The brigade was raised in the summer of 1939 when the Territorial Army was doubled in size in order to meet the threat of Nazi Germany.

With the division, the brigade was sent overseas to join the British Expeditionary Force (BEF) in France in April 1940 for training and labour duties.

In May, the brigade fought against the German Army in the Battle of France until being evacuated at Dunkirk with the rest of the BEF.

After spending the next two years in the United Kingdom on home defence against a German invasion, in July 1942 it was decided to convert the 137th Brigade into an armoured formation.

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