The evacuation of the British Expeditionary Force (BEF) from Dunkirk left a surplus of men on the lines-of-communication, base depots and other establishments among the 140,000 troops still in France.

Losses inflicted on the surface ships of the Kriegsmarine made it impossible for the Germans to challenge British naval supremacy in the English Channel and the Bay of Biscay.

[2] After Dunkirk, the AASF squadrons in France had been moved to the area between Orléans and Le Mans during the lull before Fall Rot (Case Red), the German offensive over the Somme and Aisne rivers.

[6] On 9 June, the French commander at Le Havre contacted the 10th Army and the 51st (Highland) Division with a message that the Germans had captured Rouen and were heading for the coast.

The port admiral requested enough ships from the Admiralty to remove 85,000 troops but this contradicted the plans of the French supreme commander, Maxime Weygand.

Only after receiving a message during the night from Fortune, that the 51st (Highland) Division was participating in a retreat by IX Corps towards Le Havre, did Dill learn of the true situation.

[7] A Royal Navy demolition party had been in Le Havre since late May and the port was severely bombed by the Luftwaffe on 7 June; two days later, the Admiralty sent orders for an evacuation.

[8] A plan was hastily made to block Dieppe harbour and on 10 June, HMS Vega (Captain G. A. Garnon-Williams) escorted three blockships to the port.

On 12 June, RAF fighters began patrolling the port, deterring more raids and an attempt was made to save the transport and equipment by diverting it over the Seine, via the ferry crossings at Caudebec or the ships at Quillebeuf at the river mouth.

The II Corps headquarters was spread around Britain after its return from Dunkirk and his first choice of chief of staff was busy with General Lord Gort, the former BEF commander, writing dispatches.

The German advance threatened the airfields of the AASF, which was ordered to retreat towards Nantes or Bordeaux, while supporting the French armies for as long as they kept fighting.

RAF attacks continued through the night, with 44 sorties over the Seine, 20 north of Paris, 41 on the Marne and 59 against road and rail communications and woods reported by the French to be full of German troops.

[15] On 29 May the Prime Minister of France, Paul Reynaud, replied to Weygand, rejecting his recommendation that an armistice be considered and asked him to study the possibility that a national redoubt could be established around a naval port in the Brittany peninsula to retain freedom of the seas and contact with French allies.

That day, the Anglo-French Supreme War Council met at Briare and General Charles de Gaulle (minister of war) was sent to Rennes to survey progress on the redoubt; on 12 June, de Gaulle reported that Quimper would be a favourable place for the government to retreat to, since it would be easy to take ship to England or Africa; the prospect of maintaining a redoubt in Brittany was non-existent.

Brooke telephoned Dill in London to find that no agreement had been made with the French and after checking called with the news that "Mr. Churchill knew nothing about the Brittany project".

[18] Initially headquarters in England were reluctant to accept that evacuation was necessary, and on 15 June Alan Brooke was told by Dill that "for political reasons" the two brigades of the 52nd Division under Drew could not be embarked from Cherbourg at present.

Brest is a port city in the Finistère département in Brittany in north-west France, where a sense of urgency was communicated by the Cabinet in London and the evacuation was conducted quickly, albeit with some confusion; guns and vehicles which could have been removed were destroyed needlessly.

Operations at St Nazaire, at the mouth of the Loire, where there were strong tides and other hazards to navigation and Nantes 50 miles (80 km) upriver, took place concurrently.

[24] Unserviceable Hurricanes were burned by their ground crews, a staff car was given to a friendly local café proprietor and an airman tried to sell off an Austin 7.

[25] On the journey home during the night of 17/18 June, Floristan, a merchantman with 2,000 men on board, of the 27,000 troops and civilians in its convoy, was attacked by a Ju 88 but being under way, dodged the bombs as soldiers fired back with Bren guns and riddled the cockpit.

[26] On 17 June, there were still about 67,000 troops waiting ashore, many at St Nazaire; ferrying men to the big ships offshore resumed early in the morning, soon joined by lighters, tenders and destroyers.

Several merchantmen and railway ferries from the Dover–Calais route were among the armada off St Nazaire but the largest ship was the 16,243 GRT Lancastria of the Cunard Line.

While Lancastria was on its side, the hull was covered by men who could not swim, singing Roll Out the Barrel until they sank with the ship, about fifteen minutes after the bombing.

A Hunt-class destroyer HMS Berkeley (Lieutenant-Commander H. G. Walters) had been made available to Reynaud and the French government, also as a venue for discussions with Churchill and on 19 June, the ship evacuated the remaining British Consular staff from Bordeaux.

On the final day of the operation, the Canadian destroyer HMCS Fraser was accidentally rammed and sunk with many losses by the anti-aircraft cruiser HMS Calcutta in the Gironde estuary.

[42][f] German submarines could have sunk British ships in the Bay of Biscay, many of the troopships being unescorted and out of range of England-based fighters but the seven in the area did not intervene.

[41] In 1979, Karslake described the Breton Redoubt affair and concluded that all of the people involved knew of the scheme and all had agreed, albeit with little faith in its success, for it to go ahead.

[44][g] Of the 4,739 vehicles brought back to Britain, most belonged to the 52nd and 1st Canadian divisions and had not been unloaded; the rest had been embarked before "panic orders" had been issued to the ports.

[47] Karslake wrote that in 1939, the CIGS, General Edmund Ironside, had warned Gort and Dill the Vice-CIGS before the BEF sailed for France, to prepare defence plans for rear areas, quickly to be implemented at communication centres and geographical bottlenecks, for which even the most non-combatant troops must be trained and equipped, but during the Phoney War nothing was done.

It was fortunate that Brigadier Archibald Beauman, who had been "dug-out" of retirement, was on hand to organise the lines-of-communication troops south of the Somme, as far as anything could be achieved in the emergency.