Although over 330000 British and French soldiers were evacuated from the Dunkirk beaches between 26 May and 4 June many thousands remained in France most under French command. Churchill now the Prime Minister and desperate to keep the French in the War decided to form a Second BEF made up of 51 Highland 1st Armoured and the Beauman Divisions reinforced from the UK by a second Corps. He also ordered vital and scarce RAF fighter squadrons to France. Had these been lost the Battle of Britain might have had a very different result. General Alan Brooke was to command the second Corps comprising the only viable formations in the UK. Realising the hopelessness of his mission he delayed for as long as possible. Meanwhile the situation in France went from bad to worse and five units were squandered. At St Valery 800 of the 51st Highland Division surrendered after heavy fighting and being outflanked by Rommel. This is the fascinating story of a disaster that could have been so much worse had Churchill had his way.