“Tactically, the British had been defeated. Strategically, however, the story was very different.”
By Hamish de Bretton-Gordon
IN WAR, there are battles that are remembered because they were victories, and there are battles remembered because they changed history. Arras, fought on 21 May 1940, belongs firmly in the second category because it is one of the finest for my regiment, the Royal Tank Regiment.
On paper, the British attack at Arras was a failure. It achieved none of its major operational objectives, suffered heavy losses and ended in retreat. Yet without it, the story of the Second World War might have been very different. Arras bought precious time and, in warfare, time can be the most valuable commodity of all.
To understand why Arras mattered, we must return to the dramatic days of May 1940. German forces had burst through the Ardennes Forest, an area the Allies considered unsuitable for a major armoured advance. Concentrated Panzer formations crossed the Meuse at Sedan and drove westwards with astonishing speed. The British Expeditionary Force (BEF) and much of the French army had moved into Belgium expecting to confront the main German assault there, only to discover they had been strategically outmanoeuvred.
The German advance appeared unstoppable. Roads were clogged with refugees. Allied headquarters struggled to keep pace with events. Reports arriving from the front often described German armour appearing in places where, according to maps and plans, it simply should not have been.
Yet behind the image of an invincible Blitzkrieg machine lay a degree of uncertainty. Hitler himself was nervous. Many German commanders feared their spearheads had advanced too far and too fast. Most of the German army still relied heavily on horses and marching infantry. The Panzer divisions were racing ahead while supporting formations lagged behind.
History also weighed heavily on German minds. The memory of 1914 lingered. Then too, German armies had surged through Belgium before being halted on the Marne. Few wanted to see history repeat itself.
As a result, the German advance became more cautious. These brief hesitations, perhaps understandable at the time, would later have enormous consequences.
The delays created an important opportunity for the Allied forces in around the French town of Arras.
Arras was a key logistical centre for the BEF. By late May, British commanders recognised they needed to strike back, not necessarily to defeat the Germans outright — that was already becoming unrealistic — but to disrupt the advancing Panzer divisions and relieve pressure on collapsing Allied positions.
The force assembled for the attack became known as Frankforce, commanded by Major General Harold Franklyn. It was a hastily organised formation composed of elements of the 5th and 50th divisions supported by the 1st Army Tank Brigade.
The tanks assigned to the operation had already endured a gruelling campaign. Many had advanced into Belgium before being ordered back following the breakthrough at Sedan. Rail transport had broken down under the strain of the German offensive, forcing crews to drive their vehicles long distances. Maintenance was overdue. Exhaustion was widespread.
But there was no time. On 21 May 1940, the attack began.
The Germans had become accustomed to success. For days they had encountered only scattered resistance as they pushed towards the Channel coast. Their confidence was growing with every kilometre gained.
Then British tanks appeared.
Among them were the Matilda II tanks of the 4th and 7th Royal Tank Regiments. By modern standards they were slow, cumbersome machines. But in 1940 they possessed one crucial advantage: armour.
The German anti-tank weapons encountered that afternoon were simply not designed to deal with them.
As the Matilda tanks rolled forward, German infantry and transport columns opened fire. Shells struck home but failed to penetrate. Crews inside the British tanks could hear the impacts ringing through the armour, yet the vehicles kept advancing.
The effect on German morale was immediate.
Anti-tank guns that should have stopped any enemy armour proved ineffective. Infantry units found themselves facing vehicles that appeared almost invulnerable. Positions that had seemed secure only moments earlier were suddenly being overrun.
The Matildas smashed through the enemy gun lines, crushed weapons beneath their tracks and scattered infantry formations. German transport columns erupted into chaos.
For a brief moment, the initiative belonged entirely to the British.
Momentum is one of the most powerful forces on any battlefield. Once soldiers believe they are winning, everything becomes easier. Fear recedes. Decisions come faster. Confidence grows.
The reverse is equally true.
The German formations south of Arras suddenly found themselves on the receiving end of a shock action they had not anticipated. Their advance stalled as commanders scrambled to understand what was happening. Clarity on the battlefield during combat is very rare.
Among those caught in the confusion was Erwin Rommel, commander of the 7th Panzer Division. Already displaying the aggressive leadership style that would later make him famous, Rommel moved rapidly to restore order.
The Germans adapted. They always did.
Recognising that standard anti-tank weapons were ineffective, German commanders turned to heavier guns. Most important among them were the famous 88 mm anti-aircraft guns. Designed to engage aircraft at altitude, they possessed sufficient power to penetrate even the thick armour of the British Matildas.
What began as an improvised solution quickly became decisive.
As the heavier guns entered the battle, the balance shifted dramatically. British tanks that had previously shrugged off incoming fire now found themselves vulnerable. One by one, vehicles were disabled or destroyed. The battlefield became a scene of devastation.
Burning tanks marked the route of the advance. Smoke drifted across fields already littered with wreckage. Casualties mounted on both sides. Communications began to break down.
Radio failures compounded the chaos; crews struggled to maintain contact and coordination between infantry and armour became increasingly difficult, meaning units became isolated and situational awareness deteriorated. These are the moments that test soldiers most severely.
People often imagine a battle as a series of clear decisions made under pressure. The reality is far more confusing. Noise, smoke, fear, exhaustion and incomplete information combine to create an environment where certainty disappears.
Tank crews experience this acutely. Visibility is limited, orientation becomes difficult and vehicles move in one direction while turrets point in another. The violence occurring outside is only partially visible from within the steel shell. Under such conditions, survival often feels as much about luck as skill.
At Arras, the Royal Tank Regiment fought with extraordinary courage despite these challenges.
British losses mounted steadily. As vehicles were knocked out across the battlefield, command tanks were destroyed and experienced crews were killed or wounded.
When the order to withdraw finally arrived, survivors faced the grim task of passing the wrecks of their comrades.
By the end of the day, only a fraction of the attacking tanks remained operational. The Royal Tank Regiment had suffered heavily. Around 100 British soldiers had been killed. The battlefield belonged to the Germans.
Tactically, the British had been defeated. Strategically, however, the story was very different.
The attack profoundly unsettled German commanders. The unexpected appearance of heavily armoured British tanks forced them to reassess the situation. Momentum was interrupted. Plans were reconsidered. Additional caution entered decision-making.
In military history, delays often matter more than casualties. A few hours can alter campaigns. A day can change a war.
The pause created by Arras contributed directly to the opportunities that followed.
While German commanders regrouped and reconsidered, Allied forces continued organising defensive positions around the Channel ports. Reinforcements reached key locations and preparations accelerated.
Most crucially of all, Dunkirk remained open.
Over the following days, Boulogne and Calais would fall. But Dunkirk held long enough for one of the most famous evacuations in military history. More than 338,000 Allied troops escaped across the Channel.
The equipment was largely abandoned and the strategic situation remained dire. Nonetheless, the core of the British army survived.
Without those soldiers, Britain would have faced the prospect of defending itself with little more than the Royal Navy and Royal Air Force. Churchill’s ability to continue the war might have been severely undermined. Pressure for a negotiated settlement with Germany would almost certainly have increased.
History offers no certainties, but it is difficult to escape the conclusion that Arras contributed significantly to the conditions that made Dunkirk possible. It demonstrates how tactical defeat can produce strategic success and illustrates the enduring value of armoured shock action.
Above all, Arras shows how relatively small actions can influence the course of great events.
The men of the Royal Tank Regiment who fought there could not have known that their desperate attack would help shape the future of Britain. They simply carried out their orders in extraordinarily difficult circumstances.
Yet their actions bought time when time was desperately needed and the venerable Matilda II tank was in the van of this battle.
Sometimes, that is enough to change history.
ABOUT THE AUTHOR: Hamish de Bretton-Gordon is the author of Tank Command: How the Tank Changed the Face of Battle from Headline Publishing Group. He served 23- years in the British Army, including service as Commanding Officer of the 1st Royal Tank Regiment and the U.K. Chemical, Biological, Radiological and Nuclear (CBRN) Regiment. His operational deployments include the 1991 Gulf War, Cyprus, Bosnia, Kosovo, Iraq and Afghanistan. He is a commissioned reserve officer in the British Army’s Staff Corp as senior advisor and mentor to the Ministry of Defence on CBRN. His work appears in the Telegraph and you can find him on X and Instagram as @HamishDBG.
