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In 1940, the Germans launched one of history's most dynamic invasions,

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unleashing a lightning war that simply overwhelmed Allied forces.

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This is the story of that invasion,

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and of how a small British force, fighting near the French town of Arras, almost threw it off course.

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The First World War left deep scars on France.

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A third of young Frenchmen had been killed or crippled. Huge tracts of French territory had been devastated.

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Frenchmen were determined never to be invaded again.

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In 1930, they had begun work on a fortified barrier, named after the then War Minister, Andre Maginot.

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This fort, with its barbed wire and steel, has changed very little.

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A line of forts like this covered 90 miles of the most vulnerable area of the Franco-German border.

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But they stopped short at the frontier with Belgium, France's ally.

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These Maginot Line forts

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were the cutting edge of 1930s' technology.

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They had underground barracks, hospitals and even electric railways.

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They were equipped for a variety of threats.

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This is a twin 8mm machine gun to deal with infantry.

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If tanks appeared,

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this 37mm anti-tank gun could be swung forward on a rail, through this armoured shutter.

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The Press called this the shield of France.

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But a shield can be moved. This steel and concrete can't.

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By 1940, war had moved on and made this increasingly irrelevant.

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The Germans had used new tactics in Poland the year before.

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They brought tanks and close-support aircraft together on the battlefield in a new form of war.

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It was called Blitzkrieg.

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On May 10th 1940, Germany invaded Holland and Belgium.

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The Allies sent the best of their forces to intercept them,

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thinking this was the main German attack.

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It wasn't.

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The Germans had a more daring plan.

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They would attack the weak link between the main Allied army and the Maginot Line,

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by going through the Ardennes Forest and across the River Meuse at Sedan.

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The French regarded the Ardennes as virtually impassable,

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so the attack would be a surprise.

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General Guderian's three Panzer divisions attacked Sedan on 13th May.

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2,000 of Guderian's vehicles were stacked up on this road, waiting to cross.

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German aircraft and artillery had pounded French defences all day.

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It was the heaviest concentration of air power ever.

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MUSIC: "Carmina Burana" by Orff

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As German aircraft bombed the French,

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tanks, artillery and anti-tank guns, firing from across the Meuse,

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pounded the concrete bunkers housing the defenders of Sedan.

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The 88mm gun did this damage.

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It was an anti-aircraft gun but was used very effectively against bunkers and tanks.

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At 3pm, the barrage lifted, and Colonel Balck's First Rifle Regiment crossed the river in assault boats.

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French bunkers were back from the water,

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so the Germans secured a bridgehead quite easily.

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But the French had blown up all the bridges, so the Germans couldn't get tanks over until they built new ones.

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The engineers set to work, building bridges under heavy fire,

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allowing German tanks and infantry to cross the river within hours.

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The defenders of Sedan found the odds stacked against them.

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This bunker is pretty rudimentary compared with the Maginot Line.

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In 1940, it wasn't even finished.

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As nobody expected the Germans to come this way, these positions were held by over-age reservists.

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Despite dive-bombing and shelling, the men here fought till German infantry burst in.

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Then the little garrison of ten men

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was taken out and shot.

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At the heart of Sedan is one of the largest castles in Europe,

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but medieval stone was no defence against three Panzer divisions.

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This part of the town fell easily.

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For the third time in 70 years, the Germans had taken Sedan.

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Jacques Rousseau has lived in the town all his life.

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On 15th May, two days after the Sedan crossing,

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the German advance was taking shape.

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First, the motorcycle reconnaissance, then the tanks, and miles behind, marching to catch up, the infantry,

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still well on the other side of the Meuse.

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In the village of La Horgne,

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this 20th-century armoured advance bumped into something out of the Napoleonic Wars.

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La Horgne was held by two regiments of spahi -

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French North-African cavalry.

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They had horses,

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carried sabres, carbines and had a few anti-tank guns.

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They held the village in a desperate day's fighting.

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Colonel Balck, one of the German commanders, considered it one of the hardest day's fighting of his career.

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The spahi lost 610 men,

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including both regimental commanders killed.

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These Moroccan and Algerian troopers lie in French soil.

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It's a cruel irony that their sons may have fought for independence AGAINST France only ten years on.

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The biggest danger to the Germans

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was that the Allies would get between their armour, forging ahead,

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and the infantry miles behind.

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Guderian had already been in trouble with his superiors for moving too fast.

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On 17th May, here at Montcornet,

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a few dozen French tanks under Colonel de Gaulle jabbed into the flank of the German line of advance.

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They shot up German trucks before they ran out of momentum and petrol.

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It was an indication of how vulnerable the Germans were

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and of what might have been achieved, had the Allied commanders been able to mount a co-ordinated attack.

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Once they reached these straight roads across northern France, the Germans fairly clipped along.

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Almost nothing was in their way.

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Captain von Kielmansegg of First Panzer Division described that odd vacuum behind the Panzer divisions -

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"In this peaceful landscape, human beings are absent.

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"Everything is dead and empty. Not even the old people have remained."

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The German plan was working brilliantly.

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Blitzkrieg was as much about psychology as about fighting.

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The Panzers were moving so fast that the Allies were stunned,

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unable to react effectively.

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By the time they planned a counterattack,

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the Germans were halfway to the Channel.

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But most of the Allied army was still in Belgium.

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At last, amid hesitation and misunderstanding,

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a small British force was sent to counterattack the Germans at Arras.

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Arras had been ruined in the First World War.

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Re-building was barely complete

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when, in May 1940, it was bombed.

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SOPRANO SINGS LIEDER

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German dive bombers -

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a terrifying part of the campaign - set fire to parts of the town.

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This World War One memorial was hit by bombs that destroyed the station.

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There was only a tiny British garrison here. Most of the British Army was in the north, in Belgium.

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The British Army had been in France since September 1939, but few of its men had seen any action.

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Britain's main tank was the Matilda.

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It was slow-moving, as it was made to be used with infantry.

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But most of the infantry hadn't seen a tank, let alone trained with one.

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This is one of the few surviving specimens of the infantry tank, Mark One, known as the Matilda.

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It lives in the tank museum at Bovington.

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It's cramped, slow, poorly armed but heavily armoured.

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Not the ideal thing in which to take on a Panzer division.

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Peter Vaux fought at Arras and remembers all too well the shortcomings of the Matilda.

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What's it like seeing one of these?

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I never thought I'd see one again.

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We had 58 at Arras, and we left most behind.

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It was produced in 1938 to a budget of £11,000.

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The requirement was to have a slow-moving tank. God knows it was, at 8mph!

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It was to be thickly armoured.

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You have a look at the thickness of this. You've got 60mm there...

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and on there and the turret... Even more in places.

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- Two-man crew?
- A commander up there and a driver down here.

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The commander was very busy.

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He had to command his tank and fire that gun.

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It was a difficult gun to fire.

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He had to operate the radio at the back.

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To turn the knobs on it,

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he had to lie on his stomach with his feet at the driver's back.

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That was very hard to do in battle.

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- This running gear looks very exposed.
- All this, very vulnerable indeed.

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I saw one tank in the battle

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that had had this suspension unit completely blown off.

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And yet it was hobbling along.

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Of course, if this was broken, the tank was crippled.

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Here we have the engine.

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A straightforward Ford V8 engine from a car.

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It constantly broke down.

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That was the big weakness. To mend it, you had to open these things, which was difficult under fire.

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- So, well-armoured, poorly armed...
- Well-armoured.

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Stupidly armed with one machine gun.

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But their anti-tank guns couldn't do US any harm in this, either.

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Only the big guns blew us to pieces.

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German officers since have told me

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that they were amazed at how their anti-tank shells bounced off this.

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Troops and tanks going to Arras had a hellish journey from Belgium,

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on roads made perilous by German dive bombers.

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The roads were choked...

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with Belgian and French refugees crossing northern France,

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fleeing the German advance.

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The British were to rendezvous at Vimy Ridge, just north of Arras.

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Most arrived exhausted and ill-prepared for the battle.

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I'm up on Vimy Ridge, amid trenches that date from the First World War.

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These trees were to commemorate Canadians lost during the war.

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Many died capturing the ridge in 1917.

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Some of the British who fought at Arras in 1940

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got some sleep here the night before the battle.

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It must have been eerie, on the eve of their first battle,

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for them to spend the night in First World War trenches.

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A British tank officer tells us what it was like -

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"I arrived at Petit Vimy exhausted and disorganised.

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"I was given a map by my commander and told to follow him.

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"The wireless didn't work. There was no tie-up with infantry and no clear orders.

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"This was our state as we crossed the start line for our first action.

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"It wasn't a very auspicious start."

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# We're gonna hang out the washing on the Siegfried Line

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# Have you any dirty washing, mother dear?

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# We're gonna hang out the washing on the Siegfried Line

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# Cos the washing day is here

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# Whether the weather may be wet or fine

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# We'll just ramble on without a care

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# We're gonna hang out the... #

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This abbey in the shadow of Vimy Ridge was ruined in World War One.

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On 20th May 1940, the Twelfth Lancers, a British reconnaissance regiment, was here.

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The Lancers reported that the Germans had passed along that road

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and that the area was stiff with German tanks, infantry and artillery.

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But the men had been told to attack the Germans in the Arras area

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and had been given the impression that there were very few of them.

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In fact, the British were throwing a handful of tanks and infantry into this whirlpool of German armour.

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The attackers left Vimy Ridge late on the morning of 21st May.

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Their plan was simple enough.

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There were two columns.

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Each consisted of 40 tanks of the Royal Tank Regiment,

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Durham Light Infantry and some motorcycle reconnaissance.

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They planned to go round Arras and not meet any Germans until they were south-west of it.

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It was hot, and the tanks got ahead of the infantry, who were marching, heavily laden, down this road.

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The sight of a First World War cemetery can't have been encouraging.

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The Durham Light Infantry in the right-hand column

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had fought a small battle and got separated from its tanks

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by the time it reached Warlus.

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Its leading company pushed on down this road but soon ran into heavy opposition and had to fall back.

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It's typical of the day's confusion that it was just short of the line where the battle was meant to start.

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SOPRANO SINGS LIEDER

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Some of the Durhams gathered by this water tower outside the village,

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where they were attacked by dive bombers.

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One of them remembered... "We were subjected to a terrifying aerial attack. Everybody was shattered.

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"After a few minutes, the officers and NCOs collected themselves and said, 'We must get on with it.'

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"It was hard to get some men moving. We had to kick them into position, and the effect was considerable."

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The Durhams fell back into Warlus. Later that night, they broke out with the help of French tanks.

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The survivors were back up on Vimy Ridge by six the next morning.

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The two columns of tanks,

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both moving well ahead of their infantry,

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ran straight into Seventh Panzer Division.

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Its commander was a little-known major general who was soon to spring to prominence in North Africa.

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His name was Erwin Rommel.

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Late in the afternoon, Rommel arrived in the village of Vailly to find chaos and confusion.

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He drove up onto this hillock, where there were some German guns,

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only to be attacked by British tanks coming from Arras in the north

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and from the west, across the main road.

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Rommel galvanised the defence

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with the help of his aide-de-camp, Lieutenant Most.

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"With the enemy tanks so close, only rapid fire from every gun could save the situation.

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"All I cared about was to halt the enemy tanks by heavy gunfire.

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"The worst seemed to be over, when suddenly Most sank to the ground behind a 20mm anti-aircraft gun.

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"He was mortally wounded, and blood gushed from his mouth."

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Rommel's personal intervention had checked the attack here,

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but the British had come within an ace of killing a general who was later to cause them infinite trouble.

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The left-hand column, curling round the suburban fringes of Arras, did better.

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Its tanks, moving ahead of the infantry, got as far as the level crossing which stood here,

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and found it down.

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Old habits of peacetime die hard,

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and it took some time before an officer summoned up the nerve to crash straight through.

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Just over the other side, the tanks ran squarely into a column of German infantry in trucks.

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The Germans had nothing to penetrate the armour of British tanks, and dozens were killed or captured.

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One British officer said we had a glorious free-for-all...

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"I didn't see why we shouldn't go all the way to Berlin."

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The British didn't get to Berlin.

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They got barely another two miles and were stopped here by field guns firing from that ridge.

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One officer drove up here and saw 20 tanks lying in this field,

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their crews dead beside them or crawling through the grass.

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He gunned the wood and saw artillery observers fall out of the trees.

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He passed his commanding officer's tank with its side blown in.

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He wrote, "Although I didn't know it, the Colonel and his radio operator were dead inside it.

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"This was the high watermark of British success."

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The battle was over.

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As night fell, the survivors tried to get back to Vimy Ridge.

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But the area was full of Germans, and many British were taken prisoner.

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The Royal Tank Regiment lost half its tanks, and nearly half the infantry were killed or wounded.

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But the battle shook the Germans.

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Rommel reported that he'd been attacked by five divisions.

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In reality, the total British strength was less than one.

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I'm back up on Vimy Ridge with the First World War memorial behind me.

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Most survivors of the Arras battle also ended up here at the end of the day

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and were evacuated from Dunkirk.

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In simple terms, their attack had failed.

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But it sent ripples of alarm throughout the German High Command.

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The German commander, von Rundstedt, was seriously worried...

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"A critical moment came as my forces had reached the Channel.

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"It was caused by a British counter-stroke south of Arras.

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"It was feared that the Panzers would be cut off before the infantry had arrived to support them.

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"No French counterattacks carried a serious threat like this."

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This mood contributed to von Rundstedt's decision to order his armour to halt.

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German tanks remained stationary for several crucial days.

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This gave the British the chance to mount an evacuation from Dunkirk.

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Nearly 340,000 soldiers were taken to safety.

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Dunkirk was something of a miracle.

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The difficult process of evacuating so many thousands took days.

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The last troops were taken to safety on June 4th,

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leaving the beach strewn with wreckage.

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The Channel was Britain's shield against defeat.

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It was four long years before British troops returned in strength.

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The German invasion had been an extraordinary success.

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Some Panzers had fought their way from Sedan to the coast in seven days - a journey of over 200 miles.

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Yet the Arras attack proved that the Germans were not invincible and that their offensive had entailed risks.

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But it was the Allies' tragedy that, mesmerised by Blitzkrieg,

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they never managed to turn these risks to their advantage.