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Although the story of the German Fall Gelb offensive against France, Belgium, and Holland in May 1940 is well known, most accounts tend to stop with the conclusion of the evacuation of the British Expeditionary Force (BEF) from Dunkirk on June 4, 1940. The German operation that actually conquered metropolitan France, Fall Rot (Case Red), is usually glossed over in brief. Nor are many people aware today that there was a second BEF in France, which was also successfully evacuated by sea. The current literature on the Western campaign of 1940 essentially spotlights the German drive to the English Channel and the Dunkirk evacuation then skips ahead to the French armistice, skipping over the , political, and human drama of France's collapse in June 1940. Indeed, some of the most interesting operations of the 1940 campaign were conducted in June 1940, as the Allies ed a vigorous counterattack at Abbeville (including the British 1st Armoured Division--the first time that the British Army employed an armored division in combat) and then ed a tough defense along the Somme River. Unlike the easy breakthrough at Sedan, the Germans had to fight hard to break through the Weygand Line. Churchill decided to send a second BEF to France to support the French, but the Germans finally achieved a decisive breakthrough before it could be effectively deployed. The British were forced to a second evacuation from the ports of Le Havre, Courg, Brest, and St. Nazaire, which rescued over 200,000 troops, although the transport RMS Lancastria was sunk by German bombers, with the loss of over 4,000 troops. While France was in its death throes, politicians and soldiers debated what to do--flee to England or North Africa or to seek an armistice. The drama of the final three weeks of operations in France in June 1940 has never effectively been captured on paper, but this is a story that needs to be told since it had great impact on the course of World War II and inter-Allied relations. This book will also address the initial German exploitation of France and how the windfall of captured equipment, fuel and industrial resources enhanced the Third Reich's ability to attack its next foe--the Soviet Union.