If someone were asked to describe the defeat of France by German forces in 1940, most people think of swarms of sophisticated panzers, Stuka dive bombers, and motorized infantry conducting a blitzkrieg attack on an outnumbered and hapless French Army. May 10^th was the 68^th Anniversary of the Battle of France, and I wish to briefly correct some misconceptions as well as highlight areas of that forgotten battle that still can offer us lessons.

The Germany of the inter-war years was in many respects not what it seemed. On the one hand, it was a defeated nation teetering on anarchy, civil war, and economic ruin. Within a period of just 6 years it went from being one of the most dynamic, advanced and feared nations in Europe to a nation that could be pitied. Yet, on the other hand, Germany still had pockets of vitality, energy, and an ability to put the past behind. France, the victor had every desire, at least when Clemenceau was Prime Minister, to keep Germany down permanently. Germany, while not suffering from actual war damage like France, just the same had deep scars. Over 1 million of its sons perished; the Reich ran up huge wartime deficits, and its political institutions had no idea on how to civilly conduct peaceful elections. To make matters worse, Germany had to admit that it was the aggressor and cause of the Great War, cede ancient territories to both France and Poland, pay a large indemnity to the victors, and most of all, its entire military was limited to 96000 enlisted men and 4000 officers. The Treaty of Versailles also precluded Germany from establishing an air force, a tank force, and a  navy. The years 1920 through 1930 were painful years for the Reich. Besides rampant inflation, the occupation of the Ruhr by French soldiers, and territorial incursions by the Poles, the Germans were greatly divided by various reactionary political parties. Finally a middle of the road socialist party was able to form various coalition governments, but the fact remained that many Germans longed for the order and leadership of  the Kaiserzeit. Surprisingly there was, however, a short period from 1926-1930 that saw a rapid improvement in the German economy. With the help of American credit and favorable trade, the German economy  began to recover, and with it gave their fragile democracy a fighting chance. This economic period was also a Golden Age for the Berlin art scene. For a short period of time, the Artistic Left made Berlin the center of theatre, the study of literature and architecture, as well as psychology and philosophy.  

Through these social, political and cultural changes stood the Reichswehr. The tiny German Army on the face of it appeared no stronger than a national constabulary. Deprived of the tools for both offensive and defensive warfare, the German Army was a mere shell of its former glory. But, like everything else in Germany, all was not what it appeared. The architect for the Reichswehr was the relatively unknown Prussian general and staff officer by the name of Hans von Seekt. Within the old General Staff, Seekt made a name for himself as a brilliant organizer and tactician, primarily on the Eastern Front. Serving as Chief of Staff to Field Marshall Mackensen, Seekt planned and executed successful mobile campaigns in Galacia-Tarnow and the Balkans. Chosen to carry the flame, for a defeated peacetime army, Seekt brilliantly carried out a series of reforms that would be far reaching. The first set of reforms was with personnel. Only those officers who had outstanding wartime records were retained. Seekt was not just looking for courageous officers, but men with very high intelligence who could also do advanced staff work as well as speak foregin languages. He also looked for officers with an eye to future tactics and weapons. But most of all, Seekt attempted to ingrain an apolitcal attitude in his officers. His men would only concentrate on military matters, and would not involve themselves in viscious domestic battles of Weimar Germany. He wanted his men to concentrate on the ressurection of the mobile offensive. For Seekt, an officer who conducted highly elastic operations in the vast plains of the East learnt vitally different lessons than officers who served in the trenches of the West. The seeds of the panzer blitzkrieg laid in the mind of this man. For the next half decade, he would lay the foundations of the Wehrmacht. If the Reichswehr would ever be allowed to expand, Seekt wanted its nucleous to be energetic, forward looking, and professional.  He encouraged his junior officers to translate foreign  military manuals and books (especially those of Great Britain and the US); he created a small department which did just that. He also encouraged officers who had the means to travel abroad. Seekt started an exchange program where his officers could train with the tank commanders of the Russian Red Army. Seekt changed totally the doctrine of enlisted training. Corporal punishment became a thing of the past; junior officers were encouraged to fraternize with their NCOs. The enlisted pay was increased, and barracks life was improved. NCOs had to pass rigorous exams for promotion, and Seekt made sure that enlisted promotions were celebrated with great fanfare. NCOs also trained to be platoon leaders, junior lieutenants trained to run companies, and company commanders trained to run battalions and regiments. Another reform was the encouragement of officers to become technically proficient in the operation of motor vehicles and tanks (of course done primarily in Russia). And while the Germans were not allowed to have an Air Force, they did create a glider corps. Young enlisted men and officers received top notch training in  airmanship and aerodynamics as a result. When Hitler finally rescinded the Versailles Treaty, there were thousands of men already trained in the basics of aviation.

But probably the greatest reforms of the German Army occurred because of one other man: Heinz Guderian. This brilliant, courageous, but ultimately flawed individual single handily created the tank arm of the German Army. No other person, not von Manstein, not Montgomery, nor Patton or Rommel understood both the theory and operation of large armored formations as Guderian did. Through out the 1920s and 1930s he fought the military bureaucracy to get his dream made into reality. Guderian spent countless lonely hours working out mock combat simulations with mock tanks and motor vehicles. Through hundreds of exercises him and like minded officers and NCOs discovered both the strength and weaknesses of the panzers. By the time Hitler recognized the potential of armored warfare in 1934, Guderian worked out most of the theoretical and operational problems. Unlike the British, Guderian demanded that every panzer formation have at least 1 motorized infantry regiment; every panzer formation must also have an engineering battalion, and a light armored reconnaissance battalion. Guderian also demanded that the armored division should be made up of no less than 2 panzer regiments, and that all panzers must be equipped with wireless radios. Guderian himself gave quite a lot of credit to the English and the groundwork laid by men like JFC Fuller and Liddell Hart. By 1936, Guderian had organized and established a number of ad hoc panzer formations. The re-introduction to conscription, the speed of rearmament, and the complexities of creating panzer formations de novo put severe pressures on all of those officers and NCOs who toiled to make the Panzer Waffen a reality.

By 1939, the German Army was a vastly different force than what is was in 1933. The teething problems the panzers saw during the Anschluss with Austria, in which thousands of broken down vehicles littered the autobahn were fixed. The Army High Command (OKH) worked out the distribution of panzer forces to the traditional infantry corps -something Guderian fought against. He demanded an independent tank arm.. The fact remained that most of the older, higher level staff officers and senior officers still had lingering doubts about Guderian’s ideas concerning the deep armored thrust.

The idea of the deep armored thrust was actually English. Two officers, JFC Fuller and Liddell Hart saw what the British tanks could do during the Great War. They saw the obvious potential of the tank as both an offensive and defensive weapon. Despite some initial tests during the 1920s, the British gave up the idea, and assumed like everyone else that the tank was nothing more than an infantry support weapon. However, in Germany both Guderian and another officer, Major Lutz, saw things from a different perspective. Both of these two officers realized that the mobility of the tank could be welded to the firepower of elite storm troops. During the Great War, the German Army experimented with elite infantry assault troops they called Sturmtruppen. Much like the US Marines, these soldiers considered themselves elite specialists in the art of the assault. Armed with tommy guns, bayonets, machine pistols, grenades, and pulling light towed artillery, these soldiers would quietly penetrate No-Mans-Land, find a weakness, and violently assault it. These storm troops spent 2 years perfecting their art so to speak in the trenches of the Western Front. The German High Command began to form batallion sized storm troop units, and used them during the spring offensives of 1918 to drive deep narrow thrusts into the Allied lines. Some of these thrusts were as much as 3 miles deep. German infantry should have then poured into these breeches and hopefully flank the enemy. However, without mobility and reliable signals, the German Army could never take full advantage of the work the storm troopers accomplished. Without speed and rapid communications, the Germans could not seize the oppurtunities that these storm troopers created.

By the 1920s  Major Lutz, and then Captain Guderian realized  what was needed was a fully integrated fighting unit that contained panzers, motorized infantry, towed artillery, engineers, and signals. Guderian envisioned a unit that could strike along a narrow front, drive a deep breech into it, but most importantly take full advantage of this breech with its own fast infantry. The panzer division, in other words had the concentrated firepower of several artillery regiments, the speed of the cavalry, and the strength of the infantry. Guderian went a step further and argued that entire panzer corps should be established in order to double or triple the firepower at the point of attack. The infantry, like their storm trooper forebears would probe for weaknesses, violently assault those weak areas, while calling up the panzer regiments to make their assault. The infantry would stand by while the panzers destroyed the enemy defensive positions with a concentrated firepower of 200-300 tanks along a breech of only 2 kilometers. Once the tanks over ran the positions, the motorized infantry and other units would follow. With aircraft reconnaissance, fast moving motorized reconnaissance, and wireless signals, the panzer commander, leading from the front, could quickly move miles into the enemy rear before the enemy knew what hit him. If the panzer division was the vanguard of a panzer corps, the breech into enemy lines could be filled with up 400-600 tanks and thousands of fast moving infantry within hours.

Such was the theory. But Guderian wasn’t happy with just panzer corps; he also envisioned organizing entire panzergruppen or panzer armies. But this was not to be when the Second World War broke out in 1939. The German Army in 1939, or for that matter 1940, was still 80% massed infantry. The panzer formations were made up of inferior tank models (at least from a British or French perspective) such as the Pzkw II and III. Also, about a third of the panzer units were designated “light” because of the large number of obsolete Pzkw Is and IIs, and an overall shortage of Pzkw IIIs . Guderian was given command of a corps that was a mix of both motorized and foot infantry. However, despite all of these problems the fast moving panzer formations were more than a match for the Polish army. Within 3 weeks Poland was conquered in a series of classical envelopment operations. The West was stunned. Newspaper reporters from Great Britain were the ones to dub the German tactics blitzkrieg. By early October, most of the German 65 divisions that served in Poland began to redeploy to the West. The OKH was given fresh orders to plan an attack on France.

France, in 1939, was considered the preeminent military power on earth. After mobilization she could boast 75 infantry divisions, over 2000 tanks, a first rate navy  as well as a reserve of colonial troops stationed in Africa. Her artillery was world class, and her main battle tank the Somua, was considered one of the finest in the world. France had a military tradition that went back to Charlemagne. The toughness of her infantry was legendary. Whether it was fighting it out in Russia under Napoleon, fighting to the last man in Mexico, or withstanding the carnage and horror of Verdun, the average French fighter was considered one of the best in the world. So, how did the French Army collapse so quickly in 1940?

France never got over the loses she suffered in the Great War. In a 1920 census, about a third of the males ages 18-35 were either dead or crippled when compared to the 1910 census; her industrial heartland in Flanders was laid waste through 4 years of trench warfare. After the victory celebrations of 1919, France sank into a political and social impasse. The Left and the Right kept a running political struggle that became progressively worse once the communist parties began flexing their electoral muscles. Unlike Germany, which also suffered from extremism from Right and Left, France’s problem laid in the deep philosophical divisions which Enlightenment only made worse. Class struggles, religious strife, rancorous debates over proposed modernization of agriculture led to a poisonous partisanship. France was always a nation of the book –its population absorbed western culture, ideas, and philosophy like the Germans absorbed beer or the Italians operas. There remained a deep rift between what it meant to be French. In one shape or another, the Revolution of 1789 continued right up to 1940. Inside of this rift stood the clerics, the aristocracy, the farmers, and the military on the one hand, and the professors, the urban professionals, the artists, the unions, and the activists on the other. The 1936 Popular Front victory of Leon Blum only deepened the schism between management and the workers, the solider and politician, and  was simply poisonous to France's economy. This divisions went much deeper than the political and social divisions in the US, and would eventually sap the strength of the French as a whole.

The French military in the interwar years remained strong. It projected itself around the globe. Its colonies ranged from Algeria to Indo-China. On paper, the French in 1939 called up 70 combat divisions, which included combat tested colonial divisions. Its best formations had some of the finest field artillery in the world, and almost all infantry regiments had anti-tank guns, large caliber machine guns, and tanks. Like French society as a whole, however, the French field army suffered from some serious deficiencies. The French Army's biggest problem laid in its demographics, its outlook, and its theory. The lessons they drew from the Great War were opposite of the Germans. While the Germans spent a decade in intense soul searching and reform, the French High Command went to sleep. Like everyone else (including the Germans), the French believed that modern weapons made offensive combat operations obsolete. The nations with the highest caliber artillery could decimate a better trained and armed enemy –so the French believed. Going in a 180 degrees opposite of what  their forbears of earlier generations believed, the French General Staff stressed static, defensive operations over offensive ones. Also the French High Command relied on the French Foreign Ministry to keep the German nation down. Aggressive foreign policy vis-à-vis the bullying of Berlin and various alliances combined with a large standing army would prevent the German military monster from ever rising again. To go a step further, the High Command proposed that a series of fortifications and bunkers (The Maginot Line) be built from the Swiss border to the border of Luxembourg to guard against any future German invasions. Treaties with Holland and Belgium would give the French combat divisions right of passage in the case of another Schliefflen like plan (a German assault on France through Belgium). Later treaties with Great Britain would assure the French ample support from north of the Channel. It is also important to realize that all of these provisions, treaties, and military structures were done from a perception of weakness. The loss of so many husbands, future husbands, and future sons via the Great War put severe manpower shortages on the French Army. France itself was in a long demographic decline vis-à-vis Germany. Even after the Great War, the Germans were producing more children than France. In order for the French to meet its military commitments it had to rely on the recall of older less fit inactive reservists, as well as  cadres of North African colonials. The all important 9^th Army which was tasked with guarding the area between the Maginot Line and Belgium opposite the Ardennes Forest was filled with 2^nd and 3^rd tier reservists. This army group was assigned to an area thought to be perfect for defense. That is, an area least likely to be used by the Germans for a concentrated armor attack. The Ardennes was a hilly heavily wooded area with few modern highways. Only a fool would attack from there thought the French.

From 1936 on the French attempted to get a defensive treaty with the Soviets. Like the Russia in 1914, the Soviets were the Allies ace in the hole. There was no way the Germans would ever again fight a war on two fronts. Even Hitler wasn’t that crazy. As the French watched idly while Hitler broke with the Treaty of Versailles and began to re-occupy the Ruhr and re-arm again, the French suddenly became desperate to re-form close ties with Moscow. Nineteen thirty-six was the watershed year for Europe. It was the last time the French had an overwhelming military advantage over Germany. In 1923 the French sent combat troops into the Ruhr Demilitarized Zone as punishment for Germany's deliquiencies in reparation payments. In 1936 Hitler sent a few companies of motorized infantry into the Ruhr in direct violation of Versailles. Hitler himself was ready to recall his soldiers if the French became belligerent. At that time, the German army was still tiny, and ill equipped to fight anyone. Even if the Nazis reverted to guerrilla warfare, the outcome would have been the same. Yet, the French did nothing, and Europe sighed a big relief. War had been avoided (And  with it History was perverted). Germany began to re-arm shortly thereafter. And the Soviets? Stalin was too much of a cynic not to realize that the balance of power was steadily moving eastward. In August of 1939, the Nazis and Communist signed a non-aggression pact with each other to the shock of both London and Paris. Two weeks later the Germans invaded Poland; the Soviets occupied the Baltic as well as Eastern Poland. In the winter of 1939-40, the Soviets invaded Finland. The Allies obviously were caught with their pants down.

This brings us to the autumn of 1939. No one, including Hitler believed the French and British would declare war on Germany over Poland.  The German High Command (OKW) was not prepared for a 2 front war in 1939. It deployed only 15  weak second rate infantry divisions along the French border -the best of his army was fighting Poland. For almost four weeks the French had the opportunity to invade Germany via the Rhine while the bulk of the German army fought in Poland. Without a doubt, the French could have mobilized at least 3 powerful corps of infantry, armor and aircraft, and pierced the lightly manned German positions; from there it could wheel north into the Ruhr and Rhine Valleys, or wheel south into Baden Württemberg. In either case, cities vital the German war effort would have been lost (Essen, Bochum, Dusseldorf in the north, or Heilbronn, Stuttgart, and Munich in the south). The powerful German mechanized forces were at least a week’s march out. One does not disengage an entire army group from combat; redeploy them four hundred miles in the opposite direction overnight.  The Germans were masters of improvisation and battlefield management, but they were not that good. From what we know of the Poles inside the Poznan Pocket at the Burza River, a strategic catastrophe awaited the Nazis if the French had actually invaded Germany in September 1939. The Poles were anything but beat, and if Rundstedt was forced to remove either of Riechenau’s 10^th Army or von Kleist’s Army Group, the German’s mobility in Poland would have been halved. The Poles ultimately would have lost anyway, but a French invasion would have reduced the German advantage in Poland – and brought the war to German soil. But, none of this transpired, as the French and British did nothing. By the end of September, large formations of victorious Germans began to redeploy along the Western Front. 

The fact that OKW hadn’t a clue on how to continue the war once Poland was conquered, only indicated how weak the high command was in Berlin. Hitler, seeing how well his panzers performed in Poland, immediately ordered the OKH  to begin preparations for an invasion of France. No one in OKW or OKH wanted an autumn campaign. But Hitler was adamant. General Halder, Chief of Staff to General von Braunstisch (Chief of OKH) just dusted off the old Schliefflen plan and presented it to Hitler. Hitler responded with fury. For all of their skill, education, and training, OKH couldn’t come up with something more imaginative? From November 1939 to March 1940, a see-saw of indecision on the part of the Army and of impatience on the part of Hitler ensued. But there was one general, Eric von Manstein, who proposed something daring, if not reckless. Manstein proposed that instead of deploying the bulk of the army into Belgium-that is the right wing- that OKH send at least one panzer corps through the Ardennes Forest towards the Meuse River and Sedan (That is, shift the main attack to the left wing). From there the panzer corps could either wheel south behind the Maginot Line or wheel north towards the coast. The panzer corps Manstein envisioned would only be a vanguard of an entire army group. The French 9^th Army the Germans knew was weak. Not only would the German panzer corps smash this French formations near the Luxembourg border, but by capturing Sedan and moving behind the British and French forces in Belgium, it could in effect enact an envelopment. Manstein still called for strong forces to invade Belgium and Holland. He knew the French and British plans called for deep movements into Belgium to meet the Germans at the point of attack. Little would they know that the Germans main shwerpunkt (point of attack) was far to the south. If things went to plan, Belgium wouldn’t be the Allies battle ground, but their grave. Manstein, who at that time was von Rundstedt’s Chief of Staff, began a long paper war with OKH. He argued forcefully his ideas both on paper and on the war games table. By February, OKH  grew tired of Manstein and promoted him to the command the 39^th Infantry Corps in Stettin (which was really a demotion. Everyone knew Manstein had the ability not only to command an army group, but also to do Halder’s job. By putting Manstein away in the sleepy city of Stettin, officers at OKH got him out of their hair). However, Manstein  had friends in high places. Manstein was friends with a  Major Arthur Schumdt, Hitler’s personal assistant. When Schumdt heard that Manstein was passing through Berlin on his way to Stettin, he invited Manstein to take lunch with Hitler and explain his own strategy. As it turns out, Hitler independently came up the same ideas as Manstein. When Hitler found out that Manstein actually had Guderian do a feasibility study concerning armor transiting through the Ardennes (Guderian said it could be done under certain preconditions), Hitler was overjoyed. Their meeting was a complete success from Manstien’s point of view, and within days Hitler ordered Halder to draw up a new operations plan. In the mean time, Hitler and OKW would direct a stunning operation in Scandinavia, which resulted in the occupation of both Denmark and Norway.

The Allies remained passive. Their plans called for an immediate strike into Belgium  with thier best formations once the Germans crossed into the lowlands. Confident that their continuous front, which was heavy with artillery and heavy weapons, could deal with anything the Germans threw at it, the French High Command settled into a dull routine. As autumn turned into winter, and winter into spring, many French and British dubbed the war, The Phony War. Compared to the Great War, it was a piece of cake. Perhaps an accord could be reached with Hitler, they thought? Maybe the Germans were losing heart? Hitler’s strike into Scandinavia and the allied failure to stop him shook at the least the Brits from their slumber. The seriousness of the situation would later hit Churchill when he was on a visit later that spring to French Headquarters. He asked Generalissimo Gamelin about his strategic reserve. The General admitted that he had none. If the Germans for any reason flanked the Allied forces in the lowlands, there would be no reserves available for a counterblow.

From March through April, the OKH worked furiously to add operation flesh to Manstien’s plan. The very same people who ignored the future field marshal's plans suddenly became its biggest proponents (that is when Hitler got involved). The plan in the end called for not one but three armored corps and one mechanized corps to pass through the Ardennes. Behind this powerful armored group (total 1300 of the German 2000 panzers), would follow an entire infantry army (General List). Younger generals with exceptional abilities would command the armored formations. Besides Guderian, Generals Hoepner, Hoth, Kleist, and Reinhardt would fill the corps commands with Kleist commanding the entire Gruppe. Commanding the lower formations of panzer divisions and panzer regiments would be men who would quickly rise to fame in other theatres. Names such as Balk, Schweppenburg, Shaal, Model, Mantueffel, and of course Rommel dotted the list of senior officers commanding the mechanzied divisions and regiments. Rundstedt’s Army Group would have overall command of the shwerpunkt. Generals Bock and Leeb along with their respective army groups would lead the charge into Holland and Belgium or provide flank guard against the Maginot Line .Kluge's 4th Army would also provide panzer support (of which Rommel's 7th Panzer would lead the way) To give the impression that the shwerpunkt would land farther north, Colonel Kurt Student’s paratroopers would lead a daring airborne assault on the Belgium fort Eban Emael. Little did the Allies suspect that nearly a quarter million men 1300 panzers and 10000 vehicles were stuck in the biggest traffic jam known to man. From the Luxembourg border and stretching back as far as Frankfurt, Rundstedt’s army group qued up for the assault.

On May 10^th, Bock's army groups invaded Belgium and Holland. Predictably, the Belgians gave the green light for the Allies to meet the Germans at the point of attack; for the next 3 days, fierce battles were fought as hundreds of thousands of French, British, Belgian, Dutch soldiers fought the Nazis invaders. In the meantime, French armored cavalry from the 9^th Army and 2nd Army noticed the Ardennes was filling up with panzers. Advanced reconnaissance units from the French 9^th Army were defeated on the first and second days. Guderian’s 2 panzer divisions and one motorized regiment –the Gross Deutschland- made good progress. Their goal was the Meuse River and the ancient city of Sedan. By the third day the first of Guderian’s infantry crossed the river and made up a bridgehead. Hoth's panzers did the same farther north. Weitersheim motorized infantry were less than a day behind. High above, German bombers and fighters created a thick air umbrellas which prevented any Ally recon flights or interceptors from interfering. As French and British forces fought valiantly farther to the North, the soldier’s of the French 9^th Army were about to be torn to pieces. By the 13^th of May, Guderian, Hoth and Reinhardt had finished assembling their bridgeheads. On the afternoon of the 14^th, Guderian ordered a full assault on the French positions in and around Sedan. Initially, the French fought with stubbornness, and the German gunners took heavy casualties. It was at this time that the Stukas made their presence felt; the French reservists cowered as the siren blaring Stukas rained high explosives up and down the Meuse at Sedan and farther north around Dinant. Already French infantry and tank crews began to scatter in the face of hundreds of panzers. The French 9th Army was already losing control. By nightfall Guderian had one panzer division across the river. It was ready to wheel north when Kleist got cold feet. He ordered Guderian to hold the panzer division until the rest of the panzer corps crossed that evening. Guderian fumed. His biggest fear was that British and French would realize the danger to their southwest and act accordingly.

Guderian had little to fear. The French suffered from a miserable breakdown in communications. It took hours if not days for orders and information to make it to and from the French High Command. General Gamelin still wasn’t aware of the significant danger lurking at Sedan. It would not be until after the 14^th, when Kleist’s panzers were heading for Abbeville that the Allies understood a catastrophe was in the making. On the 15^th, Guderian,  and Hoth’s panzers broke loose and were heading north. The French 9^th Army at this time was finished as a fighting force; its individual units either smashed, scattered to the four winds, or they surrendered in mass. With thier Stuka escorts above providing cover, the panzers broke into open country. An unknown panzer general named Rommel made over 40 miles that day. He ran into various French infantry and tank formations and either destroyed them or frightened them completely off. By the evening of the 16^th, Kleist had 6 panzer divisions and three motorized divisions heading north but had absolutely no infantry to secure their rear. Tensions on both sides would reach the boiling point the next 5 days. The Oise River to the north was the next and last physical obstacle that came between Kleist’s forces and the English Channel.

The picture was not clear on either side at this point. The dangers to Kleist’s men were real. One must remember that no one anticipated a complete breakdown in French moral. Nightmares of September 1914 haunted the German General Staff. All of them knew full what the French accomplished during the Miracle on the Marne in 1914. To understand the situation, try to picture each of Kleist’s panzer divisions as separate entities. Each division had between 16000 to 20000 men and thousands of vehicles and tanks. Each division at this point was separated by miles of unoccupied land. Here is where the seeds of danger existed. As each division is further broken down into regiments and battalions, one can picture even smaller entities –with each entity occupying a village, farmstead, or driving through a  meadow. Behind these combat units was the unprotected  supply tail, which consisted of trucks, fuel Lorries, field kitchens and support troops. From the front to the rear, a panzer division averaged 15 miles. It took dozens of staff officers and NCOs to keep the division moving forward, or to disperse or concentrate. All of these units were poised looking northward. From east to west they occupied 40 miles of frontage that was continually moving –some divisions moved faster (such as Rommel’s), some slower. To their rear was almost 100 miles of unguarded territory. And with each hour that area got longer. These were highly fluid operations with no continuous front. From Sedan, where a German army group headquarters was set up, the officers watched in trepidation as their panzers divisions out ran their supporting infantry by 2 days march. In the days before helicopters and mobile hospitals, all the seriously wounded had to be shuttled through this “Indian Territory”. Every drop of fuel and round of ammunition had to be sent over unguarded roads and highways and bridges. One can fully imagine the nervousness von Kleist felt. In the open meadows and woods of Flanders enemy infantry and armor could cause havoc. What if the French were able to recover and launch a flank attack on this area from the southwest? Or worse, what if the Allies were able to coordinate a counterblow from the southwest with another counter attack from the east? Remember, the Allies had over 300,000 men in Belgium.

It was now dawning on the French High Command that something was up. Despite broken to slow communications, rumors and reports from frightened civilians began to descend upon Gamelin. As his staff officers attempted to label and chart these reports on their tactical maps, confusing information was piling up. German panzer units pinpointed in one village in the morning would later be located 50 miles to he north by later afternoon. This of course was impossible. The Germans could never travel that fast, could they? And what of their 9^th Army? They hadn’t heard from 9^th Army Hq in 24 hours. Through the day and evening of the 15^th, it finally dawned on the staff officers of the French High Command that a potential catastrophe was in the makings. General Gamelin, after all could read a map. A force of German armor of unknown size had broke through Sedan and was now somewhere between Sedan and the Oise River. The French finally began to act. However, the French Prime Minister Paul Reynauld saw clearly what had occured, and cried out to Churchill via a phone conference that France was defeated.

In the meantime, a full scale war of words broke out between Kleist and Guderian. Kleist sought and got permission from Rundstedt to order a halt to his armored forces. They were not to cross the Oise. Guderian, who could practically smell the Channel sea air was dumfounded. His corps was only a day or two drive away from Abbeville. Air reconnaissance flights reported few significant enemy formations between him and the English Channel. The cat was now bagged, and his superiors were about to let the cat out! However, it wasn’t only Kleist and Rundstedt who were worried about their exposed southern flank. Both Hitler and von Braunstisch also recognized the extreme dangers. Hitler backed Rundstedt, and now Guderian was fighting the entire chain of command all the way to the top. Guderian, in a fit of anger offered his resignation; Kleist, being a typical Prussian who would not back down, accepted it. When Rundstedt heard about it, he ordered some type of understanding be met. General List, who commanded the 12^th Army (which still was making its way on foot through the Ardennes), came up with a compromise. Kleist could still have his halt order, but he should allow Guderian’s forces to make a reconnaissance in force across the Oisne. In other words, Kleist could save face, but his impetuous subordinate would get his way. By the 17^th, Guderian was again on his way.

General Hoth’s corps wasn’t quite so lucky. By the 19^th, the French and British realized the danger they were in. For once they acted with vigor, and planned a coordinated attack from both the east and west; their target was General Rommel’s 7^th Panzer, which was isolated near the town of Arras. To the southeast of Rommel was the SS Totenkopf motorized division. Hothr’s corps was scattered over a thirty mile area on the inside track of Kleist’s armored advance. The British were able to withdraw one armored division from the fighting in Belgium and sent it westward towards Arras. The French, to the west of Arras were organizing their own attack with an infantry division. If the attacks were coordinated, they should have given a good account of themselves. Their goal was to force Rommel’s 7^th Panzer to withdraw southward, and hopefully slow the Germans down until the Allies could throw something between the English Channel and the German armored spearhead. The British attacked on the morning of the 19^th. For once it was the Germans who were surprised. The British Matilda, a heavy tank with a 75mm gun was too much for the German Pzkw II’s and IIIs. By noon, a crisis was brewing on Rommel’s front. The British were steadily knocking out every German tank thrown at them. Rommel was called to the Regiment and ordered a new defensive line formed around their anti-aircraft battery. He ordered the gunners to fire their 88mm long barrel guns at the British. Within a half hour the Matilda’s began to take heavy losses. The questions on the British minds were, “Where’s the bloody French infantry?” The French were 45 miles off  still“organizing” their attack. Without the French infantry, their heavy weapons and artillery, the British attack was just a waste of men and time. The French had a dreadful time in finding battle worthy units to launch the attack.

Meanwhile in Belgium, the Totenkopf Division was brought out of reserve and joined the panzer attack in Kluge's 4th Army sector. The SS Totenkopf, a group of former concentration camp guards, was a project of SS General Heinrich Himmler. In 1938, not wanting the Army to steal all the laurels as defender of the Reich, Himmler got permission to create the Waffen SS (armed SS). For the next year, the Totenkopf was expanded to include 2 regiments, signals, engineering, artillery, and other support formations. They attended army combat and technical training. The problem was that outside of murdering Polish civilians and Jews they had no actual combat experience in May 1940. They were attached to General Hoth's panzer corps near Le Paradis. On the 16th, they ran into a division of the Royal Norkfolks. Unlike the regular army, the SS were commanded by officers with full ideological training. All of the junior officers as well as the NCOs were fully indoctrinated into Nazis race theory. On the 16^th, when they went over to the attack most were more than willing to give their lives for their Furher. And give it they did. The British were much obliged. By the time the British fully withdrew, and the attack was called off, the Totenkopf suffered 15% casualties. The casualties were much higher for the junior officers. Losses in machines were just a bad, and Hoth decided to pull the SS out of the line -but not before they murdered 95 British POWs. It appeared the Totenkopf needed more training in the finer points of combat (In Russia, the Totenkopf proved to be much better on defense. It survived the terrible winter of 1941-42 inside the Demyansk Pocket, and destroyed hundreds of Soviet T-34s through fanatical resistance. By the end of winter, however, the Totenkopf was reduced to less than 6000 officers and men. It went to France with just over 20000).

There was one other point of danger, and it was farther to the south. After the Germans over-ran Sedan, they did leave a mechanized regiment to guard the fulcrum point of their advance. Colonel Hermann Balck commanded the 6^th Motorized Infantry Regiment, and his men were to form a flank guard at the base of the advancing panzers. They were to guard against any French counter attack from the southwest. From the 14^th through the 17^th his men came under heavy attacks from various ad hoc French units (one of these commanded by Lieutenant Colonel Charles De Gaulle). By the 18^th, his regiment suffered high casualties, was running low on ammunition, but most of all, his 4 battalion’s were exhausted. They had just been forced out of a village and the heights it commanded. When Balk tried to rally the remainder of his regiment for a counter attack they remained immobile. “Well enough, I will retake the village myself,” he sneered. Humiliated that their commander, a man twice their age, still had the vigor to counter attack, the regiment gathered its strength and retook the village. They kept the village despite fierce counter attacks by French Colonials. By the morning of the 19^th advanced elements from List’s 12^th Army relieved Balk’s men.

The Allies finally realized the full measure of the catastrophe . By the 18^th, Guderian’s panzers were within a half day’s march to Abbeville on the coast. The German  4^th,,   6^th,  18th and 16^th  Armies had the bulk of the French and English armies engaged in Belgium and were pushing them back towards the French frontier and English Channel. With the hinge 9th Army destroyed, a gap between the 2nd French Army and the Northern Army group widened until the the Northern Army was pinned in an area of Belgium France with thier backs to the sea.  After their engagement at Arras, the British and French units reported back to the High Command that the Germans had at least 3 corps of mechanized troops situated in a deep narrow salient that stretched back to Luxembourg via Sedan. To make matters worse, intelligence reports from fighting near Sedan indicated that the Germans were pouring a full army group into this salient (This would be List’s 12^th Army). It would not be long before the BEF and the bulk of the French army would be cut off from France. The Germans already captured or at least raided the many supply and rear support camps in Flanders. Chaos reigned at the High Command as they attempted to not only get an accurate and up to date picture of things, but also figure out what to do next.

Of course it was too late. Perhaps if Charles De Gaulle was in command instead of the aging Gamelin or Weygand things would have turned out differently. But the problem was not just in personnel, but in the entire structure of the Allied military. They were still fighting with a Great War mindset, where advances are measured in yards and not leagues. Their chain of command, signals, and general staff organization was antiquated, petrified, and calcified. In short, old men were fighting a young man’s war. The high proportion of older reservists coupled with the slow ponderous decision making system was a recipe for disaster. Most of the situation reports the High Command received were days old and obsolete. In other words, the French High Command hadn’t a clue what was going on. When Churchill visited Gamelin on the 16^th to see for himself what was going on, he was aghast. His French ally and his staff were either totally overwhelmed, or completely serene in the face of paramount danger. It finally occurred to Churchill that no one was in charge. France was out of reserves, out of leadership, and out of time.  At least one man got the full measure what was going on, and the  Commander of the BEF, Lord Gort didn’t waste a minute in saving what was left of his nation’s army. Churchill and Gort were on a race against time. The BEF must get back to England.

On the other side of the hill, one other man saw the full measure of the situation. General Halder was the most unlikely candidate for risk taking; however, in this situation he followed Moltke’s old dictum, “First reckon, then risk.”  The Reich was on the verge of a victory of literally historic proportions. But time was of the essence; this was not a situation that warranted caution. Kleist’s panzers were within three to four days of not only sealing off the Allies from the west, but also capturing the vital seaports that served as the Allies only life-line. The Nazis had a golden opportunity of surrounding and destroying the military elite of both England and France. After the break through at Sedan, General Franz Halder supported fully the rapid deployment of Kleist’s panzers to English Channel. He was Guderian’s only ally at OKH or OKW. Now that Kleist was within striking distance to minister a coup de grace, the Gods of War smiled upon the Allies. First Kleist and than Rundstedt wished to halt the panzers at the coast instead of having them wheel northeastwards for the seaports, especially Dunkirk. These two officers from the old school did not wish to see their panzers get bogged down in the swamps and beaches along the coastline -that was a job for infantry who were still 3 or 4 days away. Then Hitler himself intervened and gave an official halt order on the 21^st. Granted, from a purely military point of view, this does make some sense; however, this situation was a once in a lifetime opportunity that could change the history of Europe forever. At least that is the way Halder, Guderian, and Rommel saw it. Guderian would have had his gunners dismount and fight as infantry if need be.

When Churchill returned from his final visit to French Headquarters, he immediately conferenced with the War Staff. The Allies were about to be entombed in Belgium and the Royal Navy had to make immediate plans to get as many French and British troops out of Belgium as possible. Orders had to be issued to the ground commanders to conduct an orderly withdrawal as possible back to the Channel coast and await embarkation. This would mean the loss of all of their heavy equipment, supplies, vehicles, and ammunition. Within hours, the army group, corps, and divisional commanders were briefed. Somehow they had to conduct a fighting retreat with 3 German army groups on their tale. To make matters worse, there were reports of German panzers along to coastline south of Dunkirk at Abbeville and Calais.

And there they would stay. Guderian, Hoth, and Rommel watched helplessly as they marked time just 50 miles away. For the next week, the Allies fought a brilliant rear guard action before the port of Dunkirk. The French Army in this sectored didn't panic but fought stubbornly for every inch of ground. Ninety thousand French soldiers would be sacrificed at Lille. The British Navy also accomplished one of the most surprising miracles in naval history. The evacuation of over 350,000 men from one small seaport in the face of constant air harassment and attacks (Goering promised Hitler the Luftwaffe could finish them off) was truly miraculous. Along the way, the Germans captured hundreds of tanks, thousands of artillery pieces, tons of ammunition, and fleets of vehicles. But Churchill knew that Great Britain could replace guns and tanks, but not its small professional army. In four years time, men like General Horricks and Field Marshall Montgomery would return and lead these very same formations back across France, yet again.

No one knows for sure what possessed Hitler to issue his halt orders. It would be the only time that he showed any kind of equanimity to a foe. Diaries and memoirs suggest that Hitler saw the English and its empire as brethren Aryans. If that was the case, he let his racial sentiments get the best of him. Many blame Rundstedt himself. Some saw he was just too haunted by 1914 and could never imagine theat the French Army would fall so easily. Without the soldiers of the BEF, Great Britain was truly defenseless. If Hitler allowed Kleist’s panzers to seize Dunkirk, Hitler could have invaded England at his leisure. Most likely, Great Britain would have been given a fait accompli –either surrender or be occupied. Even with a leader like Churchill, England would have had little choice. In July Colonel Student’s paratroopers could have landed anywhere along the south coast as a vanguard force. The British would have put up a desperate fight, but she had very little to put up against a landing of panzers on her home territory. The Luftwaffe’s strength was still more than sufficient to provide the necessary air cover to support an invasion armada. Without her professional army, England would have only been able to put up a few home guards, police, and the occasional reservist. With no supply dumps, heavy tanks, artillery, or trained infantry , 5 or 6 panzer and infantry divisions could have swept all resistance aside. It would have taken weeks if not months for Britain's scattered colonial troops in India or North Africa to make it back home –by then it would have been too late. In allowing the British and French forces to evacuate Dunkirk Hitler sealed his fate as well as the fate of the Reich.

After Dunkirk, the remainder of the campaign went quickly. OKH ordered Kleist’s armor split up; each panzer corps was attached to an army group. By the end of May, sufficient infantry reserves arrived in such number as to support a quick advance towards Paris and beyond. Guderian was ordered to strike south and east behind the Maginot Line; Manstien’s 39^th Corps finished its build up and was attached to the remnant of Kleist’s army group; they attacked north of Paris towards to famous Loire Valley reaching the Atlantic within 10 days. The French government fled Paris and evacuated from Boudreaux. Paris was declared an open city. It was the same through out France. The German 6^th, 12^th, 2^nd, 4^th and 9^th Armies marched through France with only sporadic fighting. It was exactly as General Fritz Bayerlein described it –maneuvers with live fire. By the end of June a new French government was formed around the elderly Marshall Petain. Petain, and his staff met Hitler at the same train station at Compiegne where Germany surrendered to the Allies in 1918. The campaign was over.

The Germans in 1940 did in 6 weeks what their fathers and grandfathers failed to do in the bloodbath of 1914-1918. Ironically, the most decisive phase of the campaign was virtually bloodless. The Germans didn’t anticipate the total breakdown of the vaunted French Army. Despite having an edge in tank design, in numbers of soldiers deployed, and artillery, the Allies were caught totally off guard and were able to offer only token resistance in the decisive drive of the panzers to the Channel. The world was literally stunned by the fall of France. In July celebrations in Germany culminated with a parade in Berlin and the promotion of 12 general officers to Field Marshall. Hitler began an orgy of generosity which included sizeable sums of cash and estates to his victorious generals. Included in his gluttony of promotions was the award of the Field Marshall batons to Generals Keitel and von Braunstisch. These two generals armed with only desks and inkwells, commanded no troops in battle, nor had any authority outside of their typing pools. Keitel, it must be fair to say,  never wanted the job of OKW Chief, and  cowed in fear of Hitler. He admitted to his friends before the war and to his interrogators after the war that during the 1930s he only wanted to retire to his family’s estate in Brunswick and ride his horses. It must have been very embarrassing for him to receive such an undeserved honor. An hangman’s noose was awaited him after the war.

As July waned into August and life returned to normal in much of occupied France, it became apparent that England refused to lie down. With 300,000 professional soldiers to protect his island and American supplies coming across the Atlantic, Churchill began to refit  his army and air forces. Hitler sent peace feelers out in late summer to Churchill which he totally rebuffed. Within a month Goering would begin his terror campaign from the air, and by early autumn Stalin would begin making new demands on his German partner in crime. With the air war over Great Britain going poorly (it would bleed the Luftwaffe white), Hitler began to turn his gaze east.

If one were to ask the average German if the war was over, they would have said yes. There were even rumors that OKH would order the decommissioning of several infantry formations in the autumn in order to restock the labor pool. The humiliations of Versailles were avenged, and German honor had been restored. The army never stood more proud. Little did they know, but May 1940 were halcyon times for the Wehrmacht. Never again would the panzers enjoy such concentrated firepower (In preparations for Barbarossa OKH ordered that the allotment of panzers per divisions be halved in order to double the number of panzer divisions slated for Russia). Never again would the Wehrmacht fight a campaign in which its supply chain extended only a day's drive; never again would the ground forces enjoy such close air support. By winter Mussolini created 2 messes for Hitler that were to have far reaching implications. Italy’s Albanian adventure turned nightmare demanded some immediate attention -eventually Churchhill would send soldiers into Greece , but his North African operation promised nothing but trouble. By January Hitler dispatched Rommel and 2 divisions to clean it up.

There was never to be a peace dividend for the Germans. By Christmas, select officers were working on an operations plan to invade Russia. England remained defiant, and with the resources of its vast Empire was able to give Rommel all he could bargain for. The beginning of the end of the Thousand Year Reich had begun.