BEF in Retreat 1940

Map showing the position of the British, French, Belgian and Germany armies on the evening of 25 May 1940. This was the situation when Lord Gort decided to retreat to Dunkirk, and also when Churchill decided not to evacuate the garrison of Calais.

After the shock of the events of the 20th May 1940, the British forces south of the Somme were in complete disarray. HQ 12th Division and two of its brigade HQs had survived intact but between them they could only locate one battalion of the Queen’s Regiment. Two of its battalions – 4th Buffs and 2/6th East Surreys – were nearby having been halted before they reached Abbeville and another – 6th Royal Sussex – sat in a railway siding south of Amiens. All could easily have been brought back under control had they had any signals equipment, as could the three battalions of 46th Division now cut off from their own HQ and it might have been possible to quickly reform them into a cohesive defence line along the Somme. As it was, the chance was lost simply because they were not aware of each other’s presence. Instead, it was now left to Brigadier Beauman and his Lines of Communication staff to take on the role of managing both the defence and withdrawal of millions of tons of supplies with whatever troops were to hand.

After many delays, the 1st Armoured Division had finally arrived at Cherbourg the previous day, having originally intended to reach the BEF via Le Havre but being diverted because of the bombing of that port. They were even now on their way to Rouen, the tank crews fitting their machine guns to their vehicles as they rolled along on the flat bed railway trucks bringing them north. Until reinforcements could be sent out from England, Beauman needed to gather whatever he could. The arrival of even a poorly equipped battalion like the 2/7th DWR was welcome news.

On arrival, Colonel Taylor reported to HQ 12 Division and was directed to the Nissen huts of 101 POW Camp, set up south-west of the town overlooking the docks where his men finally had the chance to get their first meal for three days and a rest, before being set to work constructing roadblocks as part of Liddel Force, another composite unit manned by local AMPC units and the former patients of the BEF’s VD hospital. Their task was the defence of the coast road into Dieppe itself. For now, though, the Germans seemed content to stay north of the Somme.

By the time the Dukes reached Dieppe, the British Line of Communications forces were beginning to recover as best they could. Also cut off by the German advance and far to the east, the 51st Highland Division was attempting to rejoin them and facing a difficult task. The Division had been deployed in the Ligne de Contact before the Maginot Line at Waldweistroff when the German assault began there on 13 May. The Highlanders had fought well until a general withdrawal had been ordered on the 15th, and on 20 May they were removed from the command of the French Third Army and put in reserve as the first stage of the pre-agreed plan to return them to the main body of the BEF. By the 23rd, the concentration of the Division at Etain was complete, ready for the next stage of a move towards Paris, but before the troops could continue, new orders arrived sending them instead to Varennes, about 30 miles from Verdun. Contrary to the terms of the Anglo-French agreement and without consultation, the Highlanders had been redeployed to the French Second Army who wanted them as a reserve for the fighting around Sedan. Following the new orders, Major-General Fortune arrived at Varennes on 25 May, only to find that six battalions of his men had been sent, without his knowledge, to Rouen instead. Infuriated, Fortune was then informed that it was no longer possible for him to rejoin the BEF and that he and his men would now fall under the command of General Robert Altmayer’s Groupement A, an improvised force later to become the French Tenth Army. They were to be deployed along the line of the Somme and would be in position by 2 June.

As the Highlanders made their way across France, the wavering Gamelin had been replaced by General Maxime Weygand and a plan to counterattack was taking shape. Gort had already set in motion an attack to be launched near Arras to relieve the garrison there and to threaten the German flanks. As this attack went forward, it was hoped that the French V Corps under General Rene Altmayer (brother of the Tenth Army commander), would attack northwards to link up and cut the German lines. Gort, fearful of his army becoming encircled, refused to commit large numbers of his badly needed men and instead sent a force of two reserve divisions – in reality little more than two battalions by now – and 83 tanks. The attack was a success in that it caused the Germans to hold back their lightning advance, now seen as potentially overstretching the force and exposing vulnerable flanks, thus contributing to the infamous ‘stop order’ issued by Hitler that saved the 2/5th West Yorkshires on the 24/25th. The anticipated French attack, however, never materialised. The liaison officer sent to find Altmayer reported that the general, who:

… seemed tired out and thoroughly disheartened, wept silently on his bed. He told me his troops had buggered off. He was ready to accept the consequences of this refusal [to go to Arras] … but he could no longer continue to sacrifice the Army Corps of which he had already lost half.

Despite this, Weygand now proposed a similar scheme, but on a much grander scale. Eight British divisions, supported by the French First Army and Belgian cavalry, would spearhead the attack south to link up with the French armies below the Somme. Weygand spelled out his plan at a meeting at Ypres but Gort was not present. The only officer able to deal in detail with the joint plan was then killed in a traffic accident and the plan was doomed. With a command structure incapable of responding to the speed of the fighting, the collapse of the Belgian Army and the lack of support from his allies, Gort’s confidence in the command and fighting abilities of the latter disappeared. From the highest levels, it seemed, the French authorities had accepted defeat and the fall of France was now inevitable. Despite the British government’s orders to co-operate fully with the French, he decided that the time had come to use his discretionary powers and save the BEF by withdrawing to Dunkirk.

Many in the French High Command, keen to find a scapegoat for the failures of their own staff, chose to portray Gort’s decision to evacuate the BEF as betrayal by ‘perfidious Albion’ and to use it as a bargaining tool as Churchill came under increasing pressure to commit more of Britain’s last line of defence – the RAF’s fighter squadrons – to the battle immediately. French fighter losses had been heavy, but in reality delivery of new aircraft so exceeded their losses that by the end of the fighting, the French air force was actually larger than at the start. These aircraft, however, sat unused far to the south. The need to keep France in the war was urgent, but Churchill had to consider whether the French determination to seemingly defend their country only to the last Briton could be allowed to outweigh the needs of his own people. In France, Fortune and his men would now become the sacrificial gesture needed to prove to France and the world that Britain would support its allies to the end.

As German tanks reached Abbeville, the British 1st Armoured Division under Major-General Evans finally reached Cherbourg. Too late to reach the BEF, the leading elements of the division were rushed forward to Rouen, and on 23 May the Queen’s Bays, one of the three cavalry units forming 2nd Armoured Brigade, received an order to seize bridges across the Somme – ‘Immediate advance of whatever elements of your Division are ready is essential. Action at once may be decisive; tomorrow may be too late.’ Evans was aware of the risk of committing his forces piecemeal into an attack but had no way of contacting GHQ to question the order and no alternative chain of command except to contact Gort via London, a slow, unwieldy process. Pushed into the assault supported by troops supplied from the best battalions Beauman could offer, the Bays fought well but found themselves too thinly spread to achieve any real success.

General Georges decided to use the two British divisions to carry out Weygand’s doomed plan to force a link with the northern group and the BEF. Two armoured brigades – the 2nd comprising the Bays, 9th Queen’s Royal Lancers and 10th Royal Hussars and the 3rd comprising 2nd and 5th Royal Tank Regiment (the 3rd RTR having been diverted to support the defence of Calais) – were hastily formed up. The 2nd, on the right, would be under the command of the French 2nd Cavalry Division and the 3rd on the left under the French 5th Division. Evans argued with the French that his division was not equipped for assault, but for pursuit. He was ignored and on the morning of 27 May, the tanks began to roll forward. Although the Germans had been in position for a full week, no real reconnaissance had been carried out and the 10th Hussars, unable to communicate with the French gunners who had postponed their barrage for one hour, went forward unsupported into a sector supposedly held by lightly armed Germans only to find themselves shot to pieces by heavy and accurate anti-tank fire. Their tanks disabled, the Hussars pushed forward on foot armed with pistols and, in one case, just a crowbar.

To their right, the Bays were caught on an open slope by well concealed guns and lacked the smoke canisters that might have provided some cover. The brigade commander, seeing the hopelessness of the situation, held back the 9th Lancers in reserve. The 3rd Brigade made better progress and advanced towards Abbeville and St Valery-sur-Somme. Having lost eighteen tanks, their commander, Brigadier Crocker, tried to organise a co-ordinated assault with French infantry but the promised support again failed to materialise. The 1st Armoured’s attack ground to a halt with the loss of 65 of its tanks destroyed and another 55 broken down from the long and rushed move forward. It was out of action as a co-ordinated whole. General de Gaulle’s 4th Armoured Division now launched its attack – Weygand’s plan envisaged consecutive, never concurrent, attacks – and took over the assault with its heavier tanks now better aware of the enemy dispositions. Even this was not enough and the Division withdrew.

The disastrous failure of the counterattack at Abbeville was yet another indication of the problems facing the British. Twenty-four hours after the loss of contact with the BEF, word finally reached HQ L of C at Le Mans of the previous day’s events. In near panic, General de Fonblanque issued orders for the immediate removal of all guns north of the Seine and the destruction of any that could not be moved, much to the dismay of Brigadiers Beauman and Shilstone. From the start of the war, the British had been acutely aware of their shortage of weapons. Even before the German attack began, efforts were underway to locate Belgian arsenals with a view to recovering as many anti-aircraft guns as possible if it looked as though the country might be overrun. Perhaps it was with this in mind that the German success in isolating the BEF caused de Fonblanque to consider saving the guns as his top priority; but Brigadier Shilstone, commanding all anti-aircraft defences in the Northern District, chose not to comply, realising that it would leave the vital depots at Rouen and Le Havre completely defenceless in the face of a situation that was, as yet, uncertain. For now, it seemed that the Germans might be held along the line of the Somme, or the Bresle or, at worst, the Seine, but to do so meant developing a co-ordinated plan.

In Britain, General Ironside was made aware of de Fonbalnque’s orders on the evening of the 21st and countermanded them immediately but recognised the evidence of the chaotic conditions prevailing across the Channel. In an attempt to rectify matters, he called on Lieutenant-General Sir Henry Karslake, another victim of Hore-Belisha’s purge in the late 1930s and now in retirement at home. With orders to ‘Get out all you can without alarming the French,’ Karslake sailed the next day armed with a list of priority stores considered essential to Britain’s survival should France fall. The intention was that his arrival would relieve de Fonblanque of the operational management of the Lines of Communication and leave him ‘free to concentrate on the very big administrative problems which will arise’ but when word of the change reached de Fonblanque at 0110hrs on 23 May, he is said to have torn off his insignia in disgust and exclaimed that he might as well serve as a private. After this uncharacteristic outburst, he soon regained his composure and remained in France until sent home at the end of the campaign.

The priority now, Karslake thought, was to put together a scratch defence force to protect the most important depots so that the vital equipment could be removed and evacuated. This force could then also provide a defence line along the rivers to cover the withdrawal of advanced troops should a retreat be necessary. To that end he set about contacting General Georges – still in overall command of the British units – at the HQ of the French Northern Forces. He followed this with a meeting with Beauman at Rouen.

Beauman had already set about the task of establishing a defence force for the L of C, inevitably now called Beauforce. He had passed responsibility for the administrative tasks to his sub-area commanders and was preparing improvised units from infantry base depots and the AMPC. Ironically, these men, largely discounted by Gort and the BEF, were often experienced reservists and better trained than many of their front line compatriots. There was a large cadre of veterans of the First World War who had survived the great ‘Operation Michael’ offensive of 1918 that had almost pushed the BEF into the sea and morale was still high amongst such men. They also had confidence in their commander, who had first led a brigade at the age of 29 and had been one of the youngest generals in the British Army by 1918. He had hoped for better than the treatment he received after the war and, like Karslake, had been retired early. In the current situation he had been given carte blanche by de Fonblanque to do as he saw fit and he had seen in the situation a chance to shine and perhaps to resurrect his military career, so it was a guarded meeting when Karslake first arrived. Karslake, though, was sympathetic and the two men quickly established a good working relationship as Beauman explained his use of the forces available to him to throw a screen north and east of Rouen with its left flank at Dieppe. Karslake agreed and suggested that the screen should be organised on divisional lines.

Karslake also took the opportunity to meet with General Evans of the 1st Armoured and soon realised that the common problem was a sheer lack of information. Immediately he ordered the formation of motorcycle reconnaissance teams under the command of officers from the Royal Tank Regiment to find out exactly where British and French units were and, if possible, German locations too. Without a staff, he made do with the help of only a small number of officers on the ground but managed to complete a detailed report for Ironside by midday on Saturday the 25th. The officer entrusted with delivering this report was taken seriously ill during the flight to the UK so Karslake himself returned that evening, reaching the office of General Ironside at around 2100hrs. There, it was agreed that Beauforce would be formally restructured as a division and two experienced brigadiers recently returned from Norway with knowledge of German tactics would be sent out to work under Beauman as brigade commanders. Karslake, meanwhile, would be given the role of Corps Commander and assume control of all British forces still in France under one unified HQ.

Unfortunately, Ironside was in the process of handing over his post and taking up the command of all Home Forces from Monday 27 May. His replacement, Lieutenant-General Sir John Dill, had returned the day before from a visit to Gort in France and was, presumably, very much aware that the BEF had lost contact with the forces south of the Somme and that French command and control was disintegrating. After the Germans reached the Channel coast, over 140,000 British troops – a number roughly equivalent to that of the entire Allied landing force on D-Day four years later – had been left leaderless. Any communication with Gort had to be sent via London but if Gort had shown little interest in the Lines of Communication before, at least now he had an excuse to be preoccupied. The remaining men were on their own.

Clearly, Ironside’s decision to appoint a single commander to manage the British south of the Somme made sound sense, but for some reason some of the decisions made that evening were never ratified and chief among the orders that were never enacted when Dill took over was that giving Karslake any authority to assume command. Charitably, one might suggest that Dill chose not to follow this plan because he misunderstood the intention and thought it better that Karslake concentrate on the removal of stores rather than combat. Equally, it is possible that he decided to ignore it because he disliked Ironside and, by extension, any potential supporter of Ironside. There is even some evidence that he may have cancelled the order giving Karslake command in the knowledge that his own friend, General Sir Alan Brooke, would be part of the ‘Second BEF’ Churchill was already proposing should be raised and sent to Normandy. If Karslake had command there, Brooke could not be given it. Indeed, one of Brooke’s first actions on arriving in France with the new BEF four days before the final collapse was to order Karslake home – sending the man perhaps best placed to advise him on the situation away within two hours of arriving on French soil and without bothering with any handover briefing.

Whatever the truth, Dill’s decision to cancel Ironside’s orders left the British in France without any centralised command. To compound the problem, Dill then appointed Lieutenant General James Marshall-Cornwall to head No17 British Military Mission with orders to work with the French Army HQ to:

… see every order issued to the British troops, and to report at once to the CIGS if I considered that their survival would be imperilled unnecessarily … [Vice CIGS Lieutenant General Robert] Haining added that it was the Prime Minister’s intention that the British troops should continue to fight to the last extremity in order to give the French no excuse for abandoning the struggle.

Taking up his role on 29 May, he arrived in France on the 31st, completely unaware of Karlsake’s appointment and later complaining that Karslake’s actions in assuming command were ‘injudicious’.

The divisional structure for the Beauman Division had been put in place by 28 May and orders formally raising it were issued by the War Office on the 31st. It is a measure of the confusion Dill had brought with him that the same day he himself ordered its disbandment and the evacuation of its personnel. Karslake was prepared to lose the now redundant HQ 12 Division but was reluctant to see the Beauman Division go. Obliged to comply with Whitehall, he immediately went to General Georges to discuss arrangements. Georges was astonished at the request. Although under no illusions about its origins and weaknesses, Georges pointed out that quite apart from its value in holding its present line, its removal would sent a powerful signal to the French that the British were once again heading for home at the first opportunity. As a result of George’s intervention, Dill reluctantly backed down.

Formally constituted as the first British Army division named after its commander since the Napoleonic wars, Beauman Division consisted of ‘A’ Brigade, (formerly Beauforce) now under the command of Brigadier Green and comprising the 4th Buffs, 2/6th East Surreys, 4th Borders and 1/5th Sherwood Foresters; ‘B’ Brigade (formerly Vickforce) under Brigadier Kent-Lemon and formed around three ‘Provisional Battalions’ – the 1st, 2nd and 3rd but more usually known as ‘Merry’s’, ‘Davies’ and ‘Newcombs’ Rifles respectively. ‘C’ Brigade (formerly Digforce) under Lieutenant-Colonel Diggle was made up of three AMPC battalions – ‘P’, ‘Q’ and ‘R’. To this, he was able to add divisional troops from the three 46th Division battalions stranded south of the Somme and ‘Symes Battalion’. This last was to prove a highly effective example of improvisation, welding soldiers from over 30 different regiments into a single fighting force capable of proving a greater obstacle to the German advance than much of the BEF had managed to accomplish.

Against Beauman and Karslake’s rapid progress in reorganizing the L of C, thus far Dill had managed only to create a system in which General de Fonblanque was in command of the administration of the L of C with Brigadier (now acting Major-General) Beauman commanding the defensive screen and both were answerable to Karlsake who, in turn, answered to General Georges at French Northeastern Command HQ. General Evans, commanding the 1st Armoured Division, was meanwhile answerable to Gort’s GHQ but could only communicate after considerable delay via London as all lines connecting the BEF to the south had been cut and thus was at the mercy of any more senior officer to himself. General Fortune, whose 51st Highland Division were still under French command but working their way back to the British sector from Paris, was answerable to General Ihler of the French IXth Corps but also both Fortune and Ihler were directly under General Altmayer of the French Tenth Army. All were also required to take orders from Whitehall which could conflict with any orders from the French, but would be forced to argue their case whilst agreement between London and General Georges could be met.

In all this, Marshall-Cornwall’s role was ostensibly to act as a liaison officer at Altmayer’s HQ and to co-ordinate British and French efforts but his role owed more to diplomacy than generalship. He reports that he focused his attention on the 51st and 1st Armoured as the ‘only fighting formations’ still in France and dismissed ‘Beauman’s so-called division’ as simply misleading the French into believing it ‘had some fighting value’. This appears not to have simply been a military assessment but a highly personal matter. Beauman writes of having been denied promotion to Major-General because one of his rivals had learned that a member of the selection panel was keen on shooting and so had rented a game lodge where he entertained the panel member for a month. The rival was duly supported by the panel member and promoted. ‘Even if I had been prepared to sink to such tactics,’ Beauman wrote, ‘I could not have afforded them.’ In Marshall-Cornwall’s memoirs, he writes of having added his uncle’s name of Marshall in order to gain an inheritance. He was thus able to rent a mansion near Perth with ‘250 acres of good rough shooting, including a fringe of grouse moor.’ He also notes that this lasted for about two years before ‘I was promoted to the rank of Major-General at the age of 47. This was an early promotion in those days.’ Having gained his colonelcy in 1918 as a result of his staff work in the intelligence field, Marshall-Cornwall felt that this gave him seniority so it is little wonder that Beauman, who ended the war as one of the youngest Brigadier-Generals after leading the 69th Infantry Brigade of the 23rd Division during fighting in Italy and before that serving almost continuously as an infantry officer from the outbreak of war, felt that he had been cheated by a technicality – he had not been given sufficient seniority for substantive rank. Throughout his memoir, he refers to Marshall-Cornwall only as the ‘Senior British Officer’ whilst Marshall-Cornwall in turn manages just two passing references to Beauman and in his post campaign report is highly critical of Beauman’s willingness to allow his men to use their initiative. In particular, he notes that Beauman issued orders that his men would be:

… required to give the maximum resistance possible without getting encircled. Orders for your retirement are left to your discretion, but should not be given until the enemy is reasonably near or there is a definite danger of encirclement … This is a very different spirit from Haig’s order of 12 April, 1918: ‘Every position must be held to the last man … With our backs to the wall and, believing in the justice of our cause, each of us must fight to the end.’

Although quickly deciding that the French had lost control of the battle and describing a meeting with Altmayer and the French Commander in Chief Weygand marked by Weygand becoming ‘hysterical’ and ‘screaming’ that positions should be held to the last, with men fighting with their teeth if necessary, it seems odd that Marshall-Cornwall then goes on to criticise Beauman for not taking this same suicidal attitude, especially since he says he was there to avoid British troops being ‘imperilled unnecessarily’ and, in any case, did not regard Beauman’s men as fighting troops. His account is filled with similar apparent contradictions, stating for example, that the 51st Division was ‘not under my orders, but I felt that it was under my wing’ – an odd comment given that he had been sent specifically to guard its interests but perhaps one seemingly calculated to distance himself from the division’s eventual fate. Equally, he wrote to Evans that his own ‘personal feeling and advice to you’ was that Evans must be prepared to sacrifice some of his men ‘to bolster up the French’, even though this would involve Evans deploying his men in ‘an illegitimate role, but I feel this must be accepted.’

For their part, it seems that Generals Beauman, Fortune and Evans had little respect for Marshall-Cornwall or his abilities. Other than brief visits to the front as part of his staff officer duties, Marshall-Cornwall had no combat experience and had never commanded a formation in action. Beauman, for example, describes a ‘stormy interview’ at French Army HQ with Marshall-Cornwall:

This officer had during his service held a long series of staff and military attaché appointments. As a result his knowledge of the handling and management of troops was not based on much personal experience and he appeared to think that they could be moved about like chess pieces regardless of fatigue and the state of their equipment.

After threatening to report Beauman to the War Office, the matter was settled by General Altmayer, who ‘proved much more reasonable’. Marshall-Cornwall himself refers to an incident in which General Evans ‘explained to me forcibly’ that his tanks were in need of maintenance before they could undertake further action – although accepting Evans was ‘right to do so’. It is clear from both his own memoirs and from other accounts at the time that he could contribute little more than an extra level of confusion to the situation and was either powerless or unwilling to countermand French orders for fear of the potential impact on his career rather than his duties to the British troops whose fate he would determine. In his rather self-congratulatory memoirs, he dismisses Karslake as ‘the fifth wheel on the coach’ but, this being the case, he himself became the sixth wheel. What was really needed now was a driver, but that chance had been missed.

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