We were retreating from Poperinge towards Dunkirk, D Company first followed by B, then C and finally A. The 4^th Battalion Berkshire regiment stole our carriers and retreated. C Company was thrown into the gap suffering many casualties. We were following retreat plan D, passing from Brussels to Waterloo to Tarcoin. When we were near Ferns, north of Le Panne we ran across two lines of Stormtroopers, all dressed in black. We were only ~200 yards away, I took a shot and a tall officer dropped like a stone. Suddenly all hell let loose and we came under a hail of fire. I hid in a ditch with dirt flying everywhere and had to keep very low. We came across a canal where British vehicles were being dumped. One of then was a truck full of food, so we managed to scavenge some tea and stew.

Captain Tony Cartland covered our retreat North of Poperinge, the last I saw of him he was leading his men into some woods, we never saw him again. North of Le Panne we came across the KOSB slinging antitank rounds into a duck pond. It was about this time (? 29^th May) that we witnessed 13 Hurricanes attacking ~100 Stukas. I remember one of the Hurricanes wings fell off and it landed in the middle of the road, leaving just a 3 foot crater. A bloke called Brackenbury found a belt buckle at the crash site, I think he was KIA in Normandy.

We were retreating behind the Grenadier Guards and arrived at Le Panne ~ 03.30 am. We were strafed by a Me 109 and I remember seeing the Bournemouth Queen beached. A Corporal said ‘every man for himself’ and fortunately a Frenchman in a staff car gave us a lift to Dunkirk. I got onto the destroyer HMS Worsley, as I climbed on board a Dornier 17 dropped a stick of bombs, which landed in the mud and water showering us all. Crossing the channel we were attacked by dive-bombers and broke down when water got into the oil. A French tug pulled us the rest of the way but on entering Dover harbour it collided with the Maid of Orleans. On the top deck 35 were killed and 301 wounded during the crossing.

From Dover we went to Aldershot and then Castle Cary.

During the retreat I remember Richard Steele, who won the MM in Palestine, being shot by a sniper. Joey Fail, who was very close, climbed a tree and eventually got the sniper. Unfortunately the Germans got him with a mortar round, mortally wounding him. He was pushed in a wheelbarrow towards Brussels but died a short time later.

If I remember correctly only 194 Second Lincs made it back to England, the rest were casualties or taken POW.