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Even as the famous flotilla departed France, British general Archie Beauman was conjuring up his own miracle hundreds of miles to the south.

Brig. Gen. Archibald Bentley Beauman, taking stock of his troops’ situation in northern France on the evening of May 20, 1940, was concerned, to put it mildly. In a lightning advance, the panzers of Germany’s Army Group A had just reached the English Channel coast at the mouth of the Somme River, driving a wedge between the British Expeditionary Force (BEF) and its supply lines.

The British Army, along with the armies of France and Belgium, was trapped to the north in a pocket that would force them back to the sea and, beginning a week later, to their evacuation across the beaches of Dunkirk. To the south, however, were 140,000 hastily trained labor troops sent to France to unload ships, build roads, and guard depots—a motley crew of clerks, cooks, and elderly reservists. Called “the useless mouths” by Lord John Gort, the commander of the BEF, they had never expected to fight. But as their French allies crumbled, these men were called upon to hold back the Germans while millions of tons of desperately needed stores and equipment—not to mention soldiers—were shipped back to Britain to shore up its defenses against a Nazi invasion.

Already, a mobile bath and laundry unit was fighting SS troops to hold St. Pol, while the port of Dieppe was being held by the former patients of the BEF’s venereal disease hospital. Turning this hodgepodge of men and units into an army fell to the prickly and independent Archie Beauman, newly recalled after being thrown on the scrap heap a year earlier. It was not the sort of command he had hoped for, but he knew Britain’s future depended on it.

In 1918, at the age of 29, Beauman had been one of the youngest brigadier generals of the First World War, leading the 69th Infantry Brigade of the 23rd Division during the Italian campaign. A rising star, he had studied alongside another future general, Bernard Montgomery, at the Army Staff College. In the cash-starved interwar period, though, the army stagnated. Beauman’s commands in India and the Middle East were followed by a spell as aide-de-camp to King George V, but he lacked the connections and income needed to get ahead in the peacetime army. In frustration, he watched as an officer with no combat experience rented a hunting lodge to entertain members of the promotions panel and was duly awarded the rank of major general. “Even if I had been prepared to sink to such tactics,” he later wrote, “I could not have afforded them.”

Toward the end of 1938, Beauman finally tired of the “dreary old men” and their seeming lack of interest in modernizing the army and retired. In the spring of 1939, he bought a home and started a business. He was, as he put it, “well set for a prosperous future.” Then Germany invaded Poland, and Britain was again at war.

Beauman was immediately recalled. Ordered to board a ship to France on the day war was declared, he learned mid-Channel that his assignment was to pave the way for the BEF’s arrival by setting up the army’s “lines of communication”—its supply and reinforcement routes.

It was a daunting task. The BEF was a pale shadow of its First World War incarnation. Across its worldwide empire, the British Army could muster just 2,000 vehicles. When General Montgomery’s 3rd Infantry Division was ordered to leave for France soon after the outbreak of war, it was delayed for days by the army’s logisticians, who were nervous that an undertrained army was traveling to war in a fleet of commandeered laundry vans.

While cutbacks had left the army poorly equipped and trained, its logistics operation had been allowed to wither and die. Asked to supply suitable officers to work on the lines of communication, the commanding officers of front-line units seized the opportunity to rid themselves of the “odds and sods” who, for whatever reason, didn’t fit in with their regiments. Beauman now had to prepare for the arrival of 30,000 men in the next couple of weeks with a staff made up of officers largely regarded as incompetent.

The French, burdened with their own logistics problems, were of little help. As Beauman later wrote, the French buses provided to take his officers forward to set up depots and base camps were “in the last state of mechanical dissolution and were quite unable to surmount the mildest hill. Whenever a rise was met the passengers had to get out and walk, with the result that some officers took three days to get to destinations 150 miles away.” Gradually, though, a working relationship developed so that by April 1940, the port city of Cherbourg was a well-oiled operation, handling up to 6,000 arriving troops per day and moving thousands of tons of supplies and ammunition to the BEF.

By then, the lines of communication had become a sprawling network covering hundreds of miles from the ports of western France to the Belgian border. Overall command of the BEF supply operation had been given to the aged and ailing Maj. Gen. Philip de Fonblanque. Two districts, north and south, were established; Beauman was given command of the northern district, with headquarters at Rouen, in Normandy.

Responsible for huge amounts of men, equipment, and even a top-secret poison gas store, Beauman had his hands full building, staffing, and guarding the camps and depots. Despite his massive task—ammunition dumps alone covered an area of some 36 square miles around the city—he found just two officers and a clerk with whom to run the operation for the first two weeks.

To help, the War Office had created the Auxiliary Military Pioneer Corps (AMPC) using recalled reservists and civilian volunteers. So desperate was the need for manpower that many arrived in France just days after joining, and without any training. More support came from “veterans battalions” made up of elderly reservists, many wearing medals of the last war. Short of rifles, they guarded vital stores armed with pickaxe handles. Finally, after a great deal of pressure, the War Office agreed to send out three untrained divisions of the part-time Territorial Army—the 12th, 23rd, and 46th Infantry Divisions—for what the War Office told them would be “a straightforward coolie job building railways and airfields until August. Then back to England to complete your training followed by a gradual return to France as frontline soldiers.”

Gort was unconcerned about his supply chain. Even after news of German paratroops land- ing during the invasion of Norway proved the Nazis could land far behind the lines, old men still guarded Allied depots with sticks. When the invasion of the Low Countries began on May 10, 1940, the BEF—in support of the French intention to fight the war in Belgium—rushed forward to meet them. It was a trap. As they vacated their carefully planned defense lines along the Belgian border, a second, more powerful German army group smashed into the weakly held French lines around Sedan. Almost immediately, a huge armored force ripped into the Allies’ soft underbelly. Old men with sticks were now the front line.

On May 16, as news arrived of the German breakthrough, Beauman traveled to the BEF rear headquarters at Arras, about 50 miles south of Dunkirk. There he was told that despite any assurance he had been given that the newly arrived Territorial Army divisions—including his own former brigade of the 23rd Division—would not be used in combat before they had gone through basic training, they would now have to be used to form a defensive screen. It was, he realized, an indication of just how bad things were.

Beauman was also ordered to prepare the lines of communication for evacuation. Priority had to be given to saving as many heavy weapons as possible— especially antiaircraft guns, which would be vital once the fall of France brought the German air force within bombing range of British cities. Beauman immediately realized how difficult this was going to be. If he evacuated his men quickly, the French would see it as a betrayal and their collapse would come all the quicker. And if he removed the antiaircraft guns from ports like Le Havre and Dieppe as ordered, he would leave the towns defenseless even as he tried to get men and materiel out through them. He would need to both organize an orderly evacuation and protect the retreating forces.

It was now that the mixed quality of his officers began to show. Some performed admirably, opening stores on their own initiative and creating scratch forces. Others, though, did not. As the 12th Division was ordered to set down their tools on the rail sidings they were building at Abbeville and move forward, one battalion was told their orders were to “Proceed to Lens,” a town 60 miles north. Despite their protests, the logistics officer insisted. Under air attack, they finally reached Lens, only to be told the order should have been “Proceed Doullens,” now 40 miles behind them.

At the town of Albert, another group fired their antitank rifles only to watch the rounds bounce off enemy armor. They had been issued dummy ammunition by an officer who had decided that as an untrained unit, they had no reason to use live rounds. Amused panzer troops assumed they had interrupted an exercise when they found artillery pieces that had been dragged into defense positions with blank ammunition stacked alongside. Across the front, battalions equipped with as few as 3 of the 50 Bren guns they were supposed to have, and with just 7 rounds for each of their 5 antitank rifles, fought to the death to try to hold the line. Of the 701 men of 12th Division’s Royal Sussex Regiment, only 70 returned the evening of May 20; casualty rates of 70, 80, and even 90 percent were reported from other units as they attempted the impossible.

As reports filtered in, it became clear the BEF was cut off. The Germans had arrived in strength along the line of the Somme River and lay between Gort’s men and their supply chain. For now there was little Beauman could do but gather the few veteran battalions he had organized and throw a thin screen along the line of the river, evacuating as many men and stores as possible before the inevitable end.

Beauman hurriedly improvised forces by emptying reinforcement and leave camps of any men trained to use a rifle. “Symes’s Battalion,” named for its commander, Maj. A. G. Symes, was typical, with men from more than 30 different regiments in its ranks when it was deployed in defense of the Seine River. Others, like the three battalions formed from AMPC units, ironically contained men who had experienced the great retreat of 1918 and seemed unperturbed by the situation.

Although Beauman had the men to form more units, he didn’t have enough weapons to arm them. Gradually, though, “Beauforce” took shape from scattered units, coalescing into makeshift companies, battalions, and finally brigades until it reached divisional strength. Over the course of the next two weeks, these 10,000 men attempted to hold a perimeter of almost 60 miles of open country ideally suited to armored operations—armed with a handful of antitank guns. Beauman was relieved that the enemy seemed more interested in closing on the BEF to the north, and decided that his best chance lay in bluffing the Germans into believing his force was battle ready. He sent aggressive mobile patrols against the enemy lines and fierce skirmishes persuaded the Germans to hold firm and refrain from punching south until they finished off the BEF. Every minute bought time to prepare and move precious stores home to England.

In London, the War Office was focused on coordinating the efforts to rescue those troops trapped on the beaches of Dunkirk, and was concerned that the final French collapse was at hand. If the French could hold on just a little longer, a second BEF of British and Canadian troops would be on its way just as soon as it could be equipped.

They hoped Beauman’s improvised unit could give a show of support and perhaps shore up the French just long enough for order to be re-established among the panicked Allies.

So on May 27, the day troop evacuations began in the north at Dunkirk harbor, Beauman was informed that “Beauforce” would become an official part of the British Army. The Beauman Division—the first division named after its commander since Napoleonic times—would now be given the support it needed to act as a fighting force. Beauman would, after his 20-year wait, finally be promoted to major general, and experienced staff officers would be sent from England to assist him. He would also be freed from his supply-side job. Responsibility for administering the evacuation logistics would be passed fully to General de Fonblanque, and Beauman could then concentrate on the defense of Normandy.

But as the Beauman Division became more organized, the situation in France became even more chaotic.

Just before the Germans reached the coast, the first elements of the British 1st Armored Division, under Maj. Gen. Roger Evans, had reached France and had been rushing forward to join the BEF before they were cut off. They now waited for orders. At the same time, Maj. Gen. Victor Fortune and his men of the 51st Highland Division had been making their way back to the BEF after manning the Maginot Line. They, too, were now stranded south of the Somme. Both commanders were under orders from London to support the French and to keep them in the war at all costs, and both knew they had to do so in order to buy Britain time to prepare its defenses. As a result, when they contacted London to protest the disorganized French plans for a counterattack, they received little support. With no BEF commander on the ground, it was clear someone had to take charge.

Beauman was less than pleased by the arrival of Lt. Gen. James Marshall-Cornwall, the same inexperienced officer who had entertained members of the promotions panel at his hunting lodge. The situation worsened when it became clear that Marshall-Cornwall considered his responsibility to include only the Armored and 51st Divisions as “real” fighting formations; “Beauman’s so-called Division,” as he later called it, was of little interest.

His lack of combat experience soon began to show. Determined to prove to the French that Britain would support them, he did nothing to protest as French commanders sent General Evans’s tanks piecemeal into battles they were not suited for, where they were cut to pieces, and denied General Fortune’s Highlanders, just a day’s journey from safe evacuation, permission to escape encirclement; they were destroyed at the tiny port of St.-Valery-sur-Somme.

Beauman watched as the French high command disintegrated around him. He observed Gen. Maxime Weygand, screaming hysterically, demand that men should fight with their teeth if necessary, and hold their positions to the death. Beauman knew many were doing just that, but the German tanks were simply bypassing strongpoints and destroying them piece by piece at their leisure. Exasperated, Beauman did what he could. Under pressure from Marshall-Cornwall, who he would later only refer to as “the senior British officer,” he finally snapped. Beauman recalled that a “heated exchange” took place with Marshall-Cornwall, and from then on he was determined to save as many men as he could, damn the consequences.

On June 9, the Germans had reached the Seine River at Rouen and, despite a textbook defense by Symes’s Battalion and a mixed force of AMPC and labor troops, they forced a crossing as French units positioned to protect the British flanks melted away. The second BEF of British and Canadian troops had started to land at Cherbourg, but it was clear the dreams of a last formidable redoubt on the Brittany coast were unrealistic. Slowly, the Beauman Division began a retreat through towns that would become familiar to Allied armies again four years later—Caen, Bayeux, Carentan—and along the Cotentin Peninsula to where it had all started for Beauman, the port of Cherbourg. In mid-June 1940, harbors along the south coast of England were once again filled with troops as British, Canadian, French, Belgian, Polish, and Czech soldiers returned from the ports of northwest France; Cherbourg fell on June 19.

In the three weeks of its existence, there was little the Beauman Division could have done to stop the German blitzkrieg; the hope was only that they might slow the enemy enough to prevent the complete destruction of the BEF. What Beauman and his commanders did was turn the rout of an untrained army into an organized withdrawal. And in doing so they brought home over 140,000 men of the BEF and 50,000 of their Allies to rejoin those rescued earlier from Dunkirk. Together those troops would form the nucleus of a reborn British Army, and the Free French, Free Belgian, and Free Polish contingents saved by the Beauman Division would continue the battle for their homelands for the next four years.

Taking the initiative when his  commanders waffled, Beauman had overseen and protected the removal of millions of tons of weapons, from rifles to heavy artillery pieces, along with the ammunition and other stores that would allow Britain to hastily prepare a defense.

In fact, without Beauman’s men and the orderly retreat he coordinated, it is likely the huge stores complexes in northern France would have been overrun, and the troops manning them rounded up as prisoners.

Nonetheless, in the weeks and months following that epic return to Britain, the very commanders whose mismanagement had contributed to the German rout of the Allies began to look for scapegoats. In a terrible irony, the “dreary old men” responsible for Beauman’s disenchantment with the British officer class—chief among them General Marshall-Cornwall— reasserted themselves by blaming him for using initiative and ignoring the high command’s orders. As a result of the campaign, new doctrines were introduced to ensure a greater level of command and control, which served only to stifle initiative among junior officers. From then on, commanders would be discouraged from acting without orders. It was a policy that would hamper British performance throughout the war.

As for Beauman, the War Office told him he could expect to be given another command only if the Germans invaded Britain and all other senior officers became casualties. They eventually relented, although not much, and he was placed in command of a military district in northern England. He retired from the army, for good this time, in 1944.


Originally published in the October 2010 issue of World War II Magazine. To subscribe, click here.