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Chapter 6: The Counter-Attack At Arras, 21st May, 1940

Before completing the story of what was happening at the higher level it will be best to record the fighting which took place on May the 21st.

There was at the time, and there still is, some confusion of ideas about what is commonly known as the British ‘counter-attack’ at Arras.

Lord Gort’s original intention, the role of Frankforce as set out in an order given to General Franklyn early on May the 20th, was to ‘support the garrison in Arras and to block the roads south of Arras, thus cutting off the German communications [via Arras] from the east’. He was ‘to occupy the line of the Scarpe on the east of Arras’ and establish touch ‘by patrols’ with the French.(1) Nothing was said about a counter-attack or any larger objective, nor was there any suggestion that the French would be associated in the operation.

After this order had been issued Sir Edmund Ironside arrived at Lord Gort’s Command Post with the Cabinet’s Order A (page 83). Lord Gort explained the situation and convinced the C.I.G.S. that while it was clear that the gap must be closed if disaster were to be avoided this must depend chiefly on the French.(2) Already his only two available divisions had been ordered to operate south of Arras on the following day; all other divisions were already committed on the main front.

Sir Edmund Ironside and General Pownall then went to see General Billotte at his headquarters in Lens. They urged the importance of an immediate attempt to close the gap and hold of the action being taken by the two British divisions on the 21st. General Billotte agreed that the French would attack with two divisions towards Cambrai on the same day: they would concert plans with General Franklyn.(3)

Imperceptibly General Franklyn’s operation now began to be thought of at Lord Gort’s Command Post as a preliminary move in the projected attempt to close the gap,(4) but no fresh orders were issued to General Franklyn, who was not told that his operation was now regarded as related to a bigger counter-attack in which the French were involved.

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Meanwhile, General Franklyn visited General Prioux, commanding the French Cavalry Corps, whose patrols were on the Scarpe. He found the General in conference with General Blanchard (First Army), General Altmayer (V Corps); while he was there General Billotte came in for a time. The French general were discussing the ‘project’ of a counter-attack southwards, directed in the first phase towards Bapaume and Cambrai; they asked if General Franklyn could cooperate by attacking towards Bapaume on the following day (21st). General Franklyn explained that he could not undertake more than the operation which he had already been ordered to carry out. For this operation he proposed to General Prioux that Frankforce should ‘occupy the line of Scarpe on the east of Arras’ and be responsible for its defence between Arras and Biache, and that the French cavalry, on being relieved, should move to the west of Arras and watch that flank. General Prioux offered to do more; he would arrange for part of a mechanised cavalry division to operate on the outer flank of the British force in their action on the 21st.(5) This promise of French cooperation was duly honoured when the time came.

Later in the day the French found that they could not launch their attack towards Cambrai before the 22nd, and they informed General Franklyn of their decision during the night.(6) When this was learned at Lord Gort’s headquarters, where by now the separate British and French operations were thought of as related parts in the first stage of a bigger counter-attack southwards, it was felt that a French undertaking to cooperation with Frankforce on the 21st had been unfulfilled. But General Franklyn had no such feeling.(7) His plans were unaffected for the operation he had been ordered to carry out did not depend on any further French collaboration than he was being given by General Prioux.

The fact that ‘the British counter-attack at Arras’ was not planned as a ‘counter-attack’ but as a large-scale mopping-up operation designed to support the garrison of Arras in blocking German communications from the east, explains why the major part of the two divisions was used to strengthen the defence of Arras on the Scarpe and only a minor part was directly employed to clear the surrounding country to the south. What is less clear is why the German forces in the area were so badly underestimated. In two Frankforce orders which General Franklyn issued on the morning of the 21st it was said that an enemy column of light and heavy tanks had attacked Arras on the 20th; enemy tanks had been seen west of Arras between the Arras–Doullens road and the Arras–St Pol road (that is between our troops and the ‘start-line’ set for the operation on the 21st); tanks had also been seen passing through Avesnes and approaching St Pol; and strong columns of infantry with tanks; had been seen leaving

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Cambrai by the road to Arras on the evening of the 20th–that is, moving towards the area into which the operation on the 21st was directed.(8) A later Frankforce order said that at 10.20 on that morning (the 21st) concentrations of enemy lorries and tanks were reported on the Arras–St Pol road (which is well to the north of the ordered start-line); a column of enemy motor transport was also reported moving north-west from Doullens. Notwithstanding the fact that all this information was given in Frankforce operation orders, the operation order of the 151st Brigade, which was the 1st Army Tank Brigade was to carry out the mopping-up operations, says that infantry and tanks were ‘known to be operating south and south-west of Arras’, but ‘in numbers no believed to be great’.(9)

The British ‘counter-attack’ at Arras is frequently referred to as having been made by the 1st Army Tank Brigade and two infantry divisions, but a much smaller force was actually engaged in the opening fighting on May the 21st. In the first place, the selected divisions—the 5th and the 50th—had each at this time only two infantry brigades instead of the usual three. Of these, the 5th Division sent one brigade (the 13th) to relieve the 23rd Division and the French cavalry on the Scarpe in order that the latter might be freed to take part in the action.(10) Its other brigade (the 17th) was to be held in reserve till the first phase of the operation had been completed. Only the 50th Division was to be used in the opening phase. Of this division one brigade (the 150th) was sent to strengthen the Arras garrison and to hold the Scarpe immediately to the east of the town. Thus at the beginning of the operation only the 50th Division’s second brigade (the 151st) was employed in the clearing-up action, and of this brigade’s three infantry battalions one was kept back in support of the attacking troops. The attacking infantry on May the 21st were thus not two divisions but two battalions. In the second place, the 1st Army Tank Brigade had covered very long tank distances by road with few opportunities for maintenance and it was by now much reduced in strength through mechanical breakdown. Fifty-eight Mark I and sixteen Mark II tanks were all it could muster that day, and many of them were in urgent need of thorough overhaul.(11) (The Mark I tank was the first infantry tank—very slow and, though protected by heavy armour, equipped with only one 7.9-mm. machine gun. The Mark II was a much bigger heavy infantry tank with one 2-pounder gun and one 7.9-mm machine gun.) To the attacking force was added artillery and a motor-cycle battalion.

It will be remembered that on the night of the 19th the 70th Brigade of the 23rd Division had been ordered to occupy the line of the Arras–Doullens road to Saulty. General Franklyn may have had this in mind when he fixed that road as the start-line for the planned operation. News of the calamity which overtook the 70th Brigade en

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route may have not reached him, and though the 12th Lancers, scouting on the west of Arras, reported the approach of the enemy, it may not have been realised that the latter were already far beyond the Doullens road. Be that as it may, the fact remains that the right flank of the forces engaged in the operation fought its way forward for several miles and ye the infantry never reached the ‘start-line’.

It seems clear that the enemy forces in the area were much under-estimated, for Major-General G. le Q. Martel, who had been given command of the attacking troops, was issued more detailed orders for the first phase of the operation requiring him to ‘clear and capture the area south of the River Scarpe from inclusive southern outskirts of Arras including Pelves and Monchy (about five miles to the west), thence line of Cojeul river as far as road Arras–Bapaume’.(12) It would have needed a much bigger force to clear and capture and to mop up any enemy met in an area which covered over forty squadron miles.

In the first phase a composite forces starting from the west of the town was to sweep round to the Cojeul river. In the second phase the 13th Brigade of the 5th Division was to follow this up by advancing south from its river-front position on the east of Arras to join up with troops of the 151st Brigade employed in the first phase.

General Martel planned the opening operation as an advance by two mobile columns, each to consist of a tank battalion, an infantry battalion from the 151st Brigade, a battery of field artillery, a battery of anti-tank guns, with a company of motor-cyclists for reconnaissance. The following troops were detailed:

Right Column

7th Royal Tank Regiment

8th Durham Light Infantry

365th Battery, 92nd Field Regiment, RA

260th Battery, 65th Anti-Tank Regiment, RA

One platoon 151st Brigade Anti-Tank Company

One scout platoon 4th Royal Northumberland Fusiliers (Motor-cycle)

Left Column

4th Royal Tank Regiment

6th Durham Light Infantry

368th Battery, 92nd Field Regiment, RA

206th Battery, 52nd Anti-Tank Regiment, RA

One platoon, 151st Brigade Anti-Tank Company

One company and one scout platoon, 4th Royal Northumberland Fusiliers (Motor-cycle)(13)

They were to cross the Arras–Doullens road at two o’clock in the afternoon. The infantry had an eight-mile march to reach their forming-up places; there was much congestion and refugee traffic on

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the roads leading north from Arras and some of the troops were late in arriving. There was little time to study orders and none for reconnaissance.

Maroeuil was being shelled when the right-hand column moved off at half past two, and rifle fire was coming from a nearby wood. They had to fight Duisans and French tanks moving forward on the right reported enemy tanks advancing further west—these were part of the German 7th Armoured Division (25th Armoured Regiment).(14) Two companies of the 8th Durham Light Infantry and two troops of the 260th Anti-Tank Battery were left to hold Duisans and to deal with the prisoners captured, and the column pushed on towards Walrus. Here again the enemy was found in possession, but the village was cleared and some prisoners taken. Berneville was then captured and an advanced guard of the 8th Durham Light Infantry with some of the 7th Royal Tank Regiment pushed on towards the Doullens road.(15) But here they met the leading units of the German 7th Infantry Regiment and troops of their S.S. ‘T’ (Totenkopf) Division which had been concentrating in the area on the previous night and were now resuming their advance.(16) They were pinned down by heavy machine-gun and mortar fire, while enemy aircraft made a twenty-minute attack on the main body. Having lost heavily, the advanced guard withdrew to Walrus. Enemy tanks then attacked both Walrus and Duisans, and though they were held off they established themselves astride the road between the two villages. Our right column could do no more.

The left column also had fighting all the way, with both tanks and infantry. They had occupied in turn Dainville, Achicourt, Agny and Beaurains, and a small advanced party had reached Wancourt. But they were too weak a force to hold all the ground they had covered against the far larger forces which the enemy had in the area. The infantry held Agny and Beaurains while the 4th Royal Tank Regiment fought off the German armour and occupied ground south of Beaurains.(17) They had fought the German 6th Infantry Regiment(18) (the right flank of the 7th Armoured Division) all afternoon, and they had heavy losses in both men and tanks. Like the right column the left had shot its bolt, and there were no fresh troops to follow up their success, or even to make good the ground won. As the evening closed, both columns were ordered to withdraw. Some elements of the French cavalry, acting under French orders, remained in the positions they had reached in the Warlus area, but in the night they were surrounded and only a few tanks succeeded in breaking out.

The infantry of the right column who held Warlus were only extricated with the help of six French tanks which arrived in the nick of time with two armoured troop-carriers. In these they broke through

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the German hold on the Warlus–Duisans road, while the troops who had held Duisans withdrew after darkness had fallen, with the help of the carriers of the 9th Durham Light Infantry and anti-tank guns of the brigade reserve at Maroeuil. The infantry of the left column were heavily bombed from the air in Beaurains and Agny, and were attacked by German tanks when they moved out. Most of them got away, but one party missed their road and eventually reached Boulogne!

In so short an account of a day’s confused fighting, it is impossible to conjure up the picture of what it meant to the men of the Royal Tank Regiment and the infantry and gunners who attacked together for the first time in the war. All fought with courage and enterprise, and in such open and dispersed actions there was abundant need of personal initiative and self-reliance. Among the reports made subsequently by those who took part is one from a subaltern of the Royal Tank Regiment which lifts a corner of the veil of anonymity which must cover actions described so briefly.

Secret 24.5.50

Report on engagement with German forces west and south-west of Arras on 21st May 1940.

To: Officer Commanding,

7th Royal Tank Regiment.

Sir,—Concerning the above engagement I have the honour to make the following report.

On 21st May, at approx. 1145 hours, I left Petit Vimy in B Coy light tank ‘Guinivere’, TB476, as reconnaissance element of B Coy Mk I force under Captain M. W. Fisher.

While proceeding along the road Neuville–Maroeuil, anti-tank shells from our left struck the road about ten to twenty yards ahead. It was impossible to discover the guns, so I went on to a position of shelter and reported by radio. No reply was obtained.

About twenty or thirty minutes later I observed a force, about a company strong, of tanks to the west of Dainville, about one mile away. These machines may have been French, but retired when we turned to approach them.

The level-crossing near Dainville was closed, so I was compelled to break through it, and proceeded about half a mile at high speed. Seeing two men attempting to hide in a cornfield I pursued them and opened fire with the 303 Vickers. One man—an NCO in German uniform—surrendered and the other was apparently killed. In put the prisoner in the rear of the tank, covering him with my revolver while we went down the road. Three wrecked motor-cars were passed and one dead civilian. A mile further on we ran into a village occupied by German forces who opened fire with rifles. I turned round and came back to report to Captain Fisher. I continued

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into Dainville and handed over the prisoner to captain of the Durham Light Infantry for conveyance to Provost personnel …

I then followed two Mk II tanks of 6 sec. B Coy intending to pass them and catch up with the Mk I vehicles. Odd groups of the enemy were seen and engaged, but near a main road west of Achicourt (½–1 mile) we came under anti-tank fire and sustained three direct hits. The effect was that of hitting a large stone at speed, and the track on the right-hand side was seen a yard or two in front of the tank. Two more shots followed, and then the guns were silenced by our fire, and that of the I tanks, which went on without seeing us.

We were subjected to intense rifle fire for some minutes, and then left alone, apparently in the belief that we were killed. After five or ten minutes about thirty to fifty Germans were congregated in groups on the road and to the right of us. We estimated the range of each group, and then opened fire. Many of the enemy fell, but some doubtless were unhurt. Later an abandoned anti-tank gun, about 800 yards to our right front, was re-manned, but was seen to be deserted after we fired upon it.

In the intervals of firing we attempted to report by radio, but could obtain no reply, although the receiver was working and radiation was shown on the ammeter. The aerial had been damaged by rifle bullets.

Soon afterwards more tanks appeared, both Mk I and Mk II, and the firing died down. Infantry also appeared.

I then got out to inspect the damage. About five track plates and pins were damaged, there was a hole about two inches in diameter in the right-hand sprocket which had two teeth missing, and radiator ,which could not be opened, was leaking. The engine would run, but smelt strongly of burning. I mad several attempts to get more track plates while my crew, Troopers Tansley and Mackay M., worked at the tank often under fairly heavy shell fire. At times this was so severe that work had to be suspended. Enemy aircraft also caused interference.

During this time it was reported to me that Sgt Temple’s tank (Mk II) was out of action in front of us and the sergeant was believed killed. As soon as the shelling and rifle fire permitted I went out with an RAMC officer, and found the tank with its right track off and Sgt Temple and another man, who was unrecognisable by me, dead outside the tank. The tank was abandoned with a bomb inside it, which duly exploded.

At dusk most of the infantry had withdrawn and since it was obvious that a counter-attack was coming and that in the dark I could do no useful work against it I prepared to abandon the tank. I set fire to three German motor-cycles (one a combination from which I removed a map, later given to Captain Holden) and the three anti-tank guns. These were nearly all metal so did not burn well. They appeared similar to a very large Boys rifle in mechanism, firing a shell of about ¾ to 1 lb. judging from the empty cases.

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All moveable kit, including guns, wireless, pyrenes, etc., was piled on an abandoned Bren carrier which we managed to start, and when it was obvious no help was coming, the tank was fired. It was soon blazing fiercely.

Being informed that Neuville-Vitasse was in enemy hands I rallied with Major Fernie of the 4th Bn outside Achicourt.

The German counter-attack was launched as soon as darkness was complete. Hot machine-gun fire was opened and a heavy tank (possibly a captured one of French design) came down the road from Neuville, firing its gun at random … I followed in the carrier, which however broke down and had to be abandoned. This too was set on fire, but I have reason to believe did not burn.

I had now with me Trooper Nichol, driver of Lieut. Nugent’s tank. His tank, like another Mk II I saw, had caught fire and the crew had separated.

An infantry made up my party to five, so securing two Bren guns, and a water bottle and rations each, we made our way into the country, halting at a ruined aerodrome about 0230 hours on the 22nd.

One the following morning I led my party to five, so securing two Bren guns, and a water bottle and rations each, we made our way into the country, halting at a ruined aerodrome about 0230 hours on the 22nd.

On the following morning I led my party into Arras. We reported to Area Headquarters and were later sent back to Vimy.

I have the honour to be, sir,

Your obedient servant,


It is but one soldier’s account of how he did his duty on this one day. As such it must stand for the many others who made no report.

The general aim of this action was to ease the enemy’s pressure on Arras and to delay his encircling movement round the rear of the British Expeditionary Force; the immediate objective of its first phase was to clear of enemy forces the ground between Arras and the Cojeul river. In its general purpose the action had a considerable measure of success. Busy defending himself, the enemy could make no concerted attack on Arras that day, and so vigorous was the British action that Rommel’s situation maps show our attack as coming from five British divisions round Arras.(2) Moreover, as will be seen, it delayed the advance of all the leading German divisions.

On the other hand, its immediate object was bound to fail unless the initial penetrations of the attacking columns could be followed up by a force that was strong enough to occupy and hold so wide a stretch of country. Yet even in its immediate purpose it may be counted at least a limited success. For it destroyed many of the enemy’s men and vehicles and took many prisoners of war. The day’s entry in the War Diary of the German 7th Armoured Division admits to have lost, that day, nine medium and several light tanks; and in personnel, 378 killed, wounded and missing.(21) Either the diary understated the missing, which are given as 173, or a considerable

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number of our prisoners must have come from other German divisions which were involved, for nearly 400 prisoners were taken during the attack. If the German killed and wounded are similarly understated in Rommel’s War Diary, the true sum of the damage inflicted on the enemy was substantial.

That night the tanks of the German 7th Armoured Division harboured to the south of Dainville. Some of their infantry were near the south bank of the Scarpe, but none were across the river, and the remainder spent the night in the Berneville area.(22) The plan of the German Army Group Commander had been serious interfered with. Originally he had intended to give the armoured divisions a day’s rest after their spectacular advance on May the 20th, and early in the day the forward divisions did not know whether, having reached the coast, they were to turn north towards the Channel ports or south towards Paris and the heart of France. But by the middle of the morning Rundstedt ordered them to swing to the north for the encirclement of the Allied northern armies. With this in view, the 5th and 7th Armoured Divisions, trying to take Arras, were to be relieved of that ask by the 20th Motorised Division and the 11th Motorised Brigade with the 12th Infantry Division supporting them. The 5th and 7th Armoured Divisions were to move round to the west of Arras and cross to the north of the Scarpe. The S.S. Totenkopf Division was to follow suit on the left of the 7th and the German line of battle was to be continued westwards by the 6th and 8th Armoured Divisions who were to take station along the road to St Pol and farther westwards.(23)

Then came new of the British ‘counter-attack’. To Rommel it seemed an attack by ‘very strong enemy tank forces’, a ‘very heavy battle against hundreds of enemy tanks and following infantry’. The 1st Battalion of the 6th Infantry Regiment’, he says in the War Dairy, suffered particularly heavy casualties … Our own anti-tank guns were not effective enough even at close range against the heavy British tanks. The defensive front they [that is, the 6th Infantry Regiment] had formed was penetrated by the enemy, the guns destroyed by fire or over-run and their crews mostly annihilated.’ He claims that the attack was finally wrecked by ‘defensive fire, particularly of all troops of the 78th Artillery Regiment, the 86th Light Anti-Aircraft Battery … the 3rd Troop of the 59th Anti-Aircraft Regiment … an 8.8-cm troop of the 23rd Anti-Aircraft Regiment and parts of the 42nd Anti-Tank Battalion’.1(24) Indeed, nothing is more striking in his situation maps for that day than the artillery shown in position, deployed well up with advance formations. Our troops met a gun-line which stretched to the west from Wailly, and there was much in Rommel’s claim that this was decisive factor in

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the battle. No comparable support could be provided by the artillery with our own attacking formations.

If our offensive made such an impression on Rommel’s mind, it is not surprising that its results were felt farther afield. The original orders of the 6th Armoured Division to move into position for the resumption of the advance to the north were superseded. Instead, they were ordered to take up defensive positions west of Arras, which can be identified on the situation map following page 101. Only after the day’s operations were broken off were the majority of their units regrouped on the St Pol road ready to start northwards on the 22nd, and even then a strong column was retained on the Arras–Doullens road as a flank guard against the renewal of our attack.(25) There were other modifications of the orders to the 8th, 1st and 2nd Armoured Divisions, and when XIX Corps started advancing northwards ‘strong elements [which included the 1st and 2nd Armoured Divisions] had to be left in the bridgeheads and the need for these was felt very much, during th later attack on Boulogne’.2 And the XIX Corps Diary records that the British counter-attack had ‘apparently created nervousness throughout the entire [Kleist] Group area’.(26)

Our own casualties were heavy, as casualties are bound to be when a small force attacks a stronger. Inexperience in the joint use of tanks and infantry no doubt increased them, for there had been no opportunity for careful preparation, and there were time during the action when tanks and infantry were out of touch. The enemy’s smaller guns were ineffective against our tanks but lighter vehicles and infantry suffered much from the forward deployment of their artillery. Both commanding officers of our tank battalions were killed because the light tanks they used were vulnerable to German anti-tank guns. The Northumberland Fusiliers records that their wireless communications worked perfectly all day, but the tank battalions who had had insufficient time for recharging and ‘netting’, found their ‘practically useless’ and had to rely on liaison officers to convey orders, an expensive and inadequate substitute for the continuous contact which wireless makes possible.

During the day the 150th Brigade made a raid across the Scarpe and discomfited the enemy they encountered: and the 13th Brigade of the 5th Division established a bridgehead further east in penetration for the second phase of the operation. But when General Franklyn realised that the ground taken on the first day could not be held and that the enemy was continuing to work round his right flank in considerable strength, he decided that the operation must be abandoned in order to stave off the threatened envelopment of Arras and his whole force.(27)

On the other hand the German High Command issued an order

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to Army Group B stating that ‘the question of an attack by Army Group A in a northerly direction will only arise when the infantry divisions have gained possession of the high ground north-west of Arras’3(28) and stressing the importance of an attack by Army Group B against the southern wing of our main Escaut front, the other jaw of a pincer movement.

The close and effective collaboration between German land and air forces which marked the whole campaign was very clearly exemplified on this day. As noted above, when the former found our attacking troops difficult to hold at Berneville, Beaurains and Agny they called on the Luftwaffe for help, and bombing attacks on these places were delivered just where and when they were needed.

It was very different on the British side. There was no air formation in France on which General Franklyn could call for help at short notice in support of our troops in action. Targets for the Blenheim attacks in this area during the day were selected, no in France but by the Air Ministry in consultation with the War Office, for by now rapid communication with commanders in the field was impossible. Fifty-seven Blenheims of No. 2 Group, stationed in England, were employed in four separate attacks based on the results of reconnaissance sorties also flown from England.(29) The targets reported (mostly between Arras and the coast) could seldom by identified by the time the Blenheims reached the area, but enemy columns were bombed—when they could be distinguished from refugee traffic crawling away from the German advance. And even in the matter of reconnaissance the limited value of intermittent reports to the Air Ministry was clearly shown on this day by the fact that General Franklyn received no indication of the fact that six armoured divisions were moving that morning through the country south of Arras where the British force was directed to operate. From 7.30 in the morning a number of reconnaissance sorties had been flown over the area, yet an early report that infantry in open order were moving across the Arras–Cambrai road seems to have been the only air report of enemy movement in the counter-attack zone.

A new ‘Back Component’ was forming in Kent from the returned squadrons of the Air Component and the organisation of air reconnaissance was being made their task.(30)

Air Vice-Marshal C. H. B. Blount, commanding the Air Component of the British Expeditionary Force, had now only one squadron and one flight of Lysanders left in France; the rest of the Air Component was in England. Moreover, he was now effectively cut off from the commander of the British Air Forces in France though nominally still under his command.

Air Marshal Barratt’s only effective control was now over the

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Advanced Air Striking Force of three fighter squadrons and six bomber squadrons, stationed well south of the German breakthrough. Control of the bomber squadrons stationed in England was being exercised by the Air Ministry without reference to him, as was mentioned above in describing the day’s bombing operations. For rest, Bomber, Fighter and Coastal Commands all operated under the Air Ministry in England. When by May the 24th these moves were completed the locations of the Back Component and the Advance Air Striking Force would be as shown on the adjoining sketch map.

As the fighting drew daily nearer to the coast, there were obvious advantages in thus concentrating our air forces in England, where their bases were in less immediate danger and provision for servicing was far better than it could now be in France. Damaged machine which would have become useless there could be repaired and made serviceable again. This alone was an important consideration as one example will show. The Hurricanes of the Air Component when ordered home (including sixty-nine replacements) had mustered in all 261 aircraft. Seventy-four of these were recorded as shot down in combat; of the rest a considerable number would normally have been repairable, but in the circumstances prevailing in France 121 damaged in battle became complete losses. Only sixty-six flew back to England.(31)

But there were counterbalancing disadvantages at a time when it was urgently desirable to make the power of the air arm felt on the field of battle. The Allied armies in the north were almost surrounded and in dire peril. Attacked on all sides and from the air, they asked that the Royal Air Force should devote all its strength in an effort to hold the enemy.

Belgium also appealed for help in the north. Lord Gort seconded her requests and Air Marshal Barratt support with all his power appeals from the French which grew daily more urgent.(32) But the close collaboration which all commanders in France sought to obtain was hardly possible under existing arrangements. The Air Ministry in England could not possibly satisfy all or delivery attacks ‘just where and when they were needed’. With all, or nearly all, of the Royal Air Force now based in England, they could indeed only plan operations with a broad overall view of reported needs. To that end they could maintain long-distance touch with Lord Gort in the north and Air Marshal Barratt in the south, and, through the mission at French and Belgian Headquarters, with Allied Commands. They could combine their intelligence with that of the War Office and agree on a general plan of operations. But they could not do all this so quickly that operations could be related to the swift movements of the enemy, they could not ensure a sensitive reaction to increased danger at a threatened point. The Royal Air Force at this date was neither

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Locations of Back Component 
and Advanced Air Striking Force, 24th May, 1940

Locations of Back Component and Advanced Air Striking Force, 24th May, 1940

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organised nor equipped, nor indeed was it trained, except in some small ‘army cooperation’ elements, for close collaboration in a moving battle. But, even if it had been, such collaboration in a battle in France could hardly be controlled effectively from the Air Ministry in England.

On the other hand, night attacks on the enemy’s concentrations and communications were more easily conducted from England. One hundred and thirty-seven sorties were mad on a wide range of targets on the night of the 21st. 22nd, including twelve by the Advanced Air Striking Force, and only six aircraft failed to return.(33)

The British counter-attack’ at Arras had started in the afternoon, but units of Army Group B began their attacks on our main Escaut front early in the morning and these were maintained throughout the day. In the south the 48th Division had to meet several attempts to break their line, and the 2nd Royal Warwickshire, 8th Worcestershire and 5th Gloucestershire were all heavily involved. The 1st Oxfordshire and Buckinghamshire Light Infantry were brought forward and successfully counter-attacked to regain positions temporarily lost. On the 2nd Division’s front the 8th Royal Warwickshire (temporarily under command and in the front line) also withstood a heavy attack which drove in their forward positions, and followed up with a counter-attack in which the commanding officer and second in command were both killed, without the position being retaken. At this point the enemy established a small bridgehead about three miles south of Tournai. The 1st Royal Scots, whose flank was threatened by this penetration, counter-attacked twice yet failed to dislodge the enemy. Meanwhile, on their left, the 2nd Royal Norfolk successfully repulsed an attack.(34) (For dispositions see pages 17 and 122.)

The 42nd Division covering Tournai were attacked in the morning. Forward companies of the 1st Border Regiment were cut off, but the 1st/6th Lancashire Fusiliers counter-attacked and drive the enemy back across the river. In the 1st Division’s sector the Germans, preceded by soldiers disguised as civilians or as British officers, penetrated at a number of points on a 2,000-yard front after strong artillery preparation. The 1st King’s Shropshire Light Infantry counter-attacked successfully at one point, and the 2nd North Staffordshire stopped another advance. The 3rd Grenadiers made two determined counter-attacks against a strong position which the enemy had won, losing so heavily that they could only form two companies at the end of the day. But the enemy, too, had suffered heavily from these counter-attacks, and when Grenadier patrols went forward again they found that he had retired across the river and our position was restored.(35) There was some activity on the 3rd Division’s front, but pressure was less severe and all attempts to cross the river there were frustrated.

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On the 4th Division’s front the enemy got over the river early in the morning, but were driven back again by the 2nd Bedfordshire and Hertfordshire, while the 2nd Duke of Cornwall’s Light Infantry successfully prevented an attempted crossing after a heavy artillery bombardment.(36) On most of the front the troops had to endure severe and accurate artillery fire. The enemy’s observation planes flew unhindered that day and the German gunners must have been kept well informed of our positions.

But the only material foothold gained by the Germans on the west bank of the Escaut was in the north, where the line held lay back from the river and the enemy were established already on the west bank. Starting from this vantage point they penetrated the front of the 44th Division for some distance in the early morning mist before their presence was detected. Bock’s War Diary shows that this, in his view, was the key point in the Escaut front. Here, at the junction of the British and Belgian Armies, he determined to concentrate on an effort to break through to the sea-coast. The High Command’s intention on the other hand was that he should force the southern flank in support of the break-through by Army Group A, but Bock maintained that the general aim to cut off and annihilate the Allied armies in the north would be realised by ‘a break-through in the direction of Courtrai, rather than by running up against the Lille fortifications’.4(37)

The German penetration of the 44th Division’s front reached Petegem (two miles south-west of Audenarde and a mile from the river), which was the centre of severe and confused fighting. German troops got there during the night of the 20th/21st. The 2nd Buffs counter-attacked at three o’clock in the morning, but failed to eject them. The 1st/5th Queen’s were more successful, and by half-past seven Petegem was clear again. But in the afternoon the enemy returned to the attack. Two companies of the 1st/6th Queen’s were isolated, and Battalion Headquarters and a third company held a nearby chateau grounds; what remained of the 2nd Buffs, the 1st/5th and 1st/6th Queen’s withdrew to positions in the rear. The Queen’s could only muster one composite company, and they were attached of the 5th Royal Sussex to stop further penetration. In the adjoining sector the enemy’s advance had isolated a company of the 1st Royal West Kent, but they were freed in a counter-attack by other companies of the battalion which then went on finally to recapture Petegem and to clear it of the enemy.(38) Only between Petegem and the Escaut did the Germans still retain a bridgehead on the western bank as the result of this long day’s fighting. They had neither broken our main front nor captured Arras.

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Counter-attack at Arras 
21st May, 1940

Counter-attack at Arras 21st May, 1940