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The fate of the embattled paratroopers at Arnhem Bridge rested with the men of the South Staffords.

The time was 0430 on September 19, 1944. The men of D Company of the 2nd Battalion, South Staffordshire Regiment, lurked in the early morning shadows and nervously awaited the word to lead the advance into Arnhem, Holland, and relieve the surrounded paratroopers defending the bridge. Bleary-eyed and exhausted after a 14-hour forced march, they viewed the scene before them with alarm and trepidation. Ahead, Arnhem was convulsed in battle. The sky overhead glowed from tracer fire and the harsh light emitted from the embers of burning buildings. Smoke and haze drifted over the British positions and obscured the broad hill leading up to their first objective, the municipal museum 700 yards ahead. Immediately to the left, in stark contrast, towered the gothic bulk of St. Elisabeth’s Hospital.

In forward positions in the houses and streets west of St. Elisabeth’s, most men snatched a little sleep or choked down one last bite to eat. Their officers and NCOs earnestly scurried about, making last-minute preparations for the attack, ever mindful to keep clear of the open spaces to avoid being hit by the long bursts of German fixed-line machine gun fire that regularly searched the cobblestone streets.

A little after 0400 hours D Company emerged from the darkness and attacked up the hill to its front. After they passed through the open space east of the hospital the night erupted into an incredible cacophony of machine gun fire, exploding grenades and shouted commands. When it was over the survivors knew that they could not reach the bridge and reinforce their hard-pressed comrades.

Two days earlier, on September 17, the British 1st Airborne Division was the northernmost of three Allied airborne divisions supporting the airborne phase of Operation Market-Garden. Its mission was to seize the city of Arnhem and hold the bridges over the Lower Rhine until relieved by ground forces. The troops of the 1st Parachute Brigade and the 1st Airlanding Brigade were allocated landing zones (LZs) about six miles northwest of downtown Arnhem. The paratroopers planned to capture the primary objectives in the city, while the South Staffords, the 1st Battalion of the Border Regiment and the 7th Battalion of the King’s Own Scottish Borderers secured the LZs for future troop lifts and supply drops. The 4th Parachute Brigade and the Polish Parachute Brigade would arrive beginning the next day to support the units already on the ground in Arnhem. The division expected relief in two to four days from the British Second Army advancing north from Nijmegen, whose bridge across the Waal River would— it was hoped— be secured by the U.S. Army’s 82nd Airborne Division.

The South Staffords, commanded by Lt. Col. W.D.H. McCardie, were flown to the battlefield in two lifts on successive days beginning September 17. The first glider lift landed on the east side of LZ S at 1330. It consisted of some 420 men from Major R.H. Cain’s B Company, MajorJ.E. Phillip’s D Company, Battalion HQ commanded by Major J.M. Simonds, one platoon of mortars and one platoon of medium machine guns. The remainder of the battalion, commanded by Major J.C. Commings, arrived with the second lift on the following day. This group consisted of Major T.B. Lane’s A Company, Major P.R.T. Wright’s C Company and the remaining battalion heavy weapons and transport in the Support Company led by Major J.S.A. Buchanan. All but two of the gliders arrived at their destinations.

The 1st Parachute Brigade, commanded by Brigadier G.W. Lathbury, landed within the first hour. With little fanfare the three parachute battalions formed up and disappeared into the thickly wooded Dutch countryside while the airlanding brigade, commanded by Brigadier P.H.W. Hicks, remained behind to secure the LZs. By 1500, two platoons of the “ South Staffs” in company with a section of glider pilots cleared the shattered bedroom community of Wolfheze, while the remainder of the lift assumed defensive positions on the perimeter of the LZ.

By that evening, the troops of the 1st Parachute Brigade were locked in a desperate battle to break through a belt of German strong points ringing the western perimeter of the city and secure the road bridge over the Rhine. The tactical situation was far from clear to Maj. Gen. Roy Urquhart, the divisional commander, because of patchy and unreliable wireless communications with his advancing units. Concerned he was losing control of the battle, the general had gone forward on the evening of the 17th to make contact with his leading battalions. He found the 3rd Parachute Battalion, spent and exhausted, stalled in Oosterbeek. After a few hours’ rest, the battalion was on the road early the next morning.The advance started off well, but soon slowed to a painful crawl as the opposition stiffened along the lower road. Progress soon ceased, however, when the set-piece advance degenerated into a general melee in the vicinity of St. Elisabeth’s Hospital. Swept up in the confusion, both Urquhart and Lathbury were cut off and surrounded in a block of houses between the hospital and the prison. With Urquhart and Lathbury out of the picture, command of the division passed to Brigadier Hicks around 0800 on the 18th. Seeing the parachute brigade bogged down, Hicks sent the South Staffords and the 11th Parachute Battalion into the city to support the attack.The South Staffs set off at about 1030.

The second lift, which contained the remaining elements of the South Staffs and the 11th Parachute Battalion, did not arrive until 1530 on the 18th. The initial assembly was delayed by German fire on the LZ. An advance guard, consisting of Major Lane’s A Company and a section of mortars, set off within a few hours after landing. Company C and the majority of the battalion transport, under the command of Major P.R.T. Wright, followed some two hours later. After his glider aborted in the first lift, Major Cain and Company B Headquarters Section joined this group.

With B Company in the van, the South Staffs had begun filtering into the area around the road junction and St. Elisabeth’s Hospital by 1900 to relieve the battered remnants of Lt. Col. David T. Dobie’s 1st Parachute Battalion. The men spent what was left of the evening preparing for the attack. Battalion HQ was set up in a house on the comer of Utrechtseweg and Oranjestraat.

D Company of the South Staffs, the lead element, took up position north of the road in and around the houses and gardens west of the high boundary wall of the hospital. B Company South Staffs was in position across the road slightly to the south. A Company South Staffs and the 11th Battalion were strung out along Hulkesteinseweg and Klingelbeekseweg. Company C and the battalion transport were still on their way from Oosterbeek.

After an evening of orders and counter orders, Division HQ finally gave the word to press on into the city. At about 0200 Major Ian Toler, a glider pilot commanding B Squadron, No. 1 Wing Glider Pilot Regiment, was roused by a parachute officer and directed to the battalion headquarters. There he found McCardie with some of his own officers and Dobie, commander of the 1st Parachute Battalion, sitting around a single candle in the darkened front parlor, making final preparations for the attack. Dead tired after the 14-hour march from the LZ, Toler recalled: “ It was a dramatic scene, windows full of bullet holes, one chap bent over a wireless and a single candle burning.The atmosphere was very tense, they’d had terrible communication problems but had just managed to get through to 2nd Battalion holding the bridge.”

The colonels decided on a simple plan that was conceived that evening. The attack would begin at 0400. The South Staffs would lead the advance up Utrechtseweg with the 11th Battalion in support. The 1st Parachute Battalion would advance along the right flank, along the river. The 3rd Parachute Battalion was nearby but not in contact. Because of the geography, the South Staffs’ assault would have to diverge from the line of attack of the parachute battalions soon after departure. The confined nature of the terrain provided precious little room to maneuver, or to allow the battalions to provide mutual support during the assault. To make matters worse, time did not permit a full reconnaissance, and it was unclear where the main line of the German defenses began. The British would have about two hours of darkness and had to be clear of the open ground before dawn, or risk being cut to pieces on the open road.

The museum, dubbed the “ monastery” in contemporary accounts, proved to be the key feature in the battle. Bottlenecked between the railroad cut to the north and the river to the south, the cupola-topped structure sat astride Utrechtseweg and overlooked Onderlangs. It also served as the anchor for a series of strong points manned by four to five ad hoc German battalions that were assembled from units of the 9th SS Panzer Division Hohenstaufen. In the center an engineer battle group occupied the series of houses on the north side of the road that backed directly to a deep railroad cut of the marshaling yards. A second line was located a little farther back in the cluster of buildings that dominated the wooded slope overlooking the lower road and the riverbank. Up front an outpost line ran to just east of the hospital. The flanks were anchored by numerous 20mm and 37mm automatics covering the open stretches of road east of the hospital. The Germans also had some 75mm flak guns positioned in the brickworks on the south bank of the river. The self-propelled StuGs (Sturmgeschiitze, or assault guns) of StuG Brigade 280 were in reserve in the plaza facing the railroad station.

Private Robert C. Edwards of Company D had just settled down to sleep when his section leader, Corporal Arthur Stretton, came up and ordered an “ O Group” (orders group) with the platoon officer, Lieutenant A.J. Roebuck. There they found out that Company D would lead the push to the bridge and had to be ready to move by 0400. Edwards remembered being told, “ …we must get through, on no account are we to stop or allow ourselves to be held up until we joined up with 2nd Para.”

With a great sense of urgency, the 340 men remaining in the South Staffords started off at 0430, about 15 minutes late. Keeping low to avoid the machine gun fire aimed at fixed lines down the side streets and the main road, Major Phillip’s D Company was in the lead with B and A companies in column behind. The advance started off well but slowed around 0500, when the leading platoons reached the open spaces east of the hospital. “ We came to the wide-open, exposed riverside stretch of road in front of St. Elisabeth’s Hospital, and then everything suddenly let loose,” Private Edwards recalled. “ We must have looked like targets in a shooting gallery. All Jerry had to do was line up his guns and mortars on this one gap, about a quarter of a mile wide, and fire. He couldn’t miss.” Despite heavy fire from its front and both flanks, D Company cleared a series of enemy outposts strung out along the road. Urged on by their officers, the South Staffs advanced 300 yards farther before heavy losses forced them to ground. About 60 percent of the company had become casualties. Major Phillip had been shot through the stomach, and Lieutenant J.E. Erskine had also been wounded. Lieutenant Roebuck was killed near the hospital. Captain E.M. Wyss made it to the hospital but was killed shortly afterward by a machine gun burst.

As the D Company attack faltered, B Company moved in through the bushes and trees on the right-hand side of the road. Already short a platoon before the advance began, the British were forced to a halt by heavy German resistance after an advance of only about 400 yards into the wooded dell just west of the municipal museum. There, Major Cain resumed command of his company later that morning.

Major Lane’s A Company, meanwhile, moved forward into the museum and the row of houses north of the road, to clear out the axis of the 11th Parachute Battalion attack. Harassed by snipers and mortar fire, the British fought their way into the houses immediately north of the museum. Under flame-thrower, automatic cannon and machine gun fire from three directions, the advance ground to a halt. Three platoons barricaded themselves in the massive buildings along the north side of the road, while the fourth platoon, a few paratroops and the regimental aid post established themselves in the first and second floors of the museum.

As the sun came up, the battle entered a lull around 0600. With all of his available troops fully committed, McCardie met with Lt. Col. G.H. Lea on the steps of the hospital to coordinate their next set of movements. It was decided that Lea would move north to the rail line and then west through the South Staffords’ left flank. He first dispatched a troop of antitank guns and his own A Company under the command of Captain David Gilchrist into positions about 200 yards east of the hospital. Up ahead McCardie’s A and B companies remained in place, while D Company was sent down the steep, wooded slope south of the museum to the right to fill in the gap between B Company and the 3rd Parachute Battalion. In reserve, C Company and the battalion transport were still on the road heading toward the hospital. After 0630 the battle intensified when both B and D companies were subjected to heavy mortar fire. McCardie decided not to send the newly arrived battalion transport into Arnhem, and instructed Lieutenant L. Withers to take the column back to Division HQ.


JUST TO THE SOUTH, THE SITUATION on the lower road was chaotic. After outpacing the advance of the South Staffs, the paratroopers’ attack had broken down under the weight of German fire from across the river and the buildings on the steep slope behind the museum. By 0700, the 1st and 3rd Parachute battalions had suffered so many casualties that they had virtually ceased to exist. With the Germans in hot pursuit, the remnants of both battalions were forced back to their start positions near the crossroads, leaving the South Staffords with an open flank along the river.

Earlier that morning, Urquhart had been set free as the South Staffs secured the area around the hospital. When it became clear that any further advance from the west was impossible, Urquhart ordered the 4th Parachute Brigade to advance into Arnhem from the north to relieve the pressure on the troops along the river. To help clear the way, he ordered the 11th Battalion to remain in place rather than support the South Staffs’ efforts around the museum area. Lea sent this message to McCardie, but it was never received. At 1100 Urquhart ordered the 11th Battalion to move into the built-up area west of the hospital.They were to move north on Oranjestraat, cross the railroad overpass and move into the Diependaal and Heijonnoord area in advance of a planned attack of the 4th Parachute Brigade. Once again Lea sent a message off to the South Staffs, but that message too was never received.

Left to his own devices, McCardie was forced to shift over to the defensive and consolidate his gains, a temporary expedient while he waited for the 11th Battalion to begin its attack. The Germans, meanwhile, were becoming more and more aggressive in their defensive maneuvers as they received additional reinforcements. A little after 0800, D Company repulsed its first counterattack, a company-size thrust from the southeast. An hour later the German self-propelled guns (SPs) from StuG Brigade 280 first appeared. Split into two sections of five guns apiece, and supported by mortars and 20mm anti-aircraft guns and infantry, they worked their way into the British on the upper and lower roads.There was little that the lightly armed Tommies could do against the armored behemoths.

“ Up near the museum we were under close attack from tanks, so close that out battalion mortars, using only primary charges, fired almost vertically in their efforts to hit them,” Cain remembered. From behind the museum he orchestrated the efforts of two PIAT (projector, infantry, antitank) teams to keep the SPs at a distance. “ Enemy tanks fired their heavy guns into the dell, which we occupied,” he said. “ Our antitank guns could not get up the road because of the pelting fire, so we had to use PIATs to cope with the tanks and our Brens to make them close down. We held them up for about two hours.”


McCARDIE ROTATED THROUGH HIS company positions to fight the battle. A little after 1000 at Company D he sent Private Edwards as a runner to contact Company C. Heading back to the hospital, he saw the unit moving forward. After briefing Major Wright, Edwards went back to join his headquarters during the move up.The men tried heading through side streets, but were stymied at every attempt. Coming under increasing fire, the major was killed by a mortar blast near the hospital.With Wright dead and most of HQ Company out of commission, Company C fell back into positions west of the hospital.

The British and Germans now played a deadly game of hide-and-seek between the buildings. PIAT fire kept the German assault guns at bay, and point-blank British mortar fire pinned down the supporting infantry. Heavy fire down the major roads, however, effectively isolated British troops in the museum and the houses across the street, preventing their resupply. At about 1050 the PLAT ammunition in the museum area gave out. German half-tracks and self-propelled guns boldly drove onto the grounds to help breach the walls, while the accompanying infantry infiltrated the houses across the street. Using brutal and efficient tactics, the Germans snuffed out the British opposition. The StuGs would knock down a house with cannon fire or set it ablaze with phosphorus. Covered by its supporting armor, the infantry sealed the exits and gave the defenders a grim choice— surrender, retreat through machine gun fire or suffer a fiery death. Soon British positions in the wooded dell and the museum were untenable and in danger of being overrun. Orders were given to evacuate the museum. McCardie ordered Major Cain to fall back about 200 yards to the rear, with Company A covering the withdrawal. As B Company withdrew, the Germans burst into the museum and captured most of the defenders on the second floor. “ I suppose it was about mid-morning when I saw the outlines of a large tank through the garden gate,” Lieutenant David Russell remembered. “ I warned the company commander, who sent a PIAT forward to cover the road; we stayed upstairs. The tank milled around, treating the world in general to bursts of MG [machine gun] and big wallops of gunfire. We were as yet untouched. More tanks appeared to have arrived, as there was now gunfire from the bottom road up into the gully and another was reported on the top road….An assault gun moved slowly along the top road, blowing to pieces and setting on fire all the houses around the museum. Up came another tank in our rear and started on our building [museum], the first two rounds taking off the living room, which I just left. I had a quick conference at the foot of the stairs with Staffords’ company commander and other officers; the ground floor was full of wounded. Were we to fight on with small arms against tanks, try to break out, or surrender? We decided that as our object, to join those fighting at the bridge, was impossible and that the building was being systematically demolished and there was nowhere to break out to, we should surrender. I chucked my Sten over a hedge, buried my pistol, and walked out with a handkerchief.”

Across the street, the house held by Lieutenant A.E. Barker’s platoon caught fire, but the troops returned fire as best they could from un-burned portions of the building. At the same time, Cain tried to get his men into the buildings behind Company A, but the advancing SP guns made that impossible. With no place to make a stand, Cain and several of his men pulled out and headed back to the hospital. Lieutenant Colonel McCardie and most of Battalion HQ were run down and captured around the house across from the Crystal Lyceum, about 200 yards west of the museum.

It was now every man for himself, and the few surviving South Staffs fell back through Major Gilchrist’s lines. Caught by surprise and without PIATs, Company A was hit by the same self-propelled guns that had just rolled through the South Staffs. The Germans were on them so quickly that supporting antitank guns were not able to depress low enough to engage the StuGs.

Quickly surrounded, Major Gilchrist and about 30 survivors were isolated in slit trenches just east of St. Elisabeth’s Hospital. After holding up the Germans for about a quarter of an hour with Gammon bombs, they broke out to the north, across the railway cutting, where most were taken prisoner. Only one officer and a few men got away.

After the collapse of the British perimeter around the museum, a short quiet period ensued as the Germans secured the wooded dale and the area east of the hospital.The British used the time to reorganize and form blocking positions behind a thin screen of antitank guns and defended by support troops at the road junction west of the hospital.The losses in the South Stafford line infantry companies that had fought near the museum were devastating. The survivors numbered only about 100 men. Major Cain, the sole surviving officer, assumed command and assembled the remnants into two composite platoons. Built around the uncommitted platoons from C Company, these troops were placed in positions back near the prison to the rear of the 11th Parachute Battalion, which was in the process of pulling out of the hospital area and heading back to the residential area around the intersection of Utrechtseweg and Oranjestraat.

In order to secure his left flank, Lt. Col. Lea now ordered Major Cain to capture and clear Den Brink and then act as a pivot for the attack north. Near the prison, the South Staffs moved forward at approximately 1230. First the platoon commanded by a Lieutenant Badger occupied the northwest corner of the prison compound. Supported by a section of Vickers medium machine guns, Major Cain then captured the wooded hill with the remainder of the battalion, and Badger rejoined the main body. “ It was a good old-fashioned bayonet charge,” remembered Sergeant Ken Woolridge. “ At the start we were shouting, but soon had to keep our breath to get up the slope and into the wood. The enemy fell back quickly from our charge. At the top we were immediately saturated with mortar fire, which burst in the trees like air-bursts.” The exhausted men then found themselves under a shower of mortar shells. While they were exposed and unable to dig in on account of the earth and thick roots, mortar bombs bursting in the trees inflicted a number of casualties, including Lieutenant Badger.

Also around 1230, the 11th Battalion started heading north, With B Company as the firm base, C Company with support from the battalion’s mortars started its attack across the railroad overpass,


EVERYTHING STARTED TO GO WRONG about 1430. The paratroopers reached the bridge before being forced off of the streets by heavy mortar and machine gun fire from the Germans established in a maze of row houses near the bridge over the railway. Boxed in, the British were dispersed in alleyways and gardens and then pinned down while the enemy infantry crept closer. No one knew whether the Germans or the British occupied houses. Soon the German opposition proved too much, and the battalion was forced to pull out, followed by StuGs that had crossed the bridge over the railway. The attack generally went down to Nassau Street and then headed west toward the prison, Lieutenant Colonel Lea was wounded and taken prisoner.The few survivors fell back across the main road and headed to Oosterbeek. Any isolated pockets were overrun when ammunition gave out. The majority of C Company was captured, but some of B Company escaped. Altogether only about 150 men got away.

The Germans kept the pressure up on the South Staffords, Supported by another round of mortar fire, they sent in tanks from the road just north of the prison. The company from the 11th Battalion fell back and withdrew through Major Cain’s positions, taking a good number of South Staffs with them. Isolated by the heavy enemy fire, Major Cain could not hold on in the face of the new German threat and was forced to withdraw the remaining South Staffs from Den Brink and rally in the general area of the Oosterbeek Laag Railway Station.

“ It would have been a sheer waste of life to stay there,” Cain bitterly remembered. “ I had no orders to retire, but I remembered what had happened at the monastery. I felt extremely dejected. I knew that our particular effort to get through to the bridge was a failure and that we had been thrown out of the town.”

By late afternoon a general retreat was underway out of west Arnhem. Anyone not immediately threatened began leaving by foot or vehicle and started to gather in Oosterbeek in small groups. Those trapped in houses or left behind were mostly taken prisoner. By the evening of the 19th, the remnants of the South Staffs and the 11th Parachute Battalion occupied a small built-up area on the east side of the perimeter. A Vickers platoon and the remaining antitank guns supported them. Apart from intermittent mortar fire, the Germans did not press their attacks for the remainder of the night, and the troops were able to snatch some desperately needed rest.

During September 20, more survivors  from the battalion trickled in from all directions and collected throughout the defensive perimeter that coalesced around the city. “ We were a mixed lot, four or five of our signal platoon, two men from C Company, an orderly room clerk, and myself,” Lance Cpl.James Bird said. “ An NCO from the signal platoon was in charge of us. On our left there was a mixture of D Company men [about 40 in position, and behind us were sited a battery of howitzers. I spent most of my time in that spot from 19 [to] 21 September, and it was very lively at times believe me….Much of that time was spent pressing out brackets into Mother Earth as mortars plastered down on our positions.” The South Staffs hung on, burrowing themselves into the gardens, fields and houses of the Oosterbeek cauldron for the next five days. Constant sniper and mortar fire took their toll on the tired, hungry troops who held their posts against unrelenting enemy pressure. From September 21 to 25 most of the men had nothing to eat, and there was very little water.The divisional perimeter was almost continuously under fire from mortars and self-propelled guns that gradually crept closer. Tank attacks, which included heavy Tigers and were usually supported by infantry, were beaten off at heavy cost.

The decision to evacuate the Oosterbeek perimeter was made on Sunday the 24th and put into motion the next evening. The perimeter began thinning out after dark, and the crossings started at 2200. The withdrawal was covered by the medium and heavy guns of the British XXX Corps south of the Rhine River. The glider pilots acted as guides for the troops, who traveled down in the dark to the evacuation points on two routes laid out by sappers. All of the medical staff and chaplains remained behind to tend the wounded. The last troops from the 1st Airborne Division evacuated from the north side of the Rhine before daylight were elements of the Border Regiment and South Staffords.

The savage battle in western Arnhem on September 19 proved decisive to the British defeat. The failure to break through and relieve the paratroopers holding the bridge led to the virtual annihilation of the British 1st Airborne Division and the ultimate failure to capture a critical objective of Operation Market-Garden. The South Staffs had gone into battle with 47 officers and 820 soldiers of other ranks. Only six officers and 133 enlisted men returned.


William Brooks is a retired naval officer For further reading, try By Land, Sea and Air: An Illustrated History of the 2nd Battalion, The South Staffordshire Regiment 1940-1945, by Alexander Junier and Bart Smulders with Jaap Korsloot.

Originally published in the September 2004 issue of World War II. To subscribe, click here.