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In the waning days of spring 1940 it was almost possible to forget there was a war on. True, Poland had been overrun and the boys had been mobilized again, but for months the British and French armies had sat in northern France waiting for a German invasion that did not seem to be coming. By June, though, the so-called “Phony War” was well and truly over. Only a few weeks before, people had joked about the “Sitzkreig,” but now the battered remnants of the British Expeditionary Force and a lucky few of their French comrades in arms were being evacuated from Dunkirk by a gypsylike flotilla of Royal Navy ships, merchantmen and small private boats. It seemed like everything in England that could float was bobbing in the waters off the coast of northern France.

As miraculous as the evacuation was, those in the highest levels of authority realized that Great Britain now faced a very grim future. Prime Minister Winston Churchill, who had taken office on May 10, 1940, the same day the German onslaught into France began, promised the world that the British people would defend their island, whatever the cost: “We shall fight on the beaches, we shall fight on the landing grounds, we shall fight in the fields and in the streets, we shall fight in the hills; we shall never surrender.” Hearing this, Minister of War Anthony Eden is said to have muttered: “Fight? What with? Broken bottles?”

For all the prime minister’s stirring words, the fact was that Britain was virtually defenseless. When the British army landed in France in 1939, planners had assumed that the worst that could occur was a repeat of the stalemate of a generation before. What happened was infinitely worse. The German offensive sliced through the Allied armies with a speed few could have imagined. In a matter of weeks the question was: What could be done to prevent the entire BEF from being captured? While it was indeed miraculous that some 300,000 British and French troops were saved at Dunkirk to fight another day, the awful truth was that they had left everything behind. Heavy equipment— tanks, artillery, trucks, everything needed to fight a modern war—was abandoned as the men made their way to the ships.

Expecting an invasion at any moment, on June 30 Churchill met with Lt. Gen. Andrew Thorne, commander of XII Corps. Thorne was responsible for the defense of the southeast coast of England, where any invasion was most likely to take place. The general’s report was grim. The entire corps had only one fully trained division and was equipped with a mere handful of guns of large enough caliber to stop a tank. Worse still, not even considering the possibility of France’s complete surrender, military authorities had done almost nothing to prepare adequate coastal defenses. What few positions there were had been built to protect the east coast from attack across the North Sea. In desperation, the prime minister asked his corps commander to draw up plans for the potential use of mustard gas.

Churchill had already given General Sir Edmund Ironside, commander in chief of Home Forces, the task of developing a system of strongpoints or “stoplines” intended to delay any invasion long enough for mobile reserves to be brought into action. Construction had already begun, but even these much-anticipated defensive barriers showed how desperate the situation had become. At one of the main stopline positions, gun emplacements were equipped with obsolete 13-pounder guns of World War I vintage. Concrete pillboxes built to house the guns had been constructed without any escape route for the crews. The struggle, when it came, would be a fight to the death. Working at a frantic pace, by the end of September the British had put in place 18,000 such stopline positions throughout the United Kingdom.

Across the country, 14 million copies of a leaflet titled “If the Invader Comes: What to Do—And How to Do It” were delivered to households. One passage soberly admonished civilians: “Think before you act. But always think of your country before you think of yourself.” Housewives visiting the post office to buy stamps found leaflets on guerrilla warfare on display. One leaflet advised that the enemy would be likely to confiscate private cars and use civilian women drivers to reduce the risk of attack. “If you happen to be standing in a ditch or behind a tree or some other position of safety” it advised, “and you have some kind of grenade or bomb in your hand, and a car comes along with enemy officers, driven even by your best friend, you must let them have it. It is what your friend would want you to do.”

With invasion believed to be imminent, the population was expected to go down fighting. The slogan that summer was a simple message of defiance—you should fight to the death to defend your home against the Germans. Within six weeks of a radio appeal for men to come forward to form a part-time army of unpaid civilian soldiers, more than 1.5 million men had volunteered for what would become the Home Guard.

Unknown to all but a select few, another force came into being that summer as well. For years, the British army had seen how effective a small, determined irregular force could be against regular troops. Boer commandos had badly damaged British units in South Africa; the legendary T.E. Lawrence had led the Arab irregulars against the Turks in 1916, the same year that the Irish Republican Army had risen against the British in Dublin. More recently, Colonel Colin Gubbins had observed the war in Finland and seen how a “stay behind” guerrilla force had created havoc behind enemy lines. An artillery officer by training, Gubbins had fought against the IRA during the Irish uprising and led irregular forces of his own in Norway. Now Churchill, always a fan of dramatic, adventurous ideas, authorized the creation of a new guerrilla unit. For the first time, a government would create an official resistance movement to fight a terrorist war behind enemy lines.

Starting in the counties most at risk and gradually spreading around the coast from northern Scotland to South Wales, quietly and without fuss, certain individuals were approached by Gubbins or members of his staff. Those selected were countrymen, landowners, poachers—men whose presence in fields and woods would not be questioned. Within a few weeks, a force of men and a few women had been recruited to perform intelligence gathering, sabotage and assassination missions against the anticipated German invasion force. Rather than fight the invaders, their job would be to go underground as soon as the enemy landed and to emerge after occupation commenced.

Among those who volunteered to serve in these Auxiliary Units were Peter Fleming, the brother of James Bond’s creator Ian Fleming, and film actor Anthony Quayle. The actor later remembered one of his unit’s other characters, the onearmed Peter Robson. Proudly describing himself as having a pedigree longer than that of his employer, the duke of Northumberland, Robson was descended from a “long line of mole catchers” and knew his countryside intimately. Robson would not allow a physical disability to interfere with his fighting ability. An expert marksman, he fitted a hook to his belt to enable him to pull out the pins on his grenades. Quayle remembered that Robson “handled a gun as though it was an extension of his arm.”

Charlie Mason, a young married man working for the Royal Air Force as an aircraft engineer, knew he would not be conscripted but was still determined to do his bit. Although he had no military training, Mason quickly agreed when a friend asked if he would be interested in joining a special unit. “It was the poaching at night, being able to hide and move into a wood and also being able to understand animal sounds that got me in,” he later told the BBC. “Because I was connected with the RAF, I was getting information that the public didn’t know about. The pilots told me they had been on raids bombing barges and boats and that they had seen German troops embarking and disembarking. ‘Rest assured they are coming’ the pilots said, so I was convinced.”

Others, like Frederick Simpson in Dorset, were already members of the Home Guard when the call came for volunteers for a dangerous job. “I, together with three others, stepped forward and, with two or three from a neighbouring village, we were taken out of the Home Guard and formed into a patrol of seven men—all poachers, gamekeepers, farm or countrymen,” Simpson told David Carroll, author of Dad’s Army: The Home Guard 1940-1944. “We were given uniforms and denim overalls, and a shoulder tape with the words ‘Auxiliary Regiment’ with a patch below numbered ‘203.’ All square bashing [drill] stopped and, after signing the Official Secrets Act, we became guerrillas.”

Recruits to the Auxiliary Units were ordered to report for training at “GHQ Auxiliary Units, c/o Highworth, Wiltshire.” The address was deliberately vague; visitors would find themselves directed to the local postmistress, Mabel Stranks. Everyone sent to Coleshill House, the Auxiliary training depot, met her first. Few survivors doubt that she was responsible for vetting arrivals and that she played a far more important role than she ever admitted.

It was at Coleshill House, which was destroyed by fire in the 1950s—prompting conspiracy theories about its true role in the war—that the volunteers found themselves introduced to sabotage, demolition and the intricacies of guerrilla warfare. Their instructors were led by Captain W.E. Fairburn, formerly of the Shanghai Municipal Police and an expert in fighting techniques. Co-inventor of the Fairburn-Sykes fighting knife—later to become the symbol of British Commando forces—Fairburn was also the author of All-in Fighting. With its comic book illustrations of square-jawed British Tommies inflicting a wide variety of ingenious damage to thuggish-looking Germans, the book showed how to kill the enemy with bare hands and feet, with chair legs and even with a matchbox. It showed how to immobilize a prisoner by forcing him to sit with his legs around a signpost in such a way that to move would kill him. Throughout the text, Fairburn emphasized the need to show no mercy—ever.

After learning the rudiments of guerrilla operations, graduates returned to their home areas and were formed into seven-man patrols. Each patrol of seven worked on its own. They neither knew nor wanted to know neighboring auxiliaries in case they were captured. Operating as individual cells, they thus could not compromise others if captured. Fearing reprisal or a breach in security, not even the families of members were allowed to know of their covert activities.

For administrative purposes, the various patrols were formed into three battalions: 201 based in the north of England and Scotland, 202 in the Midlands and 203 in London and the southern counties. No record was kept of exact numbers, and none of the units appear on the official organizational charts of the Home Guard, but it is believed that some 5,000 men and women eventually served in the three battalions.

From Cape Wrath in the north of Scotland, around the east coast of Britain and west as far as southern Wales, the seven-man patrols worked to prepare their Operational Bases (OBs) in abandoned coal and tin mines, tunnels dug centuries before by smugglers, ancient Pictish ruins that had already withstood countless raids by Vikings and Norman soldiers in earlier invasions, and in underground bunkers whose existence would remain unknown to locals for decades after the war.

To enter Frederick Simpson’s OB, one had to look for a cotton reel hidden in a clump of bushes. Pulling on this revealed a steel wire that raised a trapdoor just enough so that it could then be swiveled on its support to expose a descending shaft with a ladder. In Yorkshire, Ed Maltby’s men entered their OB by pushing on a section of wall in a ruined windmill. This would slide back to allow them in. Out in the fields, a trapdoor hid an escape tunnel. Even today, OBs remain undiscovered despite the best effort of the Defence of Britain Project to catalog all the invasion defenses.

Auxiliaries were under no illusions about their chances if invasion came. OBs were stocked with supplies for just two weeks. Few expected to live beyond that. “I don’t know what would have happened if the Germans had invaded,” Simpson remarked. “The worst of it was knowing that our families, if not dead, would have been in enemy hands and liable to be shot if we started anything….To know that we would not last long after our first attack did not bother us; I am sure we would have fulfilled our purpose.” That purpose, to slow down the enemy long enough to allow a regular army to become organized and counterattack, meant that Charlie Mason, based near the port of Hull, would be called upon to keep the invaders bottled up in the town.

“Once we were cut off behind German lines there would be no information coming in,” Hull remembered. “We would make our own decisions….We destroyed anything that we wanted to destroy. It didn’t matter if it affected our own people….It was agreed that you never left anyone behind injured. We killed him and booby-trapped the body….If there was any danger of being captured you shot yourself and the rest of the unit. We were told all this before we signed on. We were told that the expectation of life on operations was two or three weeks.”

When the tide of Axis success was turned back by the Battle of Britain, and Adolf Hitler turned his attention to the Soviet Union, the respite gave England time to rebuild its armed forces. By 1944 the threat of invasion was gone. The Home Guard was disbanded and with it Gubbins’ Auxiliary Units stood down.

Rather than cease their covert activities, many of the auxiliaries volunteered and served with the Special Air Service and other special forces. Most, however, simply returned to their civilian lives. In a letter to the auxiliaries in November 1944, their last commander, Colonel Frank Douglas, thanked them for their service but added: “In view of the fact that your lives depended on secrecy, no public recognition will be possible. But those in responsible positions…know what was done and what would have been done had you been called upon….It will not be forgotten.” Sadly, it was. In the hurry to create the covert units, many of the auxiliaries had never been officially enlisted. At the end of the war, they were not eligible even for the Home Defence Medal worn proudly by veterans of the Home Guard.

It was not until 60 years after they had first volunteered that this injustice was finally corrected. With the medals came the right to claim a pension for their service. But for the men and women who would have formed the last line of resistance against the Nazis, it had never been about reward. It had been about freedom.


Originally published in the March 2006 issue of World War II. To subscribe, click here