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When, in May 1940, the German Blitzkrieg was unleashed on the Franco-British armies in Belgium and France the newly formed Auxiliary Pioneer Corps, both its British and alien companies, received their baptism of fire. Many Pioneer companies were among the Franco-British forces that were isolated by the German breakthrough and were evacuated via Dunkirk.

Among them were 40 and 42 Companies which reached Dunkirk on the 24th May after a three-day forced march from La Madeleine, near Lille. Here, under continuous air attacks and suffering casualties, they worked on the docks, helping with the evacuation. 42 Company was evacuated on 28th May. 40 Company, which had gone on to the beaches at Malo-les-Bains on the 27th, embarked piecemeal between 28th May and 1st June.

During the chaotic retreat, other Pioneer units were forced to man defensive positions and fight as infantry when enemy forces broke through. For example, No.76 Company received orders to join the 2nd Battalion of the Essex Regiment to hold the line at Estevelles; a position they held till the 25th May and then carried out a fighting retreat. Not all the Pioneers had rifles and the company commander, Major Woodland, decided to send those of his men that were without rifles to the coast. (1)

The fiercest fighting was done by No.5 Pioneer group in the defence of Boulogne . By the 20th of May this Group, commanded by Lieutenant-Colonel Dean, and comprising 47, 81, 102,121, 122 and 123 Companies, totalling about 1,200 men were in Boulogne. On the outskirts of the town detachments of 102 Company and 122 Company, together with a detachment of the 5th Buffs held off an attack by an enemy mechanised forc

Boulogne was encircled by German forces. A defensive line was formed consisting of the 2nd Irish Guards, the 2nd Welsh Guards and No.5 Pioneer Group who had withdrawn from Wimereux when it became untenable. After attacks on the Guards’ sector had been repulsed, the Germans attacked the Pioneer front but after some fighting the enemy withdrew and then launched another more resolute attack. The Pioneers held their position against tank attacks under continuous dive-bombing and artillery fire. The following extracts from The History give a flavour of the fighting and the chaos.

‘ Throughout the whole of the operation the defenders were being dive-bombed and shelled by mortars, in addition to which they were under rifle fire from the direction of the Guards Brigade Headquarters where inexperienced troops were firing wildly at anyone who moved on the far bank of the river, whether friend or foe. It became imperative to halt this indiscriminate firing from the rear and Colonel Dean drove across the river to enlist Brigadier Fox-Pitt’s support. Whilst crossing the bridge the engine of his car was riddled by machine-gun bullets and put out of action […] The Brigade Commander, who had received a similar request from Lieutenant-Colonel Stanier of the Welsh Guards, promised to try and stop the promiscuous shooting […] By the time Colonel Dean, now on foot, rejoined his command things had quietened down, although a further complication arose from his men being fired on from a house inside his defences. An attack on the house was carried out and several armed men in civilian clothing were caught, one with a sub-machine gun, firing on the Pioneers’ rear. These were disposed of. In the early evening of the 23rd Colonel Stanier of the Welsh Guards informed the Pioneer Group headquarters that the Guards were withdrawing to the harbour for evacuation, at the same time paying high tribute to the 150 Pioneers attached to his battalion.’ (2)

Major Rhodes-Wood continues the story:

‘Unfortunately the Welsh Guards had commenced their withdrawal before Colonel Dean received the message and had an opportunity of realigning the Pioneers at the eight road blocks which he held and in consequence his right flank was now exposed and German advance troops infiltrated through the gap. Using men of 47 Company, which he had held in reserve, he relieved two of his forward positions; four others were able to retire without trouble; the remaining two were over-run by the enemy and the men killed, wounded or taken prisoner[…] With the enemy now at close quarters Colonel Dean’s responsibility became two-fold, to fight a rearguard action to protect the retiring Welsh Guards and to try to save as many of his own men as possible […] The Group was slowly withdrawn to the Gare Maritime where they manned the barricades which had been left by the Guards Brigade. 5 Group now held all approaches to the harbour. Here the 150 Pioneers who had been lent to the Welsh Guards, but whom they had left behind on embarkation rejoined the Group and, here, too, were found sufficient weapons and ammunition to equip those Pioneers who were still unarmed. The Group was now under continuous heavy tank and mortar fire from across the river, and rifle fire from the German infantry closing in on them.

As darkness fell Colonel Dean and Major Verity of 47 Company narrowly escaped when a shell burst close to them; Major Verity was wounded and Colonel Dean knocked unconscious […] Towards midnight Colonel Dean recovered consciousness and again resumed command. […] The rearguard of Pioneers, now reduced to 600 all ranks, was withdrawn to the quay where company commanders sorted out and reorganised their men in preparation for the final stand they expected to make at daybreak. Stragglers from other companies had joined up with the Group during the preceding day which was now made up of details from Nos. 47, 48, 59, 62, 81, 102, 121, 122, 123, and 500 companies. (3)

In the early hours of the 24th, 5 group finally embarked on H.M.S. Vimeria after fighting alone for six hours. With their departure, all organised resistance in Boulogne ceased.

Note that the elite Guards were evacuated first – leaving the humble but expendable Pioneers to cover their retreat.


As the British and French armies disintegrated, scratch forces were improvised to hold the line further south and west of the Dunkirk pocket. One of these was “Digforce” composed of ten Pioneer companies and a composite company of men from a number of other units. No. 15 Pioneer Group formed part of another scratch force, “Vicforce”. These two forces were on 1st June amalgamated to form the “Beauman Division”. Among them were two Alien Companies, Nos. 87 and 88. They had originally been sent to France as unarmed units. But now they were armed. But this was only with rifles; they lacked everything else. One battalion commander recorded that ‘our equipment was fifty rounds a man plus a small reserve; four Lewis guns and four anti-tank rifles without ammunition.’ (4) On the way to the front five rounds per man were fired on the rifle range of a French barracks at Evereux ‘to see that the bolts of the rifles worked’ Major Rhodes-Wood comments:

‘To this pass had a British field force in the face of the enemy been reduced after the nation’s army had been engaged in less than a month of fighting!’ (5)

Despite their lack of heavy weapons this scratch division, composed largely of Pioneer units fought dogged rear guard actions. Typical was the action of “C” brigade of the division, defending Rouen . This brigade which included 111, 21, 5, 28, 10 and 3 Pioneer companies was attacked by two German armoured divisions. The History recorded the following incident;-

‘At 10 a.m. on the 8th [June] a force of five enemy tanks opened fire on two platoons of 4 Company to the south of Forges inflicting fourteen casualties. At about the same time two columns of French tanks, with turrets open and flying the Allied recognition signal, approached Major Ferguson’s composit company…Thinking they were friends Major Ferguson’s men guided them through the minefield and did not realize until fire was opened on them at point-blank range that they were captured French tanks manned by the enemy. By this stratagem the line was effectively pierced. The company put up a splendid resistance but their attack with rifles against enemy armour was hopeless and the outcome was inevitable.’(6)

With the line broken the other elements of the division were forced to retreat.

After more heavy fighting the remaining units of the Corps embarked for England on the 17th and 18th June from the ports of St. Malo, Brest and St. Nazaire. There was another heavy loss of life when the S.S.Lancastria was sunk by enemy aircraft. There were over 400 Pioneers among the several thousand men on board. Most of them perished.

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1.WHRPC p.42
2 ibid p.36
3 ibid p.37
4 ibid pp.49-50
5 ibid p.50
6 ibid p.51