The Falaise Pocket

All the senior German commanders were fully aware of the futility of renewing the offensive toward Avranches and of the mortal danger facing Seventh Army and Panzer Group Eberbach. They were equally aware of the pointlessness, even personal danger, of suggesting retreat to the Führer. Von Kluge found a way out. With the unanimous backing of his army commanders, he persuaded a reluctant Hitler that a preliminary operation would be necessary before resuming the attack to the west. XV Corps, marching into the rear of the attack grouping, would have to be dealt with first, and a critical supply route (and, by the same token, withdrawal route) would have to be reopened. Hitler agreed and, on 11 August, ordered a counterstroke on a southeastward Carrouges–Le Mans axis. So fast did Haislip’s force advance, however, that von Kluge was compelled to change the axis to an easterly direction and to divert forces to stop the American drive at Argentan. The move to the assembly area was chaotic and slow (Eberbach’s HQ took six hours to move a mere 30 km [18 miles]), as routes were congested and littered with the wrecks left by air attack, fuel was in short supply, and organization and communications were breaking down. Then an enemy column overran the assembly area even as the concentration was getting under way. The panzer group had to transition to defense to sustain the southern shoulder of a closing trap.

The Germans had very little offensive capability left. Their command and control and logistic systems were in dire straits, and 1 SS, 2 SS, 10 SS, and 2 Panzer Divisions could muster a total of only seventy-three combat-ready tanks by 11 August. Of course, the C-in-C of Army Group B had not wanted to mount a counterstroke at all; he merely needed an excuse to disengage from the Mortain area and withdraw to the east, sure in the knowledge that events would overtake the whole notion of further offensive action. The Canadian offensive toward Falaise and XV Corps’ advance north from Alençon had begun forming an encirclement that was frighteningly familiar to many veterans of the Russo-German front. It was time to get out while that was still possible. Nonessential administrative elements were unofficially dispatched eastward. Plans were readied, based on experience gained in the USSR: more capable formations would hold the flanks of the pocket to protect the retreat; a corps HQ would divest itself of troops and devote itself full time to traffic control; and II SS Panzer Corps, with two divisions (actually, only two small, tired battle groups with twenty to twenty-five tanks between them), would assemble at Vimoutiers, outside the pocket, to counterattack and reopen an exit when the Allied jaws snapped shut. But Hitler still clung to the illusion that the counteroffensive could be resumed. He did not authorize withdrawal until the late afternoon of 16 August.22 By then, it ought to have been too late. The pocket was 56 km (35 miles) deep (i.e., west of the Dives) and 20 km (12 miles) wide at the neck (the Canadians having taken Falaise on 16 August). No major east-west road was left to the Germans. The retreat, taking place under conditions of acute logistic shortages and chaos, would have to be over hilly terrain and two rivers, with Allied artillery and fighter-bombers able to reach every nook and cranny of the shrinking pocket. But the Allies gave the Germans the one thing they needed to get significant elements out of the trap: time.

The Allies were not unaware of the German plight. Ultra, tactical SIGINT (Army Y), and air reconnaissance, supplemented by other sources, followed the abortive plans to renew the Avranches counteroffensive, the changing groupings and movements, and the Germans’ increasingly precarious logistic situation. During the period 12–15 August, all intelligence sources suggested that the enemy, understanding the threat of a double envelopment, had contemplated a counterattack against XV Corps to check the southern pincers. It became increasingly evident, however, that tank, fuel, and ammunition shortages and general confusion had forced the abandonment of this plan in favor of a counterpenetration. It was also apparent that, although tactical withdrawals were being carried out, the bulk of German combat power remained west of the Falaise-Argentan road, with a defense building up on either side of Argentan to protect the south side of the salient. Then, on the evening of 16 August, Ultra reported von Kluge’s morning request for permission for a general withdrawal, followed by Army Group B’s order to start such a withdrawal to the Orne that night and to the Dives the next. Late that night, Montgomery told the CIGS there was good reason to believe there were still six panzer and SS divisions inside the pocket (an assessment with which First Army’s intelligence concurred). There was, in short, still ample incentive on 16 August to make vigorous efforts to close the pocket along the Dives.

On both the northern and southern wings of the encirclement, a combination of delays, inadequate forces at the decisive place, and poor tactical handling, not to mention effective German reactions, prevented the effective sealing of the pocket before 20 August. Even so, Seventh and Fifth Panzer Armies were shattered. Constant air attack and artillery fire inflicted enormous and growing casualties. A partial count of equipment losses amounted to more than 300 tanks and SP guns, 200 light AFVs, 2,500 SSVs, and 300 guns.24 Of the approximately 100,000 men left in the pocket at the beginning of the withdrawal on 14 August, approximately 10,000 were killed and more than 40,000 were missing or captured. However, up to 40,000 escaped, as Ultra reported on 22 August. To that number must be added those units that had been withdrawn before the encirclement got under way and those outside the intended pocket. Intelligence estimated that there were 250 tanks and SP guns and 75,000 troops still west of the Seine (actually, there were about 115,000 men). These forces had to be destroyed before they could cross the river. If they were merely driven eastward, Allied logistic constraints (evident as early as 16 August) would soon limit and then halt further efforts and give the enemy the opportunity to rebuild his strength, using the escaped elements as cadres.

The Deep Encirclement

Even as the pincers were closing on the Falaise pocket, the minds of the Supreme Commander and the army group commanders were turning to post-Overlord campaigning. There was, however, unfinished business: the considerable enemy force still attempting to escape the Normandy catastrophe. On 19 August Montgomery met Bradley, Hodges, Dempsey, and Crerar to plan their destruction. US combat power was building up on the south side of the salient, with XV Corps already at Dreux and XIX Corps completing its concentration 15 to 30 km (9 to 18 miles) west of the town. Third Army had its XX and XII Corps halted in the Chartres-Orléans area. There was thus no prospect of a German breakout to the southeast through the Paris-Orléans gap on the most direct route to the Reich. That left only one exit, subject to interdiction by the AEAF: northeastward over the Seine between Vernon and the estuary. Late on 17 August, Ultra reported a list of ferry sites in operation in that sector.

The solution agreed on was a thrust down the west bank of the Seine for a second encirclement. To accomplish the task, Bradley offered transport to shift two Second Army divisions round US First Army via Avranches to its right flank. However, the necessary forces were already there, with two divisions of XV Corps at Mantes and XIX Corps’ three divisions in the area west of Dreux. The inter–army group boundary was temporarily redrawn to run north from Verneuil to west of Rouen to allow the two US corps to sweep north toward Elbeuf and cut off the fleeing enemy for 21 Army Group, advancing eastward, to crush him on an American anvil. Meanwhile, Third Army would advance to the east and seize bridgeheads over the Seine south of Paris, in addition to the one to the north at Mantes. These Seine bridgeheads would render the river useless to the Germans as an obstacle and provide a springboard for a 12 Army Group advance on Germany.

The conclusion of the Normandy campaign with the Allied drive to the Seine.

On 21 August Third Army duly resumed its eastward push against light opposition. By 25 August, XX Corps had advanced 90 to 120 km (55 to 75 miles), seizing three bridgeheads over the Seine 40 to 70 km (25 to 45 miles) upriver from Paris. XII Corps’ lead division went even further to take Troyes, 170 km (105 miles) from Orléans, 145 km (90 miles) southeast of Paris, and only 250 km (155 miles) from the Rhine. For all his spectacular seizure of ground, however, Patton had not lost sight of the original aim of operations—destruction of the enemy. On 23 August, with his forces rapidly closing on the river, the general proposed that XX and XII Corps turn north from their bridgeheads, together with XV Corps (already across at Mantes), and head north toward Beauvais to trap those Germans who had escaped over the Seine. Bradley rejected the idea in favor of a continued thrust to the east, despite a looming crisis in fuel supplies as the increasing distances between depots and the front stretched available transport resources.

Although the German forces attempting to retreat over the Seine were still numerous, their state of organization, equipment, and command and control was very weak (save for LXXXVI Corps on the coastal sector), and they had no prepared positions to fall back on to facilitate an organized withdrawal. Seventh Army was unable to prepare even an approximate strength return, and Fifth Panzer Army, apart from two infantry divisions recently arrived on the Seine from Fifteenth Army, produced only a partial one for I and II SS Panzer Corps on 21 August. This showed that the five panzer divisions remaining west of the Seine could muster only five understrength infantry battalions, about sixty tanks and twenty-six guns. This was the core of the organized rear guard covering the withdrawal over the Seine. First Army defending Paris and all the land east to the Rhône-Saône corridor was similarly lacking in combat power: it possessed two poorly trained, ill-equipped infantry divisions; shattered elements of three formations that had survived Normandy; some security units; and, arriving too late to defend the Seine line, two SS panzer “divisions” that were actually understrength infantry regiments without armor. Nor was there any relief from constant air attack. The Luftwaffe dispatched an extra 800 fighters to cover the retreat, but their largely novice pilots were no match for the Allies and did not affect Allied air supremacy; in a short time, about half of them were shot down, destroyed on the ground, or overrun on their airfields.

Starting on 20 August, 5 Armored Division of XV Corps advanced between the Eure and the Seine, reaching Louviers on 25 August. The corps’ other division, 79 Infantry, was left to hold the Mantes bridgehead. Its neighbor to the west, XIX Corps, advanced with an armored division and an infantry division up and a third initially refused to the left. The Americans advanced on a front of 45 km (30 miles), going down to 25 km (15 miles), and to a depth of approximately 35 to 50 km (20 to 30 miles) in five days to come up to Elbeuf and Louviers. Ten British and Canadian divisions were involved at one stage or another in a frontal pursuit from the Dives, over the Touques and Risle, to the Seine, advancing up to 80 km (50 miles) in five to ten days. There was an inevitable entangling of US formations establishing the stop line and Anglo-Canadian ones advancing from the west; however, generally good staff work and inter-Allied cooperation prior to and after the meeting enabled the Americans to withdraw south of the army group boundary and their allies to complete the clearing of the west bank and establish bridgeheads over the river before the month was out.


While First Army’s XIX Corps and newly acquired XV Corps were having another stab at cutting off the German retreat, this time on the Seine, its VII Corps and V Corps, pinched out by the elimination of the pocket, were reorganizing.26 They would now advance on the army’s right. The boundary with Third Army was redrawn on a line from Chartres to Melun, removing Paris from Third Army’s zone of advance and placing it in Hodges’s (specifically, in V Corps’). As an objective in its own right, Paris had not loomed large in SHAEF thinking; however, as the most significant communications hub in all of France, its possession would be essential to any push to the east. Eisenhower had initially intended to bypass the city and capture it through encirclement, without the need for costly street fighting or the earlier-than-inevitable diversion of the 4,000 tons of supplies per day the logisticians believed the food- and fuel-starved city would need. Accordingly, the FFI, recognized by the Allies as the official face of French resistance under SHAEF control, ordered the resistance in Paris to maintain a low profile and avoid provoking the Germans. This purely military calculation took no account of French political realities. The enduring truth that he who holds Paris controls France meant that both Gaullists and leftists were eager to claim credit for the capital’s liberation, and no faction would be content to play a passive role. By 19 August, encouraged by the approach of American forces, the disintegration of the Pétain government, and the feebleness of the German reaction to widespread strikes and defiance of authority, the city was in a state of insurrection. Lacking both the fighting power to crush the uprising and the stomach to implement Hitler’s order to reduce the city to ruins, the military commandant agreed to a rather ill-defined truce with the insurrectionists. This was due to expire at noon on 23 August.

De Gaulle had been lobbying for the early liberation of Paris, to be led by 2 French Armored Division. Leclerc, a fervent Gaullist, had been pressing the same demand with his unheeding corps and army commanders, refusing to allow his division to become decisively engaged with the enemy in the Falaise encirclement battle, whatever the orders issued by Gerow or Hodges. By 22 August, influenced by French political pressure and by the growing belief that the Germans would not contest the city, which was now believed to be largely in FFI hands, Eisenhower had changed his position on Paris. Leclerc was sent to liberate the city, reinforced by 4 Infantry Division, when, yet again, the French general ignored his corps commander’s orders as to axis. On 25 August Paris was surrendered to the provisional government of France, thus realizing de Gaulle’s ambition to preempt a communist seizure of power and to present a fait accompli to a somewhat unfriendly US government.

The Extent of the Disaster Suffered by Seventh and Fifth Panzer Armies

Allied air interdiction efforts combined with the long envelopment proved to be less decisive than hoped. On 21 August AEAF’s main effort was shifted from interdicting the Seine to attacking retreating forces north of the river and preventing the establishment of a defensive line on the Somme; Leigh-Mallory equated the destruction of the permanent bridges with the sealing of the barrier. The ground forces advanced with more circumspection than vigor and failed to close the crossing sites, even though significant numbers were still on the left bank. Montgomery did not seem unduly perturbed by these developments or by the failure of the ground forces to seal all escape routes over the river in good time. He had already decided, as he wrote to the CIGS on 18 August, that “all German formations that cross the Seine will be incapable of combat during the months to come.” All the same, suspecting that significant numbers of the enemy had managed to cross the river, Montgomery ordered an inquiry into the magnitude of the escape. The conclusion confirmed his suspicion: between the Dives and the Seine, about 240 tanks and SP guns, 250 light armored vehicles, 4,450 other vehicles, and 230 guns had been destroyed or abandoned; about 80,000 men had been killed or captured. But the inquiry also established that in the last twelve days of August, approximately 240,000 men, 28,000 vehicles, and 195 tanks and SP guns had managed to cross the Seine. Clearly, air action had not made the river an impassable barrier (a fact made obvious even before the retreat by the number of divisions from Fifteenth Army that had reinforced Seventh and Fifth Panzer Armies in July and August). A partially destroyed railway bridge in Rouen, three pontoon bridges, about sixty ferry and boat crossing sites, and many more small, improvised crossings had enabled considerable numbers to avoid death or capture. The bulk of those that escaped the trap did so over 26–27 August—that is, after First Army’s sweep north closed off 60 km (40 miles) of river but stopped at Elbeuf.

British and American works on Normandy are meticulous when dealing with Allied casualties during the campaign. From D-Day until the end of August, these totaled 209,672 among the land forces (about 60 percent of them American). They tend to be more cavalier about German figures. The commonly quoted total is 450,000 casualties (about 240,000 killed and wounded and 210,000 prisoners), statistics that probably originated in unreliable wartime estimates. A study based on a careful examination of the documentary evidence suggests that German losses actually amounted to 288,695 (including 198,616 missing), although this figure is for the whole of Oberbefehlshaber (High Command) West and includes well over 65,000 lost in the south of France and the retreat from the south and southwest. Given that as many as 640,000 Germans fought in Normandy, it is clear that substantial numbers were going to be available to reconstitute formations—given time.

Five severely mauled divisions had to be sent to Germany for rebuilding. The remnants of the other eleven infantry divisions provided only four improvised, underequipped divisional battle groups, and the eleven panzer and panzer grenadier divisions had only some five to ten tanks and one battery each.30 Both of the Normandy armies were, over the course of only four weeks, rendered combat-ineffective. Only the scratch First Army and the much-depleted Fifteenth Army remained to contest an Allied eastward march on Germany. It would take time to summon additional forces from other theatres (and none could be diverted from the eastern front, where even greater disasters had been engulfing the Wehrmacht). On the one hand, a window had been opened for a potentially decisive strategic exploitation. On the other hand, if it were not effectively utilized, the men who had escaped could form the core of rebuilt or fresh divisions. Most importantly, of the one army, seven corps, and twenty divisional HQs caught in the pocket, only one corps and three divisional HQs had been destroyed. The enemy had a substantial number of men almost immediately available in Germany—two shadow divisions (bodies of combat troops organized like divisions, but without logistic infrastructure), nine fortress battalions, and seventeen replacement battalions—but they were not an integrated force. There were also six parachute regiment equivalents, albeit without artillery or much antitank weaponry, in training in the Netherlands. The command and control elements that escaped from Normandy ensured that there would be experienced, efficient brains to direct the refitted formations and the new bodies that would be created, and some logistic and administrative structures to keep them going.


Army Level

The key decisions were made at the higher operational level, and army commanders operated with only limited freedom of action. Indeed, Bradley, and especially Montgomery, tended to exercise tight supervision and control, allowing little room for creativity. Dempsey, Crerar, and Hodges accepted this as right and proper. Patton, however, was inclined to interpret his orders as creatively as possible, exercise initiative, and exceed the goals set in his mission. It was fortunate for the Allies that the circumstances in which Patton’s army entered battle were so favorable to his aggressive, risk-taking style of command. That the German defense in Normandy unraveled so completely and, above all, so quickly was due largely to Patton’s energy and audacity, often in spite of the wishes of his more cautious superior.

Second British Army: Lieutenant General Dempsey. General Dempsey had spent the twelve weeks prior to Operation Bluecoat engaged in the thankless task of pinning the bulk of German combat power on the British sector of the front through an attritional struggle. Sandwiched between the newly activated First Canadian Army to the east and US First Army to the west, he had no maneuver room. He would have to create his own opportunities to carry out operational maneuver by breaking through the defense and then inserting exploitation forces through the gap. He failed to accomplish this up to and including Operation Goodwood, but he succeeded in Bluecoat. A rapid, skillful, covert regrouping of two-thirds of the attack grouping onto a quiet and weakly defended sector ensured surprise. Initially, this was fully exploited by O’Connor’s VIII Corps, which eschewed customary tactical caution at critical moments and thus achieved an early breakthrough. However, fear of overextension soon reasserted itself, and exploitation gave way to the consolidation of gains. Dempsey did not press O’Connor to take risks but concentrated instead on trying to coax a more energetic performance out of XXX Corps. The opportunity to turn Seventh Army’s withdrawal into a rout was lost.

From the fourth day of operations, Second Army slipped away from a maneuver-based approach aimed at dislocating the enemy, forcing him into an untenable position and back into attritional operations to grind him down. There were arguments in favor of this reversion to the familiar. The primary aim of the operation had been achieved; the Germans had been prevented from shifting II SS Panzer Corps to the west to stop the Cobra breakthrough. Methodical operations were believed to conserve the force, a major consideration for an army facing a manpower crisis (so acute that 59 Infantry Division was about to be broken up to provide replacements for other formations). And such operations were controllable and low risk, unlike an attempt at vigorous pursuit, which could lead to confusion, uncertainty, and exposure to damaging counterattacks that could weaken morale. It is, however, difficult to shake the suspicion that Dempsey’s Second Army was happy to get back into its comfort zone, despite the fact that the operational circumstances of early August had made bolder action both safer and more desirable. The Germans lacked the strength, the logistic support, and the ability to achieve even temporary and local air superiority to wrest the initiative back from the British while simultaneously attempting to stem the American breakthrough. The Allies knew this, thanks to their excellent operational-level intelligence.

Post-Bluecoat operations were not—indeed, could not be—characterized by the usual lengthy buildup to achieve strong concentrations on narrow sectors and by the expenditure of massive stocks of ammunition created over many days. Rather, following the expensive and therefore very short-lived Operation Grouse, there was pressure across the front by all three corps (until VIII Corps was pinched out by the shrinking of the pocket). However, by the middle of August, pressure had largely given way to merely following up the German withdrawal. Formations were, of course, grateful for the rest and the opportunity to refit. However, the British lack of aggressiveness meant that the German withdrawal was hardly discommoded. Enemy formations were not pinned to allow more time for the encirclement to be completed and to prevent enemy disengagement in the west to concentrate for a break-out to the east. Strong thrusts were not mounted into the German northern flank of the pocket to cut off and destroy individual retreating groupings. XII Corps, decreed the main effort after the failure of the Canadians’ Operation Totalize, was not strongly reinforced, and it advanced at a very deliberate pace (though, admittedly, the ground greatly favored the defense). The inevitable opportunities for the pursuer created by a chaotic retreat were not seized upon, such as when 11 Armored Division failed to prevent 10 SS Panzer’s crossing of the Orne during the night 17–18 August. The pursuit to the Seine following the elimination of the pocket was similarly unthreatening to an even weaker enemy; the Germans were pushed toward US First Army’s anvil but not hammered on it. In short, there was a persistent failure to capitalize on the enemy’s weaknesses and conduct the vigorous pursuit that turns battle success into campaign victory. However, Dempsey did look ahead to post-Normandy operations and ensured that they could start as soon as his commander desired. He planned to seize bridgeheads over the major obstacle (the Seine) through forced crossings from the line of march, thus avoiding the delay that would have attended a more deliberate approach.

Dempsey was plainly right to reject Bradley’s rather extraordinary offer to ferry two British divisions round US First Army to complete the wide encirclement on the Seine. The scheme (presumably designed to free all American forces for an immediate march eastward on Germany) would have been disruptive, logistically impractical, inadequate in strength, and, above all, too tardy in execution to catch many of the enemy. Altogether more sensible was the general agreement on a temporary boundary change to allow a XIX and XV Corps attack between the Eure and the Seine, across the line of the British advance. Second Army’s HQ worked well with US First Army to deconflict the two armies advancing on converging axes. (Of course, there would have been no problem to solve if the US thrust had been directed up the east bank of the Seine.) Dempsey’s incautious (and possibly misquoted) remarks about being delayed by American slowness in clearing his line of march were unfair and out of character; he was normally the soul of tact. Montgomery, demonstrating a sensitivity that was often lacking in his own dealings with the Americans, smoothed over the affair, and no lasting harm was done to Dempsey’s relations with his allies. It did, however, illustrate the level of dislike, even hostility and distrust, that was increasingly infecting Anglo-American relations, to the detriment of sound decision making.

In late August the much weakened, disorganized, and logistically starved enemy was in the most vulnerable state imaginable, but Second Army appeared happy to leave his destruction largely to the Allied air forces and other armies. This assertion presupposes, of course, that Second Army was capable of acting in any other way. It was well trained to conduct the set-piece battles on which doctrine placed so much emphasis, and it had acquired much practical experience in putting that training to good use. However, in its long working-up period in Britain prior to the invasion, it had not been prepared for maneuver warfare and pursuit—certainly not at the formation level. For the most part, commanders, staffs, and formations were used to relying on massive, sometimes unnecessary and logistically unsound use of firepower and very deliberate, overly cautious tactics. Unlike the Germans, they lacked sufficient relevant training and experience to conduct fluid battles, and neither HQs nor their commands displayed the agility demonstrated time and again by the Wehrmacht. Awareness of this disparity in capabilities reinforced the British inclination toward caution. This was unfortunate, for by mid-August, caution was no longer an appropriate response to developments. When the enemy is badly damaged, unbalanced, in logistic difficulties, under great psychological pressure, and forced into increasingly belated and therefore ineffectual improvisations, that is the time when ruthless exploitation of the initiative and risk taking pay the greatest dividends. It is the time when the main concern should be not what can the enemy do to us but what can we do to him. In August, Second Army seemed unable to rise to the occasion. It had not yet become the somewhat more versatile and agile force that would fight the post-Normandy campaigns.

It seems that Dempsey did not encourage, or display himself, the boldness and ruthlessness that characterize an effective pursuit—either that, or he was restrained from doing so by Montgomery. Powerful influences undoubtedly constrained him, including an instinctive reaction to the prospect of casualties and knowledge that the British component of the AEF was reaching the bottom of the manpower barrel. But the real reason was his very British desire for a tidy battlefield, along with the concomitant impulse to exercise tight control through detailed, prescriptive orders and close supervision of subordinates. This was the very antithesis of the mission command style that brought such great victories to other very mobile, armor-heavy armies enjoying unlimited air support.


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