On 24 May, a heavy German attack forced Allied troops to fall back at Kortrijk over the Lys to the 1st and 3rd Belgian divisions.

The Belgians had been persuaded to abandon the Scheldt and withdraw to relieve British troops for an Allied counter-offensive, but that strategically did little to alleviate the situation at the front.

[6] Belgian artillery opened up effectively on the Germans, but Allied lines were subject to numerous bombing raids and strafing runs, with negligible air support of their own.

A German division from Menen moved up to Ypres, threatening to cut the Belgian Army off from the British.

The Belgians' 2nd Cavalry Brigade and 6th Infantry Division came in to support the area and managed to hold off the Germans.

At 06:30, the 12th Royal Lancers, an armoured car regiment, was dispatched to the north of the Lys to cover the left flank of the British 2nd Army Corps and reestablish contact with the Belgians in the area.

[7] In an order to his troops that day, King Leopold III informed the Army, "Whatever may happen, I shall share your fate".

[9] The Belgian Lanciers Regiment abandoned Passchendaele and Zonnebeke, and British engineers blew up the Menin Gate bridge.

[10] All of Belgium's reserves were deployed, and auxiliary troops began arming themselves with 75mm guns from training centers to form the rear.

[8] At 18:00, French General Georges Blanchard arrived to inform Leopold that the British were withdrawing further to the rear on the Lille-Ypres line.

[6] Lord Gort ordered Major General Harold Franklyn to man the dry Comines-Ypres Canal with the 5th Infantry Division to cover the withdrawal towards Dunkirk.

The railways were out of service, the roads were clogged with 1.5 million refugees (in addition to the 800,000 people already living in the area), ammunition and food were running low and no fresh troops were available.

There could be no retreat to the Yser; it would do more to destroy the units than the fighting in progress; it would increase the congestion of the Allied forces to the highest pitch; (2) from the international point of view, the dispatch of an envoy to ask for terms for the cessation of hostilities would have the advantage of allowing the Allies the night of the 27th–28th and part of the morning of the 28th, an interval that, if the fighting were continued, could be gained only at the cost of the complete destruction of the Army".The Belgian army's chief of staff, Lieutenant General Oscar Michiels, recommended that a representative be sent to the Germans to negotiate a ceasefire.

Two French Army divisions were withdrawn via truck towards Dunkirk while Belgian flags and battle standards were hidden for safekeeping.

[13] Leopold's decision to remain with his army and surrender was seen as traitorous by Hubert Pierlot and the Belgian government in exile.