Five

Fighting Back

Winston Churchill’s doctor, Lord Moran, once wrote of his patient that ‘without that feeling for words he might have made little enough of life.’ Perhaps, but Churchill’s instinctive ability to enthuse beleaguered minds was badly needed when he made his first broadcast to the nation as Prime Minister on 19 May:

. . . the British and French peoples have advanced to rescue not only Europe but mankind from the foulest and most soul-destroying tyranny which has ever darkened and stained the pages of history. Behind them – behind us – behind the Armies and Fleets of Britain and France – gather a group of shattered States and bludgeoned races: the Czechs, the Poles, the Norwegians, the Danes, the Dutch, the Belgians – upon all of whom the long night of barbarism will descend, unbroken even by a star of hope, unless we conquer, as conquer we must; as conquer we shall.

The response was positive. ‘You have never done anything as good or as great,’ wrote Anthony Eden. ‘Thank you, and thank God for you.’

Behind the scenes, however, Churchill could not afford much confidence. In a telegram sent later that night to United States President Franklin Roosevelt, he made an implicit threat; if America failed to assist Britain, and she was forced to surrender, then the Royal Navy would pass into German hands. The consequences of this were left for Roosevelt to ponder, as Churchill signed off with the words, ‘Once more thanking you for your goodwill.’

That evening, Anthony Irwin’s Pompadours reached the village of Belleghem, behind the River Escaut. The previous days had consisted of endless marching without sleep, punctuated by dreamlike incidents. Some machine guns had opened up on them south of Brussels. As red-hot tracers flashed past their heads, Irwin and his men threw themselves down and opened fire with Bren guns. ‘Cease fire!’ yelled a voice eventually, and somebody arrived announcing that the ‘enemy’ was actually a Middlesex Regiment machine-gun platoon. By that time, two Pompadours, one a company sergeant major, had been wounded.

Shortly afterwards, Irwin’s company was dispersed around the edge of an orchard when the members became emotionally involved in a one-sided aerial battle between a virtually defenceless RAF Lysander,* with a top speed of 212mph, and six heavily armed Messerschmitt Bf 109s with top speeds of 350mph. The company watched as the 109s took turns in diving at the Lysander and pulling up to attack her again on the way back up. Each time this happened, the Lysander throttled back and jinked, and every 109 overshot her. As the final attack missed her, one watching soldier burst into tears. And then, when the 109s changed their tactics and attacked her simultaneously from different directions, the Lysander went into a deliberate spin before straightening up low over the company. The 109s were not giving up, however. They chased her down – but as they flew low towards Irwin’s company, every Bren gun on the ground opened fire.

The first 109 hit the ground in flames, and the other five pulled up and flew away. But they soon flew back in formation, looking to take revenge on the company with their machine guns. At that moment, however, three RAF Hurricanes appeared and chased them away. All the while, the Lysander flew serenely on.

A rather more mundane incident occurred shortly afterwards, Irwin and a fellow officer (and good friend) threatening each other with pistols as their platoons tried to take up the same position. Both were too tired to think about moving to another spot. In the end, Irwin lost the position on the toss of a coin.

Shortly before reaching Belleghem, Irwin’s platoon passed a gingerbread factory. Some troops had already broken in; Irwin’s men – most of whom had last eaten some days ago – followed. Soon they were sharing crates of gingerbread cakes. And an hour later they were squatting by the side of the road, sharing diarrhoea.

At Belleghem, behind the Escaut, the battalion was expecting to mount a stand. But on the afternoon of 20 May, they withdrew again. This time, however, they understood why; news of the Panzers’ advance had reached them.

Twenty miles away in the village of Froidmont, 2nd Battalion, Royal Norfolk Regiment, was preparing to travel the short distance to the Escaut. That night, the battalion moved to a spot near Calonne, where it relieved the Royal Berkshires. ‘A’ Company took the central position, its front stretching for nearly eight hundred yards; this left the men far too strung out for comfort. Nevertheless, the company commander, Captain Peter Barclay, spent the night making sure that every man had a solid defensive position.

The river was twenty yards wide, giving a measure of protection. All along the company’s front were buildings; one section established itself in a cellar, another behind a garden wall, and a third, on the extreme left, in an old cement factory. Here, Private Ernie Leggett and his comrades had placed themselves on the upper floor. Over to the right was company headquarters, comprising Barclay, Sergeant Major George Gristock and others. A problem faced by the entire company was a long, thin wood on the far side; it offered the enemy some – though by no means total – concealment.

As dawn broke with no Germans in sight, Barclay – a member of the banking family – decided to take a little time off. His batman had spotted rabbits in the grounds of the nearby Château Carbonelle, and had somehow also discovered hounds and ferrets locked up in the chateau’s stables. For an hour and a half Barclay and his fellow officers played at being country gentlemen, until the Germans started sending shells over. Then, says Barclay, he thought he’d better ‘deal with the other situation’.

For some time, all remained reasonably quiet until some Germans appeared on the far side of the river. Barclay instructed his men not to fire until he had blown the hunting horn he liked to keep with him. The Germans wandered off into the wood and started to cut down trees. They were going to try to build a simple pedestrian bridge using concrete blocks that were already sitting in the river. All the while, the Norfolks kept quiet, and as the minutes passed, more soldiers arrived on the far bank, including a black-helmeted SS man. Relaxed, unaware they were being watched, they began putting the bridge together, before crossing over to the Norfolks’ side. There was utterly no sense of urgency – until Barclay blew his horn and the Norfolks opened fire. Every German, on both sides of the river, was killed.

In their cement factory, Ernie Leggett’s section had positioned themselves on the upper floor where they could look out over the wood. Now, 150 yards away, the enemy was advancing with light tanks. A ferocious fire fight began, Leggett hammering away with his Bren gun. The Germans managed to reach the river bank before retreating. They came again, this time advancing over their own dead. Twice more they were beaten off – but Leggett and his comrades were now also under mortar fire, with its tell-tale ‘pump’ followed by a brief but agonising wait for an explosion.

Further along, the headquarters too was coming under shell and mortar fire. Seeing Captain Barclay wounded in his stomach, arm and back, and with all the stretchers already in use, Barclay’s batman improvised by ripping a door from its hinges. Barclay continued giving orders as four men carried him around on the door.

Problems were now developing to the right. On the immediate right flank, the Germans had somehow captured a friendly position, while on the far bank an enemy machine-gun post had appeared. Barclay delegated his sergeant major, George Gristock, to capture both positions, with the assistance of a motley group including a company clerk and a radio operator.

Seconds later, Ernie Leggett looked out from his factory position on the left, to see Gristock crawling on his knees and elbows, inching towards a German machine-gun nest on the Norfolks’ side of the river that had – so far – failed to spot him.

Suddenly, a previously hidden machine gun, with a flank view of Gristock, opened up, raking his legs and smashing his knees. But he continued advancing until he was twenty yards from the first enemy position; there, he leaned back and began tossing grenades, before turning over and firing his Tommy gun. He made sure that all four Germans were dead before dragging himself back to where he started.

At this point, Barclay passed out. Waking up some time later in the chateau, now transformed into a regimental aid post, he found himself lying next to Gristock. In the meantime, Leggett remained at his post. Of the twenty-five members of his section who had begun the morning in the factory, only four remained. There were no wounded; all the others were dead. And as Leggett crossed the floor, preparing to look out to the left for Germans, he received a shock:

The next thing I knew I’d hit the ceiling, and then I heard a loud bang. I came down and hit the floor. I realised that I’d been hit. It was one of those blasted three-inch mortars and I’d been hit. My left leg was absolutely numb, my back was numb from the waist down, I couldn’t move my legs, and all I saw was blood all over the floor. Two others ran across to me, and one said, ‘Bloody hell, Ernie! You’ve had it!’

Leggett was half-carried, half-dragged down the stairs where he was laid down beside a six-inch-high railway line. Naked except for his underpants, he began to pull himself agonisingly along the railway line, sheltered by the rails from gunfire, covered by earth from shellfire, his hands bleeding from the effort of dragging himself along. Hundreds of yards later, he reached the company headquarters where he was placed on a stretcher. He remembers being inside a truck, and a nun leaning over him with a flowery wimple, and a medical officer saying, ‘Just a prick, old boy.’

Despite the ferocious fighting, and two German breakthroughs that were reversed, the battalion held its position. That evening, orders came to withdraw, first to Bachy and then to the Bethune sector – where it was to experience further horror.

A while later, in hospital in England, Ernie Leggett was told that he was going to be all right, despite various wounds including one caused by a piece of shrapnel that grazed his femoral artery before exiting through his groin. And in the next ward was George Gristock, whose legs had been amputated from the hip. Every day, Leggett was wheeled in to see his sergeant major – who was allowed to drink as much beer as he liked. ‘Beautiful!’ he would say as he supped it from a little teapot.

Leggett told Gristock that he had seen what happened to him. ‘Bastards!’ said George. ‘But I wiped them out!’ Every day, they talked about the old days in the regiment, and the early months of the war. ‘And then,’ says Ernie, ‘that horrible morning came when they didn’t come and get me, and I said to the nurse, “Take me through to see my sergeant major,” and she said, “No. Sorry.” He had died.’

George Gristock was awarded the Victoria Cross for his action; it is on public display at the Royal Norfolk Regiment Museum in Norwich.

On 20 May, Lance Sergeant Cyril Roberts* was at Vauchelles, south of the Somme. His unit, 2/7th Battalion, Queen’s Own Royal Regiment, had been brought to France to carry out labour duties, spending the first half of May working under the direction of French engineers at Abancourt, between Amiens and Dieppe. They had not been expecting to fight, having received virtually no training in England over the winter, and none at all in France. They were badly equipped, with just three Bren guns for the entire battalion, not a single mortar or carrier, and only fourteen trucks and one car. And they were almost devoid of communications equipment and trained signallers. But they were soldiers – and with the BEF in crisis, they had been ordered forward.

On 18 May, they were ordered first to Abbeville, and from there to Lens, where their train was bombed and machine-gunned from the air. Eight men of another battalion were wounded, but none of Roberts’ comrades were hurt. Very soon afterwards, however, it was realised that a mistake had been made. The battalion should have stayed in Abbeville, so everybody boarded another train and headed back; this was where, on 20 May, the men found themselves, in a small nearby village named Vauchelles, as the Panzer divisions swept towards them. Hitler’s vacillations had not yet significantly affected German progress, and allowed off the leash once more, the tanks raced forward. Cyril’s battalion found itself in the eye of their storm. The result was chaos.

Heinz Guderian’s orders were for 2nd Panzer Division to hold the ground between Abbeville and Flixecourt, clearing the sector of British and French resistance. 1st Panzer Division would take the area between Flixecourt and the river east of Amiens, while 10th Panzer Division would hold the ground further east to Peronne.

On 20 May, once 1st Panzer Division had captured Amiens, Guderian had a walk around the city. The cathedral was beautiful, he decided, but he could not stay long. Moving eastwards, he passed his advancing columns – and spotted a number of British vehicles in their midst, trying to blend in, hoping for a chance to break for the south. ‘I thus quickly captured fifteen Englishmen,’ he wrote.

That morning, Oberleutnant Dietz of 2nd Panzer Division had set out at dawn from the village of Sorrell. His entire battle group was moving forward – the tank brigade, two infantry battalions, tank destroyers and armoured pioneers (engineers in fighting vehicles). They were heading for Abbeville and the sea, and they encountered little resistance on the way. Twelve miles from the town, the giant winding snake halted. All around were the carts and detritus of refugees, mostly Belgians. To Dietz these were men, women and children forced out of their homes by the French and left to their fate. He could neither accept nor imagine any German responsibility for their plight.

For the time being, the tanks remained where they were; they had finally run short of fuel. The infantry now drove forward to capture Abbeville’s western defences. Soldiers fought their way from house to house, supported by the pioneers’ armoured vehicles. The town, like others before it, erupted into flames, and it soon came under German control. The race to the coast, it seemed, was complete – until a message arrived that the Luftwaffe had ordered a Stuka strike on the Abbeville bridges.

To the battle group’s HQ staff, this seemed madness. The bridges had already been secured at some cost; there was no need for any further action. And a retreat would open the town again to the enemy. But when a further message came through that the Stukas were on their way, orders were quickly given to withdraw all men and machines from the town to a distance of several miles.

Orderly officers and dispatch riders hurried through Abbeville shouting the order to move out to the countryside. Tanks – which had now reached the town – roared into life. Their sound was magnified in the tight urban confines. Not unlike the British on the River Dyle, German soldiers who had spent ten days focused on reaching the Channel coast were now being told to retreat away from it. But not everybody was going to withdraw. The bridges would remain occupied by German troops, and the headquarters staff would be staying where they were. The town would not simply be handed back to the enemy – whatever the cost in lives.

At staff headquarters, officers tried to sleep aware of their almost certain fate. But the Stukas never came. Their attack was called off without any message reaching the battle group, and by seven o’clock the next morning, most of the town’s positions had been retaken. During that day, several thousand prisoners – mostly British – were rounded up and sent to the rear.

The decisive phase of the Manstein Plan, crossing the River Meuse, pushing through the area around Sedan and surging north-west for the coast, was now complete. The British army, the Belgian army and the French First and Seventh Armies were trapped in a pocket 120 miles deep and 80 miles wide, all of them cut off from the remainder of the French army to the south. And they would now be facing attacks from every direction. The only reassurance to the British was that the Germans had not yet taken the Channel ports. Until this was done, and the British army had been captured, the war was not lost.

On the morning of 20 May, a platoon of Cyril Roberts’ battalion was on duty guarding bridges in Abbeville. As refugees streamed into the town, the platoon headed out to rejoin the rest of the battalion. Setting out eastwards, progress was slow, and eventually the party was forced to stop, halted by burning air-raid debris. They turned back, trying to find another route.

Passing a farmhouse, they noticed refugees reacting to something, and, a moment later, a machine gun opened up. Some of the party jumped into a ditch, while others stayed on the road. The men in the ditch, thinking the machine gun was in the farmhouse, began to fire at it. At this point, a German armoured column came up the road, led by a tank. One of the men in the ditch, Private Jakeman, watched as his comrades on the road were taken prisoner. Meanwhile another armoured vehicle came up behind him and his colleagues in the ditch. As Germans jumped out with revolvers and submachine guns, Jakeman and friends threw up their hands and surrendered.

The group was sent walking down the road. They were unescorted – but German motor vehicles and sentries were stationed at frequent intervals to prevent their escape. After a mile, the road passed a wood, and Jakeman, sensing a momentary absence of cars and sentries, dodged behind a tree, scaled a fence and ran into the wood. He carried on across country, stopping when he reached a thick copse.

All that day, he lay hidden. He could hear a German anti-aircraft battery firing to the north, and a great deal of gunfire all around him. That night, he carried on moving south-east, until he reached the heights above the Somme. He climbed down, swam across the river, and crossed some marshland, a road and a railway line. At one point, he was fired at, so he hurried on, running into some parked German vehicles. As he fled, dawn was beginning to break. He found another wood, and hid there throughout a wet and miserable day.

That evening, he knocked on the door of a farmhouse in Bettencourt; the family allowed him to stay the night, telling him that the Germans had recently passed through the village. The next day, they warned him that door-to-door searches for Allied soldiers had begun, and the only safe direction for him to travel was south. So he set off, avoiding towns and villages, until he reached Selincourt, where he was told by civilians that the French still held Harnoy, a few miles further on. At Harnoy he was questioned by French officers at a road barrier. He passed their scrutiny, and was soon whisked off in a British vehicle, before finally being transferred to British Northern Command at Rouen.

Private Jakeman may not have been taken off into captivity, but most other members of his battalion – including Cyril Roberts – were not so fortunate. As German air attacks on Abbeville began to strengthen on the morning of 20 May, the battalion came under intense bombardment. They were in open country, with barely any anti-tank weapons or Bren guns; the commanding officer gave the order to withdraw towards Épagne-Épagnette and across the Somme. He wanted to place the river between his men and 2nd Panzer Division. Though these orders were delivered to HQ Company and part of ‘D’ Company, they never reached the other companies.

Major Adams of HQ Company managed to guide a group (consisting of two officers and about sixty men) across the Somme to Blangy. From here, he was able to reach brigade headquarters, and finally Northern Command at Rouen. The battalion commander, Lieutenant Colonel Girling, meanwhile, led a group for nearly three days on a trek from the outskirts of Abbeville through the abandoned village of Hamicourt and across the River Bresle, to St Pierre-en-Val. The group split up under machine-gun attack, but all its members finally reached Rouen.

Most of the remainder of the battalion, however, including Cyril Roberts, remained in position at Vauchelles. No orders had been received, and when two officers headed off to gather information and failed to return, confusion reigned. Early on the morning of 21 May, a large formation of German tanks arrived at their exposed position. At a stroke, several hundred men of 2/7th Battalion, Queen’s Own Royal Regiment were taken prisoner.

As the Panzers were arriving at Abbeville, General Edmund ‘Tiny’ Ironside, Chief of the Imperial General Staff, was arriving at Gort’s headquarters with a directive that the BEF attack south-west across the Somme in order to join up with the French in the south. Pownall was furious at the suggestion, sensing Churchill’s hand behind it – ‘a scandalous (i.e. Winstonian) thing to do and, in fact, quite impossible to carry out’, he wrote in his diary.

Gort patiently explained to Ironside that, first, he did not have the troops to do it (it would involve the disengagement of seven divisions currently fighting for their lives on the Escaut), and second, the Germans were now holding the line of the Somme. In short, the attack would leave the seven British divisions fighting desperate rearguard actions at the same time as they went into battle with strong Panzer formations – all the while having to guard their flanks.

Yet while this was a clear impossibility, Gort offered Ironside an alternative. He could mount a limited attack in a southerly direction, carried out by 5th and 50th Divisions, the only reserve divisions available to him. Ironside relayed this to War Secretary Anthony Eden, whose report was duly read to the War Cabinet in London. Yet Churchill’s instinctive optimism remained; he continued believing in the feasibility of a massive southerly attack by the BEF. (Although reality was clearly biting at some level: at the same meeting, Churchill told the War Cabinet that he had asked the chiefs of staff to prepare a study of possible operations if it ‘became necessary to withdraw the British Expeditionary Force from France’.)

Later that day, Ironside and Pownall met with Blanchard and Billotte. The latter was trembling and emotional, yelling that his infantry could not withstand any sort of attack at all. Ironside, whose nickname ‘Tiny’ was an ironic reference to his huge physical presence, could not bear the self-pity. He grabbed Billotte by the lapels and shook him. This seemed to have an effect; Billotte calmed down, and agreed as the British generals urged him to mount an attack towards Cambrai, and to contribute two divisions to the British attack.

Even if Churchill’s favoured attack was not feasible, the British commanders understood that some form of action must be mounted. An Allied attack had been feared by the Germans – not least of all Hitler – for some days. And with good reason: as the Panzers pushed to the coast, the more stretched and vulnerable their flanks became. With its infantry lagging far behind its motorised formations, the German thrust could be compared, as Churchill wrote, to a tortoise whose head had protruded far from its shell. And if the Allies did not mount a substantial attack soon, the head would be drawn in, and the shell would remain impervious.

There was, meanwhile, a new French Supreme Commander; General Maxime Weygand had taken over from Gamelin, and he assured Ironside that the Germans could be halted by simultaneous attacks from the north and south. (This – ‘the Weygand Plan’ – was substantially identical to the existing plan.) But Ironside had grown privately disillusioned with his ally. ‘God help the BEF,’ he wrote in his diary, ‘brought to this state by the incompetence of the French command.’ And on the same day, disappointment began to emerge publicly as the usually impeccably courteous Gort harangued the French liaison officer about the quality of the French army and its desire to fight. If the French would not fight, Gort threatened, the British would have to evacuate.

Despite Billotte’s assurances, the forthcoming British attack would have to go ahead without the two promised divisions. The French corps commander reported that his troops simply refused to take part – though a French light mechanised division would, ultimately, assist the British force.

The attack would focus on the BEF’s only current cause for hope: its continued possession of the town of Arras. The plan was to reinforce the town’s garrison, to hold the line of the River Scarpe, and to take the area south of the town, cutting the Panzers off from their communications. The attacking force would be split into two mobile columns. Each column would have an infantry battalion, a motorcycle company, a battery of anti-tank guns, a field artillery battery and a tank battalion. Of the eighty-eight British tanks available, fifty-eight would be Matilda Mark Is (slow and armed only with machine guns), sixteen would be Mark IIs (far quicker and armed with 2-pounder guns), and fourteen would be light tanks.

While this British force was not strong, the Germans’ nervous anticipation meant that they risked treating it as something far greater than it was. But if the Germans were overestimating the British, it seems that the British were underestimating the Germans, entirely unaware of the presence of Generalmajor Erwin Rommel’s 7th Panzer Division in the sector.

The British columns set off on the left and right. On the left, the motorcyclists of 4th Battalion, Royal Northumberland Fusiliers went forward alongside a scout platoon in Daimler Dingo cars. Behind were the tanks of 4th Battalion, Royal Tank Regiment, one of which – a light tank – contained Second Lieutenant Peter Vaux, the battalion reconnaissance officer. Behind them were the soldiers of 6th Battalion, Durham Light Infantry.

Coordination of the tank squadrons was extremely difficult without wireless communication – and the tank crews had been ordered to maintain silence. There was also little coordination between the tanks and the infantry, and an almost total lack of orders and advanced information. So when Vaux’s tank climbed a crest at Dainville on the southern outskirts of Arras, he was astonished to drive into the flanks of Rommel’s 7th Panzer Division and the SS Totenkopf Division. Neither the Germans nor the British had any knowledge of the other’s existence – but the Royal Tank Regiment had the upper hand in the exchange. British tanks opened fire on motorcycles, lorries and half-tracks towing anti-tank guns, and the German machines burst into flames. A motorcyclist in front of Vaux was desperately trying to kick-start his engine, but could not get it going. ‘My gunner was laughing so much,’ says Vaux, ‘that he couldn’t shoot the gun. Eventually the German threw the motorcycle into a ditch and ran away. We hadn’t fired on him at all!’

The chance success of this section of the advance was extremely significant. The headquarters of 7th Panzer Division began receiving terrified radio messages – ‘Strong enemy tank attack from Arras. Help, help.’ German gunners were unable to penetrate the armour of either mark of Matilda, and the tanks started to gain for themselves, for the division, even for the BEF, a lofty reputation among the enemy.

The tanks’ advance continued. Vaux soon arrived at a crossroads where he noticed a lorry with a large ‘G’ painted on the door. As his mind played little games with itself (he imagined the ‘G’ standing for German), the lorry’s driver suddenly jumped out wearing an enemy uniform. ‘Shoot!’ yelled the suddenly focused Vaux, and his gunner fired at the lorry. The terrified lorry driver ran down the street, the gunner firing, tracer bullets zipping past him. He jumped into a garden, managing to get away – at which point a woman who had been waiting patiently for the excitement to stop, calmly stepped out of her house and emptied a bucket into a dustbin.

A while later, Vaux’s tank was shot by ‘some wretched small weapon’ which missed him and his gunner by inches and made a hole in either side of their turret. Without a word, the gunner reached into his pack and fetched out a pair of socks. A sock was stuffed into each hole. ‘It seemed somehow a bit better that way,’ says Vaux.

Between Beaurains and Mercatel, the battalion was ambushed by several batteries firing at once; twenty tanks were destroyed. Among those killed were the battalion’s commanding officer, Lieutenant Colonel Fitzmaurice, and a squadron commander, forty-seven-year-old Major Gerald Hedderwick, who had fought the Germans over the same ground twenty-three years earlier. Shortly afterwards, Vaux drove through this valley of death, without realising at first that the tanks were knocked out. Only as he drew closer did he notice men lying next to their machines and hanging out of their turrets. Vaux stood up in his seat, shouting instructions to his driver and gunner – unaware that a German soldier was on the ground nearby, lining up a shot at his head. Vaux’s life was saved by his adjutant, Captain Robert Cracroft, who spotted the man and shot him dead.

Shortly afterwards, having taken some revenge on nearby batteries, the tanks fell back to Achincourt. There were good reasons for this; the infantry was still a long way behind, and forward units of 5th Panzer Division were beginning to arrive on the scene. The tanks withdrew to act as a rearguard alongside the motorcycles and Daimler Dingos of the Royal Northumberland Fusiliers.

John Brown was guarding a crossroads in his Dingo when a tank appeared along the road. Some of Brown’s comrades opened fire with their Bren guns until others started shouting; the tank, it turned out, was British, and the men stopped firing before any damage was done. When another tank followed, the men opened fire again. There was more yelling, and the firing stopped once more. But this time, the tank was German. Stopping at the crossroads, it opened fire in turn. ‘The first shot got my mate,’ says Brown, ‘and he blew up.’

At another crossroads nearby, Peter Vaux, Robert Cracroft and every surviving member of the battalion gathered. A Matilda Mark II had broken down some way ahead, and could now be heard clattering towards them in the gloom. Cracroft walked up to the Matilda and waved some maps in front of the driver’s visor. The hatch opened, and enemy heads popped out. It was another German tank. Cracroft shouted a warning and raced 250 yards back to his tank – while several German tanks lined up along the road and began firing. After almost ten minutes of heavy but futile firing by both sides in near darkness, the Germans withdrew.

During the fire fight, Vaux had run out of ammunition, and pulled out. With him were his driver, Corporal Burroughs, and Major Stuart Fernie (the battalion commander following the death of Lieutenant Colonel Fitzmaurice), who had replaced his gunner. As Vaux drove, he passed through a scene of spectacular confusion. British Bren carriers and German motorcyclists mingled on the road without any apparent idea where they were going or what they were meant to be doing. He turned off onto an unfamiliar road and soon found himself passing a steady stream of German traffic – none of which recognised him for what he was. He finally ran out of petrol in a small village forty miles west of Arras. Vaux, Burroughs and Fernie quickly found an empty house and spent the next night and day inside.

Despite the haphazard nature of 4th Battalion’s advance, it had unsettled German troops with little experience of armoured warfare. And the tanks of 7th Battalion, Royal Tank Regiment on the right were having the same effect – even though their advance was even more chaotic. They lost their way repeatedly, first drifting too far west, then too far east, bypassing Warlus, one of their objectives, where they would have encountered 25th Panzer Regiment, one of Rommel’s units.* Instead, they wandered off in three separate directions.

Two of the groups, mainly Matilda Mark Is, began moving towards the village of Wailly from the north and the west. Wailly was defended by the tanks of 25th Panzer Division – all of which were currently carrying out an attack elsewhere. This left the village defended by a few infantry platoons, and some anti-tank and anti-aircraft guns. Tom Craig, advancing in his Matilda Mark II, was fired on by an armoured car, but the shell made no impact. When he fired back, the car burst into flames.

With the British tanks about to overwhelm his position (and compromise his growing reputation), Rommel took personal control of the defence from a nearby hill. He brought every gun, anti-tank and anti-aircraft, into action, giving each gun a target and orders to fire as rapidly as possible. Gun commanders who complained that the range was too short were overruled. And he called up a secondary line of heavy guns from divisional headquarters.

In this fashion, Rommel saved the position, although he was almost killed twice, once when his aide, Leutnant Most, was shot dead standing next to him, and again when he and his telegraphist were trapped by a British tank, only for the crew to surrender rather than shoot him or take him prisoner.

And it is worth considering what might have happened had the position not been saved. The breakthrough of the tanks at Arras might have joined the breakthrough at Sedan as the twin turning points in the campaign. With the Allies pouring through a breach in the German line, Guderian and his forces would have been trapped in a pocket by the sea, praying for an evacuation. In this parallel world, however, it is hard to see where the German evacuation fleet would have sailed from.

Such an outcome was not to be, however, despite further heroics by two Matilda Mark IIs, commanded by Major John King and Sergeant Ben Doyle. Operating entirely on their own at Mercatel, they drove through enemy territory firing at anything that moved.

As they charged on, they were fired at by three or four anti-tank guns. Rather than firing back, they simply drove over them. For ten minutes, machine guns popped up and fired at them; each was silenced in turn. When two German tanks swung their guns round to fire at them, the shells bounced off – but their guns destroyed the German tanks.

Driving deeper into enemy territory, breaking through roadblocks, they encountered a convoy of tanks and put at least five out of action. (They lost count.) Even when King’s tank caught fire, he carried on for another hour. ‘We just kept on, letting them have it,’ says Doyle. Eventually, like so many other members of the tank battalions, he and King were both taken prisoner. They had finally been stopped by 88mm flak guns. The remainder of 7th Battalion, Royal Tank Regiment, just like the remainder of 4th Battalion, was ordered to withdraw. Between them, they had lost a large number of their Matilda Mark Is and all but two of their Mark IIs.

Put simply, the Arras counter-attack was a British failure. A brave failure, certainly, given that the attacking force was facing five times as many infantry soldiers and ten times as many tanks. But a failure nonetheless. None of the original objectives were achieved. The attackers ended the day exactly where they had begun – and the Germans were not cut off from their communications. Rommel’s 7th Panzer Division suffered heavy casualties, but so did the BEF – and the German war machine could replace its losses far more easily. From a British perspective, such losses put an end to the prospect of another substantial attack.

Yet the Germans, usually so keen to claim victory, were not treating Arras as a British defeat. A study of German war diaries for 21 May makes interesting reading. The 6th Panzer Division diary records a ‘strong enemy force’ making an ‘armoured breakthrough from Arras to Doullens’, while Guderian’s XIX Corps notes that ‘Numerous individual reports about the breakthrough of the English tanks are further received – which has apparently caused nervousness throughout the entire Kleist Group area.’

So nervous was Kleist that he ordered 6th and 8th Panzer Divisions to move east to counter the danger of a British breakthrough – long after any danger had passed. And on 22 May, the day after the counter-attack, Rundstedt vowed to deal with the ‘situation at Arras’ before allowing Guderian’s Panzers to move on to the Channel ports. In his post-war evidence at Nuremberg, Rundstedt admitted fearing ‘that our armoured divisions would be cut off before the infantry divisions could come up to support them’. Even after the counter-attack was over, German commanders still feared that it would defeat Blitzkrieg.

The counter-attack certainly gave the Germans their first genuine fright. Had it been better organised, had more divisions and more tanks been employed, then it might have broken through the German lines. As it was, Rommel’s division suffered over four hundred casualties, and the elite SS Totenkopf Division lost hundreds of men to captivity. But it was not nearly as successful as the German commanders believed. So why were their reactions so extreme?

Partly it was because the German thrust had created a vulnerable extended limb that the Allies ought to have been able to pierce. The longer the limb grew, the more vulnerable it became, and the more apprehensive the generals – and Hitler – grew. And as Halder noted, Hitler was becoming increasingly scared by his own success.

But there was another reason. In his reports of the fighting, Rommel exaggerated British strength and numbers. The attack was made, he claimed, by five divisions and hundreds of tanks. Yet as well as bolstering his reputation, Rommel’s embroidery also served to confirm senior generals’ fears about the vulnerability of Blitzkrieg. It seems little wonder, in all the circumstances, that the attack on the Channel ports was delayed, that Guderian’s 10th Panzer Division was not allowed to advance on Dunkirk (a crucial misjudgement), and that the Arras sector was heavily fortified by troops who might have been better deployed elsewhere.

The manner of defeat was, ultimately, a blessing for the BEF. Its commanders had already lost faith in their French counterparts. Now they were clear that they could not fight their way out of their predicament. They had insufficient strength to force a breakthrough to the south. Only one realistic alternative to surrender remained – evacuation. For this to be achieved, more time was needed. And thanks to the counter-attack at Arras, more time was bought.