top of page

The Battle of Arras May 21st - 24th 1940


During the Battle of Arras, Lt. Col. Tod was on leave along with several of the key players in the battalion, they had been trying since the 10th of May to return to France, but were unable to re-join till after the battle.

Major P.D. Morrison the bn 2i/c was in charge and the RSF were placed on the right flank of the brigade.


The diary of Lt. Livingstone Bussel, describes some of the battle.



Finally embussed at 1 a.m.. Arrived in Lens at 6 a.m. and were welcomed by the Air raid sirens. Debussed and waited for a short time but there was no raid. Marched to the far side of Lens where we parked the Company in the gardens of some small houses. To get there we had a 5 mile march through hundreds of evacuees carrying their possessions on every type of vehicle. Dick Shakespeare went through Lens some time later and found several of them plastered on the walls. At 2 p.m. we marched 6 miles to Vimy Ridge; just after Johnny had put the Platoons into their respective positions, there was a heavy air raid. Johnny and I sheltered in an upturned trolley and thought we were pretty safe. Later he shot at it with his revolver and the bullet went through with the greatest of ease. The Platoons dug positions all night, which were in an evacuated Ordnance Depot of huts. Picked up some useful equipment but the stuff left was mainly anti gas equipment. Company H.Q. was in one of the huts; so we had a comfortable supper and a few hours sleep on some truckle beds.


May 22

The Company fell in at about ten o'clock ready to march off. Just as Johnny was about to give the order to move off, there was a curious whizzing noise and then a thud. I have never seen the Company move so fast before as they did to get into the slit trenches under the huts. This noise occurred twice and I think they must have been dud bombs. However, we fell in again five minutes later and marched across country in open order towards Arras. When we were half way there a French Artillery position on our right flank received a heavy bombardment. Two miles short of our new position at St. Catharine’s Bridge the Company closed and we marched down the road for the rest of the way in threes. Shells were continually exploding off the road on our left. On reaching St. Catharine’s village we cut off to the right through some houses and parked the Company on the edge of a field while Johnny and I reconnoitred a route to the

position. Shells were still falling in the vicinity. Finally the platoons took up a position on the edge of a stream and spent the night digging in. We arrived at St. Catharine’s at 3 p.m., but the Company spent some hours in some farm buildings, which were eventually Company H.Q.s while Johnny made his reconnaissance. They got into position at about 6 o'clock. We spent the night in a house opposite the farm which had a cellar although its windows were on street level. The village church and surrounding buildings had been completely smashed up. A few refugees were strolling about, both men and women. Difficult to know what to do about them as I was sure several of them were fifth columnists. I met Major Morrison in the evening who told me to go up and contact the Green Howards the next morning. I had a few hours sleep in a very comfortable bed. One of the few nights that we were able to put on our pyjamas. There was a 30 cwt truck which had got stuck in a shell hole outside our Coy.H.Q. I think it ran into it about 5 a.m. but as the Northampton’s didn't come back for it, we towed it away with us, and used it until the end. (I was left behind to send for the company transport in due course once the shelling died down. It was through whatever gate on Vimy Ridge

I sent the transport at different intervals and told them to keep their distances. I followed along in the last vehicle. I had to go to the Company H.Q. and as I was walking down the street an enemy plane started to strafe me, so I began to run and as I was running I saw some old coins on the ground and swept them up with my hand as I ran and dived into a doorway. The Germans returned these coins to me when I was leaving my last prison camp. 17Platoon's position was facing part of St. Catharine’s and it was becoming dusk and there did not appear to be any Germans about and I went forward and got into a large building, which turned out to be a school. In the cellar I found wine and champagne. I scouted round and found a barrow and took the wine (half a bottle a head for the platoon and a bottle of champagne each for Platoon and Coy H.Q.

Nearly got shot by the platoon when they heard me clinking towards them as it was nearly dark.)


May 23

Got up at 3 a.m. and went round the Company positions. Johnny decided that we should take it in turns, so that he could get a few more hours of well earned rest. Directly it was daylight a German reconnaissance aircraft appeared over our positions and flew about unmolested. We were getting used to the lack of air support by now, but it made one feel very annoyed to see it obviously noting our positions and being unable to do anything about it. When I had done the round and came out on the main Arras road, I met an old French civilian who kept mumbling about the dead in the village but as I couldn't make out what he wanted to do, decided to take him up to Bn. H.Q.s. I had great difficulty in getting him to walk up the street because he would insist on rushing into the houses and wanted me to look at a dead woman in bed in one house and a man lying in the doorway of another.

I thought this was a bit much before breakfast. He told me that he was going to pretend he was mad when the Germans came so that they would leave him alone. I thought he was harmless but couldn't get rid of him, so thought the best way of dealing with him was to hand him over to the French interpreter in Bn. H.Q. When I got him to where I thought Bn. H.Q. was, found it had moved overnight, and nobody seemed to know where it was. By this time I was pretty fed up with the whole show but thought he might not be such a fool as he made himself out to be, so took him back to Coy. H.Q. and at the point of the revolver, threw him in the back of the 8 cwt and drove around till I found Bn. H.Q. and with a sigh of relief gave him to the interpreter and fled. I now had to go up and see the Green Howards. I never really considered how far it would be or what they would want to know when I got there. However I returned the truck to Coy. H.Q. in case Johnny would want it and started walking, with the vague idea that I would only have to go about half a mile. Much to my horror I didn't reach the H.Q. mess until I had covered a good 2 miles. I found them in the cellars of a large building by the main square with their mess truck a charred ruin outside.

They gave me a cup of tea, showed me a map and then fired a lot of questions at me as to where our Bn. boundaries were and who were on our flanks. I answered all the questions but found I was a bit shaky and cursed myself for not bringing a marked map but it hadn't occurred to me that it was anything more than a social visit! Luckily they gave me a lift back in one of their trucks and I ate a hearty breakfast feeling that all round I hadn't exactly distinguished myself. However I was already too tired to really care. After breakfast we had a conference to draw up routine orders as we were given to understand that we might be in the same positions for a few days. In the middle of it the air raid alarm went off, so we retired to our cellar on the street level. We then underwent an almighty air raid and expected the ceiling to cave in any moment because it was rising and falling in a most weird manner.

I discovered afterwards that a small bomb had fallen in the back garden. Aeroplanes passed over most of the day, but didn't attack us again. There was a certain amount of A/A fire but they merely ringed the aircraft neatly and I never saw one brought down. Later in the day I sat on a bed in a girl's school which was next to our house and tried to spot any enemy movement through field glasses. I saw some people moving about in an odd manner but it was too far away to see who they were and what they were doing. At 3 p.m. we had to change our positions and face West instead of South.

One of our positions was at a road junction which had been heavily shelled when we came in the day before, so we didn't feel too happy. When McIntosh’s platoon changed positions I told him to go ahead carrying his guns and ammunitions and I would send his tripods and other heavy stuff on later in his Platoon trucks and I told him where the truck would be. I thought this order would be clear enough for anyone, but when Johnny and I went round the Platoon positions at dusk to see whether the night lines had been set, we found thathe hadn't even got his tripods and on being questioned, he replied, "I understood I was to leave them behind". This was definitely staggering as we thought we might be attacked at any minute. We now heard that Major Adamson commanding A Company had been wounded, also 2/Lt. McDavid very badly and Sergeant Murdoch killed. Our Coy. H.Q. was a sort of concrete air raid shelter just off the main road junction. I managed to snatch an hour's sleep in this on various eiderdowns and pillows which we took from the house opposite.

The Battalion War Diary for May 21st - 24th

(Click to enlarge)

Platoon Sergeant Major McNamee - Mention in Dispatches

Being in the MT Platoon, the dairy of Lt. Kempthorne descibes the battle from the 2nd echelon's point of view.


Due to lack of maps, we were forced to keep to the main roads. The rifle companies from memory had to march most of the way. We had left the canal on the 18th May and arrived in the Arras area on the 21st of May. It had been a horrible trip but fortunately we suffered no casualties.

By the evening of the 21st, we had taken up a position on the lower slopes of Vimy Ridge, just below the Canadian War Memorial, erected in memory of the Canadian soldiers, who had been killed in France in the First World War. I knew the area well as I had visited it twice before the war when on battlefield tours. Contact was made with the Germans and a combined Tank and Infantry attack took place, where we gained a good deal of ground. This was of no great use as the French on our right gave way. The enemy made a massive counter attack in which they used 400 tanks. All the British had to oppose them was a force of 33 old tanks with badly worn tracks. The situation was quite hopeless and General Franklin who commanded the 5th Division ordered withdrawal.

This proved to be very difficult as we seemed to be hemmed in on all sides. One of the problems was how could they extract the transport as a lot of the roads were impassable with shell craters and bombed vehicles. Dick and I set off on our Motor Cycles to try and find an escape route.

As far as we knew the Germans had not yet entered Arras itself as the main bridge over the River Somme to the city had been blown. It was night time and riding without lights, we entered the city and headed for the river to see if we could find a crossing point. Riding towards the bridge which had been blown, we turned the corner into the main street and saw a good deal of commotion going on, wit much revving of heavy engines. We parked our bikes in an alleyway and removing our steel helmets, mingled with the crowds who were approaching a line of vehicles. To our horror we suddenly found ourselves alongside a tank with the distinctive German Iron cross markings and the crew wearing German uniforms. Pulling the collars of our jackets well up on our necks and thankful that we had left our tin hats by our bikes; we back through the crowd of spectators and returned to our machines. Driving madly back to Vimy Ridge. It was obvious that the enemy had managed to throw a bridge across the river and exit in that area was impossible. Arriving back with the transport section, we found out that the main road Northward had been cleared, there were many hazards, but it was at least passable. Assembling the convoy, we headed North towards Lens. The refugees were a constant nuisance, blocking our way, I well remember firing my revolver over their heads, in an effort to show them that we were not fooling, and that they had to leave us a clear route. This worked wonders! This was on the 23rd of May.

bottom of page