By 10 p.m. on 31st May, the whole Battalion was away. On reaching La Panne, it was quite dark except for burning vehicles. The town itself and approaches to the beach were crammed with troops of all regiments. Shells fell intermittently and no orders or information could be obtained concerning embarkation, owing to casualties among the embarkation staff. The Battalion were eventually directed on to Bray Dunes, a mile further on. Here they formed up with lOO men per guide, who led them another four miles along the shore to a jetty made up of lorries and duck-boards. As the tide was right out, it soon became clear that no one would be able to get aboard for several hours, and it was finally decided to march on into Dunkirk, another nine miles. Heavy shelling came down at that moment, causing casualties and breaking the jetty. During the night march, the Battalion became split up and some men waded or swam to whalers and other craft off-shore.

At Dunkirk, the sea, miraculously calm, was filled with boats of all descriptions. Three destroyers and many smaller craft were sunk that morning between 6 and 10 a.m., but the majority of the men managed to get onboard a boat of some kind or another and were safely transported back to England.

"A" Company, who had formed the rear-guard, did not reach La Panne until about 1 a.m. on lst June. The beaches by then were very disorganized and the company marched to Bray, only to find that all the ships there were sunk. Continuing to Dunkirk, they were machine-gunned, but luckily escaped casualties and finally got away in H.M. Destroyer Worcester. After a very noisy trip, during which Worcester shot down two dive-bombers, they reached Dover in safety - only to go head on into the Maid of Or1eans.

3rd Division re-forms to return to France.

The 3rd Division started at once to re-form at Frome in Somersetshire and the 2nd Battalion concentrated at Castle Cary, arriving from reception camps as far afield as Gateshead, and Ten by, Aldershot and Manchester. Forty-eight hours' leave was granted and reinforcements started to arrive to replace casualties. In addition to 150 from the Regimental Training Centre at Lincoln, the Royal Berkshires supplied 100, the West Yorkshires 150 and the East Yorkshires 50. The 3rd Division was given priority over all other divisions, as it was under orders to return to France within ten days.

The Divisional Commander, Major-General Bernard Montgomery, who had left the Division just before Dunkirk to command the 2nd Corps, returned at his own request to take his Division back across the Channel. However, owing to the imminent collapse of France, they were destined not to return for another four years. Instead, the 3rd Division was allotted the role of General Mobile Reserve, and after inspection by H.M. The King on 17th June, the 9th Infantry Brigade moved to the neighbourhood of Brighton. The Brigade Commander, Brigadier W. Robb, D.S.O., M.C., on relinquising command of the 9th Brigade, wrote in the following terms to Lieutenant-Colonel A.G. Lawe, who was then commanding the Battalion:

"The discipline, endurance and magnificent fighting quality of your Battalion, shown during our advance to Louvain and withdrawal to the beaches of Dunkirk, have been beyond all praise. No task has been too difficult, dangerous or bad, and every call made on the Battalion was cheerfully and willingly answered.

"The action of the Battalion at Zuydschoote on the Ypres Canal, when the Battalion covered the withdrawal of both 8th and 9th Infantry Brigades in daylight, perhaps stands out more than some of your other actions. The magnificent defence put up by Major Tatchell's Company, the skilful and gallant counter-attack of Major Boxer's Company and the brilliant action of the Carriers under Captain Rowell undoubtedly saved both Brigades from a very difficult and dangerous situation. The final withdrawal of the Battalion to the beaches was carried out with splendid discipline and in excellent order. The magnificent fighting qualities of your Regimental Officers, N.C.Os and men were maintained in face of every difficulty and danger, and so long as we have this spirit we cannot be defeated.

"Will you please convey my best wishes to your Battalion for the future. Good luck to you all".