138th Brigade – nearly destroyed at Abbeville 20 May
2nd and 4th Battalions The Cheshire Regiment 139th Brigade
2nd Battalion The Manchester Regiment 48th (South Midland) Division – Maj. Gen. Andrew F. A. N. Thorne
Artillery 144th Brigade
27th and 140th Field Regiments RA 145th Brigade – surrendered near Watou on 29 May
3rd and 5th Medium Regiments RA 18th, 24th and 68th Field Regiments RA
52nd Light Anti-Aircraft Regiment RA 53rd Anti-Tank Regiment RA
22
Corps troops: 1st Minesweeping Flotilla two minesweepers from Scapa

Artillery Flow
5th Regiment RHA 12th Minesweeper Flotilla four minesweepers from
97th Field Regiment RA Harwich
51st and 56th Medium Regiments RA Thames Estuary Defence Flotilla two gunboats from the Nore
54th Light Anti-Aircraft Regiment RA Command
3rd Survey Regiment RA 1st Motor Anti-Submarine Boat Flotilla seven motor anti-
Machine-gun units submarine boats
7th Battalion The Royal Northumberland Fusiliers Three paddle anti-aircraft ships
1st/9th Battalion The Manchester Regiment three armed boarding vessels
1st Battalion Princess Louise’s Kensington Regiment 42 personnel ships
Eight hospital carriers
Line of communications troops*
Three store ships
12th (Eastern) Division – Maj. Gen. R. L. Petre
13 army landing craft
35th Brigade – destroyed at Abbeville, 20 May
Six RAF seaplane tender boats
36th Brigade – destroyed at Doullens, 20 May
37th Brigade – largely destroyed at Amiens, 20 May, One Belgian Navy patrol boat
remnants retired south of the Somme River Five Belgian tugs
23rd (Northumbrian) Division (-) – Maj. Gen. William Herbert 43 Belgian trawlers
69th Brigade – badly battered on the Scarpe, 20 May; Four Belgian passenger launches
escaped to Dunkirk One Royal Netherlands Navy motorboat
70th Brigade – destroyed at Blairville-Mercatel, 20 May 40 Dutch schuyts (with RN crews)
*51st Division attached to French 3e Armée One Dutch yacht
25 yachts
ROYAL NAVY (as of 26 May 1940) 40 tugs
61 drifters
Flag Officer Dover – V. Adm. Bertram Home Ramsey 346 assorted small craft
Captain (Destroyers) 19th Destroyer Flotilla 11 older destroyers
Detached from 1st Destroyer Flotilla two modern ROYAL AIR FORCE
destroyers plus one Polish
1st and 2nd Anti-Submarine Striking Force six patrol sloops Fighter Command – Air Chief Marshal Sir Hugh Dowding
(coastal corvettes) 11 Group – Air Vice-Marshal Keith Park
1st Motor Torpedo Boat Flotilla six motor torpedo boats No. 17 Sqn., 13 Hurricanes, Kenley
4th Minesweeper Flotilla five minesweepers No. 19 Sqn., 13 Spitfires, Hornchurch
5th Minesweeper Flotilla eight minesweepers No. 32 Sqn., four Hurricanes, Biggin Hill
6th Minesweeper Flotilla three minesweepers
No. 41 Sqn., 17 Spitfires, Hornchurch
7th Minesweeper Flotilla five minesweepers
No. 56 Sqn., 16 Hurricanes, North Weald
8th Minesweeper Flotilla three minesweepers
No. 64 Sqn., 13 Spitfires, Kenley
10th Minesweeper Flotilla six minesweepers
No. 65 Sqn., 1 Spitfire, Hornchurch
Minesweeping Group 51 nine minesweeping trawlers
Minesweeping Group 61 nine minesweeping trawlers No. 79 Sqn., 6 Hurricanes, Biggin Hill
10th Anti-Submarine Striking Force six trawlers No. 92 Sqn., 13 Spitfires, Northolt
11th Anti-Submarine Striking Force six trawlers No. 111 Sqn., 17 Hurricanes, North Weald
21st Anti-Submarine Group six trawlers No. 145 Sqn., 18 Hurricanes, Tangmere
40th Anti-Submarine Group six trawlers No. 151 Sqn., 19 Hurricanes, North Weald
No. 213 Sqn., 10 Hurricanes, Biggin Hill
Reinforcing units No. 222 Sqn., 15 Spitfires, Hornchurch
Anti-aircraft Cruiser HMS Calcutta from the Nore Command No. 229 Sqn., eight Hurricanes, Biggin Hill
1st Destroyer Flotilla three destroyers from the Nore Command No. 235 Sqn., Blenheim IFs, Bircham Newton
5th Destroyer Flotilla two destroyers from the Nore Command No. 242 Sqn., 11 Hurricanes, Biggin Hill
9th Destroyer Flotilla two destroyers from Western Approaches No. 245 Sqn., NA Hurricanes, Hawkinge
Command No. 264 Sqn., 15 Defiants, Duxford
11th Destroyer Flotilla five destroyers from Western No. 601 Sqn., 15 Hurricanes, Tangmere
Approaches Command No. 609 Sqn., 18 Spitfires, Northolt
15th Destroyer Flotilla one destroyer from Western No. 610 Sqn., 12 Spitfires, Biggin Hill
Approaches Command No. 616 Sqn., 12 Spitfires, Hornchurch
16th Destroyer Flotilla four destroyers from
Portsmouth Command Bomber Command
17th Destroyer Flotilla two destroyers from Western 2 Group
Approaches Command No. 15 Sqn., Blenheim IVs, Wyton
18th Destroyer Flotilla one destroyer from Western
No. 21 Sqn., Blenheim IVs, Wattisham
Approaches Command
No. 40 Sqn., Blenheim IVs, Wyton
20th Destroyer Flotilla six minelaying destroyers from
the Nore Command
1st Sloop Division one escort sloop from Western
Approaches Command No. 110 Sqn., Blenheim IVs, Wattisham
23
Coastal Command 3e Division légère Mécanique – Gén. de div. Langlois

16 Group 1re RC
No. 48 Sqn., Ansons, Thorney Island 2e RC
No. 206 Sqn., Hudsons, Bircham Newton 12e RC
No. 220 Sqn., Hudsons, Thornaby 11e RDP
No. 254 Sqn., Blenheim IVs, Detling 76e RATT
No. 500 Sqn., Ansons, Detling 3e GRCA (motorisée)
Attached Fleet Air Arm squadrons Formerly of 7e Armée – Reassigned to Forces Maritimes du Nord
NAS 801, Skuas, Detling on 24 May 1940
NAS 806, Skuas, Manston 16e Corps d’armée – Gén. de corps M. B. Alfred Fagalde
NAS 815, Swordfish, Detling 21e Division d’infanterie – Gén. de brig. Félix Lanquetot
NAS 825, Swordfish, Detling 48e RI – largely destroyed near Boulogne on 22 May
NAS 826, Albacores, Ford 65e RI – largely destroyed near Calais on 22 May
137e RI
35e RAD
FRENCH ARMY 255e RAD
27e GRDI
Groupe d’armées 1 – Gén. d’armée Jean Georges Maurice 60e Division d’infanterie – Gén. de brig. Deslaurens
Blanchard 241e RI
1ère Armée – Gén. de corps René Jacques Adolphe Prioux 270e RI – largely destroyed during retreat between
3e Corps d’armée – Gén. de corps Fournelle de la Laurencie Zeebrugge and Nieuport on 29 May
1ère Division d’infanterie motorisée – surrendered at Lille, 271e RI
31 May 1940 50e RA – attached to Belgian Army, lost on 28 May
7e GRDI II/307e RAD
2e Division d’infanterie Nord-Africaine – surrendered at 68e GRDI
Lille, 31 May 1940 68e Division d’infanterie – Gén. de div. Beaufrère
92e GRDI 224e RI
12e Division d’infanterie motorisée – Gén. de brig. 225e RI
Louis Janssen 341e RI
8e RZ 89e RAD
150e RI 289e RAD
25e RAD I/307e RAD
225e RAD 59e GRDI
3e GRDI 115e RALH
Remnant of 32e Division d’infanterie – Gén. Maurice Lucas 407e RP (from 7e Armée)
III/122e RI 616e RP
III/143e RI 18e GRCA
4e Corps d’armée – Gén. de corps Aymer – surrendered at Lille, Secteur fortifié de Flandres – Gén. de brig. Eugène Barthélemy
31 May 1940 272e Demi-brigade d’infanterie – Lt. Col. Lemistre
15e Division d’infanterie motorisée 14e RRT (one battalion only)
1ère Division d’infanterie Marocaine 15e RRT (one battalion only)
4e Division d’infanterie 221e RRT (one battalion only)
7e GRCA 161e RAP
106e RALH Groupe des Secteurs Nord (autonomous coastal defence
fortress units)
604e RP
IV/310e RI – Dunkirk
5e Corps d’armée (motorisée) – Gén. de corps René Altmayer –
V/310e RI – Calais
surrendered at Lille, 31 May 1940
VI/310e RI – Boulogne
25e Division d’infanterie motorisée
VII/310e RI – Gravelines
5e Division d’infanterie Nord-Africaine
21e Centre d’instruction divisionnaire
104e RALT
21e Bn./110e RI
605e RP
21e Bn./129e RI
Corps de cavalerie – badly depleted in continuous combat
147e Bataillon de Sapeurs-Mineurs
1ère Division légère mécanique – Gén. de brig. Picard
4e RC
FRENCH NAVY
6e RC
18e RD Forces Maritimes du Nord – Vice-amiral Jean-Charles Abrial
4e RDP ‘Pas de Calais’ Flotilla – Contre-amiral Marcel Landriau
74e RATTT Two large torpedo boat destroyers
2e Division légère mécanique – Gén. de brig. Bougrain Six torpedo boat destroyers
8e RC Six torpedo boats
13e RD Five dispatch boats (sloops)
29e RD Two minesweepers
1re RDP Six submarine chasers
71e RATTT Three personnel ships (detached to RN)
24
Additional Ships Aufkl.-Abt. 18

12 motor torpedo boats Pzab.-Abt. (mot.) 18
13 auxiliary minesweepers Pion.-Bat. 18
7 auxiliary patrol vessels Nachr.-Abt. 18
Six troop transports 254. Infanterie-Division – Gen.Lt. Walter Behschnitt
12 cargo ships IR 454
59 trawlers IR 474
IR 484
AR 254
GERMAN FORCES Aufkl.-Abt. 254
Pzab.-Abt. 254
GERMAN ARMY Pion.-Bat. 254
Nachr.-Abt. 254
Heeresgruppe A – Gen.Obst. Gerd von Rundstedt
AOK 4 – Gen.Obst. Günther Hans von Kluge AOK 18 – Gen. Georg von Küchler
Panzergruppe Kleist – Gen. Ewald von Kleist IX AK – Gen. Hermann Geyer (from AOK 6)
XIV AK (mot.) – Gen. Gustav von Wietersheim AR (mot) 617
AR (mot) 782 56. Infanterie-Division – Gen.Lt. Karl Kriebel
9. Panzer-Division – Gen.Lt. Dr Albert Ritter von Hubicki IR 171
– from Heeresgruppe B/AOK 18/XXXIX AK IR 192
PR 33 (-) IR 234
SR (mot.) 10 (-) AR 156
SR (mot) 11 (-)
Aufkl.-Abt. 156
AR (mot.) 102 (-)
PzJäg.-Abt. 156
AR 9
Pion.-Bat. 156
PzJäg.-Abt. (mot.) 50
Nachr.-Abt. 156
Pion.-Bat. 86
216. Infanterie-Division – Gen.Lt. Hermann Böttcher
Nachr.-Abt. 85
IR 348
20. Infanterie-Division (mot.) – Gen.Lt. Mauriz Wiktorin
IR 396
zu Hainburg – from Heeresgruppe B/AOK 6/XVI AK
IR (mot.) 76 IR 398
IR (mot.) 80 AR 216
AR (mot.) 20 (-) Aufkl.-Abt. 216
I./AR (mot.) 58 Pzab.-Abt. 216
Aufkl.-Abt. 20 Pion.-Bat. 216
Beob.-Abt. 20 Nachr.-Abt. 216
Pzab.-Abt. (mot.) 20 XXVI AK – Gen.Lt. Albert Wodrig
Pion.-Bat. 20 AR (mot.) 785
Nachr.-Abt. 20 208. Infanterie-Division – Gen.Maj. Moritz Andreas – to
Attached: IR (mot.) ‘Grossdeutschland’ IX AK as of 2 June 1940
IR (mot.) ‘Leibstandarte SS Adolf Hitler’ IR 309
11. Schützenbrigade (mot.) – Obst. Angern – from IR 337
Höheres Kommando XXXI/Denmark IR 338
IR (mot.) 110 AR 208
IR (mot.) 111 Aufkl.-Abt. 208
MG.-Bat. (mot.) 13 PzJäg.-Abt. 208
III./AR (mot) 677 Pion.-Bat. 208
Nachr.-Abt. 208
Heeresgruppe B – Gen.Obst. Fedor von Bock 256. Infanterie-Division – Gen.Lt. Gerhard Kauffmann
AOK 6 – Gen.Obst. Walter von Reichenau IR 456
X AK – Gen.Lt. Christian Hansen (from AOK 18) IR 476
14. Infanterie-Division – Gen.Lt. Peter Wyer IR 481
IR 11 AR 256
IR 53 Aufkl.-Abt. 256
IR 101 PzJäg.-Abt. 256
AR 74 (+) Pion.-Bat. 256
Aufkl.-Abt. 14 Nachr.-Abt. 256
PzJäg.-Abt. 14
Pion.-Bat. 14
Nachr.-Abt. 14 LUFTWAFFE – GENERALFELDMARSHALL HERMAN
18. Infanterie-Division – Gen.Lt. Friedrich-Carl Cranz GÖRING
IR 30
IR 51 Luftflotte 2 – Gen. Albrecht Kesselring
IR 54 (Fern)/Aufklärungsgruppe 122
AR 18 (+) Wekusta 26
25
I Fliegerkorps– Gen. Ulrich Grauert StG 2, Ju 87B

5. (Fern)/Aufklärungsgruppe 122 StG 77, Ju 87B
KG 1, He 111H IV.(St)/LG 1, Ju 87B
KG 76, Do 17Z I.(St)/Trägergrp. 186, Ju 87B
KG 77, Do 17Z JG 2, Bf 109E
JG 77 (-), Bf 109E JG 27, Bf 109E
I.(J)/LG 2 , Bf 109E Jagdfliegerführer 3 – Obst. Gerd von Massow
II.(J)/Trägergrp. 186, Bf 109E JG 52 (-), Bf 109E
ZG 76 (-), Bf 110C JG 53, Bf 109E
IV Fliegerkorps – Gen. Alfred Keller JG 54, Bf 109E
1. (Fern)/Aufklärungsgruppe 121 ZG 2, Bf 110C
LG 1, He 111H ZG 26 (+), Bf 110C
KG 4, He 111P
KG 27, He 111P KRIEGSMARINE – GROSSADMIRAL ERICH RAEDER
KG 54, He 111P
I./KG 30, Ju 88A Marinegruppe Kommando West – Adm. Alfred Saalwächter
Jagdfliegerführer 2 – Gen.Lt. Hans von Döring Küstenbefehlshaber Südwest (Den Helder) – V.Adm. Lothar von
JG 26 (+), Bf 109E Arnauld
JG 51 (+), Bf 109E 1. Schnellbootsflotilla – Klt. Heinz Birnbacher
Four S-boats
Luftflotte 3 – Gen. der Flieger Hugo Sperrle Tender Tsingtau
(Fern)/Aufklärungsgruppe 123 (-) 2. Schnellbootsflotilla – Klt. Rudolf Petersen
Wekusta 51 Five S-boats
II Fliegerkorps– Gen. Bruno Lörzer Tender Tanga
3. (Fern)/Aufklärungsgr.121 Unterseebootsführung – KsZ. Eberhard Godt
KG 2, Do 17Z 1. Unterseebootsflotilla – Korvettenkapitän Hans
KG 3, Do 17Z Eckermann
KG 53, He 111H Nine Type II coastal submarines
VIII Fliegerkorps– Gen.Maj. Wolfram von Richthofen Tender Saar
2.(Fern)/Aufklärungsgr.123
StG 1 (-), Ju 87B
ABBREVIATIONS PzJäg.-Abt – Panzerjäger-Abteilung

RAD – Régiment d’artillery divisionnaire
AK – Armeekorps RALH – Régiment d’artillerie lourde
AR – Artillerie-Regiment hippomobile
Aufkl.-Abt. – Aufklarüngs-Abteilung RALT – Régiment d’artillerie lourde tractée
Beob.-Abt. – Beobachtungs-Abteiling RAP – Régiment d’artillerie de position
GRCA – Groupe de reconnaissance de corps RATTT – Régiment d’artillery divisionnaire
d’armée tractée tous-terrains
GRDI – Groupe de reconnaissance de RC – Régiment de cuirassiers
division d’infanterie RD – Régiment de dragons
JG – Jagdgeschwader RDP – Régiment de dragons portés
KG – Kampfgeschwader RI – Régiment d’infanterie
LG – Lehrgeschwader RP – Régiment de pionniers
MG.-Bat. – Maschinengewehr-Bataillon RRT – Régiment régionaux de travailleurs
Nachr.-Abt. – Nachrichten-Abteilung RZ – Régiment de zouaves
Pion.-Bat. – Pionier-Abteilung SR – Schützen-Regiment
PR – Panzer-Regiment StG – Stukageschwader
Pzab.-Abt. – Panzerabwehr Abteilung ZG – Zerstörergeschwader
26
OPPOSING PLANS
You are now authorized to operate towards the coast forthwith in conjunction with the French and Belgian armies.
Secretary of State for War Anthony Eden to BEF Commander Lord Gort, just before 1900hrs, 26 May 1940
OPERATION DYNAMO
The ability to rescue the BEF actually depended on two plans that met at the
water’s edge. The BEF had to organize a withdrawal into and defence of
the Dunkirk perimeter, as well as develop an embarkation programme; Dover
Command had to organize, control and protect the shipping, its routes and
the embarkation points. To prevent the Luftwaffe from interrupting the
desperate process, the RAF had to provide continuous, effective air cover.
To orchestrate the BEF’s part, Lord Gort chose III Corps commander
Lieutenant-General Sir Ronald Adam. His primary staff elements consisted of
the BEF’s quartermaster-general, chief engineer, and Lt. Col. Bridgeman.
Adam was charged with surveying the ground and making all necessary plans
for a defensive perimeter, organizing the means to sustain the 250,000 British
troops, and making the preparations for effective and timely embarkations.
To establish a defensible perimeter, Lord Gort sent the commander of the
48th (South Midland) Division, Major-General Andrew F. A. N. Thorne, his
staff and his 144th Brigade to Dunkirk on 25 May. Upon arrival, Thorne
found that Gén. Fagalde had already established a strong defence in depth,
with what remained of 21e Division d’infanterie deployed behind the line
Gravelines–Watten–Cassel and Général de division Beaufrère’s 68e Division
d’infanterie entrenched along a secondary line of canals connecting Mardyck–
Spycker–Bergues, heavily supported by artillery. Consequently Thorne placed
the 144th Brigade on the left flank of the secondary line at Wormhoudt.
Working together, Adam and Fagalde quickly mapped out a defensible
48km (30-mile) perimeter using as many contiguous water barriers as possible.
With Fagalde already holding the west side of the perimeter, it was naturally
agreed that arriving French troops would be placed west of the
Dunkirk–Bergues Canal. In the British portion Adam placed II Corps furthest
east, covering the two canals forming the corner at Nieuport and extending
almost to Furnes. I Corps would defend the centre around Furnes and III
Corps would fill in between there and Bergues.
Adam planned for the BEF to be evacuated in reverse order: III, II and
I Corps with the last providing the rearguard. Embarkation assembly areas
and control centres were established at three beaches: Malo-les-Bains, an
eastern suburb of Dunkirk (for III Corps); Bray-Dunes Plage, 10km (6 miles)
to the east (I Corps); and La Panne Bains (now De Panne), 6km (4 miles)
further east (II Corps).
27
28
N
English Chann el Zeebrugge Breskens
Léop
XX
XX
Lys
Ostend
C
1 (-)
anal
60
old C an
Nieuport-Bains al BE Terneuzen
FR de
Bray- XXXX D
Malo-les- Nieuport
CAM219_2311.qxd:Layout 1
érivat Léopold Ca
Calais XX Dunes La Panne BE Bruges XX i on XX nal
II
Mardyck Bains
l
XX 1 Furnes Leopold G 17 V 256

II 310 XX h
ana
10 Dunkirk XX en XXX
Gravelines FR 68 16 XXX t BE Maldegem XX Balgerhoeck
nC
13 Res.
Loo
(-) -Br
Bourbourg FR 16 ug 12
uze
II Eecloo XXVI
n al
BE
e
III a es
Can
III Spycker FR C XX Ca XX BE
al
ern
137 21 II lme XX
X XX
Aa Canal
GD
na 11 II
XXX
FR 6GH B a s s e Co Dixmude 16 Res. (-) l
nt-T
(+) Bergues 208

11/12/09
III XX BE XX BE
XIX (+) ser XX
X
X XX
Ghe
Saint- SFF Socx Loo Y 18 Res. Ronsele

Pierre Broucke (-) X 1 CA 7 2 VI XXXX
FR Drincham
X
14 Res. (-) XX
III BE XX
XX BE XX BE X 18
BE
XXX
LAH 144 48 Noordschote XX 2 CA (-)
XX 4 VI XXX
XXX
2 (-) XX
Bollezeele 6 IV XX BE
Wormhoudt XX 2 I XX
Nevele IX
18:37
Watten Thielt5 VI BE
Boulogne Watou (-) BE 9 VII XX Ghent
Arneke 2 BE XX 10 IV XX XX BE
Saint-Momelin X Poperinghe BE 225
Lian II
FR 15 I BE Roulers 3 VII 8 VII
e 145 48 Steenvoorde Vinckt XX
XXX Saint-Omer 12 Ypres BE Iseghem BE BE
XX
XX 56
XX XX XX Scheldt
Fo rê t de Cassel X Godewaersvelde X Zonnebeke XX
XX X 18 19
XX C l a i rm a ra i s XX 14 30 255
XXX
Samer 133 44 17 5 216

XX 6 29 1 (-) X XX XXX
Page 28
XX 31 X Desselghem
20 Hazebrouck Mont
X
des Cats 13 5 XX XXX XI
XXX 8 X Lys
X 131
44 XX 61 Menin IV
XLI (+) 143 48 Courtrai
Blaringhem
XXXX
132 1 44 (-)
XXXX X
Warneton Halluin XXX
Aa Fo rê t de Ni e ppe FR Comines XX XXX
Étaples Lys Aire 69 25 Audenarde (Oudenaarde)
X
Air
Kleist XX X 4 XX X
XXXX
eC
6 2 25 50 XXX
Verfügungs Armentières 7
an
Estaires XX
al
XXXX II aut 6
XX Saint-Venant 3 (-) Esc
Montreuil X Roubaix XXX
XXX BEF XX
3 XX
B o i s de 2 (-) FR XXXXX
Pa que a ut X XX
III
3 re
Totenkopf X
Ca FRANCE
nc XXX
150 50 Lille XXX 35 nd
he 4 2 1 (-) XX XX XX De
XVI (+) X FR
1 4 1 254
Béthune 5 2 XXX XX
XX La La Bassée Canal FR XX XX
I 269
4 XX
Ba s ule X e151 42 253
sé e C
anal 50 Seclin XX
eD
7 XXXX Tournai XXX
X
XXX 2NA 3 Bourghelles
X
139 46 XXVII
Haut
XX BELGIUM
XX
Hoth
Au
Attiches FR
Saint-Pol 12 3
thi
XX Carvin XX XXXX
e
12 5NA 5 1 FR XX
XX Lens 32 3
XXX Maulde
Opposing forces around the Dunkirk–Lille Pocket, 1800hrs 26 May
FR XX FR/Prioux
XXXXX
5 25 5 FR XX
II Orchies XX
XXXX XX Raches XX B
XX Frévent 1 3
FR XX 217
Allied retreat 4 32 15 4
13 4 4 FR
German advance FR XXXX
FR Douai
XXX XX Marchiennes Condé
Inundated area Scar
pe
XIV XX
27
XX XXXXX
Arras
9 11
XX XX XX XX A
XXX
0 5 10 15 miles ée Denain Valenciennes

251 Sens 267 1 8
XXX
0 10 10km VIII
Gort’s next task was to organize the orderly withdrawal into the perimeter
by forces spread about both sides of the Dunkirk–Lille Pocket. On the eastern
front, on the morning of 26 May Gort directed Major-General Harold E.
Franklyn to move his 5th Division northwards to man positions along the
Comines–Ypres Canal, filling the gap between the Belgians and II Corps.
Required to shield the retirement routes of I Corps and rear echelon
formations withdrawing from the bottom of the pocket northwards to
Dunkirk, this movement was largely carried out by the GHQ motor transport
companies. Franklyn’s troops would be followed by Major-General Giffard
Martel’s 50th Division once the GHQ transport returned to pick them up.
On the western side, command of III Corps was passed to Major-General
S. R. Wason RA, Gort’s chief of artillery. Wason could exercise only limited
control over his four divisions since their brigades were scattered in small
detachments and communication was problematic. Consequently, he spent
most of the next two days attempting to coordinate the withdrawal effort
with the French 1ère Armée.
Realizing that there was no option open to him but to follow the British
lead, at 2230hrs on 25 May Gén. Blanchard issued the order: ‘The 1ère
Armée, the BEF and the Belgian Army will regroup progressively behind
the water-line demarcated by the Aa Canal, the Lys and the “Canal de
Dérivation” so as to form a bridgehead covering Dunkirk in breadth.’
The French plan for the withdrawal was to pull the divisions of 1ère
Armée back successively to the Scarpe, Deule Canal and Lys concurrent with
the BEF retirements. Separate retreat routes were established for French and
British units but because of their relative locations in the pocket and the
situation each faced, often these were not used.
In any event Blanchard considered the movement as simply a retreat into a
more defensible pocket, a supersized fortress. As his Operational Order No. 30
(26 May) emphasized, ‘This bridgehead will be held with no thought of retreat.’
But the British thought only in terms of evacuating their defeated army.
Assigned the task of planning for just this contingency, V. Adm. Ramsay had
already organized the evacuation of 4,368 troops from Boulogne, 440 from
Calais and had returned 23,128 non-combat personnel to England.
Thames motorboats under tow

by a Royal Navy tugboat.
Because a large number of
troops would have to be lifted
from the beaches, Ramsay’s
naval and large personnel
vessels were augmented by
what became known as the
‘little ships’. Note that the
davits of the SS President are
empty. (IWM HU3384)
29
Dunkirk Harbour when the

Royal Navy arrived. The Saint-
Pol oil refinery burns fiercely
in the background as a paddle-
wheel minesweeper steams
into the harbour and HMS
Vanquisher (foreground)
positions to do so. The east
mole is to the left, with one
vessel docked there, and the
west mole with its lighthouse
is to the right. (IWM C1720)
Protected by his reinforced destroyer flotilla a large contingent of impressed

merchant vessels – mainly cross-Channel passenger ferries and railway packet
steamers – anchored at Dover, Southampton and the Downs (between
Goodwin Sands and the Kent coastline) were organized by Ramsay’s hand-
picked 16-man Dynamo staff. These vessels, called ‘personnel ships’, were
augmented with six ‘coasters’, 16 motorized barges, five Belgian tugboats and
40 Dutch schuyts (squat, flat-bottomed, shallow-draught motorized coastal
cargo vessels, called ‘skoots’ by the British and manned with RN crews)
anchored in the Downs, plus 32 naval auxiliaries (motor transport, stores and
petrol ships, etc.) At this point Dunkirk’s port facilities were still operational
and Dover Command planned for these larger vessels to shuttle in convoys
departing every four hours between the two ports, and sent the five Belgian
tugs ahead to help them manoeuvre in the tight confines of the ancient harbour.
However, because the BEF planned for some embarkation to be done from
the beaches east of Dunkirk, the Admiralty realized that a huge number of
smaller vessels would be required very soon. To supplement the Dover
Command’s 76 small craft, four Belgian passenger launches and Ramsgate
customs motorboats immediately available, the Small Vessels Pool (SVP) –
commanded by Vice Admiral Sir Lionel Preston – gathered 43 pleasure craft
near Westminster Pier, but it was obvious these would not be enough. Most of
the dozen staff officers of Preston’s SVP were dispatched to the principal
yachting centres, the Royal Navy Reserve’s south-coast training establishment,
and the Ports of London and Plymouth to requisition as many seaworthy ‘little
ships’ as could be found. In the next few days, from every port between
Plymouth and Hull streams of smaller vessels began to flow, eventually
gathering at Ramsgate, anxious to participate in one of the most monumental
events in maritime and military history.
It would be the mission of the Air Vice-Marshal Keith Park’s 11 Group to
provide fighter protection over the port, beaches and ships. To do so, he
planned to provide alternating waves of Spitfires and Hurricanes beginning at
dawn each day. These would launch at 50-minute intervals (from 0430hrs until
1930hrs) to cover the French coast in squadron strength, typically 12 aircraft.
Patrolling beyond the effective range of the new Chain Home radar system,
the relatively untested Spitfire and Hurricane pilots would be operating in an
aerial no man’s land against the battle-hardened Jagdflieger of the Luftwaffe.
30
THE GERMAN PLAN TO DEAL WITH THE

DUNKIRK POCKET
For all its vaunted military prowess, the German problem of how to deal with
the trapped Allied forces in Flanders was not so much the lack of a plan,
though no comprehensive, agreed-upon plan of action existed for this
contingency, but the fact that no real operational aim was established and no
one was, initially at least, placed in charge of achieving one.
Ostensibly, the OKH chief of staff, Gen.Maj. Franz Halder, was responsible
for developing the plan for the final phase of Fall Gelb, but disagreements at
the highest levels thwarted the institution of such a plan. In his diary, Halder
wrote, ‘This is a complete reversal of the elements of [my] plan. I wanted to
make A[rmy]Gp A the hammer and AGp B the anvil in this operation. Now
B will be the hammer and A the anvil. As AGp B is confronted with a
consolidated front, progress will be slow and casualties high. The Air Force,
on which all hopes are pinned, is completely dependent upon the weather.’
With Halder’s OKH plan thrown out of the window and no specific
subordinate command charged with eliminating the trapped Allied forces
there could be no development of a coherent plan to do so. Each command
– two army groups, three armies and 15 corps – had their own objectives,
means, and ways of destroying the enemy before them. Considering that for
a while Hitler even conveniently passed the responsibility for their destruction
to Göring’s Luftwaffe, one is left with the profound impression that no one
was really in charge.
Meanwhile the Luftwaffe opened its air campaign against Dunkirk on the
25th, conducting two days of massive bombing. From this point on Luftwaffe
leaders intended to bomb the cornered Allied troops into submission as they
had the Polish armies surrounded in the Ilza and Bzura pockets (see Campaign
107: Poland 1939) the previous September. At the highest levels there was
supreme confidence in this concept. Even Oberbefehlshaber der Luftwaffe
(ObdL) chief of staff General der Flieger Hans Jeschonnek overcame his initial
pessimism to become ‘absolutely convinced that the Luftwaffe would succeed
in destroying the British Expeditionary Force in and around Dunkirk and
prevent its shipment to the British Isles’.
Other leaders were less enthusiastic. Luftflotte 3’s General der Flieger
Hugo Sperrle – commanding II, V and VIII Fliegerkorps – was ambivalent
about the operation and failed to make any detailed preparations for it.
Because the greater prize – the better part of France – lay within his area of
operations to the south and since OKH planning for Fall Rot (Case Red) had
begun on 20 May he was far less concerned about the defeated Allied armies
trapped in the pocket to the north, so he left the attack planning to his three
subordinate Fliegerkorps commanders. However, because one of these was
still back in Germany and another was busy covering the Somme flank, only
Richthofen remained and his close air support command was too consumed
with the day-to-day tasking orders from various echelons of Heeresgruppe A
to make any operational plans at a higher, more strategic level.
Thus it is accurate to state that the Germans had no real ‘plan’ to deal with
the Allied forces trapped in the Dunkirk Pocket but reacted from day to day,
changing their operations, orders of battle, lines of responsibilities and even
their overall objectives on a completely, and uncharacteristically, ad hoc basis.
31
THE CAMPAIGN
Operation Dynamo is to commence… with the greatest vigour
Signal from the Admiralty to Flag Officer Commanding Dover, 1857hrs, 26 May 1940
THE RACE IS ON, SUNDAY 26 MAY

As the southernmost BEF units and French 1ère Armée began preparing to
retire northwards to the Scarpe, Hitler’s personal military staff, the OKW,
telephoned the OKH authorizing XIX AK (mot.) to close to within artillery
range of Dunkirk ‘in order to cut off, from the land side, the continuous flow
of transport (evacuations and arrivals)’. Hitler had waited long enough; his
hoped-for westward move of the Allied armies had not materialized, instead
they were fighting tenaciously along the Sensée, frontier and Lys. Along the
Canal Line the scattered enemy units were digging in, not hurling themselves
against the Panzers arrayed there. At 1530hrs this call was followed by a go
order directing Heeresgruppe A to resume its offensive with ‘a forward thrust
from the west by Panzer groups and infantry divisions in the direction[s of]
Tournai, Cassel [and] Dunkirk’.
At Château Bonne Étable near Béthune – site of Kluge’s AOK 4 HQ – the word
arrived by Fieseler 156 Storch courier aircraft 45 minutes later and immediately the
Panzer commanders were notified. Tank crews were alerted and as operational
directives were issued, the tanks were topped up with fuel and loaded with
ammunition and formed up into columns to resume their advance. However,
all this took time – over 12 hours in fact – and while most of the units in Guderian’s
XIX AK (mot.) had only 16–27km (10–17 miles) to go to reach Dunkirk, they
could not begin until the pre-dawn hours the next day.
Guderian’s motorized infantry units were able to attack more immediately.
The IR (mot.) ‘Grossdeutschland’ and IR (mot.) ‘Leibstandarte SS Adolf Hitler’
opened their attacks at Bourbourg and Watten, respectively. At Bourbourg the
terrain was interlaced with ditches and small canals and in the intervening
days had been largely flooded, giving the defending French 137e RI a decided
advantage. Additionally, the two battalions of artillery (III/35e RAD and
VI/235e RAD) had been given plenty of time to sight in their batteries and the
attacks were repulsed with heavy casualties.
At Watten the ground was not so favourable and the defenders were not
nearly as stout. The two reservist battalions and two training battalions from
Gén. Barthélemy’s Secteur fortifié de Flandres – even bolstered by corps artillery
(I/115e RALH) and screened by elements of two reconnaissance groups – were
overrun or forced back to secondary lines. Fagalde hurried two regular infantry
battalions (I/48e RI and II/65e RI, from the decimated 21e Division d’infanterie)
and two artillery battalions (II/35e RAD and V/235e RAD) to Bollezeele to halt
the Germans’ advance.
32
A Waffen-SS MG 26(t) (Czech-

built ZB vz.26 7.92mm) light
machine-gun team make their
way through thick underbrush
such as was encountered in
Bois du Ham near Watten.
Because OKH’s ‘go order’ was
received too late in the day to
resume Panzer operations on
26 May, Guderian’s motorized
infantry units went into action
without armoured support.
(IWM MH1923)
Weary Belgian artillery

retreating. Hard pressed by
Küchler’s AOK 18, the Belgian
Army had fought well and
stubbornly, its retreats
occasioned not by its own
failures but by the French
collapse to the south, allowing
the Germans to turn the flank
of the Allies’ Groupe d’armées 1.
(IWM F4484)
At the southern end of the BEF’s western battle line the battalions of
the 2nd Division, widely scattered along La Bassée Canal, were faced by
two motorized SS divisions (the SS-Verfügungs Division, later renamed the
2. SS-Panzer-Division ‘Das Reich’, and the new SS-Division ‘Totenkopf’)
who limited their attacks to establishing bridgeheads at several points.
The real crisis was on the eastern side of the Allied pocket where Bock’s
Heeresgruppe B had no interruptions in its continued attacks. King Léopold’s
IVe Corps attempted to hold the line from Ypres to Roulers by placing some
2,000 railway carriages end to end on the 18km (11-mile) railway connecting
the two cities as an anti-tank barrier. While this held (Bock had no tanks),
the rest of the Belgian line no longer had any barriers, natural or man made,
and to the east of Roulers the Germans soon penetrated at Iseghem, Nevele and
Ronsele. The last Belgian reserve, the 1ère Division de chasseurs Ardennais,
was thrown into the breach and stopped the 225. Infanterie-Division at Vynckt
but a new hole soon appeared near Ecloo when the 256. Infanterie-Division
fought their way across the Lys Canal de Dérivation at Balgerhoeck. With no
reserves remaining, three tired regiments from depleted divisions were rushed
into the gaps while in the rear auxiliary troops formed a new line using ancient
World War I 75mm guns taken from training centres.
33
LEFT By noon it was apparent that they could no longer hold back the Germans
Major-General Harold and Léopold reported to the French that ‘the Belgian Army is in a serious
E. Franklyn outside his
situation and… has nearly reached the limits of its endurance’. This was
winter ‘Phoney War’ HQ
at Wambrechies on repeated and emphasized at 1800hrs when Gén. Blanchard arrived at the
22 January 1940. Belgian GHQ and at the same time a message was sent to the BEF GHQ
(IWM O1188) saying ‘In the absence of Belgian reserves we cannot extend the boundary
RIGHT
notified yesterday any further to the right. We are compelled regretfully to say
Luftwaffe medium bomber that we have no longer any forces available to bar the way from Ypres.’
units flying from Germany While the spent Belgian Army holding the east flank of the pocket was
were escorted by twin-engine crumbling under the weight of massive and incessant ground and air assaults, the
Messerschmitt Bf 110C heavy
fact that they had held north-east of Ypres – plus inundations prepared east of
fighters, such as these from
II./ZG 26 flying over their the Yser Canal – provided enough time for Gort to move Maj. Gen. Franklyn’s
base at Neuss. Demonstrating 5th Division north to man the 8km (5-mile) length of the disused, and completely
their inexperience, RAF pilots dry, Comines–Ypres Canal. Taking operational control of the 143rd Brigade
flying 11 Hurricanes and two
on his right, Franklyn stationed his own 13th Brigade in the centre and the
Spitfires were shot down
by poorly manoeuvring 17th Brigade on the left. Franklyn was backed by two regiments of artillery and
Zerstörer, who lost only six all of I Corps’ heavy guns. The 50th Division’s lead unit, the 150th Brigade,
in return. (Courtesy of the followed the 5th Division, passing behind Franklyn’s forces to occupy and defend
Vasco/Cornwell Collection) Ypres, but would not arrive until the next evening.
In London, convinced by an ‘Ultra’ intercept (exploitation of the German
‘Enigma’ encrypted signals) of the OKW’s ‘go order’ the night before,
Churchill had now arrived at the same conclusion as Gort. Meeting with
Reynaud he encouraged continued fighting but also urged a withdrawal to the
coast for the BEF and French 1ère Armée. Reluctantly the French Premier
consented to the general withdrawal to the coast; however, he wasn’t told
that the British were considering evacuating the BEF.
In fact the only notification given to the French leadership was at 0500hrs
the next day through the British Military Mission to the French GQG
(Grand Quartier Général). At this time, on direction of Secretary of State
for War Anthony Eden, Major-General Sir Richard Howard-Vyse ‘consulted’
with Gén. Weygand regarding the Supreme Allied Commander’s desired
‘destination of the [BEF] and any French units that it might prove possible to
evacuate’. Weygand had his naval chief, Amiral Jean-François Darlan, ‘study
[the possibility of] re-embarkation’, but the only direct outcome was to
establish a liaison with Dover Command and grant permission to evacuate
wounded, ‘superfluous Staff elements’ and ‘certain categories of specialists’,
primarily technically trained troops such as artillerists and tank crews who
could be better employed south of the Somme.
34
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Evacuation routes X, Y and Z across the English Channel, 26 May to 4 June
F R A N C E
Evacuation routes
0 5 10 miles
Buoy or light vessel
0 5 10 15km Mine fields
35
Nevertheless, a little over two and a half hours after the Panzers were once
again unleashed, the Admiralty signalled ‘Operation Dynamo is to commence’.
Throughout the day Ramsay’s ongoing shuttle service continued; during
the morning two hospital carriers brought home 646 wounded. In the late
afternoon six personnel ships arrived, delivering 250 service and signals troops
and 12,000 gallons of water, and rescued 3,748 men with the 1,182-ton French
steamer Rouen taking 420 wounded poilus to Cherbourg.
THE PANZERS ROLL, MONDAY 27 MAY

The first full day of Operation Dynamo, the Luftwaffe completed the
destruction of Dunkirk as an operating seaport. Flying 225 bomber and
75 Stuka sorties and dropping over 350 tons of bombs, four Fliegerkorps
(I, II, IV and VIII) undertook a series of raids. They began with waves of
Captain William G. Tennant RN. Heinkel 111s (from KG 1 and 4) pulverizing Dunkirk’s harbour facilities,
Chief Staff Officer to the First completing the devastation of the seven docking basins, 8km (5 miles) of
Sea Lord, Tennant was a former
quays and 47ha (115 acres) of docks and warehouses. The next wave (KG 54)
cruiser captain and cruiser
squadron commander who sank the 8,033-ton French steamer Aden near the eastern breakwater.
had volunteered to assist At 0740hrs Stukas (StG 2) sank the French 3,047-ton steamer Côte d’Azur
in the evacuation. He later and an auxiliary minesweeper as well as the 868-ton British ‘coaster’
commanded the battlecruiser
Worthtown. Finally Dornier 17Zs (KG 2 and 3) wrecked the railway yards
HMS Repulse and during
Overlord was in charge of and set fire to the town and the Saint-Pol refinery. By noon the port was
Mulberry (artificial harbour) completely blocked and the fires raged unchecked – killing 1,000 civilians –
and PLUTO (undersea pipeline) the huge pall of oily black smoke, rising 3,500m (11,500ft) into the air,
operations. (© National Portrait providing a beacon for both the raiders and defenders.
Gallery, London)
Royal Air Force fighters countered with 287 sorties flown in 23 missions,
patrolling from Gravelines to Furnes with occasional forays as far east as
Ostend and south to Saint-Omer. They accounted for seven Do 17Zs (KG 2 and
KG 3), two Ju 88s (II./LG 1) and six He 111s (KG 51, KG 53 and KG 54)
destroyed, but lost heavily to the bombers’ defensive fire and escorting fighters.
Battling 550 Messerschmitts operating in Gruppe strength (40 fighters) RAF
squadrons lost 14 Hurricanes and five Spitfires in dogfights above the beaches.
More threatening to Allied shipping were the recently captured shore
batteries and German heavy artillery near Calais. Passing only 2km (1 mile)
offshore east of Calais the 870-ton motor vessel Sequacity was hit four times
and sank, its 13-man crew being rescued by a tramp steamer that was
damaged by the barrages. Two other steamers and a British destroyer were
also hit, and three additional ships turned back because of the shellfire.
The route between Dover and Dunkirk being used (later labelled Route Z)
was the shortest possible, only 63km (40 miles), considering that Ramsay and
Abrial’s commands had done their previous mission well: sowing the Channel
between the Downs and Nieuport with 5,000 mines in 33 large fields. Skirting
them to the south, the route hugged the French coast from Calais to Dunkirk
but now German heavy artillery made it unusable in daylight. Dunkirk could
also be reached by circumnavigating the fields to the north, steaming to
Kwinte Buoy off Ostend before doubling back via Zuydcoote Pass, along the
eastern edge of the minefields. While this 140km (87-mile) route exposed
Ramsay’s ships to the Luftwaffe and S-boats, it avoided the deadly accurate
German shore batteries. Accepting the risk, at 1100hrs Ramsay dispatched
two personnel ships, two hospital carriers and a pair of destroyers via what
would become Route Y.
36
A shorter route (88.5km, 55 miles, titled Route X) was plotted diagonally

from North Goodwin light to the north end of Ruytingen Bank then angling
south through the heavily mined Ruytingen Pass. To clear the channel Ramsay
sent two minesweepers, a minelaying destroyer (equipped with minesweeping
gear) and a lighthouse tender (to mark the route with buoys). These were
followed later by two more minesweepers, the anti-aircraft cruiser HMS
Calcutta, three destroyers and two personnel ships. While these two groups
made it safely it was apparent that until Ruytingen Pass could be systematically
swept and marked with ‘dans’ (small flag-topped buoys), the longer, more
exposed Route Y would be the primary course between Dunkirk and Dover.
At 1900hrs arriving aboard another destroyer was Captain William G.
Tennant, the Senior Naval Officer (SNO–Dunkirk), with 172 RN personnel
and a communications staff, to establish the shore parties to control
the embarkation process. He quickly assessed the port as unusable – the city
was ablaze and the facilities completely destroyed – and signalled Dover,
‘Please send every available craft to beaches East of Dunkirk immediately. Léopold III, King of the
Evacuation tomorrow night is problematic.’ Belgians. (IWM HU48971)
The latter part of the message was motivated by Brigadier Geoffrey
Mansergh, II Corps’ chief administrative officer. Aware that the Panzer
offensive had resumed, he told Tennant ‘we expect the German tanks on the
beaches within 24 hours – 36 at the most’. In an effort to rescue as many as
possible of the 20,000 rear-area troops then inside the Dunkirk perimeter,
Tennant ordered two personnel ships and the destroyers to begin evacuating
troops from the beaches using their lifeboats. Responding to the urgent
request, at Dover V. Adm. Ramsay ordered four paddle minesweepers and all
his available smaller ships – 15 schuyts and 17 drifters – to proceed to the
beaches and recalled four destroyers patrolling the eastern approaches to
the Channel to do the same.
The Panzer offensive on the west side of the pocket had indeed resumed.
Early in the morning Guderian hurled 10. Panzer-Division’s PR 4 across
the Aa at Watten to assault the French infantry battalions at Bollezeele.
Even with three battalions of artillery the French regulars were no match for
The Panzers roll again – finally.

Panzerkampfwagen IIs from
Rommel’s PR 25 (‘R’ on the
turret represents the regimental
staff of Oberst Rothenburg)
cross a pontoon bridge over
La Bassée Canal. (IWM RML150)
37
Captured Belgian soldiers walk

to the rear while German
artillery passes them headed
for Nieuport. Although the
fighting was over, Belgian
roads were clogged with
troops and refugees and,
coupled with the late start,
slowed the German approach
to Dunkirk. (IWM HU75891)
the armour and by the end of the day were overrun, one battalion (I/48e RI)
and some artillery (II/35e RAD and I/115e RALH) surviving and withdrawing
to Drincham. Similarly, north of Bourbourg the 1. Panzer-Division pulverized
II/137e RI, breaking through in the afternoon to close a steel ring around
Gravelines (II/310e RI) and Fort Philippe (VII/310e RI).
Further south Major-General Noel Irwin’s 2nd Division attempted to hold
a 32km (20-mile) length of canal from Aire to La Bassée. Along this front
the full fury of three Panzer and two SS divisions was unleashed. Following
a devastating artillery bombardment, in the pre-dawn darkness tanks rolled
through the bridgeheads and violently assaulted the scattered British
battalions. Without anti-tank guns (all sent to the Dunkirk perimeter) and
with very limited artillery (reassigned to II Corps) the defenders were overrun
at almost every point.
In the centre of the line, the battalions of the 4th Brigade were battered,
surrounded and systematically destroyed by the 4. Panzer-Division and
SS-Division ‘Totenkopf’. On the right flank the 6th Brigade was overrun by
the 3. Panzer-Division and virtually wiped out by noon, the survivors seeking
shelter in the Forest of Nieppe. On the left the 5th Brigade was beaten back by
Rommel’s 7. Panzer-Division. A small futile counterattack briefly spoiled his
success, but shortly after noon Rommel launched a powerful coordinated
assault that drove an armoured wedge deep towards Armentières, the first step
in the encirclement and eventual destruction of the French 1ère Armée at Lille.
Meanwhile on the more desperately threatened east side of the pocket, at
the Comines–Ypres Canal, Franklyn’s three brigades were hit by the full
strength of three infantry divisions. Enemy assaults were powerful and the
fighting vicious. In a dramatic see-saw battle the British gave ground and
counterattacked repeatedly. Finally, the fighting died down at last about
midnight, giving the exhausted British troops some respite before the new
day brought renewed German attacks.
With the 5th Division holding throughout the day, I Corps began pulling
out of line about 2200hrs with the 1st Division beginning its two-day 95km
(60-mile) trek north, all the way to the Dunkirk perimeter, leaving behind
three battalions as an emergency reserve for II Corps. The 42nd Division
38
Disabled British anti-aircraft

guns along the promenade
at Bray-Dunes. (IWM HU2286)
followed, one brigade, the 125th, stopping to set up a rearguard on the Deule
Canal between Lille and Wambrechies while the others, the 126th and 127th,
formed the new line on the Lys east of Armentières.
Behind them Major-General Bernard L. Montgomery’s 3rd Division began
its 40km (25-mile) move to take position on Franklyn’s left. Transported by
2,000 troop carriers, lorries, vans and staff cars Montgomery’s 13,600 men
passed behind the 4th and 5th Divisions and arrived at their new positions
at 1000hrs, extending the British line north to near Noordschote. Once
Montgomery had passed behind them, the 4th Division retired directly to the
west, redeploying behind the Lys west of Warneton. One of its brigades,
the 12th, covered the right flank of the neighbouring 5th Division and while
the two others, the 10th and 11th, became Franklyn’s reserves.
Attempting to close the gap created by the departure of the British
divisions, the French 1ère Armèe also began its retirement to the north, but
things did not work out so well. Marching on foot, hungry, exhausted, low
on ammunition and harried by incessant Luftwaffe attacks, their three corps
had to cross the Deule Canal between Provin and Lille in order to reach the
new defensive line on the Lys. Unfortunately Général de corps d’armée
Aymer’s 4e Corps d’armée was only able to withdraw to around Seclin, south
of the canal, regrouping the next day. Général de corps d’armée René
Altmayer’s 5e Corps d’armée came under heavy artillery fire and almost
continual air attacks and soon became lost, frustrated and confused. More
fortunate was Général de corps d’armée de la Laurencie’s 3e Corps d’armée,
which had the advantage of following the British divisions north of Lille.
By this time the Belgian Army was being forced into a pocket of its own.
Their right flank was pushed back to the north-east near Passchendaele, some
13km (8 miles) from the end of the BEF line at Ypres. Closing in from the east
the German XXVI AK penetrated Belgian lines at Maldegem and Ursel. In
their centre, two German divisions opened a 7km (4-mile) gap between Thielt
and Iseghem, counterattacks were repulsed and the Germans’ route to Bruges
and Ostend lay open. Communications and transport were in chaos and the
throng of refugees – an estimated 3 million people in an area of 1,700km2
(650 square miles) – made any meaningful manoeuvres impossible.
39
The Luftwaffe’s Messerschmitt

Bf 109E dominated the air
battles fought over Dunkirk.
Fighter sweeps (frei Jagd) and
bomber escorts (Jagdschutz)
effectively warded off the RAF
fighters, eventually shooting
down 30 Hurricanes, 20
Spitfires and six Defiants for the
loss of 26 ‘Emils’. (Courtesy of
the Lawrence J. Hickey At 1230hrs Léopold telegraphed Lord Gort, ‘The time is rapidly
Collection) approaching when [we] will be unable to continue the fight. [I] will be forced
to capitulate to avoid a collapse.’ Two hours later the French liaison officers
were also informed. With their backs to the sea, ammunition exhausted and
the hospitals overflowing the Belgians had done all they could. At 1545hrs
Léopold opened negotiations for the surrender of his army and his nation.
Shortly after midnight the king accepted Hitler’s demand for unconditional
capitulation and a ceasefire went into effect at 0400hrs the next morning.
The formal surrender document was signed later that day.
THE BELGIANS SURRENDER, TUESDAY 28 MAY

Léopold’s capitulation of the Belgian Army created a vacuum of sorts on the
eastern side of the Dunkirk–Lille Pocket, though one still crowded with
refugees and disarmed troops. The Germans were slow to fill it. Using
improvised motor transport the 256. Infanterie-Division did not begin its
advance until 1100hrs, allowing the Allies time to cobble together a new
defensive line to block them. Key to this new line was Général de brigade
Deslaurens’ 60e Division d’infanterie, which had been holding the Léopold
Canal north of Bruges until alerted the night before that the Belgian collapse
was imminent. Leaving their artillery (which had been attached to the Belgian
V Corps) Deslaurens’ infantry began heading west. Riding in commandeered
Belgian lorries the 241e RI made it to Nieuport and established a new line to
the south, behind the Yser, but the 270e RI, marching on foot, was caught,
surrounded and surrendered the next day.
Hot on the heels of the French, Aufkl.-Abt. 256, a motorcycle-mounted
reconnaissance unit, arrived at Nieuport and captured one bridge intact but
were halted there by a vicious firefight with the 12th Lancers’ armoured cars.
Since there was little the Lancers could do against a more formidable assault,
a makeshift force of former artillerymen, a battery of four World War I 18-pdrs,
some Grenadiers, engineers and support troops (some 550 men altogether) was
thrown into the fight at Nieuport.
Inside the perimeter another catastrophe threatened the beachhead. The
2nd Anti-Aircraft Brigade had been withdrawn to Dunkirk days before in
order to fend off Luftwaffe attacks on the port and the beaches. With an
urgent need for troops to man the perimeter, instructions to the commander,
Major-General Henry G. Martin, directed him to send any spare gunners to
join the infantry and evacuate the wounded and injured. The message was
misunderstood and Martin had all (over 100) 3.7in. anti-aircraft guns disabled
and his gunners queued up for evacuation, leaving the air defence of the
port and perimeter to smaller 40mm Bofors of the 51st Light Anti-Aircraft
Regiment (with a maximum effective vertical range of 1,220m, 4,000ft) and
the Tommies’ Bren guns.
40
Built in 1936 for the New

Medway Steam Packet Co. the
MV Queen of the Channel was
the first diesel-powered, cross-
Channel steamer and was the
most modern of the 32
personnel ships impressed into
Royal Navy service for
Operation Dynamo. (1936
postcard from the Ian Boyle
Collection
www.simplonpc.co.uk)
Fortunately the spiked anti-aircraft guns would not be needed – at least not
this day. The weather deteriorated throughout the day with piles of cloud
mingling with the pall of oily smoke soon to obscure the harbour and beaches.
Only 75 bombing sorties were flown against Dunkirk, the largest raid arriving
at 1000hrs – KG 77 Dorniers heavily protected by Bf 109Es. The RAF’s 11
Group had learned a lesson the previous day and paired its squadrons to create
larger formations, though only by flying half the number of patrols (321 sorties
in 11 missions). The Messerschmitt escorts (JG 3, JG 26, JG 51 and JG 54)
were numerous and effective, only one Do 17Z was lost to RAF fighters but in
this and other sporadic clashes during the day three Spitfires, three Defiants
and eight Hurricanes were shot down for the loss of only two Bf 109Es.
While heavy cloud and continuous rain cloaked the Dunkirk perimeter for
the rest of the day, clear skies over Lille funnelled heavy Luftwaffe attacks
against the French 4e and 5e Corps d’armée. Paralyzed by repeated air raids,
Géns. Aymer and Altmayer gave up retreating and elected to fight it out where
they stood. Général de la Laurencie, knowing the only hope lay at Dunkirk,
continued to lead his 3e Corps d’armée northwards, losing his rearguard (1ère
Division d’infanterie motorisée) and one other division (2e Division d’infanterie
Nord-Africaine) to the closing pincers formed by 7. Panzer-Division from the
west and 7. Infanterie-Division from the east.
At Dunkirk, beneath the blanket of smoke and clouds, the pace of the
evacuation began to increase dramatically. Captain Tennant was dissatisfied
with the slow, tedious process of plucking small batches of troops from
the beaches. The shallow shelving and numerous sandbars prevented larger
ships from approaching closer than 800m (2,625ft) and the slow back-
breaking rowing of ship’s lifeboats required 6–12 hours to fill the ships to
capacity. Consequently during the first full day of Dynamo only 7,669 troops1
were evacuated.
At 2200hrs the night before, Capt. Tennant directed one of the personnel
ships, the modern 1,162-ton Queen of the Channel, to try docking against the
harbour side of the Jetée de l’est (known as the ‘east mole’ to the British).
This was a rocky 1,280-metre long (4,200ft) breakwater extending from the
base of old fortifications to the harbour’s mouth. Atop tall pilings set in the
tumbled stone boulders was a wooden gangway about two metres wide.
While not designed as a docking or embarkation pier, in the darkness Captain
1. There are five sources for the numbers of personnel evacuated during Operation Dynamo, none of which agrees. Used here are
the numbers from The Admiralty’s Historical Section, which are perhaps not the most accurate but are the highest and therefore
the most often quoted. They represent the approximate numbers arriving in England from midnight one day to midnight the next.
41
German and Allied forces engaged around Dunkirk and Lille, 2200hrs 28 May
N
E n g l i s h Cha nne l
Ostend
Nieuport-Bains Westende
Malo- 12
II
les- Bray- XX
La Panne Nieuport
Bains Dunes 256 XXVI
II
X
Mardyck III
Gravelines II 310
272 (-)
Furnes 271 60
III
XX Dunkirk FR XX
1 1 Pz
FR 68 XVI Uxem 208 XXVI
III
FR III
Loo
225 68 341 XXX
II
68 Bulscamp
FR XXVI 18
Can
Bourbourg 4 1 Pz FR al
Spycker Bergues Can III
Dixmude
a
III Basse 241 60
l
Brouckerque IR XIX 6 II
Colme
GD (+) Loo FR XXXX
Saint-Pierre al X GH
Can Socx XXX 18 B
Aa Canal
Broucke XX 4 10 X
e
XX
lm
2 XIX 1 (-) (-)

Co
X 2 XX
11 XIV Wylder Yser
ute
Holque Drincham Eringhem FR 56 IX

Linde XX
Ha
III X BambecqueXX
144 48 Noordschote 216 IX
LAH 1 I XX
Bollezeele Wormhoute Proven
XXX
Watten 3 II
9
XX
XIV
Bo i s d e
Ha m
Ledringhem
Arneke
X
Houtkerque
69
X
23
BELGIUM Roulers
IX 18
XX
XX
6 6 X
Watou XXX 30 XI
X
XX X 139 46 19 XI
Saint-Momelin XXX 145 48 Steenvoorde 151 50
XX
XXX
20 XIV X Poperinghe 14 XI Passchendaele
5 2 XI 6
Fo rê t de XX Cassel X Ypres
Saint-Omer Cl a i rma ra i s 11 6 Godewaersvelde 150 50 XX Zonnebeke
XX
X X 18 IV XXX
XX from
Aa 133 44 Mont des Cats 11 4 XX 254
6. Armee
3 XLI Reserve
XX
Caestre X 31 IV
XXX
8 XLI X
10 4 X XX
XXX 131 44 IV 6
Hazebrouck X 13 5 61 IV Menin
XLI (+) XX
X
X
Blaringhem 132 44 12 4 Lys
29 XLI Steenwerk 143 48 XXX
XX X
Verfügungs XLI XX
XX
127 42 Comines Halluin XXX
12 3 XX
XX X 6
Fo rê t de 1 (-) X
7 X
Aire Ni e p pe Caudescure XX FR FR XX 126 42 35
XX
32 (-) De
X
3 1 3
ule
XX FR XXXX
Saint-Venant Merville XX
XX Armentières
FR 4 3
X
Wambrechies 6 B
Estaires DLM (-) 125 42
Robecq Lestrem XX Escaut
XX XX XXX
Totenkopf XVI
7 XVI 25 Roubaix XXX
Lille
Air
XXX
XX
XXVII 6
eC
XX
XVI (+) XX
1 4 FR Annappes 269
an
Maroc. XX XXVII
XX Höpner 5
al
XXX XX FR XX
251 2 4 4
Béthune Hoth 4 NA
3 FR
253 XXVII
L aB XX
FRANCE 4
XXXX
A Ca
nal
ass
é e XX
FR
NA
5
XX 15
5 FR
4
XX
La Bassée 267 II FR Seclin 217 XXVII
X XX XX
XX
12 II Provin 11 II
XX
32 II Carvin Attiches Pont-a-Marcq

XXXXX
Saint-Pol
X
B
X
Lens XX
X
X
X
1 VII
XX Orchies
XXX 8 VIII
VIII 4 XXXXX
XXX Raches A
XX
II 4
28 VII
Allied retreat
XX
XX
Marchiennes
46 II Douai
German advance 83 VII
Arras e
Inundated area Scarp XXX
VII 4
0 5 10 miles ée
Sens Denain
0 5 10 25km
42
A knocked-out PzKpfw 35(t) of

the 6. Panzer-Division’s PR 11.
(Courtesy of the Thomas
Laemlein Collection)
W. J. Odell eased the cross-Channel steamer to the jetty, the crew made fast
a head rope and he warped alongside, secured with lines fore and aft. As
Tennant watched, 600 troops shuffled down the makeshift dock and boarded
Queen of the Channel via ladders and gangplanks.
With this success, Tennant and his staff quickly organized berthing parties
to secure the ships, set up a control system to manage the flow of men and
signalled destroyers to enter the harbour, dock and load. In pairs, six of the
nimble warships came alongside, embarked troops and then backed out,
turned and headed for Dover at 22 knots. Followed by two others lifting
men from the beaches, these were replaced by the four destroyers called in
from their patrol stations, four more arriving from the Western Approaches
and two others from Portsmouth, beginning a steady continuous cycle of
embarkations and departures.
The day’s only major loss was the plucky Queen of the Channel. Just after
dawn and just past halfway to Kwinte Buoy, she was spotted by a lone Ju 88A
(from I./KG 30) on an armed reconnaissance sortie and was sent to the
bottom, her crew and 904 troops being rescued by the 1,039-ton stores ship
Dorrien Rose.
With embarkations from the east mole shifting into high gear, at 1100hrs
Gén. Blanchard arrived at Gort’s CP at Houtkerque to discuss the
adjustments needed to compensate for the Belgian capitulation. He was
shocked and dismayed to learn that the BEF had orders to evacuate from
Dunkirk. Also learning that most French troops were too tired to continue
retreating, he directed Général de corps d’armée Prioux to continue fighting
where they were and, if nothing else, save the honour of the French Army.
Meanwhile at the Comines–Ypres Canal Franklyn’s three tired brigades
were again hit by the full strength of three German infantry divisions and
another day-long, see-saw battle ensued. Eventually the 17th Brigade was
overwhelmed and two of the unit’s three battalions were virtually annihilated.
A late counterattack by the 4th Division’s 10th Brigade prevented the same
thing from happening to the 13th Brigade, and a late afternoon rainstorm
brought the fighting to a close. Once the fighting had died down at 2100hrs
the 4th Division – whose artillery had exhausted all their ammunition in the
battle – packed up and continued northwards, marching all night to take its
positions on the Dunkirk perimeter.
43
A heavily loaded drifter makes North of Ypres, the 3rd Division held the line along the Yser River to
its best speed for England as Noordschote. They were shelled but not seriously challenged by German
Dunkirk continues to burn in
infantry who were still making their way through the throng of disarmed
the background. These ‘little
ships’ brought home only Belgian troops and masses of frightened refugees. At 2200hrs Montgomery
28,708 men, but they provided was ordered to pull back and form a new defensive line between Noordschote
the crucial link in ferrying wet and Poperinghe with Martel’s 50th Division on his right.
and weary troops from the
On the western side of the retreat corridor, the 2,500-man remnant of the
beaches out to the larger
vessels waiting offshore. 2nd Division straggled northwards behind the widely spaced brigades of Major-
(IWM HU2108) General Edmund Osborne’s 44th Division. It had rained heavily during the
night, making the retreat miserable for the Allied troops, but also making the
ground very soggy, forcing the 8. Panzer-Division’s heavy mechanized vehicles
to stay on the roads, limiting their mobility. Nevertheless, German attacks
began at dawn, mostly against the 132nd Brigade ensconced in the Forest of
Nieppe. They were hammered by heavy shellfire and as SS stormtroopers
attacked the outlying units, Panzers drove across the Hazebrouck Canal,
forcing the defenders into a series of fighting withdrawals.
The spaces between Osborne’s other units allowed German mechanized
units to penetrate the line in several places, attacking the battalions from
multiple sides simultaneously, eventually forcing them to seek the high ground
called Mont des Cats near Godewaersvelde. This dominating position, 10km
(6 miles) behind Caestre, was already occupied by two RA field regiments –
one each from the 42nd and 44th Divisions – who had provided Osborne’s
scattered battalions with excellent fire support. The 44th Division rallied to
this high ground to dig in and defend it the following day while behind them
the 2nd Division’s survivors rested at Watou.
Meanwhile, north of Osborne’s units Major-General Thorne’s 48th Division
had a tough time. Defending Wormhoudt, the 144th Brigade was subjected to
heavy bombardment before the German attacks – by the 6. Panzer-Division’s
SR 4 and IR (mot.) ‘Leibstandarte SS Adolf Hitler’ – commenced at 1000hrs.
Relentless assaults overwhelmed one battalion and forced the others to fight
their way out with rifle, grenade and bayonet. The battered Tommies regrouped
at Bambecque that evening.
At the walled hilltop town of Cassel, 145th Brigade was attacked heavily
by PR 11’s Skoda 35(t) 10.5-ton light tanks throughout the day. The Czech-
made tanks went in without infantry support and suffered grievous losses from
the brigade’s 24 anti-tank guns and four 18-pdrs (K Battery, 5th Regiment
RHA) firing through loopholes in the town’s thick medieval walls. Though
victorious, by the end of the day the Tommies were surrounded.
44
At the northern end of the line, the rifle brigade (1. Schützenbrigade) and
engineers (Pion. Bat. (mot.) 37) of Guderian’s 1. Panzer-Division besieged the
French fortress troops (II and VII/310e RI) at Gravelines and Fort Philippe.
However, anticipating the 300km (186-mile) movement south-east to join
Generaloberst von List’s AOK 12 for Fall Rot, Guderian withdrew the
division’s two Panzer regiments to laager along the Samer-Montreuil road
near Boulogne.
On the front line Guderian’s Panzers were replaced by General der Infanterie
Gustav von Wietersheim’s XIV AK (mot.). Wietersheim left his three original
motorized infantry divisions along the Somme and was given three fresh
formations to use against the Dunkirk perimeter – the small 9. Panzer-Division
(from Heeresgruppe B’s XXXIX AK), the 20. Infanterie-Division (mot.) (from
Heeresgruppe B’s XVI AK), and the light 11. Schützenbrigade (mot.) fresh from
its one-day conquest of Jutland the month before (see Campaign 183: Denmark
and Norway 1940 by the same author, Osprey Publishing Ltd: Oxford, 2007).
Wietersheim was also given IR (mot.) ‘Grossdeutschland’ and IR (mot.)
‘Leibstandarte SS Adolf Hitler’, two battalions of Guderian’s heavy artillery and
his observation aircraft squadrons.
While the German commanders nearest Dunkirk reorganized their forces,
the evacuations continued unabated. The loss of Queen of the Channel
prompted V. Adm. Ramsay to discontinue the use of large steamers during
‘hours of full daylight’ and dispatched a dozen more minesweepers and
18 schuyts, some of them delivering ammunition, food, medical supplies
and 10,000 gallons of water before picking up waiting troops. These, plus a
total of 16 destroyers, returned with more of the 11,874 British troops
embarked from the harbour and 5,930 from the beaches. Of the total at
least 461 were wounded. Additionally, a small convoy of French supply
ships evacuated 2,500 ‘specialist’ troops and 480 wounded. Although one
ship, the 2,954-ton Douaisien, was lost to a magnetic mine, almost all of the
1,000 aboard were rescued.
During the day, however, arrivals outpaced embarkations as another 50,000
men trudged into the perimeter. Most of these were rear echelon and combat
support troops. They lacked the unit cohesion and individual discipline of
fighting units and soon overwhelmed Tennant’s slim staff, one of whom
referred to them as ‘the odds and ends of an army, not the fighting soldiers’.
Added to these were a throng of individual soldiers and small units separated
from their larger formations and, in the absence of orders or leadership, simply
headed for the funeral pyre of Dunkirk.
To rescue as many as possible as soon as possible, that night Ramsay
ordered a maximum effort. To the harbour he sent seven personnel ships,
three hospital carriers and two additional destroyers. To the beaches he sent
20 destroyers, 19 minesweepers, 20 schuyts, 17 drifters, five coasters and two
tugs towing 18 motorboats and 26 lifeboats.
While weather and darkness precluded further Luftwaffe intervention,
it encouraged the Kriegsmarine to attempt interdicting this large flow of
shipping between Dunkirk and Dover. The north-east corner of Route Y was
only 60km (37 miles) from the S-boats’ forward base at Flushing and late
that afternoon, under a mantle of dark grey skies, three of the fast attack
craft departed, cruising stealthily through the scattered rain squalls to take
station off Kwinte Buoy hoping to locate and sink some of the many ships
passing the well-lit turning point. Their success would be the first of two
major disasters to befall the Royal Navy the following day.
45
2
3
THE BATTLE FOR CASSEL, 28 MAY 1940 (pp. 46–47)
Cassel is strategically located atop a 176m-high (577ft) The battle soon became a contest between British anti-tank
‘sugarloaf’-shaped hill 30km (19 miles) south of Dunkirk and is guns and the tanks’ main gun and machine guns. British 25mm
the junction of five major roads through the area. This medieval and 2-pdr anti-tank rounds ricocheted off the PzKpfw 35(t)s’
walled city was defended by two of the 145th Brigade’s infantry 25mm front armour until the gunners switched their aim to
battalions, its company of nine 25mm Hotchkiss anti-tank guns, the tank tracks, or waited until the tanks passed and hit the
the 209th Battery (reinforced), the Worcestershire Yeomanry 16mm side/15mm rear armour.
(53rd Anti-tank Regt.) with 15 2-pdrs and a battery of four Bombardier Harry Munn described the battle:
18-pdrs from 5th Regiment, Royal Horse Artillery.
We fired, they moved, halted and fired. After some 15 shells had
In the previous two days the defenders had transformed Cassel been fired, [the gun loader asked] ‘When are you going to hit the
into a fortress by ‘loopholing’ the outer walls for the artillery and bloody thing?’… so I shouted to [the gun layer] ‘Hit [it] in the tracks,
anti-tank guns and building barricades in the narrow streets. Frank!’ Just as the tank moved we fired, hitting the track propulsion
The infantry, 2nd Bn., the Gloucestershire Regt (2nd Glosters) wheels.… The tank halted abruptly, swinging to one side. Our next
and the 4th Bn., the Oxfordshire and Buckinghamshire Regt shell must have disabled the turret, as they opened the escape
(4th Ox and Bucks) – established a defence in depth. hatch and ran for their lives towards their lines…
Once the Panzer offensive resumed Kampfgruppe Koll, built By the end of the day the 209th Battery had claimed 40 tanks
around Oberstleutnant Richard Koll’s PR 11, drove directly destroyed. Finally, at midnight Koll abandoned the fruitless
towards Cassel. Panzer-Regiment 11 consisted of three tank assault and the surviving Panzers were withdrawn. The
battalions, each with an authorized strength of 15 PzKpfw IIs, following day PR 11 moved off to the north-east, laagering
17 PzKpfw IVs and 34 Skoda PzKpfw 35(t)s. In March 1935, around Droogland to lick its wounds.
the Wehrmacht confiscated 219 of the 10.5-ton Czech tanks,
Depicted here are the crew of disabled PzKpfw 35(t) 713 (1)
delivering 130 to PR 11. Only one ton heavier than the PzKpfw II,
captured by a squad of 2nd Glosters (2), while an abandoned
the 35(t) had a much heavier armament: one 3.7cm cannon
18-pdr (3) still points through a loophole in the city wall.
and two 7.92mm machine guns. By the time PR 11 approached
Cassel it had an estimated 20 PzKpfw IIs, 25 PzKpfw IVs and For additional details on this and several other valiant stands
70 PzKpfw 35(t)s operational. fought by units of the BEF, Hugh Sebag-Montefiore’s well-
researched and evocative Dunkirk: Fight to the Last Man is
Koll began his assault at 1000hrs. While battalions on both
highly recommended.
flanks were held up by outposts, some two-dozen tanks
advanced from the south.
48
TOP
The RAF’s image suffered badly
from the gross exaggerations
of its inexperienced fighter
crews. Known as the Defiant’s
‘incredible victory’, on 29 May
No. 264 Sqn. gunners claimed
to have downed 19 Stukas, 15
Bf 110s, two Bf 109s and a Ju
88A. Actually only one Ju 88A
(1./LG 1) and one Stuka (2./StG
2) are known to have fallen to
Defiants this day. (IWM CH884)
BOTTOM
One of the five NAS 825
Swordfish lost on the Bollezeele
raid, resting in a field south of
Bergues, ravaged by souvenir-
hunters. The RAF completely
lacked a dedicated ground
attack aircraft for close air
support of the troops
prompting the Fleet Air
Arm to fill this gap with its
anachronistic Wolrd War I
-type biplanes. (IWM HU58737)
THE LUFTWAFFE STRIKES, WEDNESDAY 29 MAY

Attempting to counter the increasingly superior numbers of Luftwaffe aircraft
met over Dunkirk, 11 Group began to launch up to four squadrons at a time
in two concurrent two-squadron patrols, flying a total of 275 fighter sorties
in only nine missions. Lingering low clouds discouraged enemy activity for
the first nine hours of the day, but afterwards the Germans hit Dunkirk with
five massive raids, taking advantage of the breaks between the large RAF
fighter patrols to attack virtually unopposed twice. In 175 bombing sorties,
the Luftwaffe lost four He 111s (1./KG 1) and four Ju 88s (II./LG 1), with the
escorting Bf 109Es shooting down seven Spitfires and seven Hurricanes for
the loss of six of their own.
Opposing Messerschmitts similarly ravaged other British air efforts.
Attempting to prevent another devastating S-boat attack, Coastal Command’s
16 Group scoured the sea lanes from North Goodwin light to Ostend and
Gravelines, losing three slow, under-armed Avro Ansons to II./JG 26. Similarly,
late in the day the Fleet Air Arm sent ten Fairey Swordfish biplane bombers
(Naval Air Squadron, or NAS, 825) to attack German artillery bombarding
the port from near Bollezeele. Even flying these slow biplanes, the British pilots
could not locate their target and, savaged by a Staffel of Bf 109Es (3./JG 54),
five of the lumbering, vulnerable Swordfish were lost.
49
CAM219_BEV712.qxd:Layout 1 11/12/09 18:26 Page 12
OOST DYCK BUOY

4 11 13
12
11
10
ROUTE Y
5 MIDDLEKERKEBANK BUOY
3
NOORD PASS 4
3 2
MIDDLEKERKEBANK SOUTH BUOY

EVENTS
1 Sunset on 28 May: three S-Boats (S.25, S.30 and S.34)
of 2. Schnellbootsflotilla depart Flushing to operate
off Kwinte Buoy and points west.
2 2215hrs (British time) on 28 May: approaching
the well-lit Kwinte Buoy, Kapitänleutnant Siegried
Wuppermann deploys his flotilla using the Lauertaktik,
which takes lateral spacing of one nautical mile between
boats. After lying in wait for approximately one hour,
he leaves Oberleutnant zur See Zimmerman idling off
Kwinte Buoy and moves west with S.25 and S.34.
arrives from the west. Gossamer rescues 15 survivors;
3 2300hrs: HMS Wakeful departs the beaches off Bray- Comfort rescues 16, including Cdr. Fisher. At 0200hrs
Dunes after embarking approximately 640 Tommies danlayer Nautilus (64 tons) arrives and rescues five
who are crowded below decks to minimize topside survivors before proceeding to La Panne.
weight. Wakeful is followed at irregular intervals by
HMS Grafton (with 800 troops aboard) from Bray-Dunes,
7 0220hrs: minesweeper Lydd arrives on scene and
rescues another 20 survivors. Ten minutes later
and the minesweepers Gossamer (420 troops) and Lydd
destroyer Grafton arrives on scene and Commander
(300 troops) from the east mole. SS Malines (2,960 tons) to be an ‘E-boat’, firing with its 4in. gun and Lewis
Robinson takes command of the search and rescue
follows, returning empty due to the crew’s reluctance machine guns (and possibly hits the Grafton’s bridge by
effort at N 51° 22’/E 02° 45’. He orders Gossamer to
to expose themselves to enemy action. mistake), then rams Comfort, splitting the drifter in two.
continue to Dover and Lydd to circle the scene on
Four Comfort crewmen and 13 Wakeful survivors are lost.
4 0020hrs on 29 May: S.25 and S.34 attack patrol sloop anti-submarine patrol. At 0240hrs, with Lydd to the
Shearwater south of Fairy Bank. All torpedoes miss. west circling to port, Comfort approaches from the 10 0400hrs: responding to the Grafton’s SOS signals,
starboard quarter so Cdr. Fisher can warn Robinson. Malines arrives on scene, takes aboard the 800 troops
5 0036hrs: ‘Good God! Hard a-port!’ Approaching Kwinte and continues to Dover. Lydd continues to Ramsgate.
Buoy (passing N 51° 20’/E 02° 45’), Commander Fisher 8 0350hrs: ‘For goodness’ sake, get moving – you’ll be Half an hour later five RN destroyers arrive. While the
had just called for 20 knots (from 12 knots through torpedoed if you lie stopped!’ Cdr. Fisher warns Grafton,
others continue to Dunkirk, HMS Ivanhoe rescues the
Noord Pass) and commenced zigzagging when he but it is too late. Attracted by the numerous distress
surviving 129 crewmen and scuttles Grafton with three
spots two torpedo tracks approaching rapidly from flares and flashing signal lights, U.62 approaches from
4.7in. shells fired into its hull. At 0515hrs, Cdr. Fisher is
150m off the starboard bow and orders evasive the port quarter and fires two torpedoes at a range of
rescued by the Norwegian SS Hird (requisitioned by the
manoeuvres. S.30’s first torpedo passes just off the bow, 1,000m, one of them blowing off the stern abaft the
French Navy and steaming from Dunkirk with 3,000
but the second strikes the forward boiler room, breaking after magazine bulkhead. Commander Robinson, one
French troops aboard) and ‘dropped off’ at Dover.
the destroyer in half and killing three officers, one petty other officer, 14 ratings and 35 army officers are killed.
officer, the ship’s surgeon, one NAAFI worker, 92 ratings 11 In the vicinity of Oost Dyck Buoy hospital ship Dinard
and all but one soldier on board. Having fired from
9 0307hrs: ‘For God’s sake, stop! We’re all English!’ reports being attacked – possibly by S.25 and S.34 – but
Confusion, panic and pandemonium reign. The torpedo all torpedoes miss.
600m, OsZ. Zimmerman withdraws quietly to reload.
explosion sends Comfort careering out of control in a
6 0111hrs: ‘Lifeboats away!’ minesweeper Gossamer starboard circle at full throttle. Lydd continues turning to 12 0707hrs: having searched since daybreak for a
arrives on scene from the south. Minutes later danlayer port to come to the aid of Grafton, but seeing the latter suspected U-boat between Fairey South and Kwinte
(converted drifter used to mark mineswept channels was in no immediate danger and firing at a dark shape Buoys, destroyer Vega attacks a submarine contact at
with small flag buoys called ‘dans’) Comfort (60 tons) off the starboard beam, Lydd attacks what was believed N 51° 22’/E 02° 45’.
THE SINKING OF HMS WAKEFUL AND GRAFTON, 28/29 MAY 1940.

The torpedo action by German S-boats and U-boats against two British destroyers and a number of small
vessels on the night of 28/29 May 1940
50
Another random document with
no related content on Scribd:
"Nellie," said Christina after tea, when they were all
assembled in the drawing room, "I have lost one of my
children!"
"She does not look very sad," said Arthur, "so I suppose
it is all right."
"How?" asked Nellie, but she guessed it must be little

Charlie.
"It is all very well for you to laugh," said Christina to

Arthur; "but it was a great grief to me, as well as a great
joy."
"Do let us hear about it," said Tom.
"I told you that Mrs. Wood was to go home for

Christmas. Well, a few days ago I received a note from her
husband saying he should come to town to fetch her; for I
had already arranged to see Mrs. Wood on her way through
London.
"I therefore wrote to him, telling him to meet her at my

house, as I should keep her till his arrival. Last Monday was
the day fixed for her return, and about twelve o'clock Mr.
Wood came to Sunnyside to see me.
"It would be impossible to tell you all he said of thanks

to me for my efforts for her; but when he was a little
calmed, I went to fetch Charlie. As you know, the little
fellow is wonderfully improved since he came, but still looks
delicate. His father, however, saw nothing but the
improvement, and his joy was overpowering. To clasp the
pretty, clean, well-cared-for little morsel in his arms again,
was boundless delight.
"Charlie was a wee bit shy, but in a few minutes put his
little head against his father's breast, and never offered to
leave him again.
"Mr. Wood then asked me to allow him to share the

expense of his wife's stay at the Home where she had
received such benefit; but I knew their business had
suffered much in consequence of her neglect of it, and I
begged him to allow me to defray the whole of it, telling
him it was freely given 'to the Lord.'
"'May He accept it, then,' he answered, 'and lay it up in

heaven for you, for I can never, never repay my debt.'
"While we were sitting, I took the opportunity of saying

something which was on my mind, before his wife should
come.
"'Mr. Wood,' I said earnestly, 'you will forgive me for

asking, but have you banished all intoxicating drinks from
your table and house?'
"'Of course I have,' he answered, surprised.
"'Because,' I said, 'people are so forgetful; and I have

heard of such sad cases of temptation and fall, from
relatives selfishly continuing to take their moderate glass.'
"'You could not think me so cruel,' he said, looking sadly

at me.
"'No, no; I only mentioned it.'
"'And now,' he said, 'tell me, what was your reason for
abstaining, may I ask?'
"'Certainly,' I answered; 'it was just this. I was reading
in my Bible one day, and this verse seemed to haunt me
after I closed the book:
'"It is good neither to eat flesh, nor to drink

wine, nor anything whereby thy brother
stumbleth, or is offended, or is made weak."
"'I pondered it for a long time before I could make up

my mind. It was to me a piece of dreadful self-denial not to
offer it to my friends as a usual beverage; but when I
remembered that thousands in our country had ruined
homes and broken hearts through its use, I could hesitate
no longer.'
"He grasped my hand. 'But for your self-denial, my life

here and hereafter would have been ruined,' he said.
"As he spoke, for we had been so earnestly talking we

had not heard the bell, Jane opened the door, and Mrs.
Wood was announced.
"She came across the floor looking at me, and

apparently going to speak to me first, but her eyes fell upon
her husband and baby; and forgetting her former intention,
she threw herself upon her knees before them, and,
encircling her child with her arms, buried her face in its lap,
and sobbed out in a broken voice, 'Oh, Harry, forgive,
forgive me!'
"I saw him put his arm round them both with a
smothered, 'My dear, I am only too glad,' and then I slipped
away.
"When I went back again after half-an-hour, they were
sitting side by side, holding each other's hands, and
looking, oh, so happy! Charlie had fallen asleep in his
father's arms, and his mother had lifted his feet into her
lap, and was holding them in her disengaged hand.
"She looked up in my face with a somewhat mournful

look replacing the joyful one. 'He will not come to me,' she
said; 'he does not know me.'
"Her husband pressed her hand. 'He will know you

soon, dear. Soon there will be no one like "mother" to him!'
"She shook her head slightly. 'I deserve it,' she

whispered; 'but with God's strength, I will never deserve it
again.' Then turning to me she added, 'If it were on my own
strength I was building, it would be a poor affair, Miss
Arbuthnot; but when it is God's strength, that must be
everlasting. Those words of yours have never left me—
'"Able to save to the uttermost."
"'He has saved me—saved me from the punishment of

my sin hereafter, and saved me from the power of it here.
He is, as you said, stronger than Satan.'
"How changed and altered she was in these three or

four months! Her husband gazed upon her as if he could not
unfasten his eyes. Then he bent over and kissed her.
"'You do not smell any spirits now?' she asked with a

little laugh, which ended in a burst of tears.
"Mr. Wood asked me if I could spare Charlie to go back

with them. 'His mother feels as if she could not part with
him again, and yet I hardly like to take him so suddenly—'
"'You shall have him,' I answered generously, hardly

knowing then what it would cost me, to see my little darling
carried out of the house in his father's arms in the
afternoon.
"I cannot tell you, dears, all they said and did, nor
repeat their gratitude. How little had I done, and what an
abundant blessing had my gracious Father given me!
"'They that sow in tears shall reap in joy,' He

says—
"And I found it true."
* * * * * *
If Christina could have chosen, she would have

preferred to meet Walter at Sunnyside, at her own home,
with only her aunt's kindly presence to embarrass her. But
ever unselfish, she had considered what a sad time this
must be to them in the Square, and had yielded to their
wish to join them. She could not feel happy to take Walter
from them just as he arrived, and knew that his heart must
be rather divided if she were at a distance.
As the evening advanced, she sat by little Tom very

silent. He seemed to understand her feeling, and held her
hand without speaking; but once he whispered, "Mamma
would have been so glad of this day, Christina; we can
rejoice in thinking of that."
She pressed his hand, and then said very low, so that
only he heard it, "It is a strange day, Tom, and I do not
know how to rejoice; but I shall feel better perhaps when
once he is here."
"Yes, you will," said the little comforter, reassuringly;

"and all the more that it would please mamma for you to be
really glad."
Dr. Arundel leaned back in his armchair, but was as

cheerful as the rest now, and was talking with Arthur and
Ada, and telling them stories of arrivals which he had
known, and reminding them that nothing was sure in this
world.
Netta and Isabel sat near Nellie with their work, but
they did not do much; for every cab made them look up,
and sometimes go to the window to peep out.
Nellie sat very quiet too. Would Walter ask her this time
if she had any secrets? She hoped not; but perhaps he
would be too taken up to think of her. Then a pang of
jealousy shot across her heart; a pang instantly rebuked
and confessed; but the thought filled her eyes with tears.
Not the thought that she was no longer first with her
beloved brother, but of grief that she could have even
regretted it for a moment.
In her pocket lay a letter from Hope Elliot, received that

morning, which as yet she had not had an opportunity to
show to Christina.
"We cannot think" (the letter said) "what can

have come to Wilmot. He writes to tell us that
he will be down for Christmas; but that he
thinks of going abroad. He will explain his plans
to mamma, he says, and obtain her sanction,
and then he means to be off at once."
"Have you seen him lately, Nellie? And can
you tell us what wild scheme he has got in his
head? Of course mamma will persuade him out
of it, or I hope so; but it is too tiresome to even
suppose he will throw up his good prospects
here, and go out there on a wild-goose chase."
"Before, however, you have time to answer

this letter, we shall see him for ourselves, and
be able to hear all about it."
Hope then went on to give her another and pleasanter

piece of news.
"I have told you about Jack Morland, the

young canoeist, whom we have got to know.
Well, yesterday, he came to mamma's quite
unexpectedly, and made Maude an offer, which
she has accepted, and the young people are
very happy. Mamma is pleased, for he is a very
nice fellow, and we are all full of excitement."
This letter, with its double news, was lying in Nellie's

pocket. She felt conscious of it all the time, with a dim
impression of a hidden pain. She had told the wedding news
in it at once; but the other must be confirmed before she
would mention it.
There was a sudden "Hush!" from several of them. Yes,

it was a cab at last stopping at the house; then everybody
hurried to the door, and crowded down the stairs while
Walter was being admitted, Miss Arbuthnot even going to
the landing, and Christina and Tom were left alone.
He did not attempt to speak to her, and it was only a

moment of intense bustle of arrival in the hall, before a
quick light step was heard on the stairs, and Walter was
once more with Christina, whom he had so longed to see.
When they could settle down to anything of quiet, after

Arthur and he had helped in the carrying up of his heavy
packages, all felt the blank in their midst.
Walter looked round the room with a sudden realization

of what he had known and expected. His eyes met his
father's, and both understood each other's thoughts.
Then Dr. Arundel spoke to them all, gravely and

lovingly:
"My dears," he said, "we are all on a journey, travelling

homewards. Those we love are only a little way on in front
of us; they have reached home. They would have waited for
us, but our heavenly Father called them, and told them to
pass on first. It can only be a little while before we follow
them; and meanwhile the same Father bids us do our work
cheerfully, contentedly, hopefully, leaving us this promise
always close to us:
"'Lo, I am with you alway, even unto the end of

the world.'
"We will thank Him for His goodness in bringing Walter

home, and thus cheering our hearts."
When they rose from their knees, he kissed them all
round, and telling them he should be with them again
presently, went to his study.
That night, when all had retired, Walter sought his

father, who told him the history of those last months.
"It is painful to me to speak of it," he said "but I feel

relieved; my heart feels lighter than it has done since she
left me, for I have not been able to speak much of it all.
Nellie, dear girl, has had enough to bear."
"Yes, she looks very thin and tired; but Christina thinks
she will recover gradually. I must try to cheer her if I can."
"Poor, dear little Nellie," said her father.
CHAPTER XXV.
HASTY.
BUT Wilmot did not come back. As Nellie had told her
father, it was all over; there would be no change.
Christmas had passed, and New Year's Day dawned,

bringing a second letter from Hope—a surprised, rather
hurt, letter.
"I always thought men extraordinary, Nellie,

but never believed it could come so 'home' to
me as this.
"I told you about Wilmot's wish to go abroad.

When he arrived, to our dismay, he brought all
his belongings with him from London, and he
and mother were closeted together for hours
that night.
"I heard all this from Maude, for I could not

go down to the cottage on Christmas Eve, as I
was to spend the next day there, and I had
little things to do, besides not wishing to leave
dear Mrs. Arundel for so long.
"On Christmas day Wilmot seemed much as

usual, but mamma looked pale and worried;
and in the evening she told us Wilmot had
decided to go to New Zealand, and had made
arrangements for George to be in the same
office and lodgings, and everything that he had
been in, and to begin life in London in his place.
"Mamma did not explain his reasons; simply

said she had given her consent, and she
believed it would be very advantageous for
George.
"I cannot write it all, Nellie, for I am busy,

and besides my eyes ache with crying. Wilmot
begged us not to make a fuss; that he should
send for us in a year or two, and pictured to us
what he should do, and what we should do.
"We did not pass an unhappy evening after

all, though I do not consider Wilmot seemed
quite like himself.
"The next day he came up and asked dear

Mrs. Arundel if I might come home for a few
days to help get his things ready, and she
willingly assented.
"To make a long story short, we worked away

night and day almost, and he is gone.
"He sailed this morning, and that is why my

eyes are swollen with crying.
"Mamma feels it very much; but she makes

no complaint.
"I cannot think what it has been that made

him decide to go; but he always has been
rather fond of travelling, and nothing but his
wish to help mamma with us all, has kept him
in England so long.
"I heard her say to him once, 'My dear boy,

remember God is with you wherever you go.
You can never be where He is not.'
"'I know, mother,' he answered; 'I do not
forget it. I am thankful to know it. But for that
—'
"He left the sentence unfinished, and it is the

only time I heard him break down in any way.
"You will see, Nellie, that this was a good deal

for mamma to say; but I do believe she is
happier in that way than she was."
Nellie announced the news of Hope's letter at once,

feeling it would be easier to have it over than to be
dreading it all day.
Her father gave a quick glance at her face; but after

that, he took it in a matter-of-fact way, for which she felt
thankful.
Walter's plans, and with them Christina's, were now the

chief thought amongst them.
He had waited for the week to look round upon it all,

and then told his father that he should like to settle down
with them at No. 8 till the next autumn.
"Christina wishes it," he added; "and I quite agree with

her. It will be the best thing, if you will have me."
"Have you?" said Dr. Arundel, looking with one of his

rare smiles into his son's face. "My boy, my heart has been
much lighter since it has got you back."
Walter thoroughly appreciated the tone of these words;

and when afterwards Nellie told him that the week had seen
a wonderful change for the better in their father, he was
truly relieved and thankful to know that his affection and
presence could lighten the gloom which had fallen on the
house since he left it, only a little more than a year ago.
So the winter passed away.
One day in early spring, Nellie came into the nursery

with a letter in her hand.
"Whom is this for, do you think?" she said, holding it up,

and looking across the room to Tom's couch.
"Not for me, is it?" he asked, while a flush of pleasure

came over his face. "I never get letters."
"Yes it is, Tom," said Nellie, advancing and putting it in

his hand.
Netta and Isabel, who were fast getting out of "nursery

children," happened to be there, and came close to see
what it could be.
It was a delicately-folded note, and inside Tom read

aloud, with some dismay:
"The pleasure of Master Tom Arundel's society

is desired at Sunnyside for a fortnight,
accompanied by his sister Ada."
"What does it mean?" asked Tom, looking rather

anxiously at Nellie.
"I should think it means you are to go and stay at

Hampstead."
"Oh!" said Tom. "But I don't think I can stay anywhere."
"Here is another letter in the same writing," said Nellie,

smiling; "but as Ada is not home yet, we must wait."
Nellie sat down by Tom, and took up her work, while

she listened to his plans and projects; but suddenly, he hid
his face in his hands and burst into tears.
"Tom, dear?" she asked tenderly. "What is it? Do tell

me; what is the matter?"
"She would have told me whether I could go or not,"

sobbed Tom. "Oh, Nellie, I cannot live without her!"
He sobbed violently, and Nellie knelt down by his side

and put her arm under his head, but without her love
seeming to make any impression on his grief.
So patiently had he borne his sorrow, that they had

almost begun to think it was wearing off; but just now a
tender chord had been touched, and it would vibrate.
Sensitive and shrinking, the poor child always depended

on his mother's judgment for all he was to do; and now
suddenly, when the occasion arose, there was no one to
appeal to. It came upon him with a freshness of despair,
and at first, he was too overwhelmed to listen to Nellie's
assurances of its being possible, or to consider his usual
source of comfort.
"Leave me, Nellie," he whispered at last; "I must have

time to think."
When his sister came again to see him, peace reigned

on his pale little face. He looked up into her eyes, and held
out a tiny note. It ran—
"Dear Christina,—At first I thought I could
not; but now, if you will excuse such a helpless
visitor, I should like to come.
"Your affectionate
little Tom."
"You have found your rest again, darling," said Nellie,

very low, to him.
"Yes, Nellie. I find if ever I run from under the covert of

His wings, I get frightened. But I'm so sorry I grieved you
about mamma; you do all you can, Nellie, all that is
possible for me, and I do love you and thank you; but
sometimes—"
"Yes, dearest Tom; we all feel it so, and then, as you

say, we find our only consolation is under the covert of His
wings—
"'He shall cover thee with His feathers; and

under His wings shalt thou trust.'"
"School's over for three weeks!" exclaimed Ada,

bursting in, and throwing a bag of books on the table.
"What a noise, Ada," said Isabel.
Ada turned round sharply, and told Isabel—"It did not

matter to her."
Isabel said, "It did; we were having a talk, and did not
want to be interrupted."
"All right," said Ada, "I'll make myself scarce." With
which sharp words, she hastened from the room.
"Isabel, dear!" said Nellie. "I wish you would not vex
Ada."
"Well, Nellie; she is so hasty. I only made the remark

that she did make a noise."
"Quite true," said Nellie; "but the truth is not always

pleasant, and you are younger than she."
Nellie went into their room and sought Ada. "Here is a

letter for you, Ada," she said.
"I wish, Nellie," said Ada in return, "that you would

make those children mind their own business. They are
always keeping me in order."
"You should try not to mind a little remark, dear; it is

difficult to repress everything, isn't it?"
"I should, if I had the management," said Ada.
"Would you?" said Nellie, smiling a little; "but here's

your letter, Ada."
"Who's it from?" asked Ada ungraciously, holding out

her hand, however, for it.
"From Christina."
"I declare!" said Ada, reading and brightening up. "She

has asked me for a fortnight to Sunnyside, and Tom, too.
Can he go, Nellie?"
"I think so, if papa says he can; but it will be a great

charge for you."
"But then there will be Christina, and she understands
Tom so well."
"She does; but you will have to be very patient with

him, Ada. It will do him a great deal of good, or it might be
harm. He misses mamma more than you think."
"We none of us know what each other feel," said Ada;

"that's the way with people living in the same house."
"But love and sympathy help us to understand, Ada,"

answered Nellie.
CHAPTER XXVI.
CONCLUSION.
FOUR years after the events recorded in the last
chapter, two young ladies were sitting in a sunny room at
Shanklin, looking out on to the sea.
On the knees of the elder of the two lay an infant, and

over it bent a fond, lovely face, not altered but improved by
its motherliness.
By the side of the other, stood a little roundabout of two

years old, gazing up in her face, as she told her a history of
a brightly coloured picture.
Her mother glanced at the group with a sweet, tender

look. "Kind Auntie Nellie," she observed.
"Tind auntie!" responded the little creature, patting

Nellie's hand.
"How she gets on, Christina," said Auntie Nellie, looking

up; "I never heard a child talk so plainly."
"That is because I always speak to her so distinctly."
"I believe it is," answered Nellie, smiling. Then, turning

to a little maiden of about six years old, who stood looking
out of the window, she added:
"Come, Alice, would you not like to see these pictures

too?"
The child turned and came close, putting her arm

affectionately round little Eleanor.
"And so," said Nellie, continuing her story, "God gives

us just what He sees the very best for us. See, that man is
handing his little child a great heavy stone; and that one, in
contrast, is giving his child a nice piece of bread."
"Yes," said Alice; "but I don't like that other father; he
doesn't look kind."
"No; it is just to teach us the lesson how unkind we

should think it in our father; and God is better than any
earthly father."
"And He's always thinking about being kind," said Alice,

with kindling eyes. "Don't you remember last week, when I
was poorly, and couldn't eat any nice things or fruit for ever
so long, how He sent me—told someone to send me—that
tiny, tiny little text-book?"
"Yes, darling; I thought so when it came."
"So did I," said Alice, nodding, "because He's so kind."
Eleanor looked on wonderingly, only half

comprehending, but still taking in part of the picture into
her little mind, and carrying away with her into the garden,
whither the children now ran, an impression that "God was
kind."
Just outside the verandah—the same old verandah

where Nellie used to sit and dream and pray—Tom, little no
longer, reclined in an invalid chair. His face was altered from
the delicate child's face, but it had the same sweet trustful
expression, though he was now a boy of fourteen.
He had been allowed by his physicians to sit up a little

every day; but his slight form was even thinner than it had
been, and those round him knew that he was slowly but
surely preparing to leave them.
He knew it himself, and talked of it peacefully and

happily, not as a thing to be dreaded, but as a change from
tender love here, to even better beyond.
His patience, as the years rolled slowly on, increased
rather than diminished, and the absence of fretfulness,
which had once been obtained with great inward struggle,
now was habitual.
He and Nellie were the firmest friends and dearest

companions; and if anything lightened her cares, it was to
have "a talk" with little Tom.
When she was burdened or weary, she would sit silently

by him, leaning her head on his cushion, content to be
quiet; and often if they did not speak a word, comfort would
steal over her. So, peaceful and still, she would remember
the patiently-borne suffering of her young brother—the
hopelessness of his earthly prospects, the hopefulness with
which he regarded his heavenly prospects; and any repining
would be rebuked when she thought of how much more
enjoyment she had after all, than he.
Just now he was lying with closed eyes listening to the

song of the waves, occasionally catching the low talk of the
two sisters.
"Ada gets a handsome girl, doesn't she?" said Nellie.
"Yes; but she thinks nothing about it, but just goes on
her sensible way as nicely as possible."
"I have much to thank her for since dear mamma's

death," responded Nellie. "She has been a dear sister to
me."
"I am sure she has. There was one time that I was
rather afraid, but your love and patience tided over the
difficulty."
"It was very hard for her to have to yield to me, if there
was a difference of opinion; and yet sometimes you know I
was forced to carry out what I thought right. It was about
the children generally that we had trouble; but, after all,
she acted so beautifully."
"Dear Ada! And now she does so much credit to your

love and care."
"Not mine; I do not feel I can take any credit. I was

always helped over every difficulty. At first I used to think I
could never succeed in managing it all; and then I learnt
gradually that every time I got perplexed, I had nothing to
do but to ask for wisdom. Sometimes I felt as if the wisdom
had hardly been given, as if things had not quite gone right
after all; but I learned gradually to believe in the answer to
my prayer being sent, and the more I trusted, the more I
found I might trust."
Nellie smiled brightly when she got to the end of this

long sentence, and Christina looked with soft appreciating
glance back at her.
At this moment, a sound of merry voices came nearer

and nearer. The gate creaked on its hinges, and a number
of young people came quickly up the path, and entered the
sitting-room.
"We have had such a lovely ramble," exclaimed Ada,

holding in her hand her pet brother, a sturdy little fellow of
six years old.
"I'm not a bit tired," said he, stumping along bravely;

"and Ada says we've been six miles."
"Yes, that we have," answered Arthur, "and I think Cecil

has done well. So your wee birdie is asleep, Christina?"
"Yes; and I must go and lay her in her cot. Ada, bring
Eleanor with you."
Eleanor climbed up into Auntie Ada's arms, and was

carried off smiling to her nurse; while Nellie went out to
Tom, and asked him if he were ready to come in.
He turned his face up to hers. What a look of affection

was in his eyes! "I like being here, Nellie," he said; "and
now I have this, I can come in when I like, you know."
He referred to his invalid chair, with its large, easy

wheels, which he could move with a touch of his hand.
She smiled in answer, and settling his pillow stood still,

looking down upon him.
"You are in pain to-day I fear, dear?" she said softly.
"Only a little."
"Your back?"
"Yes; but I must expect it, Nellie. Don't look sad,

darling. 'Neither will there be any more pain there.'"
"No, dear. 'The former things will be passed away;' but I

wish—"
"Do not wish anything but what is sent me," he

answered. "It is all love."
Nellie kissed his forehead, and turned away. "All love,"

she repeated to herself, as she went up to her room; "all
love.
'All the paths of the Lord are mercy and truth.'"

As she looked from her window over the sea, and
thought of all these things, she saw Walter come in from his
walk, with Netta and Isabel leaning on him on either side,
full of life and spirits.
"There's Nellie at her window," exclaimed Netta, looking

up. "Nellie, Walter wants you to come down. He's cut his
finger, and Christina is nowhere to be seen."
"I will come," said Nellie, hastening down.
"Is it bad?" she asked, as she rapidly got out rag and
calendula, which she always kept handy.
"Oh dear, no; a mere scratch. But where is Christina?"
"Can't do without her for five minutes?" asked Arthur

saucily from the sofa, where he lay luxuriously enjoying a
delightful book.
"No, not if I can help it; where is she?"
"He will have an answer," said Arthur, going on reading.
"He cannot get one," answered Walter, as he held out

his finger to Nellie's soft touch.
"She is with her little ones," said Nellie, "but will be

back in a minute. Oh, here she is!"
"Papa is coming down to-night, Walter," said Christina.

"I have just had a note from him, so we shall have a happy
Sunday. Oh, dear, have you cut your finger?"
"It is nothing serious; I did it sharpening my knife. And

so you have heard from my father?"
"Yes; and I have two other letters in which you will be
interested."
"Are we to hear them now?"
"If you like. One is from Mrs. Wood, Charlie's mother,

you know."
"And the other?"
"From home."
"Are all getting on well?"
"Yes. You shall have Mrs. Fenton's letter first."
"Dear Mistress,—You will be glad to hear that

all are well, both at Sunnyside, and at our little
Home. Alfy has been a very good boy, and he
sends his love to you. So do Georgie and Frank.
Alfy's grandfather died the end of last week;
and his grandmother is very sadly. I do not
think she will last long. Miss Arbuthnot returned
from the north safely, yesterday. I hope you,
and master, and the dear little ones are quite
well, and enjoying yourselves. We miss you all
very much.
"With our respects, in which all unite—
"I am, dear Mistress,
"Your obedient
servant,
"Mrs.
Fenton."
"Good old creature," said Walter, when the letter was

read; "it is a real treat to talk to her. I often go and have a
chat with her in her cottage, Nellie."
"Does she like having the three little boys to live with
her?" asked Arthur.
"Yes, very well," answered Christina; "she is very good

to them, and they go to school, so she does not get quite so
much of them."
"The plan acts very nicely," said Walter; "and no one

knows what blessing she may bring to those little lads, by
her bright faith and cheerful loving service. She said, when
we first told her that we thought of building two more
rooms to her cottage, and getting her to mind these boys,
'Well, sir, I'll think it over, and if I find it is the work my
Father has set me to do, I'll do it.' And she waited a day or
two, and talked to 'her Father' about it, and then came to us
and accepted."
"I do like her," said Ada; "and now, Christina, let us

have your other letter, if we are to hear it."
"My dear Mrs. Arundel,—It is with the

greatest pleasure I take up my pen to send you
these few lines, for I feel you are the dearest
friend to whom I can write. We are getting on
so happily, and I am so well, and our business
is much improved. All owing to you, dear Mrs.
Arundel; and I can never be grateful enough.
"My husband is coming to London in

September, and he promises to bring me and
Charlie with him, that we may have a sight of
your face, and we are longing for the time to
come.
"We keep the text you gave us on our wall,

and read it over very often. I have found it true
many a time. You remember it, do you not?
"'God is our Refuge and Strength—a very

present help in time of trouble.'
"We have proved Him that, and daily He is my

strength, as He says.
"You will excuse this long letter; but it is so

nice to be allowed to talk to you. I often think
of the home above, where I shall, through
God's forgiving mercy, meet you; for He has
cast all my sins into the depths of the sea.
"With our very kind respects, and my and

Charlie's love—
"Yours most gratefully,
"Clementin
a Wood."
"Poor thing," said Walter.
"She is happy though, now?" asked Ada.
"Yes; but oh, Ada! It must be dreadful to have such a

past to look back upon," said Christina.
"We have all plenty to regret," answered Ada, sighing.
"Heigho!" said Arthur, "I have only a week more holiday,

I declare, and then I must grind, grind, again."
"Is 'walking the hospitals,' 'grinding'?" asked Cecil.
"I should say so," said Arthur, "just."
"It isn't my idea of it," said Cecil, and the elders

laughed, while Arthur was not sure whether he was being
made fun of; but Cecil looked so stolidly at him after his
remark, that he concluded to let the matter drop.
"We shall all have to 'grind' soon," said Walter.
"So you will," said Dolly; "for besides your business,

you're always going out preaching to children."
"Not always, Dolly, or poor Christina would see nothing

at all of me."
He seated himself by his wife, and began playing with

her knitting ball.
She removed it from his fidgety fingers smilingly, and

said, "Yes, life is busy to us all, isn't it, Nellie?"
"Yes," answered Nellie, "very; but I for one am not quite

so busy as I used to be."
"And I am more busy than I ever was," said Christina.
"Of course with those 'blessed infants,'" said Arthur.
"You know you love them dearly, Arthur," said Netta.
"You do?"
"I don't pretend to deny it," she answered.
"Oh, well.—When is tea coming, Nellie?"
"In a few minutes. You are hungry, I suppose."
"Don't you think six miles has earned an early tea?"
"I will ring; but you know the water doesn't boil till
five."
She laughed; and when the little maid came, she

suggested that all had come back hungry.
"I'll see 'm; I'll tell misses, 'm. The kettle do nearly boil,
'm."
After tea, most of the young party proposed to go to

meet Dr. Arundel.
Nellie said she was rather tired, and would sit in the
garden instead, and bear Tom company.
Tom, however, felt chilly, and soon wheeled himself into

the sitting-room, which was particularly convenient, as the
French door opened to the garden without a step of any
kind.
He begged Nellie to sit out in the air as long as she felt

inclined, as he should be reading to himself; so she sat on,
thinking them rather a long time gone. When at last she
heard their voices returning, she was surprised to find that
they passed the house, and continued their way along the
walk by the sea.
But the gate swung to, and Dolly's little feet ran lightly
up the path, then through the house and into the garden,
and paused by her side.
"They have taken papa a little walk, Nellie, and I've

come to tell you so, and to say that there's a friend come
down with papa from London, and I was to tell you so."
"A friend? Who, dear?"
"He's coming in; he doesn't want to go for a walk. He's

just outside, Nellie."
She hastened away, having discharged Walter's

message most faithfully; and only waiting to lead their
visitor through the room to the French door, she hurried
back after the others, and left him to make his own
introduction.
He advanced over the soft little lawn to where Nellie

was standing, waiting and wondering.
As he came nearer in the half-light, she failed to

recognize the stranger; but something in the sound of his
step made her heart give a strange leap.
He came closer and held out his hand.
"Do you not remember me, Miss Arundel?"
"Mr. Elliot!" exclaimed Nellie.
"I have come back," he said, still clasping her hand in

both his; "and I want to know if you can forgive me for
going away and leaving you all these years?"
"I have nothing to forgive," answered Nellie, trembling

violently, and sitting down.
"I am afraid you have. Such hard, bitter thoughts at
first. Such a hurry to go and leave you, and try to forget
you. But after a while I came to better feelings."
Nellie bent her head lower, but knew not what to say.
"But I have come back, Nellie. I may call you Nellie

now, may I not? I have waited a long time, and I have
come to ask again. Can you tell me now whether, as I have
loved you so long, you can love me?"
"I did not mean to be unkind then," she said softly.
"I am sure you did not. Come, Nellie, it has been such a
long weary time; can you not make me happy at last?"
"I will try to," she said, whispering low.
And then Wilmot knew that he had obtained his heart's

desire.
LONDON:
JOHN F. SHAW AND CO., PATERNOSTER ROW.

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Dunkirk 1940 Operation Dynamo First Edition

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of dunkirk in may and June 1940 has achieved a fabled status in

R ROUTE Y S Fairey Bank O

british military history. the nine-day struggle to decide the fate of

East Goodwin Light E rg

land and sea, as the advancing germans fought to overrun the

Full colour battlescenes illustrations 3-dimensional ‘bird’s-eye-views’ maps

WWW.OSPREYPUBLISHING.COM DOUGLAS C DILDY illustrated by Howard gerrard

DOUGLAS C DILDY ILLUSTRATED BY HOWARD GERRARD

THE BATTLEFIELD TODAY 90

ORIGINS OF THE CAMPAIGN

Monthermé and Dinant. After the Panzers blasted an 80km-wide (50-mile)

1939 12 March Finland accepts Soviet terms, ending

27 September Warsaw surrenders. 9 April Germany invades Denmark and

Abrial’s subordinate land forces commander was Général de corps d’armée

Marching unceasingly, the

Allied naval forces

RAF Supermarine Spitfires Allied air forces

Nevertheless, on 24 May, when the Nazi leaders began to debate how to

ORDERS OF BATTLE II Corps – Lt. Gen. Alan F. Brooke

Corps troops: 1st Minesweeping Flotilla two minesweepers from Scapa

Coastal Command 3e Division légère Mécanique – Gén. de div. Langlois

Additional Ships Aufkl.-Abt. 18

I Fliegerkorps– Gen. Ulrich Grauert StG 2, Ju 87B

ABBREVIATIONS PzJäg.-Abt – Panzerjäger-Abteilung

English Chann el Zeebrugge Breskens

XX 1 Furnes Leopold G 17 V 256

(+) Bergues 208

Saint- SFF Socx Loo Y 18 Res. Ronsele

Samer 133 44 17 5 216

0 5 10 15 miles ée Denain Valenciennes

Thames motorboats under tow

Dunkirk Harbour when the

Protected by his reinforced destroyer flotilla a large contingent of impressed

THE GERMAN PLAN TO DEAL WITH THE

THE RACE IS ON, SUNDAY 26 MAY

A Waffen-SS MG 26(t) (Czech-

Weary Belgian artillery

The South Falls n Ba

THE PANZERS ROLL, MONDAY 27 MAY

A shorter route (88.5km, 55 miles, titled Route X) was plotted diagonally

The Panzers roll again – finally.

Captured Belgian soldiers walk

Disabled British anti-aircraft

The Luftwaffe’s Messerschmitt

THE BELGIANS SURRENDER, TUESDAY 28 MAY

Built in 1936 for the New

2 XIX 1 (-) (-)