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By 1940 the high tide of German victories seemed to presage a ruthless, nightmarish Nazi hegemony over the European continent, a possibility Winston Churchill warned might sink the world “into the abyss of a new Dark Age made more sinister, and perhaps more protracted, by the lights of perverted science.” Yet by early July, the new prime minister had solved some of the most daunting problems a statesman has ever confronted: the collapse of France, British political opposition to a continuation of the war, relations with the United States and the technological threat represented by the Luftwaffe‘s blind bombing capabilities. Churchill had set Britain, and eventually the United States, on a path toward the destruction of Nazi Germany.

May 9, 1940. Late in the afternoon three of Britain’s most powerful politicians—Prime Minister Neville Chamberlain, Foreign Secretary Lord Halifax and First Lord of the Admiralty Winston Churchill—gather in a room. No stenographers are present, but Chamberlain’s diary and the memoirs of Halifax and Churchill sketch out how their discussion likely progressed. The meeting would determine who would be the next prime minister and thus chart Britain’s perilous course over the next several years and perhaps for decades to come.

Chamberlain had just watched in humiliation as more than 100 Conservative members of parliament voted against his government. Clearly, he could no longer serve as Britain’s leader. But who would succeed him? As head of the Conservative Party, Chamberlain holds the decisive vote. In the meeting he first offers the position to Halifax, who had supported the government’s appeasement policy throughout the late 1930s and claims widespread support among the Conservative majority, which has dominated the House of Commons since 1935.

Yet, the prime minister’s offer is conditional: Chamberlain would remain in government and head the House of Commons, while Churchill would run the war. Halifax would lead the government in the House of Lords. In effect, he would assume a titular position. He turns down the offer. As Halifax later explained to Sir Alexander Cadogan, the No. 2 man in the Foreign Office: “If I was not in charge of the war, and if I didn’t lead in the House [of Commons], I should be a cipher.” Chamberlain clings to the hope he can remain in office—that is, until the refusal of Labor Party leaders later that afternoon to join a unity government.

And so Churchill becomes prime minister under the most inauspicious of circumstances—a fact he fully appreciates. As he remarked to his detective guard after receiving his appointment from King George VI: “God knows how great the [task] is. I hope that it is not too late. I am very much afraid that it is. We can only do our best.”

Many of Britain’s elite are initially hostile to his assumption of office, including the king himself, Halifax, most of those who had supported Chamberlain’s dismal appeasement policy, many of Britain’s leading military figures, most Conservative members of parliament and others who simply mistrust the new PM’s judgment. The first time Churchill walks into the House as prime minister, the Conservative benches maintain a grim silence, while they greet Chamberlain with cheers. Churchill retorts by informing the party’s chief whip that a similar demonstration in future will force him to seek a popular election, which, given the Conservatives’ failed foreign policy, would result in a political disaster for them.

For the next two months, Churchill would tread warily through the political minefields while making a series of ruthless decisions, such as dropping arch appeaser Samuel Hoare from the cabinet and shipping him off to Spain as British ambassador. Ironically, one of Churchill’s major supporters would be Chamberlain, who came to realize Britain could reach no accord with Adolf Hitler, an opinion Halifax did not share—which may have played in Chamberlain’s offer of a nominal prime ministership.

But Churchill’s political difficulties would pale in comparison to what he was to confront in the strategic and military realms.


On May 10, 1940, the day Churchill took office, the Germans came west with a vengeance. Over the previous six years the West had lost every advantage it once held over Nazi Germany. Moreover, the refusal of Allied governments to undertake any significant military actions against the Reich since its declaration of war on Sept. 3, 1939, had allowed Germany to husband its strength for one great blow. That blow fell during Fall Gelb (Case Yellow), code name for the spring 1940 offensive. Though the Germans left less than half a dozen divisions along the border with Soviet-occupied Poland, the Soviets would stand by and watch the Western Front vanish.

Germany held only marginal advantages in ground strength, but the Luftwaffe boasted air superiority on the Continent, as many of the Allies’ most advanced aircraft were committed to the defense of the United Kingdom. One lasting myth is that France collapsed before the German onslaught with little opposition. In fact, most French soldiers fought tenaciously: More than 100,000 of them would die pour la patrie during the Battle of France. Due to appallingly bad leadership at every level of the French military, however, their efforts were for naught.

In March 1940, French commander in chief Maurice Gamelin, among the most arrogantly incompetent generals in French history, transferred the army’s main reserve from the Reims area, where it was ideally positioned to smash into the main German line of advance through the Ardennes, to the far west of the Allied line, where it was to play no significant role. On May 12, three German panzer corps arrived on the banks of the Meuse. Over the next three days, they achieved one of history’s most decisive tactical victories, which ultimately led to the Fall of France.

Churchill’s first inkling of the unfolding disaster came on May 15, when, as he later recalled in his memoirs, he received a despairing call from French Prime Minister Paul Reynaud: “We have been defeated. We are beaten. We have lost the battle. The road to Paris is open. We are defeated.” The British immediately dispatched to France four more Hurricane fighter squadrons. The next day, as bad news continued to pour in, Churchill flew to Paris to meet with Reynaud and Gamelin. Churchill first asked in English, “Where is the strategic reserve?” and then in his appallingly bad French, “Où est la masse de manoeuvre?” Gamelin’s one-word reply, “Aucune!” (none), was an admission of strategic and operational bankruptcy.

Churchill then faced the difficult task of bucking up a deeply discouraged French leadership that was certain of its pending defeat—a correct assumption at least as far as metropolitan France was concerned. That growing defeatism at the highest levels only deepened when Reynaud fired Gamelin, replaced him with General Maxime Weygand and recalled aged French Marshal Philippe Pétain from his position as French ambassador to Spain. Both soon participated in efforts to undermine the Reynaud government and seek an armistice with the Germans. Thus, Churchill also confronted the hard reality that Britain’s main ally was faltering in its willingness to pursue the war, while on the home front Halifax was insisting both within and outside the cabinet that the military situation was hopeless and Britain must cut a deal with the Nazis before it was too late.

The most obvious aid the British could provide was to send further fighter squadrons to reinforce a French air force that had begun its rearmament far too late, was being badly battered by the Luftwaffe and was losing bases in northern France to onrushing German panzer divisions. But every squadron Britain sent to France diminished its own defenses. Air Chief Marshal Sir Hugh Dowding, the head of Royal Air Force (RAF) Fighter Command, vehemently resisted sending his squadrons to France. On May 20, Churchill, who unlike U.S. President Franklin Roosevelt was never to overrule his military advisers during the course of the war, bowed to Dowding’s strong protests.

The issue came up again in early June, when desperate French appeals for air support led Churchill to re-approach the cabinet for additional air support. The most to which his colleagues would agree were three more squadrons of Hurricanes. Again Dowding spoke out strongly against the allotment, pointing out that between May 8 and 18, Fighter Command had lost 250 Hurricanes, with additional heavy losses among Spitfire squadrons on the Dunkirk perimeter.

Churchill also had to address a looming technological issue. R.V. Jones, a 29-year-old Cambridge-educated physicist, had been recently appointed the Air Ministry’s deputy director of intelligence research. On the basis of fairly flimsy evidence, Jones determined that the Germans were planning to use intersecting radio beams for blind bombing at night or in periods of bad weather. Virtually the entire RAF senior leadership and many of Britain’s leading physicists dismissed Jones’ theory as sheer nonsense, unworthy of further investigation.

Regardless, the matter went before the cabinet, and Jones was forced to defend his conclusions. No one in the room accepted his arguments—except the prime minister. Here Churchill proved his ability to divine what really mattered. Even if there were only a 5 percent chance Jones was correct, Britain could not afford to gamble. Churchill ordered the RAF to test Jones’ theory. Sure enough, on the second night of tests, an RAF aircraft equipped with sophisticated radio gear detected the German Knickebein (crooked leg) system. In the winter of 1940–41 the British were able to use countermeasures to distort the system, rendering ineffective most of the German night bombing raids at a time when the RAF had few other defenses.


May 20, the same day Churchill suspended further air reinforcements to France, the prime minister ordered the admiralty to begin gathering “a large number of vessels in readiness to proceed to ports and inlets on the French coast.” As the German drive curved toward Abbeville and the English Channel , the British were forced to consider how and when to save their army.

The French showed no interest in preparing for any such evacuation from the steadily forming pocket. In fact, General Weygand, the new commander of the French army, seemed bent on creating a morass even the British could not escape. He proposed a major drive, led by units of the British Expeditionary Force, from the Allied left in Belgium to the south, where they would supposedly meet up with nonexistent French forces driving north.

Here, Lord Gort, commander of the BEF, took matters into his own hands. Gort was not a great general, or even necessarily a competent one, but at the right moment he made the absolutely right decision. Initially, he was willing to launch a counterattack; a British tank attack near Arras had caused the Germans some bad moments. But now, facing a German advance toward his rear and with no significant help from the French, Gort ordered his forces to retreat to the channel coast. It was a decision of great moral courage that made possible “the miracle of Dunkirk,” enabling the British army to fight another day.

Nevertheless, Gort’s decision caused Churchill great difficulties with the French. Weygand blamed the British for thwarting his plans to launch a counterattack. And now Allied forces were gathering along the channel coast to attempt the impossible—an amphibious evacuation of more than 300,000 men. To German and French generals, the channel was a realm where serious military operations simply did not take place.

But in grand British naval tradition, the world’s oceans comprised a great highway. As Churchill was to say later, wars are not won by evacuations, but Dunkirk represented a great moral victory, one that Churchill’s magnificent oratory further magnified.

Meanwhile, Churchill was shuttling back and forth in a desperate attempt to keep the French in the war, at one point suggesting to Reynaud a union of their two nations. But Pétain’s and Weygand’s infectious defeatism had spread, and no amount of Churchill’s persuasive rhetoric could dissuade the French leadership from its belief that all was lost. The collapse of French defenses along the Somme in early June forecast the impending fall of metropolitan France. Churchill urged the French to fight on from their territories in North Africa and elsewhere. But to French leaders like Pétain, there was nothing of worth outside la belle France. Moreover, they were convinced Britain, too, would soon fall to Hitler’s seemingly invincible legions. Or as Weygand put it, Britain would “soon have her neck wrung like a chicken.”

In a meeting with the French less than a week before they capitulated, Churchill urged them to at least pursue the option of guerrilla war, a suggestion Weygand rejected out of hand even though their ancestors had pursued precisely that course against the Germans during the Franco-Prussian War. Churchill underlined Britain’s intention to fight on no matter the cost. When Reynaud asked what the British would do when the might of the Wehrmacht fell on them, Churchill replied furiously, “Drown as many as possible on the way over, and then frapper sur la tête [strike on the head] anyone who managed to crawl ashore.”

That “certain eventuality,” as British chiefs of staff termed the Fall of France, became official on June 22, when Marshal Pétain’s government signed an armistice with Nazi Germany, ending the first phase of the conflict.


As France steadily succumbed, a new threat had reared its head: Fascist Italy. The worse the news was from France, the more obvious became Benito Mussolini’s desire to join his fellow dictator at feasting on the spoils of victory. The French leadership pleaded with its Allies to bribe “Il Duce” to stay out of the war. No one, Churchill included, recognized the incompetence that would undermine Italy’s ability to be anything but a drain on the Germans.

There had been an opportunity in late August 1939 to draw Mussolini’s regime into the war. At the time, Allied ground forces in Egypt and Tunisia could have savaged Italian forces in neighboring Libya while their navies drove the Italian navy into hiding. But Allied generals, admirals and politicians had been too pusillanimous to take the plunge. Chamberlain had actually raised the possibility of a preemptive strike, but the French and British chiefs of staff had talked the prime minister out of the idea even as the Blitzkrieg enveloped Poland.

On June 10, Mussolini made the first move, announcing from the balcony of Palazzo Venezia in central Rome to the bellowing multitudes below that Fascist Italy was entering the war on Germany’s side. Roosevelt summed up the move in a speech later that day at the University of Virginia: “The hand that held the dagger has struck into the back of its neighbor.”

In the week before the French quit, Mussolini launched a series of ill-planned attacks on southern France that resulted in tens of thousands of Italian casualties. Over the coming year the Italians would suffer further disastrous defeats at the hands of small British forces. But that was in the future.


As the situation on the Continent deteriorated, Halifax pressed Churchill to reach a deal with the Germans. The differences between the two boiled over during a May 27 cabinet meeting. The prime minister criticized France’s repeated attempts to drag Britain into negotiations with the Germans. “Under no conditions would we contemplate any course except fighting to the finish,” he insisted. Halifax suggested to colleagues that Britain should still entertain a German offer “which would save the country from avoidable disaster.” He pointed to Churchill’s own recent admission that peace might be possible should the Germans offer terms that would not compromise Britain’s independence.

As Halifax recorded in his diary: I thought he [Churchill] talked the most frightful rot, also [cabinet minister Arthur] Greenwood. And after bearing it for some time, I said exactly what I thought of them, adding that if that was their view, and if it came to the point, our ways would separate.

But there was never any indication Germany was willing to guarantee Britain’s sovereignty. And, of course, Hitler never had any intention of allowing Britain true autonomy. This would become clear in late June after Under-Secretary of State for Foreign Affairs Rab Butler slipped a message to the Swedish ambassador to London suggesting the British government was willing to deal with the Germans, should it receive any indication Hitler was willing to offer reasonable terms. Unfortunately for Butler and Halifax, who undoubtedly knew of the backdoor offer, the import of the message leaked out. Churchill sent a terse note to the Halifax, saying that he found Butler’s language “odd” and making clear that if push came to shove, Halifax would go the way Hoare had gone. The foreign secretary quickly replied that he had seen Butler’s notes on the conversation, and it all was a terrible misunderstanding.

Churchill was now in firm control of the political landscape. His rhetoric had reached deep into the soul of the British people. Even many Tory members of parliament, who might have supported Halifax in May when Churchill first took over, had by mid-June rallied around their prime minister. But Churchill still faced the most daunting question: How was Britain—standing alone, even if united—to win the war?

Here Churchill’s deep sense of history and human nature came into play. The prime minister recognized the Third Reich for what it was: not only a terrible strategic danger to Britain but also a moral one. There could be no compromise. From Churchill’s perspective, the strategic interests of the United States and the Soviet Union also could not allow Germany free rein over much of Europe. The prime minister had his work cut out for him with regard to the Soviet Union, given his longstanding, open animosity toward the Bolshevik regime. But the Soviets represented no immediate threat, while the Nazis were a clear and present danger. Churchill was willing to suspend his views on Bolshevism.

The prime minister sent Sir Stafford Cripps, the British ambassador to the Soviet Union and an ideological Marxist, to Moscow in an effort to persuade the Communists that their interests lay in opposing the Nazis. The Soviets, however, refused to see the obvious. On June 18, 1940, the day after France fell, Soviet Foreign Minister Vyacheslav Molotov extended to the German government “the warmest congratulations of the Soviet government on the splendid successes of the German Wehrmacht.” One year and four days later, on the morning of June 22, 1941, he would bemoan the onset of the German invasion of the Soviet Union to the German ambassador: “What have we done to deserve this?” In truth he was right; the Soviet Union had done everything it could over the course of the past year to appease Nazi Germany, including massive infusions of raw materials into the German war economy. In fact, the last Soviet goods train would cross into German territory barely two hours before the start of Operation Barbarossa. While Churchill had not managed to thwart the misalliance between Nazi Germany and the Soviet Union, he had correctly forecast that their marriage of convenience would not last long.


Accord with the Americans represented a more pressing need. Britain would soon exhaust its foreign currency reserves, thus losing its ability to foot the enormous production costs the war was already imposing, much less the projected vast expansion of the RAF and Royal Navy. The United States alone possessed the financial and productive capacity to keep Britain in the war.

From the moment Churchill became prime minister, he engaged the Roosevelt administration in a delicate diplomatic dance. The U.S. president was himself in a precarious political position, as he was about to announce his candidacy for an unprecedented third term. Moreover, many Americans believed the United States should not entangle itself in Europe’s difficulties. Isolationist leaders like Charles Lindbergh vociferously denounced virtually every move the administration made to support the Allies. While more Americans believed the United States should support the British and French economically, many of them were also opposed to any direct American intervention in the war.

As the French free fall accelerated in late May 1940, Roosevelt and his chief advisers seemed to have concluded Britain would soon follow. Spurring this belief was Joseph Kennedy, the pro-appeasement American ambassador to the Court of St. James, who insisted the British had little chance against the Nazi war machine and would quit the minute the Churchill government folded. Roosevelt and his military advisers especially feared that the Axis might gain control of the Royal Navy and French fleet and add them to the Kriegsmarine and Italian navy. Such a force would threaten the U.S. Atlantic Fleet at the same time the Imperial Japanese Navy posed a significant threat in the Pacific. The United States had ramped up naval warship production in 1938, but the fruits of that effort wouldn’t be available until 1942 at the earliest. Thus, Roosevelt’s initial communications with Churchill urged the prime minister to send the Royal Navy to Canada to work in coordination with the U.S. Navy, if and when—emphasis on when —the British position collapsed.

Churchill played hardball with his American cousins. He made it clear that as long as he was prime minister, Britain would remain committed to the war against the Third Reich. But his missives also suggested that without substantial American aid, Britain might not be able to continue the struggle. Kennedy was undoubtedly reporting that other British cabinet members desired to reach an accommodation with Nazi Germany. If they could drive Churchill from office, Britain would no longer be bound by any promises he might make to the U.S. Churchill admitted as much in a message to the Canadian prime minister that was deliberately forwarded to Roosevelt: Obviously, I cannot bind a future government which, if we were deserted by the United States and beaten down here, might very easily be a kind of [Norwegian collaborator Vidkun] Quisling affair, ready to accept German overlordship and protection. The warning was clear: Support us or face the possibility of a worldwide coalition of enemies with only Canada as an ally.

Churchill still had to persuade the Americans that Britain was in it for the long haul. His solution was as ruthless as it was strategically brilliant. In early July 1940, the Royal Navy determined to disarm the French fleet. The move was executed with minimum bloodshed in Alexandria and in British ports, but the main French fleet units in North Africa resisted the effort. On July 3, following fruitless negotiations at the Mers-el-Kébir naval base in Algeria, the Royal Navy’s Force H from Gibraltar unleashed a murderous salvo of 15-inch shells, destroying the French battleship Bretagne and heavily damaging the battleships Dunkerque and Provence , as well as the destroyer Mogador. Nearly 1,300 French sailors died in the attack. In retrospect, the British had probably overreacted, but given the exigencies of the moment, they had no choice.

Admiral Dudley Pound summed up the raison d’état of the British action to the French naval attaché shortly before the action: “The one action we had in view was winning the war.… All trivialities, such as questions of friendship…must be swept away.”

In a rousing speech before the House of Commons on July 4, the day after the attack, Churchill similarly defended the action—one that showed Britain could act as ruthlessly in defense of her interests as the Fascists and Nazis. The prime minister sat down to thunderous applause. The Conservative Party was now his. Moreover, Mers-el-Kébir proved Churchill’s mettle to the Americans. As Roosevelt adviser Harry Hopkins later confided to Churchill’s private secretary, John Colville, Mers-el-Kébir had persuaded the president that Britain would “stay in the fight, alone, and if necessary for years.” Teams of American officers would soon hold talks with British counterparts, while the administration took its first steps toward providing Britain with substantial aid.

Many challenges, including the Battle of Britain, lay before Churchill and his people. Nevertheless, in his first six weeks, the new prime minister had made a series of decisions that not only mobilized his own country to the terrible tasks that lay before it but also bolstered other democratic nations against the threat of Nazi tyranny. For that he certainly merits consideration as the 20th century’s greatest leader.


For further reading, Williamson Murray recommends: Winston S. Churchill: Finest Hour, 1939–1941 , by Martin Gilbert, and Ten Days to Destiny , by John Costello.


Sidebar: The Tragedy of the French Fleet

An excerpt from Churchill’s address to the House of Commons on July 4, 1940, the day after the attack on Mers-el-Kébir:


We are moving through a period of extreme danger and of splendid hope, when every virtue of our race will be tested, and all that we have and are will be freely staked. This is no time for doubt or weakness. It is the supreme hour to which we have been called.… [We shall] prosecute the war with the utmost vigor by all the means that are open to us until the righteous purposes for which we entered upon have been fulfilled.