22 May The 2nd Panzer Division formed two columns, one to circle round the town and attack from the north. The southern column made contact first in the early afternoon of 22 May, against the headquarters company of the French 48th Infantry Regiment, the only troops of the 21st Division who were between the Germans and Boulogne. The French clerks, drivers and signallers set up two guns and two guns to cover the cross-roads at
Nesles, where they delayed the Germans for almost two hours, until they were outflanked. The column arrived at the outskirts of Boulogne in the evening and began shelling and probing the Irish Guards positions south of the town. The Irish knocked out the leading German tank and repulsed later attacks despite the Germans overrunning one of their forward platoons. In the early hours, the Germans attacked the Welsh Guards positions along the coast from the north-east as they began to envelop the town but were forced back each time. Brownrigg, with Fox-Pitt's only communication link with England, departed with his staff at on the destroyer , without informing the Guards. Only a few troops of the 21st Infantry Division were able take up its blocking positions near Desvres before the German advance reached them. The French managed to delay the 1st Panzer Division here for much of 22 May before Fox-Pitt was told at that the French had been forced back to Boulogne by German tanks. Most of the 21st Infantry Division, en route to Boulogne by train, was ambushed by German tanks and dispersed.
23 May An hour after dawn,
Fort de la Crèche near
Wimereux, north of Boulogne, was captured by German troops. The possibility of reinforcement from Calais was thwarted by the appearance of German armour at the northern perimeter. Fox-Pitt realised that he would have to defend the port with only the two Guards battalions and the assorted French and British troops already there. The AMPC was hastily combed for men with military experience and armed with rifles taken from the others. The 800 men of the AMPC force were rushed into the gap between the two Guards battalions and another 150 were sent to reinforce the Welsh Guards. The anti-aircraft gunners guarding the southern roads destroyed two German tanks with their 3.7-inch anti-aircraft guns and then retired. The Germans began a pincer attack on the positions of the Welsh and Irish Guards and by the southern pincer, backed up by artillery and air support, had made the open slopes around the town untenable; the Guards were forced back into the town.
Fliegerkorps VIII (
Wolfram Freiherr von Richthofen) sent to destroy the fortifications at Boulogne which was of great help to the attacking forces.
Vimy arrived at noon with a naval demolition party and Force Buttercup, a
Royal Marine shore party, beginning the embarkation of casualties and the AMPC. Fox-Pitt received orders from
Vimy to hold Boulogne at all costs, as his radio contact with England had been lost earlier in the day. The Royal Navy and a flotilla of French destroyers led by Capitaine , comprising the large destroyers
Chacal and
Jaguar with the smaller destroyers
Fougueux,
Frondeur,
Bourrasque,
Orage,
Foudroyant,
Cyclone,
Siroco and
Mistral, gave fire support to the troops on the outskirts of the town. The commander of the 2nd Panzer Division found that the British and French in Boulogne were "fighting tenaciously for every inch of ground" and could not tell if the British were evacuating or reinforcing the port. During a lull that afternoon, the destroyer berthed and began embarking AMPC troops. A raid was intercepted by
Royal Air Force (RAF)
Spitfires from but the commanders of both British destroyers were killed by bomb splinters.
Frondeur was hit and disabled by dive bombers of I./
Sturzkampfgeschwader 77,
Orage was
scuttled and the British destroyer
Whitshed was damaged by a near-miss. Five pilots were lost by ; two were killed, two captured and one wounded, one aircraft being shot down by
Messerschmitt Bf 109s, the other four by
Messerschmitt Bf 110s. By Fox-Pitt had withdrawn the brigade to positions in the town and moved his headquarters nearer to the quay, the better to contact the destroyers, his only link with London. With German artillery having the advantage of observed fire to sweep the docks, he sent a message to London saying "situation grave". Shortly before
Keith received orders for an immediate evacuation of the British and notification that five destroyers were either standing off Boulogne giving fire support or were
en route. Fox-Pitt decided to continue with the AMPC evacuation while the Guards conducted a fighting withdrawal to the harbour but communication with the British troops on the perimeter was only possible by dispatch rider. The bridges held by the Guards were demolished by the Royal Engineers before the Irish Guards barricaded the streets with vehicles and withdrew to the harbour. The 800 pioneers commanded by Dean were the last to fall back from the perimeter, as Dean was away from his headquarters when the withdrawal orders arrived. Armed only with rifles, the pioneers had hoped to obstruct the Germans with makeshift roadblock barricades and claimed to have destroyed one tank by igniting petrol under it. Dean used his reserves to relieve two forward posts which had become isolated, resulting in fierce hand-to-hand fighting.
Vimiera and
Whitshed replaced
Vimy and
Keith, embarking many of the Marines and Guards. The harbour was full of ships but two (group, about 30 aircraft, similar to a RAF wing) of failed to hit the ships but bombs hitting the quayside near
Vimy and
Keith caused some casualties. The destroyers and arrived and began embarking Force Buttercup and the remainder of the Irish Guards. With Germans in positions overlooking the harbour the Guards and the ships engaged in a duel with the German artillery. German tanks advancing towards the quayside were knocked out by the
4.7 inch guns of
Venomous, one tank turning "over and over, like a child doing a cart-wheel". German
field guns bombarded the harbour as the destroyer moved through the narrow entrance channel, and hit
Venetia several times. Fires broke out on the ship but it was reversed out and made way for
Venomous and
Wild Swan which also departed in reverse,
Venomous steering with its engines as the rudder had jammed.
24–25 May The destroyer arrived after dark and was able to continue the embarkation. On clearing the harbour, the captain signalled that there were still British troops requiring evacuation and
Vimiera was sent back, arriving in Boulogne at The quayside was deserted but when the captain called out by
loud hailer many men appeared from hiding; the crew managed to squeeze them aboard. When
Vimiera arrived at Dover at disembarked (including
Arnold Ridley). Most of the British troops had gone but about Guards remained. Lack of wireless sets left three of the Welsh Guards forward companies out of touch and by the time they had found out about the evacuation, two companies were cut off from the docks. The companies split into smaller groups and tried a break-out to the north-east. Lanquetot was based in the , awaiting the arrival of elements of the 21st Division. When he discovered the disaster that had befallen his division, he organised the defence of the town as best he could. German attacks on the town at and were repulsed and some German tanks were reported to have been destroyed. The French Navy continued its fire support but
Fougueux and
Chacal were damaged by the ;
Chacal was sunk the next day by German artillery. During the night, about soldiers tried to break out towards Dunkirk but failed. At dawn on 25 May, the Germans attempted an using grenades and
flamethrowers, supported by
88 mm guns and at Lanquetot surrendered. The German troops were supported by attacks from the of
Sturzkampfgeschwader 2 (StG 2). The demolished the town and had their first encounter with
RAF Fighter Command and lost four aircraft over Boulogne and Calais. The last British unit in Boulogne was 3 Company, Welsh Guards (Major Windsor Lewis); 3 Company did not reach the docks until daybreak and
Vimiera had left. Lewis took over a large party of stragglers in the sheds at the quayside comprising guardsmen, infantry, Engineers and refugees; most of the Pioneers were unarmed. When the sheds came under German fire, Lewis moved the group into the (harbour railway station) and had
sandbag barricades built. On the evening of 24 May, under fire from tanks and machine-guns, they repulsed a German party which approached the quay in a boat. Without food, short of ammunition and with no hope of evacuation, the force surrendered at on 25 May. The Germans captured troops in Boulogne, the majority of whom were French. Many of the prisoners were put to work repairing the harbour fortifications to resist a British amphibious assault. ==Aftermath==